Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MACKLIN GORDON S
   2. Issuer Name and Ticker or Trading Symbol
OVERSTOCK COM INC [OSTK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
8212 BURNING TREE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005
(Street)

BETHESDA, MD 20817		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock 02/24/2005   X   3,653 A $ 7.09 24,469 I (1) Held by The Macklin Family Limited Partnership III
Common stock 02/24/2005   X   1,462 A $ 7.09 89,074 I (1) Held by The Macklin Family Limited Partnership I
Common stock 02/24/2005   X   7,728 A $ 7.09 122,693 I (1) Held by Gordon Macklin Family Trust
Common stock 05/24/2005   X   2,558 A $ 7.09 125,251 I (1) Held by Gordon Macklin Family Trust
Common stock 02/24/2005   X   1,023 A $ 7.09 46,612 I (1) Held by Marily Macklin Family Trust
Common stock 02/24/2005   X   2,558 A $ 7.09 49,170 I (1) Held by Marily Macklin Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $ 7.09 02/24/2005   X     3,653 05/15/2000 05/14/2005 Common stock 3,653 $ 7.09 1,551 I (1) Held by The Macklin Family Limited Partnership III
Warrants $ 7.09 02/24/2005   X     1,462 05/01/2000 04/30/2005 Common stock 1,462 $ 7.09 4,366 I (1) Held by The Macklin Family Limited Partnership I
Warrants $ 7.09 02/24/2005   X     7,728 05/01/2000 04/30/2005 Common stock 7,728 $ 7.09 6,989 I (1) Held by Gordon Macklin Family Trust
Warrants $ 7.09 02/24/2005   X     2,558 05/15/2000 05/14/2005 Common stock 2,558 $ 7.09 6,989 I (1) Held by Gordon Macklin Family Trust
Warrants $ 7.09 02/24/2005   X     1,023 05/01/2000 04/30/2005 Common stock 1,023 $ 7.09 4,142 I (1) Held by Marily Macklin Family Trust
Warrants $ 7.09 02/24/2005   X     2,558 05/15/2000 05/14/2005 Common stock 2,558 $ 7.09 4,142 I (1) Held by Marily Macklin Family Trust
Incentive stock option $ 5.07             01/22/2003(2) 01/21/2007 Common stock 7,058   22,058 D  
Incentive stock option $ 18.58             01/23/2005(2) 01/22/2009 Common stock 10,000   22,058 D  
Common stock $ 31.13             05/21/2005(2) 05/20/2009 Common stock 5,000   22,058 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MACKLIN GORDON S
8212 BURNING TREE ROAD
BETHESDA, MD 20817		   X      

Signatures

 /s/ Gordon S. Macklin   02/24/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
(2) Options vest as to 2% on first anniversary of date of grant and additional 2% each month thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.