UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

OVERSTOCK.COM, INC.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

			o Rule 13d-1(b)
			þ Rule 13d-1(c)
			o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		690370101

(1) Based on 22,734,916 shares of the issuer’s common stock outstanding as reported in the issuer’s Form 10-Q for the quarterly period ended March 31, 2008.

CUSIP No.		690370101

(1) Based on 22,734,916 shares of the issuer’s common stock outstanding as reported in the issuer’s Form 10-Q for the quarterly period ended March 31, 2008.

CUSIP No.		690370101

(1) Based on 22,734,916 shares of the issuer’s common stock outstanding as reported in the issuer’s Form 10-Q for the quarterly period ended March 31, 2008.

Item 1(a) Name of Issuer:

          OVERSTOCK.COM, INC.

Item 1(b) Address of Issuer’s Principal Executive Offices:

          6350 South 3000 East, Salt Lake City, UT 84121

Item 2(a) Name of Person Filing:

          This statement is filed on behalf of Chou Associates Fund, Chou Associates Management Inc. and Francis S. M. Chou (collectively, the “Reporting Persons”).

          Chou Associates Management Inc. is the investment advisor of Chou Associates Fund and other investment funds. As such, Chou Associates Management Inc., through investment advisory contracts or otherwise, may be deemed to beneficially own securities owned by other persons, including Chou Associates Fund.

          Mr. Francis S. M. Chou is the Chief Executive Officer and Portfolio Manager of Chou Associates Management Inc. and the Portfolio Manager of Chou Associates Fund. As such, Mr. Chou may be deemed to control Chou Associates Management Inc. and Chou Associates Fund and to beneficially own securities beneficially owned by Chou Associates Management Inc. and Chou Associates Fund. Mr. Chou does not directly or indirectly own any securities covered by this statement for his own account. The filing of this statement shall not be construed as an admission that Mr. Chou is the beneficial owner of any of the securities covered by this statement.

Item 2(b) Address of Principal Business Office or, if none, Residence:

          110 Sheppard Avenue East, Suite 301, Box 18, Toronto ON M2N 6Y8

Item 2(c) Citizenship:

          Chou Associates Management Inc. – Ontario, Canada

          Francis S.M. Chou – Canada

          Chou Associates Fund – Ontario, Canada

Item 2(d) Title of Class of Securities:

          Common Stock, $0.0001 par value

Item 2(e) CUSIP Number:

          690370101

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)		o		A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)		o		A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		o		An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		o		An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		o		An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
(g)		o		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)		o		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		o		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		o		A group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

	(a)		Amount beneficially owned: See Item 9 on the cover page(s) hereto.
	(b)		Percent of class: See Item 11 on the cover page(s) hereto.
	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.
	(ii)		Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.
	(iii)		Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.
	(iv)		Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Item 5. Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

          Certain of the shares (and/or the convertible debt securities that are convertible into shares) beneficially owned by the Reporting Persons are held by funds with respect to which Chou Associates Management Inc. is the investment advisor, which funds have the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such interest relates to more than 5% of the class of shares, except as disclosed herein.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

          Not applicable.

Item 8. Identification and Classification of Members of the Group

          Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

Item 9. Notice of Dissolution of Group

          Not applicable.

Item 10. Certifications

          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (incorporated herein by reference from Exhibit 2 to the Schedule 13G relating to the common stock of the issuer filed February 14, 2007 by the reporting person(s) with the Commission)