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
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(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)
08/31/2005
(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 08/31/2005   X   1,551 A $ 4.26 26,020 I (2) Held by Macklin Family Limited Partnership III
Common stock 08/31/2005   X   4,142 A $ 4.26 53,312 I (2) Held by Marily Macklin Family Trust
Common stock 08/31/2005   X   4,366 A $ 4.26 93,440 I (2) Held by Macklin Family Limited Partnership I
Common stock 08/31/2005   X   6,989 A $ 4.26 111,068 I (2) Held by Gordon Macklin Family Trust
Common stock               21,172 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 $ 4.26 08/31/2005   X     1,551 09/21/2000 09/20/2005 Common stock 1,551 (1) 0 I (2) Held by Macklin Family Limited Partnership III
Warrants $ 4.26 08/31/2005   X     4,142 09/21/2000 09/20/2005 Common stock 4,142 (1) 0 I (2) Held by Marilyn Macklin Family Trust
Warrants $ 4.26 08/31/2005   X     4,366 09/21/2000 09/20/2005 Common stock 4,366 (1) 0 I (1) Held by Macklin Family Limited Partnership I
Warrants $ 4.26 08/31/2005   X     6,989 09/21/2000 09/20/2005 Common stock 6,989 (1) 0 I (2) Held by Gordon Macklin Family Trust
Stock options $ 5.07             01/22/2003 01/21/2007 Common stock 7,058   7,058 D  
Stock options $ 18.58             01/23/2005 01/22/2009 Common stock 10,000   17,058 D  
Stock options $ 31.13             05/21/2005 05/20/2009 Common stock 5,000   22,058 D  
Stock options $ 35.27             04/26/2006 04/25/2010 Common stock 5,000   27,058 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   09/02/2005
**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) Not applicable.
(2) The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary ownership 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.

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