OVERSTOCK.COM, INC.
LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

      The undersigned, as an officer or director of
Overstock.com, Inc. (the "Company"), hereby constitutes and
appoints , Jonathan E. Johnson III, President, Stephen
Chesnut, Senior Vice President, Finance, Mark Harden,
Treasurer, Mark Griffin, Vice President and General Counsel
and Kevin Moon, Director of Investor Relations, and each of
them, the undersigned's true and lawful attorney-in-fact and
agent to complete and execute such Forms 144, Forms 3, 4 and 5
and other forms as any such attorney-in-fact shall in his
discretion determine to be required or advisable pursuant to
Rule 144 promulgated under the Securities Act of 1933, as
amended, Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, or any
successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of
securities of the Company, and to do all acts necessary in
order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association,
the Company and such other person or agency as any such
attorney-in-fact shall deem appropriate.  The undersigned
hereby ratifies and conforms all that said attorneys-in-fact
and agents shall do or cause to be done by virtue hereof.

      This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a writing delivered to
the foregoing attorneys-in-fact.

      This Limited Power of Attorney is executed in Salt Lake
City, Utah, as of the date set forth below.

/s/ Samuel A. Mitchell
Signature
Samuel A. Mitchell
Type or Print Name
Dated: 10/27/2010

WITNESS:
/s/Jonathan E. Johnson III
Signature
Jonathan E. Johnson III
Type or Print Name
Dated: 10/27/10