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/ Bhargav Shah
                            Signature

                            Bhargav Shah
                            Type or Print Name
                            Dated: 1/7/2013

WITNESS:
/s/ Megan Wootton
Signature
Megan Wootton
Type or Print Name

Dated: 1/7/2013

Securities Law Power of Attorney
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