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, Robert Hughes, Senior Vice President,
Finance & Risk Management, 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/Robert Hughes
Signature

Robert  Hughes
Type or Print Name

Dated: 2/26/2013


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

Dated: 2/26/2013


Securities Law Power of Attorney