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United States securities and exchange commission logo





                             October 12, 2023

       Adrianne Lee
       Chief Financial Officer
       Overstock.com, Inc.
       799 West Coliseum Way
       Midvale, UT 84047

                                                        Re: Overstock.com, Inc.
                                                            Form 10-K for the
fiscal year ended December 31, 2022
                                                            Response dated
October 2, 2023
                                                            File No. 000-49799

       Dear Adrianne Lee:

              We have reviewed your October 2, 2023 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our September 19, 2023
       letter.

       Response dated October 2, 2023

       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       27

   1.                                                   We note your response
to our prior comment 2 states that you have    not identified
                                                        material indirect
consequences of climate-related regulation or business trends that would
                                                        have a material impact
on our business, financial condition, or results of operations."
                                                        Please include a
discussion explaining in greater detail your analysis and how you
                                                        concluded on the
materiality of each of the items noted in our prior comment for which
                                                        disclosure was not
deemed necessary. For example, please explain how you determined
                                                        that    competitive
factors other than lower emissions are the primary drivers in customers
                                                        purchasing products
from our website as compared to purchasing products from our
                                                        competitors    and how
you concluded that the "potential reputational risks associated with
                                                        public perceptions
surrounding our level of participation in carbon reduction efforts" have
 Adrianne Lee
Overstock.com, Inc.
October 12, 2023
Page 2
      not had a material impact on your business or operations. Also, you state
that since you
      are a retailer and not a manufacturer, you are limited in the ability to
impact climate
      related effects of manufacturing. Please tell us how you considered
discussing the indirect
      consequences of climate-related regulations or business trends relating
to your distribution
      supply chain, including any greenhouse gas emissions related to shipping
and
      transportation, and warehousing activities. In addition, disclose whether
you have
      experienced increased competition to offer sustainable products or
products that result in
      lower emissions.
2.    We note your response to the last bullet point in prior comment 3 states
that you did not
      incur any costs associated with physical or operational damage caused by
weather related
      impacts. However, you also state in response to the first and second
bullet points of our
      prior comment that no severe weather conditions led to material physical
damages
      resulting in material loss of business and operational disruption, and
you did not
      experience any material weather-related damage to your property or
operations during the
      periods covered by your 2022 Form 10-K. Please revise to clarify whether
you
      experienced any weather-related damages to your property, business or
operations for the
      years ended December 31, 2020, 2021 and 2022. If so, please explain how
you concluded
      on materiality and provide quantitative information to support your
determination.

      In addition, we note your response references a risk factor relating to
your dependence on
      third-party companies that support functions critical to your supply
chain. Please revise
      your disclosure to more clearly explain how you could be impacted if
severe weather
      impacts your customers, suppliers, partners, including third-party
carriers and independent
      fulfillment partners.
3.    We note your response to prior comment 4. Please tell us whether you
expect to purchase
      carbon credits or offsets, or renewable energy certificates, in future
periods.
       Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.



                                                            Sincerely,
FirstName LastNameAdrianne Lee
                                                            Division of
Corporation Finance
Comapany NameOverstock.com, Inc.
                                                            Office of Energy &
Transportation
October 12, 2023 Page 2
cc:       Todd Kaye
FirstName LastName
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