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 *
CHIDESTER DAVID K
  2. Issuer Name and Ticker or Trading Symbol
OVERSTOCK.COM, INC [OSTK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP, Finance
(Last)
(First)
(Middle)
6350 SOUTH 3000 EAST
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2007
(Street)

SALT LAKE CITY, UT 84121
4. If Amendment, Date Original Filed(Month/Day/Year)
01/19/2007
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 01/18/2007(4)   M   9,881 (1) A $ 5.07 24,234 D  

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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
Stock options $ 5.07 01/18/2007   M     9,881 01/22/2003(3) 01/21/2007 Common stock 9,881 (2) 0 D  
Stock options $ 13.57             03/17/2004(3) 03/16/2008 Common stock 4,000   4,000 D  
Stock options $ 13.09             07/29/2004(3) 07/28/2008 Common stock 2,766   6,766 D  
Stock options $ 18.58             01/23/2005(3) 01/22/2009 Common stock 25,000   31,766 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CHIDESTER DAVID K
6350 SOUTH 3000 EAST
SALT LAKE CITY, UT 84121
      Senior VP, Finance  

Signatures

 /s/ David K. Chidester   01/18/2007
**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) This transaction represents stock options exercised and held by the reporting person. Therefore, there is no change in the overall diluted shares owned by the reporting person as these shares were previously reported as Table II derivative securities and are now reported as directly-owned Table I non-derivative securities.
(2) Not applicable.
(3) Stock options vest as to 28% on first anniversary from date of grant and 2% each month thereafter.
(4) The Form 4 reporting this transaction contained a typographical error in the date of the transaction. The error has been corrected to January 18, 2007, in this amended filing.

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