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 * SCHWEGMAN SHAWN   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) VP Technology (Last) (First) (Middle) 6322 SOUTH 3000 EAST, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 05/25/2004 (Street) SALT LAKE CITY, UT 84121 4. If Amendment, Date Original Filed(Month/Day/Year) 05/25/2004 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 05/25/2004(3)   M   10,586 A $ 7.09 18,274 D   Common stock 05/25/2004(3)   S   10,586 D $ 34.48 7,688 D   Common stock 06/09/2005   S   4,000 D $ 40.05 3,688 D   Common stock               59.547 (5) 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

$ 7.09

05/25/2004(3)

M

10,586

03/10/2001(1)

03/09/2005

Common stock

10,586

(4)

69,414 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHWEGMAN SHAWN 6322 SOUTH 3000 EAST SUITE 100 SALT LAKE CITY, UT 84121			VP Technology

Signatures

/s/ Shawn Schwegman		05/25/2004
**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)	The options vested as to 28% of the total option grant on the first anniversary of the grant date (i.e. 3/10/2001) and 2% of the total option grant every month thereafter.
(2)	Reflects total amount of options outstanding held by the reporting person following this reported transaction.
(3)	These transaction were reported on May 25, 2004. This amendment is being filed solely for purposes of clarity.
(4)	Not applicable.
(5)	Between 3/1/2005 and 6/10/2005 the reporting person acquired 59.547 shares of common stock under the Company's 401(k) plan

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