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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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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