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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

May 7, 2004
Date of Report (date of earliest event reported)

Overstock.com, Inc.
(Exact name of Registrant as specified in its charter)

Delaware   000-49799   87-0634302
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

6322 South 3000 East, Suite 100
Salt Lake City, Utah 84121
(Address of principal executive offices)

(801) 947-3100
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)




Item 5. Other Events.

        On May 7, 2004, Overstock.com, Inc. issued a press release announcing plans to offer shares of its common stock in an underwritten public offering under its existing shelf registration statement. The text of that press release is being furnished herewith and attached as Exhibit 99.1.

Exhibit Number
  Description
99.1   Press Release issued May 7, 2004.


SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

 

OVERSTOCK.COM, INC.

 

 

By:

 

/s/  
DAVID K. CHIDESTER      
David K. Chidester
Vice President, Finance

 

 

Date:

 

May 7, 2004


EXHIBIT INDEX

Exhibit Number
  Description
99.1   Press Release issued May 7, 2004.



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SIGNATURE
EXHIBIT INDEX