To: Jeffrey S. Mitchell who wrote (92153 ) 8/15/2005 9:03:22 AM From: scion Respond to of 122087 SCHEDULE 13D OVERSTOCK.COM, INC. February 4, 2005secinfo.com Item 5. Interest in Securities of the Issuer Item 5 of the Original 13D is supplemented as follows: As set forth herein, Dr. Byrne beneficially owns 6,811,855 Shares, which represent 34.4% of the outstanding Shares, based upon the number of Shares outstanding as of the most recent practicable date, and calculated in accordance with Rule 13d-3. Dr. Byrne shares voting and dispositive power over 5,727,261 Shares with High Plains Investments LLC and Haverford Valley L.C., and shares voting and dispositive power over 201,693 Shares with High Plains Investments LLC, Haverford Valley L.C. and High Meadows Finance L.C. Dr. Byrne disclaims beneficial ownership of the Shares held by High Plains Investments LLC, High Meadows Finance L.C. and all other persons except to the extent of his pecuniary interest in each entity, respectively. Dr. Byrne has sole voting and dispositive power over 1,084,594 Shares, including 129,994 Shares subject to unexercised options. As set forth herein, High Plains Investments LLC beneficially owns 5,727,261 Shares, which represent 28.9% of the outstanding Shares, based upon the number of Shares outstanding as of the most recent practicable date, and calculated in accordance with Rule 13d-3. High Plains Investments LLC shares voting and dispositive power over such 5,727,261 Shares with Dr. Byrne and Haverford-Valley L.C. As set forth herein, Haverford-Valley L.C., as Manager of High Plains Investments LLC, beneficially owns 5,727,261 Shares, which represent 28.9% of the outstanding Shares, based upon the number of Shares outstanding as of the most recent practicable date, and calculated in accordance with Rule 13d-3. Haverford-Valley L.C., as Manager of High Plains Investments, LLC, shares voting and dispositive power over such 5,727,261 Shares with Dr. Byrne and High Plains Investments LLC. By providing the information contained herein, the reporting persons do not admit the existence of any "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each reporting person hereby disclaims membership in any such group. No transactions in the Shares were effected by any of the reporting persons in the last sixty days except that the reporting persons acquired beneficial ownership of 20,000 of the Shares described herein in open market purchases on the Nasdaq National Market System as described on Exhibit A to this Amendment.