Overstock.com Investor

Press Release

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January 27, 2003 at 12:00 AM EST
Overstock.com Considering a Follow-On Offering of Its Common Stock


Overstock.com Inc. (Nasdaq: OSTK) today announced that it is considering filing a registration statement on Form S-1 with the Securities and Exchange Commission for an underwritten follow-on public offering of its common stock. Overstock.com anticipates that it will offer up to 2 million shares of its common stock in the proposed offering and that there will be no selling stockholders.

A registration statement relating to these securities has not been filed with the Securities and Exchange Commission. The securities proposed to be sold may not be sold, nor may offers to buy be accepted, before a registration statement is filed with the Securities and Exchange Commission and becomes effective. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Note Regarding Forward-Looking Statements

The statements regarding our consideration of a follow-on offering, its expected size, and the anticipated existence of selling stockholders are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ as a result of a number of risks, including, but not limited to, unexpected adverse developments in our business, our industry, in the condition of the U.S. capital markets generally, or any decline in our stock price from current levels, as well the risks as identified in our Prospectus dated May 29, 2002, filed with the Securities and Exchange Commission and all subsequent filings with the Securities and Exchange Commission, which contain and identify important factors that could cause the actual results to differ materially from those contained in our forward-looking statements.

The statements in this press release are made as of Jan. 27, 2003 and the company undertakes no obligation to update any of the forward-looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise.

Overstock.com, Salt Lake City
Rich Paongo, 801/947-3132 (Investor Relations)
Leslie A. Dotson,  415/377-4414  (Public Relations)

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