Item 2.02. Results of Operations and Financial Condition.

On February 5, 2009, Overland Storage, Inc. (the "Company") issued a press release announcing its financial results for its second fiscal quarter ended December 31, 2008. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 8.01. Other Events.

On February 3, 2009, the Board of Directors reconstituted its committees as follows, which appointments were effective immediately:

Audit Committee:

Robert A. Degan (Chairman)

Nora M. Denzel

Michael Norkus

Nominating and Governance Committee:

Michael Norkus (Chairman)

Scott McClendon

William J. Miller

Compensation Committee:

William J. Miller (Chairman)

Robert A. Degan

Nora M. Denzel

The Board of Directors has determined that each of Mr. Degan, Ms. Denzel, Mr. McClendon, Mr. Miller and Mr. Norkus are independent directors within the meaning of NASDAQ Marketplace Rule 4200(a)(15), and that each member of the audit committee meets the requirements for independence set forth in SEC Rule 10A-3(b)(1). As a result of the appointment of Ms. Denzel to the audit committee, the Company received written acknowledgement from NASDAQ's Listing Qualifications Department confirming that the Company had regained compliance with NASDAQ Marketplace Rule 4350(d)(2)(A), which requires the audit committee of each listed issuer to have at least three independent members.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated February 5, 2009 announcing the Company's financial results for the second fiscal quarter ended December 31, 2008.

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