================================================================================

                                  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 and Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 17, 2006

                                  Bluefly, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                 001-14498            13-3612110
    ----------------------------     ------------     ----------------------
    (State or other jurisdiction     (Commission           (IRS Employer
          of incorporation)          File Number)     Identification Number)

        42 West 39th Street, New York, New York                   10018
       ----------------------------------------                ----------
       (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (212) 944-8000


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

        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]     Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange
        Act (17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

================================================================================

<PAGE>

                SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS

             ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 17, 2006, the maturity date of the promissory notes in the aggregate
principal amount of $4.0 million previously issued to affiliates of Soros
Private Equity Partners (the "Notes") was extended for one year to May 1, 2007
(the "Notes").

Attached as Exhibit 99.1 is a copy of the agreement pursuant to which the Notes
were extended.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C)  EXHIBITS

99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC

<PAGE>

                                   SIGNATURES

        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.

                                          BLUEFLY, INC.
                                          (Registrant)

Date: February 21, 2006                   By:    /s/ Patrick C. Barry
                                                 -------------------------------
                                          Name:  Patrick C. Barry
                                          Title: Chief Operating Officer and
                                                 Chief Financial Officer

<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.

99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC
[{"type": "8-K", "sequence": "1", "filename": "bi60223.txt", "secsgml_size_bytes": 3856}]
{"company-data": {"conformed-name": "BLUEFLY INC", "cik": "0001030896", "assigned-sic": "5961", "irs-number": "133612110", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14498", "film-number": "06631391"}, "business-address": {"street1": "42 WEST 39TH ST", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2129448000"}, "mail-address": {"street1": "42 WEST 39TH ST", "city": "NEW YORK", "state": "NY", "zip": "10018"}, "former-company": {"former-conformed-name": "PIVOT RULES INC", "date-changed": "19970305"}}
================================================================================

                                  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 and Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 17, 2006

                                  Bluefly, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                 001-14498            13-3612110
    ----------------------------     ------------     ----------------------
    (State or other jurisdiction     (Commission           (IRS Employer
          of incorporation)          File Number)     Identification Number)

        42 West 39th Street, New York, New York                   10018
       ----------------------------------------                ----------
       (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (212) 944-8000

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

        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]     Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange
        Act (17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

================================================================================
SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS

             ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 17, 2006, the maturity date of the promissory notes in the aggregate
principal amount of $4.0 million previously issued to affiliates of Soros
Private Equity Partners (the "Notes") was extended for one year to May 1, 2007
(the "Notes").

Attached as Exhibit 99.1 is a copy of the agreement pursuant to which the Notes
were extended.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C)  EXHIBITS

99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC
SIGNATURES

        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.

                                          BLUEFLY, INC.
                                          (Registrant)

Date: February 21, 2006                   By:    /s/ Patrick C. Barry
                                                 -------------------------------
                                          Name:  Patrick C. Barry
                                          Title: Chief Operating Officer and
                                                 Chief Financial Officer
INDEX TO EXHIBITS

Exhibit No.

99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC