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

                                  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): September 28, 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 September 28, 2006, the Company entered into a Master License  Agreement (the
"Master License Agreement") with Art Technology Group, Inc. ("ATG"), pursuant to
which the  Company  will  license  certain  technology  from ATG to be used as a
platform for future  versions of the  Company's  Web site,  and ATG will provide
certain support and consulting services in connection  therewith.  A copy of the
Master  License  Agreement is included as Exhibit 99.1 to this Current Report on
Form 8-K, and the terms thereof are incorporated herein by reference.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99.1 Master  License  Agreement,  dated as of September 28, 2006, by and between
the Company and Art Technology Group, Inc.

<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: October 3, 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 Master  License  Agreement,  dated as of September 28, 2006, by and between
the Company and Art Technology Group, Inc.
[{"type": "8-K", "sequence": "1", "filename": "bl61370.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4052}]
{"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": "061122372"}, "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): September 28, 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 September 28, 2006, the Company entered into a Master License  Agreement (the
"Master License Agreement") with Art Technology Group, Inc. ("ATG"), pursuant to
which the  Company  will  license  certain  technology  from ATG to be used as a
platform for future  versions of the  Company's  Web site,  and ATG will provide
certain support and consulting services in connection  therewith.  A copy of the
Master  License  Agreement is included as Exhibit 99.1 to this Current Report on
Form 8-K, and the terms thereof are incorporated herein by reference.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99.1 Master  License  Agreement,  dated as of September 28, 2006, by and between
the Company and Art Technology Group, Inc.
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: October 3, 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 Master  License  Agreement,  dated as of September 28, 2006, by and between
the Company and Art Technology Group, Inc.