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

                                  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 EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported): December 5, 2007

                                  BLUEFLY, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

              Delaware               001-14498            13-3612110
   ----------------------------     ------------     ----------------------
   (State or Other Jurisdiction     (Commission         (I.R.S. Employer
        of Incorporation)           File Number)     Identification Number)

                  42 West 39th Street, New York, New York 10018
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 944-8000
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          -------------------------------------------------------------
          (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:

[ ]  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))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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

<PAGE>

ITEM 5.03.  AMENDMENT TO  ARTICLES OF  INCORPORATION OR BYLAWS; CHANGE IN FISCAL
            YEAR.

         On August 8, 2006, the Securities  and Exchange  Commission  approved a
new NASDAQ listing  standard  setting forth Direct  Registration  System ("DRS")
eligibility requirements.  The DRS allows an investor's ownership to be recorded
and  maintained  on the books of the issuer or the  transfer  agent  without the
issuance of a physical stock certificate.  In order to enable Bluefly, Inc. (the
"Company")  to  participate  in the DRS,  on  December  5,  2007,  the  Board of
Directors of the Company amended Article 7 of the Company's By-laws to allow for
the issuance of uncertificated shares.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

3.2     Amendment to By-laws of Bluefly, Inc.

<PAGE>

                                    SIGNATURE

         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.

Dated:  December 7, 2007

                                             BLUEFLY, INC.


                                             By:    /s/ Patrick C. Barry
                                                    ----------------------------
                                             Name:  Patrick C. Barry
                                             Title: Chief Operating Officer and
                                                    Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

3.2     Amendment to By-laws of Bluefly, Inc.
[{"type": "8-K", "sequence": "1", "filename": "bi71860.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3911}]
{"company-data": {"conformed-name": "BLUEFLY INC", "cik": "0001030896", "assigned-sic": "5961", "irs-number": "133612110", "state-of-incorporation": "DE", "fiscal-year-end": "0808"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14498", "film-number": "071292172"}, "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 EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported): December 5, 2007

                                  BLUEFLY, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

              Delaware               001-14498            13-3612110
   ----------------------------     ------------     ----------------------
   (State or Other Jurisdiction     (Commission         (I.R.S. Employer
        of Incorporation)           File Number)     Identification Number)

                  42 West 39th Street, New York, New York 10018
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 944-8000
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          -------------------------------------------------------------
          (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:

[ ]  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))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================
ITEM 5.03.  AMENDMENT TO  ARTICLES OF  INCORPORATION OR BYLAWS; CHANGE IN FISCAL
            YEAR.

         On August 8, 2006, the Securities  and Exchange  Commission  approved a
new NASDAQ listing  standard  setting forth Direct  Registration  System ("DRS")
eligibility requirements.  The DRS allows an investor's ownership to be recorded
and  maintained  on the books of the issuer or the  transfer  agent  without the
issuance of a physical stock certificate.  In order to enable Bluefly, Inc. (the
"Company")  to  participate  in the DRS,  on  December  5,  2007,  the  Board of
Directors of the Company amended Article 7 of the Company's By-laws to allow for
the issuance of uncertificated shares.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

3.2     Amendment to By-laws of Bluefly, Inc.
SIGNATURE

         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.

Dated:  December 7, 2007

                                             BLUEFLY, INC.

                                             By:    /s/ Patrick C. Barry
                                                    ----------------------------
                                             Name:  Patrick C. Barry
                                             Title: Chief Operating Officer and
                                                    Chief Financial Officer
EXHIBIT INDEX

3.2     Amendment to By-laws of Bluefly, Inc.