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

                                  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): August 6, 2007

                                  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 - CORPORATE GOVERNANCE AND MANAGEMENT

 ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
                       APPOINTMENT OF PRINCIPAL OFFICERS.

         On August 6,  2007,  Alex  Rafal  resigned  as a member of the Board of
Directors  (the  "Board")  and  the  Option  Plan/Compensation   Committee  (the
"Compensation  Committee") of Bluefly, Inc. (the "Company").  Mr. Rafal had been
designated  to serve on the Board by  private  funds  associated  with  Maverick
Capital,  Ltd. ("Maverick") pursuant to the Voting Agreement described below. On
the same date,  the Board  appointed  Riad Abrahams as a member of the Board and
the  Compensation  Committee,  to  fill  the  vacancy  created  by  Mr.  Rafal's
resignation.

         Since October 2006, Mr.  Abrahams has served as a Managing  Partner and
co-founder of BlackSwan Partners, a private equity firm. Prior to BlackSwan, Mr.
Abrahams  was a Managing  Director  at Maverick  Capital,  working in the retail
sector.  From July 2006 to October 2006, he served as a director of the Company,
designated by Maverick  pursuant to the Voting  Agreement.  From 1999-2001,  Mr.
Abrahams worked in the Principal  Investment Area at The Blackstone  Group.  Mr.
Abrahams is a graduate of Harvard Business School and Harvard  College.  He also
serves on the board of Ali Wing, Inc. d/b/a giggle.

         Mr.  Abrahams  has been  designated  to serve on the Board by  Maverick
pursuant  to a Voting  Agreement  (the  "Voting  Agreement")  by and  among  the
Company,   private  funds  associated  with  Prentice  Capital  Management,   LP
("Prentice,"  and,  together with Maverick,  the  "Investors") and affiliates of
Soros Fund  Management  LLC ("Soros").  Under the terms of the Voting  Agreement
Soros has the right to  designate  three  designees  to the  Company's  Board of
Directors  and each of Maverick  and Prentice  have the right to  designate  one
designee,  in each case subject to minimum  ownership  thresholds and subject to
compliance with applicable Nasdaq rules. The Voting Agreement also provides that
one designee of Soros and the  designee of each of Maverick  and  Prentice  will
have the right to serve on the  Compensation  Committee and the  Governance  and
Nominating  Committee  of the Board of  Directors,  subject to  compliance  with
Nasdaq's rules regarding  independent  directors serving on such committees,  or
Nasdaq's transitional rules, to the extent applicable.  If the Board establishes
an Executive  Committee,  the designees of Soros,  Maverick and Prentice will be
entitled to also serve on such committee.

         Pursuant to the terms of the Company's 2005 Stock  Incentive  Plan, Mr.
Abrahams was granted  11,250  shares of  restricted  stock as of the date of his
appointment, with such shares vesting on the one year anniversary of the date of
his appointment.

<PAGE>

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS
None.

<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: August 7, 2007                    By:    /s/ Patrick C. Barry
                                               ---------------------------------
                                        Name:  Patrick C. Barry
                                        Title: Chief Operating Officer and Chief
                                               Financial Officer
[{"type": "8-K", "sequence": "1", "filename": "bi71426.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5953}]
{"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": "071030477"}, "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): August 6, 2007

                                  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 - CORPORATE GOVERNANCE AND MANAGEMENT

 ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
                       APPOINTMENT OF PRINCIPAL OFFICERS.

         On August 6,  2007,  Alex  Rafal  resigned  as a member of the Board of
Directors  (the  "Board")  and  the  Option  Plan/Compensation   Committee  (the
"Compensation  Committee") of Bluefly, Inc. (the "Company").  Mr. Rafal had been
designated  to serve on the Board by  private  funds  associated  with  Maverick
Capital,  Ltd. ("Maverick") pursuant to the Voting Agreement described below. On
the same date,  the Board  appointed  Riad Abrahams as a member of the Board and
the  Compensation  Committee,  to  fill  the  vacancy  created  by  Mr.  Rafal's
resignation.

         Since October 2006, Mr.  Abrahams has served as a Managing  Partner and
co-founder of BlackSwan Partners, a private equity firm. Prior to BlackSwan, Mr.
Abrahams  was a Managing  Director  at Maverick  Capital,  working in the retail
sector.  From July 2006 to October 2006, he served as a director of the Company,
designated by Maverick  pursuant to the Voting  Agreement.  From 1999-2001,  Mr.
Abrahams worked in the Principal  Investment Area at The Blackstone  Group.  Mr.
Abrahams is a graduate of Harvard Business School and Harvard  College.  He also
serves on the board of Ali Wing, Inc. d/b/a giggle.

         Mr.  Abrahams  has been  designated  to serve on the Board by  Maverick
pursuant  to a Voting  Agreement  (the  "Voting  Agreement")  by and  among  the
Company,   private  funds  associated  with  Prentice  Capital  Management,   LP
("Prentice,"  and,  together with Maverick,  the  "Investors") and affiliates of
Soros Fund  Management  LLC ("Soros").  Under the terms of the Voting  Agreement
Soros has the right to  designate  three  designees  to the  Company's  Board of
Directors  and each of Maverick  and Prentice  have the right to  designate  one
designee,  in each case subject to minimum  ownership  thresholds and subject to
compliance with applicable Nasdaq rules. The Voting Agreement also provides that
one designee of Soros and the  designee of each of Maverick  and  Prentice  will
have the right to serve on the  Compensation  Committee and the  Governance  and
Nominating  Committee  of the Board of  Directors,  subject to  compliance  with
Nasdaq's rules regarding  independent  directors serving on such committees,  or
Nasdaq's transitional rules, to the extent applicable.  If the Board establishes
an Executive  Committee,  the designees of Soros,  Maverick and Prentice will be
entitled to also serve on such committee.

         Pursuant to the terms of the Company's 2005 Stock  Incentive  Plan, Mr.
Abrahams was granted  11,250  shares of  restricted  stock as of the date of his
appointment, with such shares vesting on the one year anniversary of the date of
his appointment.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  EXHIBITS
None.
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: August 7, 2007                    By:    /s/ Patrick C. Barry
                                               ---------------------------------
                                        Name:  Patrick C. Barry
                                        Title: Chief Operating Officer and Chief
                                               Financial Officer