

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                               (Amendment No. 3)*

                                  BLUEFLY, INC.
                  ---------------------------------------------
                                (Name of Issuer)

                     Common Stock, Par Value $0.01 Per Share
                  ---------------------------------------------
                         (Title of Class of Securities)

                                    096227103
                  ---------------------------------------------
                                 (CUSIP Number)

                              James M. Dubin, Esq.
                    Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                          New York, New York 10019-6064
                                 (212) 373-7000
                  ---------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  May 16, 2000
                  ---------------------------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

                         Continued on following page(s)
                               Page 1 of 78 Pages
                             Exhibit Index: Page 12
<PAGE>

                                                              Page 2 of 78 Pages
CUSIP NO. 096227103

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          QUANTUM INDUSTRIAL PARTNERS LDC

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[ ]
                                                                          (b)[X]

3         SEC USE ONLY


4         SOURCE OF FUNDS*

          WC

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Cayman Islands

                                7         SOLE VOTING POWER

           NUMBER OF                      848,400**
            SHARES
      BENEFICIALLY OWNED        8         SHARED VOTING POWER
      BY EACH REPORTING
            PERSON                        0
             WITH
                                9         SOLE DISPOSITIVE POWER

                                          848,400**

                                10        SHARED DISPOSITIVE POWER

                                          0

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          848,400**

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                            [X]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.70%**

14        TYPE OF REPORTING PERSON*

          OO; IV

**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                              Page 3 of 78 Pages
CUSIP NO. 096227103

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          QIH MANAGEMENT INVESTOR, L.P.

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[ ]
                                                                          (b)[X]

3         SEC USE ONLY


4         SOURCE OF FUNDS*

          AF

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

                                7         SOLE VOTING POWER

           NUMBER OF                      848,400**
            SHARES
      BENEFICIALLY OWNED        8         SHARED VOTING POWER
      BY EACH REPORTING
            PERSON                        0
             WITH
                                9         SOLE DISPOSITIVE POWER

                                          848,400**

                                10        SHARED DISPOSITIVE POWER

                                          0

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          848,400**

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                            [X]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.70%**

14        TYPE OF REPORTING PERSON*

          PN; IA

**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                              Page 4 of 78 Pages
CUSIP NO. 096227103

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          QIH MANAGEMENT, INC.

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[ ]
                                                                          (b)[X]

3         SEC USE ONLY


4         SOURCE OF FUNDS*

          AF

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

                                7         SOLE VOTING POWER

           NUMBER OF                      848,400**
            SHARES
      BENEFICIALLY OWNED        8         SHARED VOTING POWER
      BY EACH REPORTING
            PERSON                        0
             WITH
                                9         SOLE DISPOSITIVE POWER

                                          848,400**

                                10        SHARED DISPOSITIVE POWER

                                          0

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          848,400**

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                            [X]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.70%**

14        TYPE OF REPORTING PERSON*

          CO

**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                              Page 5 of 78 Pages
CUSIP NO. 096227103

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          SOROS FUND MANAGEMENT LLC

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[ ]
                                                                          (b)[X]

3         SEC USE ONLY


4         SOURCE OF FUNDS*

          AF

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

                                7         SOLE VOTING POWER

           NUMBER OF                      848,400**
            SHARES
      BENEFICIALLY OWNED        8         SHARED VOTING POWER
      BY EACH REPORTING
            PERSON                        0
             WITH
                                9         SOLE DISPOSITIVE POWER

                                          848,400**

                                10        SHARED DISPOSITIVE POWER

                                          0

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          848,400**

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                            [X]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.70%**

14        TYPE OF REPORTING PERSON*

          OO; IA

**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                              Page 6 of 78 Pages
CUSIP NO. 096227103

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          GEORGE SOROS (in the capacity described herein)

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[ ]
                                                                          (b)[X]

3         SEC USE ONLY


4         SOURCE OF FUNDS*

          AF

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States

                                7         SOLE VOTING POWER

           NUMBER OF                      27,790**
            SHARES
      BENEFICIALLY OWNED        8         SHARED VOTING POWER
      BY EACH REPORTING
            PERSON                        848,400**
             WITH
                                9         SOLE DISPOSITIVE POWER

                                          27,790**

                                10        SHARED DISPOSITIVE POWER

                                          848,400**

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          876,190**

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES*                                                            [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          15.10%**

14        TYPE OF REPORTING PERSON*

          IA

**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                              Page 7 of 78 Pages
CUSIP NO. 096227103

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          STANLEY F. DRUCKENMILLER (in the capacity described herein)

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[ ]
                                                                          (b)[X]

3         SEC USE ONLY


4         SOURCE OF FUNDS*

          AF

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States

                                7         SOLE VOTING POWER

           NUMBER OF                      848,400**
            SHARES
      BENEFICIALLY OWNED        8         SHARED VOTING POWER
      BY EACH REPORTING
            PERSON                        0
             WITH
                                9         SOLE DISPOSITIVE POWER

                                          848,400**

                                10        SHARED DISPOSITIVE POWER

                                          0

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          848,400**

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES                                                             [X]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.70%**

14        TYPE OF REPORTING PERSON

          IA

**As explained in Item 6, the exact number of Shares and percent of class is not
determinable at this time. Another amendment to this Schedule 13D will be filed
when the number of Shares and ownership percentage are determined.

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                              Page 8 of 78 Pages

         This Amendment No. 3 to Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of Bluefly, Inc. (the "Issuer"). This
Amendment No. 3 supplementally amends the initial statement on Schedule 13D,
dated August 6, 1999, and Amendment Nos. 1 and 2 thereto, dated August 26, 1999
and March 28, 2000, respectively (together, the "Initial Statement"), filed by
the Reporting Persons (as defined herein). This Amendment No. 3 is being filed
by the Reporting Persons to report that the Reporting Persons have entered into
a Note and Warrant Purchase Agreement with the Issuer. Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is supplementally amended as follows.

         Item 2. Identity and Background

         This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):

         (i) Quantum Industrial Partners LDC ("QIP"):

         (ii) QIH Management Investor, L.P. ("QIHMI");

         (iii) QIH Management, Inc. ("QIH Management");

         (iv) Soros Fund Management LLC ("SFM LLC");

         (v) Mr. George Soros ("Mr. Soros"); and

         (vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller").

         This Statement relates to the Shares held for the accounts of QIP and
SFM Domestic Investments LLC ("SFM Domestic Investments").

         Item 3. Source and Amount of Funds or Other Consideration

         Item 3 is amended to add the following.

         QIP expended approximately $2,904,900 of its working capital to
purchase the securities reported herein as being acquired since March 28, 2000
(the date of the last filing on Schedule 13D). SFM Domestic Investments expended
approximately $95,100 of its working capital to purchase the securities reported
herein as being acquired since March 28, 2000 (the date of the last filing on
Schedule 13D).
<PAGE>

                                                              Page 9 of 78 Pages

         Item 5. Interest in Securities of the Issuer

         Item 5 is amended to add the following.

         As explained in Item 6 below, it is not possible to determine at this
time the precise number of Shares that may be deemed to be beneficially owned by
each of the Reporting Persons because the particular number of Shares of which
each of the Reporting Persons may be deemed to be the beneficial owner by virtue
of the Securities Purchase Agreement (defined below) is not finally determined.
Accordingly, the Reporting Persons will further amend this Schedule 13D when the
number of Shares and ownership percentages are determined.

         Except for the transactions described in Item 6 below, all of which
were effected in privately negotiated transactions, there have been no
transactions effected with respect to securities of the Issuer since March 28,
2000 (the date of the last filing on Schedule 13D).

         Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

         Item 6 is amended to add the following.

         On May 16, 2000 QIP and SFM Domestic Investments entered into a Note
and Warrant Purchase Agreement (the "Securities Purchase Agreement") with the
Issuer (a copy of which is attached hereto as Exhibit L and incorporated herein
by reference in response to this Item 6) pursuant to which QIP and SFM Domestic
Investments purchased Senior Convertible Notes and Warrants (as defined in the
Securities Purchase Agreement) for an aggregate purchase price of $3,000,000.

         Pursuant to Warrant No. 3 (a copy of which is attached hereto as
Exhibit M and incorporated herein by reference in response to this Item 6), QIP
has the right to subscribe for and to purchase up to 48,415 Shares from and
after the closing of the Next Round Financing (as defined in the Securities
Purchase Agreement).

         Pursuant to Warrant No. 4 (a copy of which is attached hereto as
Exhibit N and incorporated herein by reference in response to this Item 6), SFM
Domestic Investments has the right to subscribe for and to purchase up to 1,585
Shares from and after the closing of the Next Round Financing.

         Pursuant to the Senior Convertible Note in the amount of $2,904,900 (a
copy of which is attached hereto as Exhibit O and incorporated herein by
reference in response to this Item 6), QIP is entitled to receive automatically
and simultaneously with the Next Round Financing that number of fully paid and
non-assessable Next Round Securities (as defined in the Securities Purchase
Agreement) obtained by dividing the outstanding principal and accrued and unpaid
interest on the Note to the date of conversion by the price per share of the
Next Round Security paid in the Next Round Financing.

         Pursuant to the Senior Convertible Note in the amount of $95,100 (a
copy of which is attached hereto as Exhibit P and incorporated herein by
reference in response to this Item 6), SFM Domestic Investments is entitled to
receive automatically and simultaneously with the Next Round Financing that
number of fully paid and non-assessable Next Round Securities obtained by
dividing the
<PAGE>

                                                             Page 10 of 78 Pages

outstanding principal and accrued and unpaid interest on the Note to the date of
conversion by the price per share of the Next Round Security paid in the Next
Round Financing.

         The foregoing description of the Securities Purchase Agreement, the
Warrants, and the Senior Convertible Notes does not purport to be complete and
is qualified in its entirety by the terms of each such document which are
incorporated herein by reference.

         Item 7. Material to be Filed as Exhibits.

         Item 7 is amended to add the following.

         L. Note and Warrant Purchase Agreement among Bluefly, Inc., Quantum
Industrial Partners LDC and SFM Domestic Investments LLC dated May 16, 2000.

         M. Warrant No. 3 dated May 16, 2000.

         N. Warrant No. 4 dated May 16, 2000.

         O. Bluefly Senior Convertible Note in the amount of $2,904,900 in favor
of QIP dated May 16, 2000.

         P. Bluefly Senior Convertible Note in the amount of $95,100 in favor of
SFM Domestic Investments dated May 16, 2000.
<PAGE>

                                                             Page 11 of 78 Pages

                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.

Date: May 24, 2000
                                               QUANTUM INDUSTRIAL PARTNERS LDC

                                               By: /s/ Michael C. Neus
                                                   -------------------
                                                   Michael C. Neus
                                                   Attorney-in-Fact


                                               QIH MANAGEMENT INVESTOR, L.P.

                                               By: QIH Management, Inc.,
                                                   its General Partner

                                               By: /s/ Michael C. Neus
                                                   -------------------
                                                   Michael C. Neus
                                                   Vice President


                                               QIH MANAGEMENT, INC.

                                               By: /s/ Michael C. Neus
                                                   -------------------
                                                   Michael C. Neus
                                                   Vice President


                                               SOROS FUND MANAGEMENT LLC

                                               By: /s/ Michael C. Neus
                                                   -------------------
                                                   Michael C. Neus
                                                   Deputy General Counsel


                                               GEORGE SOROS

                                               By: /s/ Michael C. Neus
                                                   -------------------
                                                   Michael C. Neus
                                                   Attorney-in-Fact


                                               STANLEY F. DRUCKENMILLER

                                               By: /s/ Michael C. Neus
                                                   -------------------
                                                   Michael C. Neus
                                                   Attorney-in-Fact
<PAGE>

                                                             Page 12 of 78 Pages

                                  EXHIBIT INDEX

                                                                        Page No.
                                                                        --------
L.       Note and Warrant Purchase Agreement among Bluefly, Inc.,
         Quantum Industrial Partners LDC and SFM Domestic Investments
         LLC dated May 16, 2000.                                           13

M.       Warrant No. 3 dated May 16, 2000.                                 45

N.       Warrant No. 4 dated May 16, 2000.                                 55

O.       Bluefly Senior Convertible Note in the amount of $2,904,900 in    65
         favor of QIP dated May 16, 2000.

P.       Bluefly Senior Convertible Note in the amount of $95,100 in       72
         favor of SFM Domestic Investments dated May 16, 2000.
