<SUBMISSION>
<ACCESSION-NUMBER>0001140437-04-000035
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20040115
<ITEMS>5
<ITEMS>7
<FILING-DATE>20040116
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BLUEFLY INC
<CIK>0001030896
<ASSIGNED-SIC>5961
<IRS-NUMBER>133612110
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>333-22895
<FILM-NUMBER>04528239
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
<PHONE>2129448000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PIVOT RULES INC
<DATE-CHANGED>19970305
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>bf40063.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       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): January 15, 2004

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

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

<PAGE>

ITEM 5. OTHER EVENTS.

        On January 15, 2004, Bluefly, Inc. (the "Company") announced that it had
completed an extension of approximately $4 million of short-term debt held by
affiliates of Soros Private Equity Partners, LLC. Under the terms of the new
agreement, the four original notes, two of which were due January 12, 2004, and
two of which were due April 14, 2004, will have a new maturity date of March 1,
2005. All other terms of the notes remain unchanged.

        The text of the press release relating to the agreement is attached
hereto as Exhibit 99.1, and the Agreement entered into in connection with such
transaction is attached hereto as Exhibit 99.2. Each of such Exhibits is
incorporated herein by reference.

ITEM 7. FINANCIAL INFORMATION AND EXHIBITS.

(c)     Exhibits

99.1    Press release issued by the Company on January 15, 2004.
99.2    Amendment, dated as of January 12, 2004, by and among the Company and
        Soros.

<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: January 16, 2004                  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    Press release issued by the Company on January 15, 2004.
99.2    Amendment, dated as of January 12, 2004, by and among the Company and
        Soros.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>bf40063ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

                               INVESTOR CONTACT:        MEDIA CONTACT:
                               Pat Barry                Janel Alania
                               CFO, Bluefly, Inc.       PR, Bluefly, Inc.
                               212-944-8000 ext. 239    212-944-8000 ext. 509
                               pat@bluefly.com          janel.alania@bluefly.com


                  BLUEFLY EXTENDS MATURITY OF SHORT-TERM NOTES

NEW YORK, Jan. 15, 2004 - Bluefly, Inc. (NASDAQ SmallCap: BFLY), a leading
Internet retailer of designer brands at discount prices (www.bluefly.com),
announced today that it has completed an extension of approximately $4 million
of short-term debt held by affiliates of Soros Private Equity Partners, LLC.
Under the terms of the new agreement, the four original notes, two of which were
due Jan. 12, 2004, and two of which were due April 14, 2004, will all have a new
maturity date of March 1, 2005. All other terms of the notes remain unchanged.

"I am very pleased to have been able to convert this short-term debt into a
longer maturity, and I am grateful for the continued support of the Soros
organization," said Ken Seiff, Chief Executive Officer of Bluefly, Inc.
"Together with our recent $5 million equity financing, this extension of debt
provides us with significantly more resources to invest in our growing
business."

ABOUT BLUEFLY, INC.
Bluefly, Inc. (NASDAQ SmallCap: BFLY) operates the world's first full service
outlet store for designer fashion, offering products from more than 350
designers at discounts of up to 75% off. With 24/7 access, a 90-day money back
guarantee, and technology that displays real-time inventory, Bluefly makes
off-price shopping easy and convenient. Bluefly is headquartered at 42 West 39th
Street in New York City, in the heart of the Fashion District. For more
information, please call 212-944-8000 or visit www.bluefly.com.

This press release may include statements that constitute "forward-looking"
statements, usually containing the words "believe", "project", "expect",
"should" or similar expressions. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements.
The risks and uncertainties are detailed from time to time in reports filed by
the company with the Securities and Exchange Commission, including Forms 8-A,
8-K, 10-Q, and 10-K. These risks and uncertainties include, but are not limited
to, the following: recent losses and anticipated future losses; we may not be
able to generate sufficient cash flow to pay our indebtedness when due; we have
granted a lien on substantially all of our assets; the risk that favorable
trends in sales and customer acquisition costs will not continue; potential
adverse effects on gross margin and gross profit resulting from mark downs and
allowances for returns and credit card chargebacks; the competitive nature of
the business and the potential for competitors with greater resources to enter
such business; adverse trends in the retail apparel market; risks of litigation
for sale of unauthentic or damaged goods and litigation risks related to sales
in foreign countries; the dependence on third parties and certain relationships
for certain services, including the Company's dependence on U.P.S. (and the
risks of a mail slowdown due to terrorist activity) and the Company's dependence
on its third-party web hosting and fulfillment centers; risks related to
consumer acceptance of the Internet as a medium for purchasing apparel; the
successful hiring and retaining of personnel; the dependence on continued growth
of online commerce; rapid technological change; online commerce security risks;
the startup nature of the Internet business; governmental regulation and legal
uncertainties; management of potential growth; and unexpected changes in fashion
trends.

                                      # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>bf40063ex99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
                                                                    Exhibit 99.2

                                    AMENDMENT

        WHEREAS, Bluefly, Inc. ("Bluefly"), Quantum Industrial Partners LDC
("QIP") and SFM Domestic Investments LLC ("SFM") entered into the Note and
Warrant Purchase Agreement dated July 16, 2003 whereby Bluefly issued to QIP a
Convertible Demand Promissory note in the amount of $1,936,564.00 and issued to
SFM a Convertible Demand Promissory note in the amount of $63,436.00, both of
which mature on January 12, 2004 (the "July Notes");

        WHEREAS, Bluefly, QIP and SFM entered into the Note and Warrant Purchase
Agreement dated October 17, 2003 whereby Bluefly issued to QIP a Convertible
Demand Promissory note in the amount of $1,936,564.00 and issued to SFM a
Convertible Demand Promissory note in the amount of $63,436.00 both of which
mature on April 14, 2004 (the "October Notes");

        WHEREAS, Bluefly, QIP and SFM desire to extend the maturity dates of the
July Notes and the October Notes;

        NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:

        1.      The first line of Section 1(c) of the July Notes is deleted in
        its entirety and replaced with:

        The outstanding principal and all accrued and unpaid interest shall be
        paid in full no later than March 1, 2005 (the "Maturity Date"), unless
        repaid earlier pursuant to the provisions of Section 2 (the date of any
        payment pursuant to Section 2 and the Maturity Date, collectively
        referred to as a "Repayment Date") or unless converted into Subsequent
        Round Securities (as defined below) pursuant to Section 5 on or prior to
        the Maturity Date.

        2.      The first line of Section 1(c) of the October Notes is deleted
        in its entirety and replaced with:

        The outstanding principal and all accrued and unpaid interest shall be
        paid in full no later than March 1, 2005 (the "Maturity Date"), unless
        repaid earlier pursuant to the provisions of Section 2 (the date of any
        payment pursuant to Section 2 and the Maturity Date, collectively
        referred to as a "Repayment Date") or unless converted into Subsequent
        Round Securities (as defined below) pursuant to Section 5 on or prior to
        the Maturity Date.

        3.      Except as amended by this Amendment, all existing terms of the
        July Notes and the October Notes shall remain in full force and effect.

                IN WITNESS WHEREOF, the parties have caused this Amendment to be
        duly executed and effective as of the 12th day of January 2004.

                Bluefly, Inc.

                /s/ E. Kenneth Seiff
                ---------------------------------
                Name: E. Kenneth Seiff
                Title: CEO

                Quantum Industrial Partners LDC

                /s/ John F. Brown
                ---------------------------------
                Name: John F. Brown
                Title: Attorney-in-Fact

<PAGE>

                SFM Domestic Investments LLC

                /s/ John F. Brown
                ---------------------------------
                Name:  John F. Brown
                Title: Attorney-in-Fact

</TEXT>
</DOCUMENT>
</SUBMISSION>
