<SUBMISSION>
<ACCESSION-NUMBER>0001140437-04-000116
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040219
<ITEMS>12
<ITEMS>7
<FILING-DATE>20040219
<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>04614904
</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>bi40224.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): February 19, 2004

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

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

<PAGE>

ITEM 7. FINANCIAL INFORMATION AND EXHIBITS.

(c)     Exhibits

99.1    Press release issued by Bluefly, Inc. on February 19, 2004.

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 19, 2004, Bluefly, Inc. (the "Company") issued a press release,
announcing its financial results for the quarter and year ended December 31,
2004. Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of
such press release.

The information in this Current Report on Form 8-K and the Exhibit attached
hereto shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. Such information will not be incorporated by
reference into any registration statement filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated by reference.

<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: February 19, 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 February 19, 2004.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>bi40224ex991.txt
<DESCRIPTION>EXHIBIT 99_1
<TEXT>
                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

                          Investor Contact:            Press Contact:
                          Patrick Barry                Janel Alania
                          CFO, Bluefly, Inc.           212-944-8000 ext. 509
                          212- 944-8000 ext. 239       janel.alania@bluefly.com
                          pat@bluefly.com

                    BLUEFLY.COM REPORTS QUARTERLY NET PROFIT
                Record Fourth Quarter and Full Year 2003 Results

New York, NY - February 19, 2004 -- Bluefly, Inc. (NASDAQ SmallCap: BFLY), a
leading Internet retailer of designer brands at discount prices
(www.bluefly.com), announced today that it had achieved its first ever quarterly
net profit. For the fourth quarter of 2003, Bluefly had net income of $111,000
as compared to a net loss of $1,660,000 in the fourth quarter of 2002.

The significant swing from a quarterly net loss to profitability was primarily
the result of: (i) a 42% increase in net sales to $13,993,000 in the fourth
quarter of 2003 from $9,856,000 in the fourth quarter of 2002; (ii) a 760 basis
point increase in gross margin to a record high 38.6% in the fourth quarter of
2003 from 31.0% in the fourth quarter of 2002; and (iii) more efficient
marketing which allowed the company to increase the number of new customers
acquired by 38% while reducing advertising expenses by 23%.

Other financial results for the fourth quarter of 2003 were as follows (all
comparisons are to the fourth quarter of 2002):

        .       Gross profit increased nearly 77% to $5,405,000 from $3,055,000;
        .       Selling, marketing and fulfillment expenses as a percentage of
                net sales decreased to 27.3% from 35.5 %;
        .       General and administrative expenses as a percentage of net sales
                decreased to 9.5% from 11.6%;
        .       Net loss per share (which includes preferred stock dividends)
                decreased 68% to $0.07 per share (based on 11,613,721 weighted
                average shares outstanding), from $0.22 per share (based on
                10,391,904 weighted average shares outstanding);
        .       The cost to acquire a new customer decreased by 44% to $10.53
                from $18.79;
        .       The number of new customers acquired increased by 38% to 45,114
                from 32,740;
        .       Gross average order size increased 5.75% to $189.26 from
                $178.97; and
        .       Net sales attributable to the company's Manhattan holiday
                clearance store, which opened in late November, were
                approximately $465,000.

For the year, Bluefly announced that its net sales increased 24% to $37,928,000
in 2003 from $30,606,000 in 2002 and that its net loss decreased by 1.7% to
$6,369,000 in 2003 from $6,479,000 in 2002.

Other financial results for the year 2003 were as follows (all comparisons are
to the year 2002):

<PAGE>

        .       Gross profit increased nearly 13% to $11,325,000 from
                $10,035,000;
        .       Selling, marketing and fulfillment expenses as a percentage of
                net sales decreased to 32.2% from 37.7 %;
        .       General and administrative expenses as a percentage of net sales
                improved to 13.5% from 15.3%;
        .       Net loss per share (which includes preferred stock dividends)
                decreased 64% to $0.88 per share (based on 11,171,018 weighted
                average shares outstanding), from $2.44 per share (based on
                9,927,027 weighted average shares outstanding);
        .       The cost to acquire a new customer decreased 40% to $10.22 from
                $17.04;
        .       The number of new customers acquired increased by 23% to 124,248
                from 101,063; and
        .       Gross average order size increased 4.66% to $174.99 from
                $167.20;

"This was an excellent quarter for the company, most significantly because we
were profitable," said Ken Seiff, Chief Executive Officer of Bluefly, Inc.
"Achieving our first ever quarterly profit was the result of tremendous effort
from our team and an important milestone for the business. The broader results
of the quarter surpassed our own expectations. The 42% growth in net sales
coupled with record high gross margin of 38.6% reflect the value we bring to our
customers. In addition, operating margins at our Manhattan holiday clearance
store, which we opened on a short-term basis to test the use of a brick and
mortar strategy to liquidate aged and damaged inventory, were very strong," Mr.
Seiff added.

Melissa Payner, President of Bluefly, Inc., said, "The fact that we acquired
more new customers in the fourth quarter than in any prior quarter, while having
reduced our advertising expenses, suggests to me that Bluefly may have reached
an inflection point in its development. We begin 2004 with what I believe is a
vastly improved merchandise mix and stronger supply relationships than ever
before. In addition, our balance sheet, which ended the year with $7.7 million
in cash was fortified in January by $5 million of new investment. We look
forward to achieving even greater success in 2004."

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", 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: potential adverse effects on gross margin and gross profit
resulting from mark downs and allowances for returns and credit card
chargebacks; the risk that favorable trends in sales, gross margin and customer
acquisition costs will not continue; risks that the Company will be unable to
reduce the levels of losses; recent losses and anticipated future losses; 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 and uncertainties associated with the Company's continuous efforts
to upgrade the performance of its Web site; the Company's limited working
capital, need for additional capital and potential inability to raise such
capital; the successful hiring and retaining of personnel; 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

<PAGE>

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 designer apparel and accessories; 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.

                                     -more-

<PAGE>

                                  BLUEFLY, INC.

           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                    DECEMBER 31,
                                                ----------------------------------------------------
                                                     2003               2002               2001
                                                --------------     --------------     --------------
<S>                                             <C>                <C>                <C>
Net sales                                       $   13,993,000     $    9,856,000     $    7,906,000
Cost of sales                                        8,588,000          6,801,000          5,376,000
                                                --------------     --------------     --------------

   Gross profit                                      5,405,000          3,055,000          2,530,000
   Gross margin                                           38.6%              31.0%              32.0%

Selling, marketing and fulfillment
 expenses                                            3,815,000          3,500,000          2,958,000
General and administrative expenses                  1,325,000          1,140,000            920,000
                                                --------------     --------------     --------------

Operating income (loss)                                265,000         (1,585,000)        (1,348,000)

Interest (expense) and other income                   (154,000)           (75,000)           (31,000)

Net income (loss)                               $      111,000     $   (1,660,000)    $   (1,379,000)
                                                ==============     ==============     ==============

Deemed dividend related to beneficial
 conversion feature on Series B and C
 Preferred Stock                                            --                 --                 --

Preferred Stock Dividends                             (871,000)          (643,000)          (622,000)
                                                ==============     ==============     ==============

Basic and diluted net loss per share
 (which includes preferred stock
 dividends)
    Net loss per share                          $        (0 07)    $        (0 22)    $        (0 22)
                                                ==============     ==============     ==============

Weighted average shares outstanding                 11,613,721         10,391,904          9,205,331
                                                ==============     ==============     ==============

<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31,
                                                ----------------------------------------------------
                                                     2003               2002               2001
                                                --------------     --------------     --------------
<S>                                             <C>                <C>                <C>
Net sales                                       $   37,928,000     $   30,606,000     $   22,950,000
Cost of sales                                       26,603,000         20,571,000         15,954,000
                                                --------------     --------------     --------------

   Gross profit                                     11,325,000         10,035,000          6,996,000
   Gross margin                                           29.9%              32.8%              30.5%

Selling, marketing and fulfillment
 expenses                                           12,197,000         11,547,000         13,765,000
General and administrative expenses                  5,103,000          4,686,000          5,098,000
                                                --------------     --------------     --------------

Operating income (loss)                             (5,975,000)        (6,198,000)       (11,867,000)

Interest (expense) and other income                   (394,000)          (281,000)       (13,139,000)

Net income (loss)                               $   (6,369,000)    $   (6,479,000)    $  (25,006,000)
                                                ==============     ==============     ==============

Deemed dividend related to beneficial
 conversion feature on Series B and C
 Preferred Stock                                      (225,000)       (15,295,000)                --

Preferred Stock Dividends                           (3,225,000)        (2,489,000)        (2,926,000)
                                                ==============     ==============     ==============

Basic and diluted net loss per share
 (which includes preferred stock
 dividends)
    Net loss per share                          $        (0 88)    $        (2 44)    $        (3 41)
                                                ==============     ==============     ==============

Weighted average shares outstanding                 11,171,018          9,927,027          8,185,065
                                                ==============     ==============     ==============
</TABLE>

                                     -more-

<PAGE>

SELECTED BALANCE SHEET DATA & KEY METRICS                            (Unaudited)

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,
                                                                         2003             2002             2001
                                                                    --------------   --------------   --------------
<S>                                                                 <C>              <C>              <C>
Cash                                                                $    7,721,000   $    1,749,000   $    5,419,000
Inventories, net                                                        11,340,000       10,868,000        6,388,000
Other Current Assets                                                     1,863,000        1,159,000        1,671,000
Property & Equipment, net                                                1,659,000        2,604,000        1,155,000
Current Liabilities                                                      8,459,000        7,072,000        6,242,000
Short Term Convertible Notes Payable to Shareholders, net                       --        2,000,000               --
Long Term Notes Payable to Shareholders                                  4,000,000          182,000          182,000
Shareholders' Equity                                                    10,279,000        7,084,000        8,402,000
</TABLE>

<TABLE>
<CAPTION>
                                                            THREE MONTHS      THREE MONTHS
                                                               ENDED             ENDED           YEAR ENDED        YEAR ENDED
                                                            DECEMBER 31,      DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                                2003              2002              2003              2002
                                                           --------------    --------------    --------------    --------------
<S>                                                        <C>               <C>               <C>               <C>
Gross Average Order Size (including shipping & handling)   $       189.26    $       178.97    $       174.99    $       167.20
Gross Average Order Per New Customer (including
 shipping & handling)                                      $       167.16    $       157.91    $       158.38    $       149.74
Gross Average Order per Repeat Customer (including
 shipping & handling)*                                     $       204.93    $       193.35    $       184.95    $       177.31
Customers Added During Period                                      45,114            32,740           124,248           101,063
Revenue from Repeat Customers as % of Total Revenue                    63%               64%               66%               67%
Customer Acquisition Cost **                               $        10.53    $        18.79    $        10.22    $        17.04
</TABLE>

*    Repeat customer is defined as a person who has bought more than once from
Bluefly during their lifetime.

**   Customer Acquisition Cost is calculated by dividing total advertising
expenditures (excluding staff related costs) by total new customers added. New
customer number is based on unique email addresses.

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                      (Unaudited)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS      THREE MONTHS
                                                                        ENDED             ENDED
                                                                     DECEMBER 31,      DECEMBER 31,
                                                                         2003              2002
                                                                    --------------    --------------
<S>                                                                 <C>               <C>
Cash flows from operating activities:
  Net income (loss) from operations                                 $      111,000    $   (1,660,000)
  Adjustments to reconcile income (loss)
   to net cash provided by (used in) operating activities:
    Depreciation and amortization                                          353,000           381,000
    Provisions for inventory reserves                                      (75,000)          110,000
    Issuance of warrants for services rendered                                  --            17,000
    Provisions for returns                                                 814,000           634,000
    Bad debt expense                                                        26,000            64,000
    Changes in operating assets and liabilities:
      (Increase) decrease in:
        Inventories                                                      1,199,000           (65,000)
        Accounts receivable                                                188,000          (373,000)
        Other current assets                                               (17,000)           96,000
        Prepaid expenses                                                   (56,000)          667,000
        Other assets                                                            --            40,000
      (Decrease) increase in:
        Accounts payable                                                (2,503,000)       (1,862,000)
        Accrued expenses                                                   435,000           269,000
        Deferred revenue                                                  (160,000)          276,000
        Long term interest payable on notes to shareholders                110,000
                                                                    --------------    --------------

        Net cash provided by (used in) operating activities                425,000        (1,406,000)

Cash flows from investing activities:
  Purchase of property and equipment                                       (89,000)         (146,000)
                                                                    --------------    --------------

        Net cash (used in) investing activities                            (89,000)         (146,000)
                                                                    --------------    --------------

Cash flows from financing activities:
  Net proceeds from exercise of  stock options                           2,889,000                --
  Proceeds from issuance of notes payable to shareholders                2,000,000                --
  Payment of capital lease obligation                                      (71,000)          (71,000)
                                                                    --------------    --------------
        Net cash provided by (used in) financing activities              4,818,000           (71,000)
                                                                    --------------    --------------
Net increase in cash and cash equivalents                                5,154,000        (1,623,000)

Cash and cash equivalents - beginning of period                          2,567,000         3,372,000
                                                                    --------------    --------------

        Cash and cash equivalents - end of period                   $    7,721,000    $    1,749,000
                                                                    ==============    ==============
</TABLE>

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