<SUBMISSION>
<ACCESSION-NUMBER>0001140437-04-000248
<TYPE>S-8 POS
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20040730
<EFFECTIVENESS-DATE>20040730
<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>S-8 POS
<ACT>33
<FILE-NUMBER>333-76079
<FILM-NUMBER>04941355
</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>S-8 POS
<SEQUENCE>1
<FILENAME>bf40820.txt
<DESCRIPTION>FORM S-8 POS
<TEXT>
      As filed with the Securities and Exchange Commission on July 30, 2004

                                                      Registration No. 333-76079

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST EFFECTIVE AMENDMENT NO. 5
                                       TO
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  BLUEFLY, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 13-3612110
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

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

                      BLUEFLY, INC. 1997 STOCK OPTION PLAN
                            (Full title of the plan)

           E. KENNETH SEIFF                    RICHARD A. GOLDBERG, ESQ.
       Chief Executive Officer            Swidler Berlin Shereff Friedman, LLP
            Bluefly, Inc.                         405 Lexington Avenue
         42 West 39th Street                    New York, New York 10174
       New York, New York 10018                      (212) 973-0111
            (212) 944-8000

            (Name, address and telephone number, including area code,
                             of agents for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                            PROPOSED          PROPOSED
                            AMOUNT           MAXIMUM           MAXIMUM          AMOUNT OF
 TITLE OF SECURITIES   TO BE REGISTERED   OFFERING PRICE  AGGREGATE OFFERING   REGISTRATION
  TO BE REGISTERED          (1)(2)         PER SHARE (3)      PRICE (3)            FEE
--------------------   ----------------   --------------  ------------------   ------------
<S>                    <C>                  <C>             <C>                  <C>
Common Stock, par
value $.01 per share   2,000,000 shares     $  2.09         $  4,180,000         $   530
</TABLE>

(1)     Pursuant to Rule 416, this Registration Statement also covers such
        additional securities as may become issuable to prevent dilution
        resulting from stock splits, stock dividends or similar transactions.

<PAGE>

(2)     The securities registered hereby represent an addition to the 12,200,000
        shares of common stock issuable under the Bluefly, Inc. 1997 Stock
        Option Plan which were registered previously on this Registration
        Statement.

(3)     Estimated in accordance with Rule 457(c) and (h) of the Securities Act
        of 1933, as amended (the "Act"), solely for the purpose of calculation
        of the registration fee. To date none of the options to which these
        shares relate have been issued. Accordingly, the fee was calculated
        based on the average of the high and low price for shares of common
        stock, par value $.01 per share, of the Registrant on the Nasdaq
        SmallCap Market on July 27, 2004 ($2.09).

                                EXPLANATORY NOTES

        This Amendment No.5 to Registration Statement on Form S-8 is being filed
to register an additional 2,000,000 shares of the Registrant's common stock,
$.01 par value per share ("Common Stock"), issuable pursuant to the Registrant's
1997 Stock Option Plan (as amended to date, the "Plan"). The contents of the
Registration Statement on Form S-8 (File No. 333-76079), filed with the
Commission on April 12, 1999, are incorporated herein by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

        The following exhibits are filed as part of this Registration Statement:

Exhibit Number.                    Description.
---------------   --------------------------------------------------------------
4.1               Bluefly, Inc. 1997 Stock Option Plan, as amended to date.
5.1               Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1              Consent of PricewaterhouseCoopers LLP
23.2              Consent of Swidler Berlin Shereff Friedman, LLP (contained in
                  Exhibit 5.1).

<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Amendment
No. 5 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on this
30th day of July, 2004.

                                        BLUEFLY, INC.

                                        By: /s/ E. Kenneth Seiff
                                            ------------------------------------
                                            E. Kenneth Seiff
                                            Chief Executive Officer and Chairman
                                             of the Board

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                               Titles                      Date
-------------------------   ---------------------------------   ----------------

/s/ E. Kenneth Seiff        Chief Executive Officer and         July 30, 2004
-------------------------    Chairman of the Board
E. Kenneth Seiff             (Principal Executive Officer)

/s/ Patrick C. Barry        Chief Operating Officer and Chief   July 30, 2004
-------------------------    Financial Officer (Principal
Patrick C. Barry             Financial & Accounting Officer)

/s/ Melissa Payner-Gregor   President and Director              July 30, 2004
-------------------------
Melissa Payner-Gregor

*                           Director                            July 30, 2004
-------------------------
Martin Miller

*                           Director                            July 30, 2004
-------------------------
Robert G. Stevens

*                           Director                            July 30, 2004
-------------------------
Neal Moszkowski

*                           Director                            July 30, 2004
-------------------------
David Wassong

*                           Director                            July 30, 2004
-------------------------
Josie Esquivel

*                           Director                            July 30, 2004
-------------------------
Alan Kane

    By:  /s/ E. Kenneth Seiff
         ------------------------
         E. Kenneth Seiff
         Attorney-In-Fact

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number                     Description
---------------   --------------------------------------------------------------
4.1               Bluefly, Inc. 1997 Stock Option Plan, as amended to date.
5.1               Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1              Consent of Pricewaterhouse Coopers LLP.
23.2              Consent of Swidler Berlin Shereff Friedman, LLP (contained in
                  Exhibit 5.1).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>bf40820ex41.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
                                                                     Exhibit 4.1
                                  BLUEFLY, INC.
                             1997 STOCK OPTION PLAN

SECTION 1.      PURPOSE

        The purposes of this Bluefly, Inc. 1997 Stock Option Plan (the "Plan")
are to encourage selected employees, consultants and directors of Bluefly, Inc.
(together with any successor thereto, the "Company' ) and its Affiliates (as
defined below) to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company's future success and prosperity, thus enhancing the value of the Company
for the benefit of its shareholders, and to enhance the ability of the Company
and its Affiliates to attract and retain qualified individuals upon whom, in
large measure, the sustained progress, growth, and profitability of the Company
depend.

SECTION 2.      DEFINITIONS

        As used in the Plan, the following terms shall have the meanings set
forth below:

        (a)     "Affiliate" shall mean any entity that, directly or through one
or more intermediaries, is controlled by, controls or is under common control
with the Company.

        (b)     "Board" shall mean the Board of Directors of the Company.

        (c)     "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

        (d)     "Committee" shall mean a committee of the Board designated by
the Board to administer the Plan and composed of not less than two directors,
each of whom is both a non-employee director within the meaning of Rule 16b-3
and an "outside director" as that term is defined for purposes of Section 162(m)
of the Code.

        (e)     "Consultant" shall mean any Person who contracts to provide
services to the Company as an independent contractor.

        (f)     "Fair Market Value" shall mean, with respect to Shares or other
securities (i) the closing price per Share of the Shares on the principal
exchange on which the Shares are then trading, if any, on such date, or, if the
Shares were not traded on such date, then on the next preceding trading day
during which a sale occurred; or (ii) if the Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (1) the last
sales price (if

<PAGE>

the Shares are then listed as a National Market Issue under the NASDAQ National
Market System) or (2) the mean between the closing representative bid and asked
prices (in all other cases) for the Shares on such date as reported by NASDAQ or
such successor quotation system; or (iii) if the Shares are not publicly traded
on an exchange and not quoted on NASDAQ or a successor quotation system, the
mean between the closing bid and asked prices for the Shares on such date as
determined in good faith by the Committee; or (iv) if the provisions of clauses
(i), (ii) and (iii) shall not be applicable, the fair market value established
by the Committee acting in good faith.

        (g)     "Incentive Stock Option" shall mean an option granted under
Section 6 of the Plan that meets the requirements of Section 422 of the Code or
any successor provision thereto.

        (h)     "Key Employee" shall mean any officer, director or other
employee who is a regular full-time employee of the Company or its present and
future Affiliates.

        (i)     "Non-Employee Director" shall mean each member of the Board who
is not an employee of the Company or any Affiliate.

        (j)     "Non-Qualified Stock Option" shall mean an option granted under
the Plan that is not an Incentive Stock Option.

        (k)     "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.

        (1)     "Option Agreement" shall mean a written agreement, contract, or
other instrument or document evidencing an Option granted under the Plan.

        (m)     "Participant" shall mean a Key Employee, Consultant or
Non-Employee Director who has been granted an Option under the Plan.

        (n)     "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.

        (o)     "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation thereto.

        (p)     "Shares" shall mean the common stock of the Company, $.01 par
value, and such other securities or property as may become the subject of
Options pursuant to an adjustment made under Section 4(b) of the Plan.

        (q)     "Ten Percent Shareholder" shall mean a Person, who together with
his or her spouse, children and trusts and custodial accounts for their benefit,
immediately at the time of the

<PAGE>

grant of an Option and assuming its immediate exercise, would beneficially own,
within the meaning of Section 424(d) of the Code, Shares possessing more than
ten percent (10%) of the total combined voting power of all of the outstanding
capital stock of the Company.

SECTION 3.      ADMINISTRATION

        (a)     Generally. The Plan shall be administered by the Committee.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Option shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, conclusive, and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any Option, any shareholder of the Company or any Affiliate, and any employee
of the Company or of any Affiliate.

        (b)     Powers. Subject to the terms of the Plan and applicable law and
except as provided in Section 7 hereof, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Options to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by Options; (iv) determine the terms and
conditions of any Option; (v) determine whether, to what extent, and under what
circumstances Options may be settled or exercised in cash, Shares, other
Options, or other property, or canceled, forfeited, or suspended, and the method
or methods by which Options may be settled, exercised, canceled, forfeited, or
suspended; (vi) interpret and administer the Plan and any instruments or
agreements relating to, or Options granted under, the Plan; (vii) establish,
amend, suspend, or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (viii)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.

        (c)     Reliance, Indemnification. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, or Options granted thereunder and all members of
the Committee shall be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

SECTION 4.      SHARES AVAILABLE FOR OPTIONS

        (a)     Shares Available. Subject to adjustment as provided in Section
4(b):

                (i)     Limitation on Number of Shares. Options issuable under
        the Plan are limited such that the maximum aggregate number of Shares
        which may issued to Key Employees, Consultants and Non-Employee
        Directors pursuant to, or by reason of,

<PAGE>

        Options is 14,200,000. No Participant shall be granted in any one fiscal
        year Options to purchase more than 2,000,000 Shares. To the extent that
        an Option granted to a Participant ceases to remain outstanding by
        reason of termination of rights granted thereunder, forfeiture or
        otherwise, the Shares subject to such Option shall again become
        available for award under the Plan; provided, however, that in the case
        of the cancellation or termination of an Option in the same fiscal year
        that such Option was granted, both the canceled Option and the newly
        granted Option shall be counted in determining whether the recipient has
        received the maximum number of such Options under the Plan for such
        fiscal year.

                (ii)    Accounting for Awards. For purposes of this Section 4,
        the number of Shares covered by an Option to (A) a Key Employee or
        Consultant or (B) a Non-Employee Director shall be counted on the date
        of grant of such Option against the aggregate number of Shares available
        for granting Options under the Plan to (x) Key Employees and Consultants
        or (y) Non-Employee Directors, respectively.

                (iii)   Sources of Shares Deliverable Under Options. Any Shares
        delivered pursuant to an Option may consist, in whole or in part, of
        authorized and unissued Shares or of treasury Shares.

        (b)     Adjustments. In the event that the Committee shall determine
that any (i) subdivision or consolidation of Shares, (ii) dividend or other
distribution (in the form of Shares), (iii) recapitalization or other capital
adjustment of the Company or (iv) merger, consolidation or other reorganization
of the Company or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event (of a type described in
Treasury Regulation Section 1.162-27(e)(2)(iii)(C)), affects the Shares such
that an adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem necessary to prevent dilution or enlargement of the benefits or
potential benefits intended to be made under the Plan, adjust any or all of (x)
the number and type of Shares which thereafter may be made the subject of
Options, (y) the number and type of Shares subject to outstanding Options, and
(z) the grant, purchase, or exercise price with respect to an Option or, if
deemed appropriate, make provision for a cash payment to the holder of an
outstanding Option, provided, however, in each case, that (i) with respect to
Incentive Stock Options no such adjustment shall be authorized to the extent
that such adjustment would cause the Plan to violate Section 422 of the Code or
any successor provision thereto; (ii) each such adjustment shall be made in such
manner as not to constitute a cancellation and reissuance of a Non-Qualified
Stock Option for purposes of Section 162(m) of the Code, or the regulations
promulgated thereunder, to the extent that such reissuance would result in the
grant of such Options in excess of the maximum permitted to be granted to any
Participant in any fiscal year; and (iii) the number of Shares subject to any
Option denominated in Shares shall always be a whole number.

<PAGE>

SECTION 5.      ELIGIBILITY

        Options may be granted only to Key Employees, Consultants and
Non-Employee Directors; provided, however, that Incentive Stock Options may be
granted only to Key Employees. In determining the Persons to whom Options shall
be granted and the number of Shares to be covered by each Option, the Committee
shall take into account the nature of the Person's duties, such Person's present
and potential contributions to the success of the Company and such other factors
as it shall deem relevant in connection with accomplishing the purposes of the
Plan. A Key Employee or Consultant who has been granted an Option or Options
under the Plan may be granted an additional Option or Options, subject to such
limitations as may be imposed by the Code on the grant of incentive Stock
Options.

SECTION 6.      OPTION

        The Committee is hereby authorized to grant Options to Participants upon
the following terms and the conditions (except to the extent otherwise provided
in Section 7) and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee shall determine:

                (a)     Exercise Price. The purchase price per Share purchasable
        under Incentive Stock Options shall not be less than 100% of the Fair
        Market Value of a Share on the date of grant; provided that the purchase
        price per Share purchasable under Incentive Stock Options granted to Ten
        Percent Shareholders shall be not less than 110% of the Fair Market
        Value of a Share on the date of grant. The purchase price per Share
        purchasable under Non-Qualified Stock Options shall be the price
        determined by the Committee.

                (b)     Option Term. The term of each Non-Qualified Stock Option
        shall be fixed by the Committee. The term of each Incentive Stock Option
        shall in no event be more than 10 years from the date of grant, or in
        the case of an Incentive Stock Option granted to a Ten Percent
        Shareholder, 5 years from the date of grant.

                (c)     Time and Method of Exercise. The Committee shall
        determine the time or times at which an Option may be exercised in whole
        or in part, and the method or methods by which, and the form or forms in
        which, payment of the option price with respect thereto may be made or
        deemed to have been made (including, without limitation, (i) cash,
        Shares, outstanding Options or other consideration, or any combination
        thereof, having a Fair Market Value on the exercise date equal to the
        relevant option price and (ii) a broker-assisted cashless exercise
        program established by the Committee), provided in each case that such
        methods avoid "short-swing" profits to the Participant under Section
        16(b) of the Securities Exchange Act of 1934, as amended. The payment of
        the exercise price of an Option may be made in a single payment or
        transfer, in installments, or on a deferred basis, in each case in
        accordance with rules and procedures established by the Committee.

<PAGE>

                (d)     Early Termination. The unexercised portion of any Option
        granted to a Key Employee or Consultant under the Plan will generally be
        terminated (i) thirty (30) days after the date on which the Key
        Employee's employment is terminated or the period of the Consultant's
        services ceases, as the case may be, for any reason other than (A) Cause
        (as defined below), (B) retirement or mental or physical disability, or
        (C) death; (ii) immediately upon the termination of the Key Employee's
        employment for Cause; (iii) in the case of any Incentive Stock Option,
        three months after the date on which the Key Employee's employment is
        terminated by reason of retirement or one year after the Key Employee's
        employment is terminated by reason of mental or physical disability, or
        in the case of any Non-Qualified Stock Option, three months after the
        date on which the Key Employee's employment is terminated or the period
        of the Consultant's services ceases, as the case may be, by reason of
        retirement or mental or physical disability, or in the discretion of the
        Committee up to one year after the date on which the Key Employee's
        employment is terminated or the period of the Consultant's services
        ceases, as the case may be, by reason of retirement or mental or
        physical disability; or (iv)(A) 12 months after the date on which the
        Key Employee's employment is terminated or the period of the
        Consultant's services ceases, as the case may be, by reason of the death
        of the Key Employee or the Consultant, as the case may be, or (B) three
        months after the date on which the Key Employee or the Consultant, as
        the case may be, shall die if such death shall occur during the
        three-month period following the termination of the Key Employee's
        employment or the cessation of the Consultant's services, as the case
        may be, by reason of retirement or mental or physical disability. The
        term "Cause," as used herein, shall mean (w) the Key Employee's willful
        misconduct or fraud in the performance of his duties under such Key
        Employee's employment arrangement with the Company, (x) the continued
        failure or refusal of the Key Employee (following written notice
        thereof) to carry out any reasonable request of the Board for the
        provision of services under such Key Employee's employment arrangement
        with the Company, (y) the material breach by the Key Employee of his
        employment arrangement with the Company or (z) the entering of a plea of
        guilty or nolo contendere to or the conviction of the Key Employee for a
        felony or any other criminal act involving moral turpitude, dishonesty,
        theft or unethical business conduct. For purposes of this paragraph (d),
        no act shall be considered willful unless done or omitted to be done not
        in good faith and without reasonable belief that such action or omission
        was in the best interest of the Company.

                (e)     Incentive Stock Options. All terms of any Incentive
        Stock Option granted under the Plan shall comply in all respects with
        the provisions of Section 422 of the Code, or any successor provision
        thereto, and any regulations promulgated thereunder.

                (f)     No Cash Consideration for Awards. Awards shall be
        granted for no cash consideration or such minimal cash consideration as
        may be required by applicable law.

<PAGE>

                (g)     Limits on Transfer of Options. Subject to Code Section
        422, no Option and no right under any such Option, shall be assignable,
        alienable, saleable, or transferable by a Participant otherwise than by
        will or by the laws of descent and distribution; provided, however,
        that, if so determined by the Committee, a Participant may, in the
        manner established by the Committee, designate a beneficiary or
        beneficiaries to exercise the rights of the Participant, and to receive
        any property distributable, with respect to any Option upon the death of
        the Participant. Each Option, and each right under any such Option,
        shall be exercisable during the Participant's lifetime, only by the
        Participant or, if permissible under applicable law with respect to any
        Option that is not an Incentive Stock Option, by the Participant's
        guardian or legal representative. No Option and no right under any such
        Option, may be pledged, alienated, attached, or otherwise encumbered,
        and any purported pledge, alienation, attachment, or encumbrance thereof
        shall be void and unenforceable against the Company or any Affiliate.

                (h)     Term of Options. Except as set forth in Section 6(b) and
        Section 7, the term of each Option shall be for such period as may be
        determined by the Committee.

                (i)     Share Certificates. All certificates for Shares or other
        securities of the Company delivered under the Plan pursuant to any
        Option or the exercise thereof shall be subject to such stop transfer
        orders and other restrictions as the Committee may deem advisable under
        the Plan or the rules, regulations, and other restrictions of the
        Securities and Exchange Commission, any stock exchange upon which such
        Shares or other securities are then listed, and any applicable Federal
        or state securities laws, and the Committee may cause a legend or
        legends to be put on any such certificates to make appropriate reference
        to such restrictions.

SECTION 7.      OPTIONS AWARDED TO NON-EMPLOYEE DIRECTORS

        Each Non-Employee Director who was a member of the Board on the
Effective Date (defined hereafter) shall automatically be granted on such date a
Non-Qualified Stock Option to purchase 5,000 Shares, subject to all of the
provisions of the Plan. Each person who is either elected or appointed a
Non-Employee Director, and who has not previously received a grant of
Non-Qualified Stock Options pursuant to the Plan, shall automatically be granted
a Non-Qualified Stock Option to purchase 3,750 Shares on the date of their
appointment or election, subject to the provisions of the Plan. In addition,
each Non-Employee Director who is a member of the Board on April 30 of a year
during the term of the Plan beginning in calendar year 1998 shall automatically
be granted a Non-Qualified Stock Option to purchase 3,750 Shares on May 1of the
following year. All Options granted to Non-Employee Directors pursuant to the
Plan shall (a) be (in the case of a grant under this Section 7) at an exercise
price per Share equal to 100% of the Fair Market Value of a Share on the date of
the grant; (b) have (in the case of a grant under this Section 7) a term of 10
years; (c) terminate (i) thirty (30) days after termination of a Non-Employee
Director's service as a director of the Company for any reason other than
retirement or mental or physical disability or death, (ii) thirty (30) days
after the date the

<PAGE>

Non-Employee Director ceases to serve as a director of the Company due to
retirement or physical or mental disability, or in the discretion of the
Committee up to one year after the date the Non-Employee Director ceases to
serve as a director of the Company due to retirement or physical or mental
disability or (iii)(A) 12 months after the date the Non-Employee Director ceases
to serve as a director due to the death of the Non-Employee Director or (B)
three months after the death of the Non-Employee Director if such death shall
occur during the three month period following the date the Non-Employee Director
ceased to serve as a director of the Company due to physical or mental
disability; and (d) be otherwise on the same terms and conditions as all other
Options granted pursuant to the Plan.

SECTION 8.      AMENDMENT AND TERMINATION

        Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option Agreement or in the Plan:

        (a)     Amendments to the Plan. The Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board, but no amendment without the approval of the shareholders
of the Company shall be made if shareholder approval would be required under
Section 162(m) of the Code, Section 422 of the Code, Rule 16b-3 or any other law
or rule of any governmental authority, stock exchange or other self-regulatory
organization to which the Company is subject. Neither the amendment, suspension
or termination of the Plan shall, without the consent of the holder of such
Option, alter or impair any rights or obligations under any Option theretofore
granted.

        (b)     Adjustments of Options Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4(b) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
enlargement of the benefits or potential benefits to be made available under the
Plan.

        (c)     Correction of Defects, Omissions, and Inconsistencies. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option in the manner and to the extent it shall
deem desirable to carry the Plan into effect.

SECTION 9.      ELECTION TO HAVE SHARES WITHHELD

        (a)     In combination with or in substitution for cash withholding or
any other legal method of satisfying federal and state withholding tax
liability, a Participant may elect to have Shares withheld by the Company or to
have Shares sold in a broker-assisted transaction in order to satisfy federal
and state withholding tax liability (a "share withholding election"), provided

<PAGE>

(i) the Committee shall have adopted procedures providing for a withholding
election; and (ii) the share withholding election is made on or prior to the
date on which the amount of withholding tax liability is determined (the "Tax
Date"). If a Participant elects within thirty (30) days of the date of exercise
to be subject to withholding tax on the exercise date pursuant to the provisions
of Section 83(b) of the Code, then the share withholding election may be made
during such thirty (30) day period. Notwithstanding the foregoing, a holder
whose transactions in Common Stock are subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, may make a share withholding
election only if the following additional conditions are met: (i) the share
withholding election is made no sooner than six (6) months after the date of
grant of the Option, except, however, such six (6) month condition shall not
apply if the Participant's death or disability (as shall be determined by the
Committee) occurs within such six (6) month period; and (ii) the share
withholding election is made (x) at least six (6) months prior to the Tax Date,
or (y) during the period beginning on the third business day following the date
of release of the Company's quarterly or annual financial results and ending on
the twelfth business day following such date.

        (b)     A share withholding election shall be deemed made when written
notice of such election, signed by the Participant, has been hand delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office. Delivery of said notice shall constitute an
irrevocable election to have Shares withheld.

        (c)     If a Participant has made a share withholding election pursuant
to this Section 9, and (i) within thirty (30) days of the date of exercise of
the Option, the Participant elects pursuant to the provisions of Section 83(b)
of the Code to be subject to withholding tax on the date of exercise of the
Option, then such Participant will be unconditionally obligated to immediately
tender back to the Company the number of Shares having an aggregate fair market
value (as determined in good faith by the Committee), equal to the amount of tax
required to be withheld plus cash for any fractional amount, together with
written notice to the Company informing the Company of the Participant's
election pursuant to Section 83(b) of the Code; or (ii) if the Participant has
not made an election pursuant to the provisions of Section 83(b) of the Code,
then on the Tax Date, such Participant will be unconditionally obligated to
tender back to the Company the number of Shares having an aggregate fair market
value (as determined in good faith by the Committee), equal to the amount of tax
required to be withheld plus cash for any fractional amount.

SECTION 10.     VESTING LIMITATION ON INCENTIVE STOCK OPTIONS

        The Fair Market Value of Shares subject to Incentive Stock Options
(determined as of the date such Incentive Stock Options are granted) exercisable
for the first time by any individual during any calendar year shall in no event
exceed $100,000.

<PAGE>

SECTION 11.     GENERAL PROVISIONS

        (a)     No Rights to Awards. No Key Employee or Consultant shall have
any claim to be granted any Option under the Plan, and there is no obligation
for uniformity of treatment of Key Employees or Consultants or holders or
beneficiaries of Options under the Plan. The terms and conditions of Options
need not be the same with respect to each recipient.

        (b)     No Limit on Other Plans. Nothing contained in the Plan shall
prevent the Company or any Affiliate from adopting or continuing in effect other
or additional compensation arrangements and such arrangements may be either
generally applicable or applicable only in specific cases.

        (c)     No Right to Employment. The grant of an Option shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Option
Agreement.

        (d)     Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York and applicable Federal law.

<PAGE>

        (e)     Severability. If any provision of the Plan or any Option is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction, or would disqualify the Plan or any Option under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the Plan, such provision shall be deemed void, stricken and the remainder of
the Plan and any such Option shall remain in full force and effect.

        (f)     No Trust or Fund Created. Neither the Plan nor any Option shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Option, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

        (g)     No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Option, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.

        (h)     Headings. Headings are given to the Sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision hereof.

SECTION 12.     DEDUCTIBILITY OF COMPENSATION

        Prior to the end of the "reliance period" as defined in Treasury
Regulation Section 1.162-27(f)(2), the Committee shall take such actions, if
any, that it deems necessary or appropriate so that the compensation element of
Non-Qualified Stock Options will qualify as "qualified performance-based
compensation," within the meaning of Treasury Regulation Section 1.162-27(e).

SECTION 13.     EFFECTIVE DATE OF THE PLAN

        The Plan is effective as of the closing of the Company's initial public
offering (the "Effective Date").

SECTION 14.     TERM OF THE PLAN

        The Plan shall continue until the earlier of (i) the date on which all
Options issuable hereunder have been issued, (ii) the termination of the Plan by
the Board or (iii) March 4, 2007. However, unless otherwise expressly provided
in the Plan or in an applicable Option Agreement, any Option theretofore granted
may extend beyond such date and the authority of the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Option or to waive any
conditions or rights under any such Option, and the authority of the Board to
amend the Plan, shall extend beyond such date.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>bf40820ex51.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                                                                     Exhibit 5.1

                      SWIDLER BERLIN SHEREFF FRIEDMAN, LLP

                          THE CHRYSLER BUILDING
                          405 LEXINGTON AVENUE
                            NEW YORK, NY 10174            THE WASHINGTON HARBOUR
                         TELEPHONE (212) 973-0111    3000 K STREET,NW, SUITE 300
                         FACSIMILE (212) 891-9598      WASHINGTON, DC 20007-5116
                           WWW.SWIDLAW.COM              TELEPHONE (202) 424-7500
                                                        FACSIMILE (202) 424-7647

                                  July 29, 2004

Bluefly, Inc.
42 West 39th Street
New York, New York 10018

Ladies and Gentlemen:

        On the date hereof, Bluefly, Inc., a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") a Post-Effective Amendment No. 5 to the Registration Statement on
Form S-8 that it filed with the Commission on April 12, 1999 (as amended, the
"Registration Statement"), relating to 2,000,000 additional shares (the
"Shares") of the Company's common stock, par value $0.01 per share, which are
being offered pursuant to the Company's 1997 Stock Option Plan (the "Plan").
This opinion is an exhibit to the Registration Statement.

        We have at times acted as special counsel to the Company in connection
with certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings relating to the
proposed offer and sale of the Shares as contemplated by the Registration
Statement.

        In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Certificate of Incorporation as presently in effect, (ii) the
Company's By-Laws as presently in effect, (iii) minutes and other instruments
evidencing actions taken by the Company's directors and stockholders, (iv) the
Plan and (v) a form of option agreement, which we understand is typically used
by the Company in connection with grants under the Plan. In our examination of
all such agreements, documents, certificates and instruments, we have assumed
the genuineness of all signatures, the authenticity of all agreements,
documents, certificates and instruments submitted to us as originals and the
conformity with the originals of all agreements, documents, certificates and
instruments submitted to us as certified, conformed or photostatic copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance will be the same as such laws, rules and regulations in
effect as of the date hereof.

<PAGE>

        Our opinion herein is based solely upon the General Corporation Law of
the State of Delaware, and we express no opinion with respect to any other laws
(including, without limitation, the application of the securities or "Blue Sky"
laws of any state to the offer and/or sale of the Shares).

        Based on the foregoing, and subject to and in reliance upon the accuracy
and completeness of the information relevant thereto provided to us, it is our
opinion that the Shares have been duly authorized, and (subject to the
effectiveness of the Registration Statement and compliance with applicable state
laws (including securities laws) of the states in which the Shares may be
offered and sold), when issued in accordance with the terms of the Plan and any
applicable option agreement for options issued thereunder, will be legally and
validly issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or other laws of any state of the United States in which the
Shares may be offered and sold. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act of 1933, or the rules and regulations of the Commission thereunder.

        This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent. This opinion is rendered to you
as of the date hereof, and we undertake no obligation to advise you of any
change in any applicable law or in facts or circumstances which might affect any
matters or opinions set forth herein.

                                        Very truly yours,

                                        /s/ Swidler Berlin Shereff Friedman, LLP

                                        Swidler Berlin Shereff Friedman, LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>bf40820ex231.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
                                                                    Exhibit 23.1

                  CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 24, 2004 relating to the
financial statements and to the financial statement schedule, which appears in
the 2003 Annual Report to Shareholders of Bluefly, Inc., which is incorporated
by reference in Bluefly, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2003.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
July 29, 2004

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