<SUBMISSION>
<ACCESSION-NUMBER>0001133796-06-000035
<TYPE>8-K
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<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20060221
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<COMPANY-DATA>
<CONFORMED-NAME>BLUEFLY INC
<CIK>0001030896
<ASSIGNED-SIC>5961
<IRS-NUMBER>133612110
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14498
<FILM-NUMBER>06631391
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<BUSINESS-ADDRESS>
<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
<PHONE>2129448000
</BUSINESS-ADDRESS>
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<STREET1>42 WEST 39TH ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10018
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>PIVOT RULES INC
<DATE-CHANGED>19970305
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>bi60223.txt
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 17, 2006

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

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

        42 West 39th Street, New York, New York                   10018
       ----------------------------------------                ----------
       (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (212) 944-8000


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

        Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]     Written communications pursuant to Rule 425 under the Securities
        Act (17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange
        Act (17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

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

<PAGE>

                SECTION 5 - REGISTRANT'S BUSINESS AND OPERATIONS

             ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 17, 2006, the maturity date of the promissory notes in the aggregate
principal amount of $4.0 million previously issued to affiliates of Soros
Private Equity Partners (the "Notes") was extended for one year to May 1, 2007
(the "Notes").

Attached as Exhibit 99.1 is a copy of the agreement pursuant to which the Notes
were extended.

                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

                  ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(C)  EXHIBITS

99.1 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC

<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 21, 2006                   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 Amendment No. 3, dated as of February 17, 2006, by and between the Company,
Quantum Industrial Partners LDC and SFM Domestic Investments LLC
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>bi60223ex991.txt
<TEXT>
                                                                    Exhibit 99.1

                                 AMENDMENT NO. 3

        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 had an original maturity date of 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 had
an original maturity date of April 14, 2004 (the "October Notes," and, together
with the July Notes, the "Notes");

        WHEREAS, the maturity dates of the Notes have previously been extended
to May 1, 2006; and

        WHEREAS, Bluefly, QIP and SFM desire to further extend the maturity
dates of the 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 May 1, 2007 (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 May 1, 2007 (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.

<PAGE>

        IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and effective as of the 17th day of February, 2006.

        Bluefly, Inc.


        /s/ Patrick C. Barry
        ----------------------------------
        Name:  Patrick C. Barry
        Title: Chief Operating Officer and
               Chief Financial Officer


        Quantum Industrial Partners LDC


        /s/ Jay A. Schoenfarber
        ----------------------------------
        Name:  Jay A. Schoenfarber
        Title: Attorney in fact


        SFM Domestic Investments LLC


        /s/ Jay A. Schoenfarber
        ----------------------------------
        Name:  Jay A. Schoenfarber
        Title: Attorney in fact
</TEXT>
</DOCUMENT>
</SUBMISSION>
