UNITED STATES
                             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): October 16, 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))




On  October  16,  2006,  Riad  Abrahams  resigned  as a member  of the  Board of
Directors  (the  "Board")  and  the  Option  Plan/Compensation   Committee  (the
"Compensation  Committee") of Bluefly,  Inc. (the  "Company").  Mr. Abrahams had
been designated to serve on the Board by private funds  associated with Maverick
Capital, Ltd. ("Maverick").

On October 17, 2006, the Board appointed Alex Rafal as a member of the Board and
the  Compensation  Committee,  to fill  the  vacancy  created  by Mr.  Abrahams'

Mr. Rafal is a Managing  Director in the Retail Group at Maverick,  where he has
worked  since  2001.  Prior to  Maverick  he was a  Managing  Director  at Tiger
Management  in  their  Consumer  Group.  Mr.  Rafal  is a  Member  of the  Tiger
Foundation  Education  Committee.  He received his B.A.  from the  University of

Mr. Rafal has been  designated to serve on the Board by Maverick.  In June 2006,
the Company entered into a Stock Purchase  Agreement (the "Purchase  Agreement")
with Maverick,  private funds  associated with Prentice Capital  Management,  LP
("Prentice,"  and,  together with Maverick,  the  "Investors") and affiliates of
Soros Fund Management LLC ("Soros"), the Company's largest stockholder, pursuant
to which,  among  other  things,  the  Company  agreed to sell to  Maverick  and
Prentice  60,975,610  shares of its common stock,  par value $.01 per share (the
"Common  Stock"),  at a price of $0.82 per share,  in a private  placement  (the
"Private  Placement")  for an  aggregate  of $50  million.  The  purchase  price
represented an 11% premium over the closing price of the Company's  Common Stock
as of the date that the  definitive  agreement  was  signed and  announced.  The
Private  Placement was  consummated  on June 15, 2006.  At the closing,  203,016
shares  were  purchased  by a  holder  of the  Company's  Series  D  Convertible
Preferred Stock in connection with the exercise of its preemptive  rights.  This
amount  reduced on a pro rata basis the amount of shares  Maverick  and Prentice
otherwise  would have been  entitled to purchase  under the Purchase  Agreement.
Concurrent with the closing of the Private Placement, Soros converted all of its
outstanding  shares of Series A,  Series  B,  Series C,  Series D,  Series E and
Series F Convertible Preferred Stock into 44,729,960 shares of Common Stock.

Under  the  terms of the  Purchase  Agreement,  the  Company  agreed  to use its
commercially  reasonable efforts to (i) prepare and file with the Securities and
Exchange  Commission  (the "SEC") a registration  statement  (the  "Registration
Statement")  to  register  the resale of the shares of Common  Stock sold in the
Private  Placement  within  120 days of the  closing  date and  (ii)  cause  the
Registration  Statement  to be declared  effective by the SEC within 180 days of
the  closing  date.  The  Registration  Statement  has been  filed and  declared
effective. The Investors also received certain "piggy-back"  registration rights
covering the Common Stock purchased in the Private Placement.

Pursuant to the Purchase  Agreement,  Soros,  Maverick and Prentice  each agreed
that  it will  not,  without  the  approval  of a  majority  of the  independent
directors  of the Company (i) for a period of three years from the closing  date
of the Private Placement,  purchase or acquire, or agree to purchase or acquire,
any  shares of our  capital  stock,  subject to  certain  exceptions,  including
exceptions  for the (x) the purchase of shares  pursuant to their Right of First
Refusal (as defined below) and, (y) after eighteen months from the closing date,
a purchase by any such selling  stockholder  of shares of capital  stock up to a
level  which does not equal or exceed  the lesser of (x) 30% of the  outstanding
shares of the Company's  Common Stock at the time of such  purchase,  or (y) the
ownership  of Soros  at the time of such  purchase;  or a  purchase  by Soros of
shares of  capital  stock in an amount  up to 15% of the  outstanding  shares of
Common  Stock on the  closing  date,  (ii) for a period of five  years  from the
closing date,  except as provided in the Voting  Agreement (as defined below) or
the Purchase Agreement,  join a partnership,  limited partnership,  syndicate or
other group within the meaning of Section 13(d) of the  Securities  Exchange Act
of 1934, as amended,  including a group  consisting  of other  Investors for the
purpose of  acquiring,  holding  or voting  any  shares of capital  stock of the
Company,  or (iii) for a period of three  years from the closing  date,  seek to
commence  a proxy  contest  or other  proxy  solicitation  for the  purposes  of
modifying  the  composition  of the Board of Directors.

The  Purchase  Agreement  further  provides  that,  subject to  certain  limited
exceptions,  Soros,  Maverick  and  Prentice  will not,  for a period of six (6)
months  after the closing  date,  sell,  offer to sell,  solicit  offers to buy,
dispose  of,  loan,  pledge or grant any right  with  respect  to, any shares of
capital stock of the Company.

The Purchase  Agreement  also  provides a right of first  refusal (the "Right of
First Refusal") to Soros,  Maverick and Prentice to provide the financing in any
private  placement of the  Company's  Common  Stock that it seeks to  consummate
within one year of the closing  date.  The Right of First  Refusal is subject to
certain maximum ownership restrictions and certain other exceptions set forth in
the Purchase Agreement.

Pursuant to the Private  Placement,  the Company entered into a voting agreement
with Soros,  Maverick and Prentice (the "Voting  Agreement"),  pursuant to which
Soros has the right to  designate  three  designees  to the  Company's  Board of
Directors  and each of Maverick  and Prentice  have the right to  designate  one
designee,  in each case subject to minimum  ownership  thresholds and subject to
compliance with applicable Nasdaq rules. The Voting Agreement also provides that
one designee of Soros and the  designee of each of Maverick  and  Prentice  will
have the right to serve on the  Compensation  Committee and the  Governance  and
Nominating  Committee  of the Board of  Directors,  subject to  compliance  with
Nasdaq's rules regarding  independent  directors serving on such committees,  or
Nasdaq's transitional rules, to the extent applicable.  If the Board establishes
an Executive  Committee,  the designees of Soros,  Maverick and Prentice will be
entitled to also serve on such committee.






     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.

Date: October 20, 2006                        By:    /s/ Patrick C. Barry
                                              Name:  Patrick C. Barry
                                              Title: Chief Operating Officer and
                                                     Chief Financial Officer