WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): April 8, 2008

                                  BLUEFLY, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                      001-14498               13-3612110
          --------                      ---------               ----------
(State or Other Jurisdiction of  (Commission File Number)   (I.R.S. Employer
        Incorporation)                                    Identification Number)

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

                                 (212) 944-8000
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (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:

|_| 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))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Amendment to Warrants

        On April 8, 2008, Bluefly, Inc. (the "Company") amended and restated
certain warrants (the "Warrants") that were issued to affiliates of Soros Fund
Management LLC and private funds associated with Maverick Capital, Ltd. in March
2008. The Warrants were amended and restated, with effect as of the date of
issuance, to give effect to the 1-for-10 reverse stock split of Common Stock
effective as of April 3, 2008 and to fix the exercise price of the warrants so
as to equal the split-adjusted closing price of the Common Stock on March 25,
2008, the day immediately preceding the issuance of the warrants.

Amended and Restated Matson Employment Agreement

        On April 10, 2008, the Company entered into an amended and restated
employment agreement (the "Matson Agreement") with Brad Matson providing for his
continued service as Chief Marketing Officer of the Company. The Matson
Agreement amends and restates the earlier employment agreement between the
Company and Mr. Matson, which was set to expire in September 2008. The Matson
Agreement has a term ending on March 31, 2011.

        Pursuant to the Matson Agreement, Mr. Matson is entitled to an annual
base salary of $350,000, subject to increases in the sole discretion of the
Compensation Committee of the Board (the "Compensation Committee"). Mr. Matson
is eligible to receive an annual performance bonus in an amount determined by
the Compensation Committee in its sole discretion. In the event that, prior to
December 31, 2008, Mr. Matson opts to terminate his employment by providing the
Company with 30 days' written notice and an effective termination date occurring
after December 31, 2008, he shall receive a bonus of $116,555 as part of the
first regularly scheduled payroll of 2009 in lieu of any other bonuses that
would have been paid for the 2008 year. In the event that Matson does not so
terminate his employment he will be eligible to receive a bonus for the 2008
year as determined by the Compensation Committee. In addition, for the months
from May 2008 through December 2008, the Company will pay up to $9,500 per month
for appropriate monthly temporary housing, and will pay Matson a monthly
"gross-up" bonus to compensate for any taxes due on such housing allowance.
During the term of the Matson Agreement, Mr. Matson shall be eligible to
participate in all medical and other employee benefit plans of the Company on
the same terms and conditions as those offered to other senior executive
officers of the Company.

        Pursuant to the Matson Agreement, if Mr. Matson's employment is
terminated without Cause (as defined in the Matson Agreement) or as a result of
a Constructive Termination (as defined in the Matson Agreement), he would be
entitled to receive his base salary through the date of termination, plus
unreimbursed business expenses and bonuses that have been earned and awarded but
not yet paid, as well as his then-current base salary for 180 days from the date
of termination (the "Severance Period"). Mr. Matson is subject to certain
covenants under the Matson Agreement, including a non-competition and
non-solicitation covenant covering the term of his employment and an additional
period of two (2) years thereafter.


        The foregoing description is qualified in its entirety by reference to
the Matson Agreement which is attached as Exhibit 10.1 hereto.

Item 9.01.  Financial Statements and Exhibits.

(c)  Exhibits

10.1 Amended and Restated Employment Agreement, by and between the Company and
Bradford Matson, dated April 10, 2008.



        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.

Dated:  April 11, 2008

                                           BLUEFLY, INC.

                                           By: /s/ Kara B. Jenny
                                           Name: Kara B. Jenny
                                           Title: Chief Financial Officer


                                INDEX TO EXHIBITS

Exhibit No.

10.1  Amended and Restated Employment Agreement, by and between the Company and
Bradford Matson, dated April 10, 2008.