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): August 12, 2008

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

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

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

|_| 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 5.02. Departure of Directors or Principal Officers; Election  of Directors;
Appointment of Principal Officers.

         On August 12, 2008, Mario Ciampi was appointed as a member of the Board
of  Directors (the  "Board") of  Bluefly, Inc.  (the "Company")  and the  Option
Plan/Compensation Committee of the Board (the "Compensation Committee").

         Mr. Ciampi has been designated to  serve on the Board by private  funds
associated  with  Prentice Capital  Management,  LP ("Prentice")  pursuant  to a
Voting Agreement (the  "Voting Agreement") by  and among the  Company, Prentice,
private funds associated with Maverick Capital, Ltd. ("Maverick") and affiliates
of Soros Fund Management LLC ("Soros"). Under the terms of the Voting Agreement,
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.

Dated: August 15, 2008

                                           BLUEFLY, INC.

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