EXHIBIT 3.3

                CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES

                 AND RIGHTS OF SERIES 2002 CONVERTIBLE PREFERRED

                             STOCK OF BLUEFLY, INC.

      BLUEFLY, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), DOES HEREBY CERTIFY
THAT:

            Pursuant to authority conferred upon the Board of Directors of the
Company (the "Board") by the Certificate of Incorporation of the Company (the
"Certificate of Incorporation"), and pursuant to the provisions of ss. 151 of
the Delaware General Corporation Law (the "DGCL"), the Board, at a meeting held
on August 9, 2002, duly adopted the following resolution providing for the
voting powers, designations, preferences and rights, and the qualifications,
limitations and restrictions, of the Series 2002 Convertible Preferred Stock.

            WHEREAS, the Certificate of Incorporation provides for two classes
of shares known as common stock, $0.01 par value per share (the "Common Stock"),
and preferred stock, $0.01 par value per share (the "Preferred Stock"); and

            WHEREAS, the Board is authorized by the Certificate of Incorporation
to provide for the issuance of the shares of Preferred Stock in one or more
series, and by filing a certificate pursuant to the DGCL, to establish from time
to time the number of shares to be included in any such series and to fix the
voting powers, designations, preferences and rights of the shares of any such
series, and the qualifications, limitations and restrictions thereof.

            NOW, THEREFORE, BE IT RESOLVED, that the Board deems it advisable
to, and hereby does, designate a Series 2002 Convertible Preferred Stock and
fixes and determines the voting powers, designations, preferences and rights,
and the qualifications, limitations and restrictions relating to the Series 2002
Convertible Preferred Stock as follows:

      1. Designation. There shall hereby be created and established a series of
Preferred Stock, and the shares of such series of Preferred Stock shall be
designated "Series 2002 Convertible Preferred Stock" (referred to herein as the
"Series 2002 Stock"). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in Section 11 below.

      2. Authorized Number. The number of shares constituting the Series 2002
Stock shall be 2,100.

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      3. Ranking. The Series 2002 Stock shall rank, as to rights upon a
liquidation, dissolution or winding up of the Company, on parity with the
Company's currently outstanding Series A Convertible Preferred Stock, $0.01 par
value per share (the "Series A Stock"), and the Company's currently outstanding
Series B Convertible Preferred Stock, $0.01 par value per share (the "Series B
Stock"), and senior and prior to the Common Stock and to all other classes or
series of stock issued by the Company, currently and in the future, except as
otherwise approved by the affirmative vote or consent of the holders of a
majority of the then-outstanding shares of Series 2002 Stock pursuant to Section
7 hereof. All equity securities of the Company to which the Series 2002 Stock
ranks prior, whether upon liquidation, dissolution, winding up or otherwise,
including the Common Stock, are collectively referred to herein as "Junior
Securities."

      4. Dividends. Dividends shall be payable with respect to shares of Series
2002 Stock only if, and to the extent, declared by the Board. The holders of
shares of Series 2002 Stock shall not be entitled to receive any dividends with
respect to such shares except in accordance with this Section 4.

      5. Conversion. Subject to the terms and conditions of this Section 5, the
holder of any share or shares of Series 2002 Stock shall have the right, at its
option, at any time and from time to time, upon the consummation of any
Subsequent Round of Financing to convert each such share (or fraction thereof)
of Series 2002 Stock into a number of fully paid and nonassessable Subsequent
Round Securities (with the most favorable terms received by any investor in such
Subsequent Round of Financing) equal to the quotient obtained by dividing the
Series 2002 Liquidation Preference by the lowest price per Subsequent Round
Security paid by any investor in such Subsequent Round of Financing. Written
notice of a Subsequent Round of Financing stating the date on which such
Subsequent Round of Financing is expected to become effective and describing the
terms and conditions of such Subsequent Round of Financing shall be delivered by
the Company to, and received by, the holders of shares of Series 2002 Stock not
less than 10 days prior to the consummation of such Subsequent Round of
Financing. The rights of conversion pursuant to this Section 5 shall be
exercised by the holder of shares of Series 2002 Stock by giving written notice,
which shall be received by the Company not less than five (5) days prior to the
consummation of such Subsequent Round of Financing that the holder elects to
convert a stated number of shares of Series 2002 Stock into Subsequent Round
Securities and by the surrender of a certificate or certificates for the shares
to be so converted to the Company at its principal office (or such other office
or agency of the Company as the Company may designate by notice in writing to
the holders of the Series 2002 Stock) at any time during its usual business
hours, together with a statement of the name or names (with address) in which
the certificate or certificates for Subsequent Round Securities shall be issued.
Promptly after the surrender of the certificate or certificates for shares of
Series 2002 Stock to be converted as set forth above, and upon consummation of
the Subsequent Round of Financing pursuant to which such shares of Series 2002
Stock are to be converted, the Company shall issue and deliver, or cause to be
issued or delivered, to the holders, registered in such name or names as such
holders may direct, a certificate or certificates for the number and type of
Subsequent Round Securities issuable upon


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conversion of such shares of Series 2002 Stock. To the extent that, following
surrender of any certificate or certificates for shares of Series 2002 Stock to
be converted as set forth above, the Company determines not to proceed with the
Subsequent Round of Financing pursuant to which such shares of Series 2002 Stock
are to be converted, such certificates shall be returned immediately following
such determination to the holders thereof and the shares of Series 2002 Stock
represented by such certificates shall remain outstanding. No fractional
Subsequent Round Securities shall be issued upon conversion of the shares of
Series 2002 Stock. If any fractional Subsequent Round Security would, except for
the provisions of the immediately preceding sentence, be delivered upon such
conversion, the Company, in lieu of delivering such fractional Subsequent Round
Securities, shall pay to the holder surrendering the shares of Series 2002 Stock
for conversion an amount in cash equal to the current market price of such
fractional Subsequent Round Security as determined in good faith by the Board.
The issuance of certificates for Subsequent Round Securities upon conversion of
the shares of Series 2002 Stock shall be made without charge to the holders
thereof for any issuance tax in respect thereof, provided that the Company shall
not be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a name other than
that of the holder of the shares of Series 2002 Stock which is being converted.

      6. Liquidation Rights. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company resulting in a distribution of assets
to the holders of any class or series of the Company's capital stock (each such
event, a "Series 2002 Liquidation"), each holder of shares of Series 2002 Stock
will be entitled to payment out of the assets of the Company available for
distribution of an amount per share in cash equal to the Series 2002 Liquidation
Preference, such amount to be paid on a pari passu basis and pro rata according
to their respective liquidation preferences with the amount distributable as
liquidation preferences to the holders of the Series A Stock and Series B Stock
and before any distribution is made on any Junior Securities, including, without
limitation, Common Stock of the Company. If, upon any Series 2002 Liquidation,
the assets to be distributed among the holders of shares of Series 2002 Stock
shall be insufficient to permit payment to the holders of shares of Series 2002
Stock of the full Series 2002 Liquidation Preference for each such share, then
all of the assets of the Company to be so distributed as liquidation preferences
to the holders of shares of Series A Stock, Series B Stock and Series 2002 Stock
shall be distributed among the holders of shares of Series A Stock, Series B
Stock and Series 2002 Stock ratably in proportion to the amounts that would be
payable to such holders if such assets were sufficient to permit payment in
full.

      7. Voting Rights; Amendment and Waiver. Except as otherwise expressly
provided herein or as required under the DGCL, the Series 2002 Stock shall be
non-voting. For so long as any shares of Series 2002 Stock are outstanding, the
Company shall not, without the prior approval of the holders of at least a
majority of the then-outstanding shares of Series 2002 Stock, given in writing
or at a meeting, consenting or voting (as the case may be) separately as a
series, (i) effect any transaction or other action that would adversely affect
the rights, preferences, powers and privileges of the Series 2002 Stock or (ii)
designate or issue any shares of capital stock of the Company, or any rights,
warrants or options exchangeable for or convertible into


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capital stock of the Company, ranking pari passu with or senior to the Series
2002 Stock in the event of a liquidation, dissolution or winding up of the
Company. Notwithstanding any other provision hereof, the holders of at least a
majority of the then-outstanding shares of Series 2002 Stock shall have the
right and authority to waive any power, preference or right of the Series 2002
Stock by delivering to the Company a written waiver executed by such holders.

      8. Reservation of Subsequent Round Securities. The Company shall reserve
and keep available solely for issuance upon the conversion of shares of Series
2002 Stock, such number and type of Subsequent Round Securities as will from
time to time be sufficient to permit the conversion of all outstanding shares of
Series 2002 Stock for which a holder has elected to exercise its right pursuant
to Section 5 to convert such shares into such Subsequent Round Securities, and,
if applicable, shall take all action to increase the authorized number of
Subsequent Round Securities if at any time there shall be insufficient
authorized but unissued Subsequent Round Securities to permit such reservation
or to permit the conversion of all outstanding shares of Series 2002 Stock for
which a holder has elected to exercise its rights pursuant to Section 5 to
convert such shares into such Subsequent Round Securities. The Company covenants
that all Subsequent Round Securities which shall be so issued shall be duly
authorized, validly issued, fully paid and non-assessable by the Company and
free from any taxes, liens and charges with respect to the issue thereof. The
Company will take all such action as may be necessary to ensure that all such
Subsequent Round Securities may be so issued without violation of any applicable
law or regulation, or of any requirement of any national securities exchange or
quotation system upon which the Common Stock may be listed.

      9. Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

      10. Severability of Provisions. If any voting powers, preferences and
rights of the Series 2002 Stock and qualifications, limitations and restrictions
thereof set forth herein (as this Certificate of Designations may be amended
from time to time) are invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other voting powers, preferences
and rights of Series 2002 Stock and qualifications, limitations and restrictions
thereof set forth herein (as so amended) which can be given effect without the
invalid, unlawful or unenforceable voting powers, preferences and rights of
Series 2002 Stock and qualifications, limitations and restrictions thereof
shall, nevertheless, remain in full force and effect, and no voting powers,
preferences and rights of Series 2002 Stock and qualifications, limitations and
restrictions thereof herein set forth shall be deemed dependent upon any other
such voting powers, preferences and rights of Series 2002 Stock and
qualifications, limitations and restrictions thereof unless so expressed herein.

      11. Certain Definitions. The following terms shall have the following
meanings (with terms defined in the singular having comparable meanings when
used in the plural and vice


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versa), unless the context otherwise requires:

      "Series 2002 Liquidation Preference" means an amount per share equal to
$1,000, as adjusted to reflect stock splits, stock dividends, combinations and
other similar occurrences.

      "Subsequent Round of Financing" means the offer and sale for cash by the
Company of its equity securities.

      "Subsequent Round Securities" means the equity securities sold in the
Subsequent Round of Financing; provided that, to the extent that two or more
types or classes of equity securities are sold as a unit in the Subsequent Round
of Financing, "Subsequent Round Securities" shall mean a unit consisting of the
same types or classes of equity securities, in the same proportion, as the units
sold in the Subsequent Round of Financing.

      12. Exclusion of Other Rights. Except as may otherwise be required by law,
shares of Series 2002 Stock shall not have any voting powers, designations,
preferences and rights, other than those specifically set forth herein (as may
be amended from time to time) and in the Certificate of Incorporation.

      13. Registered Holders. A holder of Series 2002 Stock registered on the
Company's stock transfer books as the owner of shares of Series 2002 Stock shall
be treated as the owner of such shares for all purposes. All notices and all
payments required to be mailed to a holder of shares of Series 2002 Stock shall
be mailed to such holder's registered address on the Company's stock transfer
books, and all dividend and redemption payments to a holder of shares of Series
2002 Stock made hereunder shall be deemed to be paid in compliance hereof on the
date such payments are deposited into the mail addressed to such holder at his
registered address on the Company's stock transfer books.

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      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Designations this 8th day of August, 2002.

                                               BLUEFLY, INC.


                                               By: /s/ E. Kenneth Seiff
                                                   -----------------------------
                                               Name: E. Kenneth Seiff
                                               Title: Chief Executive Officer


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