UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549


FORM
10-K / A


(Amendment
No. 1)





[ X ]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the fiscal year ended December 31,
2008


OR


[    ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the transition period from_________ to
  __________





Commission
File Number 000-24821


BLUEFLY,
INC.


(Name
of registrant as specified in its charter)


Delaware
              
              13-3612110(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer Identification Number)42
      West 39th
      Street, New York, NY
              
              10018(Address
      of principal executive offices)
              
              (Zip
      Code)


Registrant’s telephone number:
(212) 944-8000





Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of
1934:





Title
      of each class
                Common
      stock, par value $.01 per share
              
              Name
      of Exchange on Which Registered
                The
      Nasdaq Stock Market LLC





Securities
registered under Section 12(g) of the Exchange
Act:   None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.     Yes
[  ]     No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.     Yes
[  ]     No [X]





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.    Yes
[X]        No
[   ]





Indicate
by check mark whether disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.     [X]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a smaller reporting
company.  See the definitions of “larger accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):







Large
      accelerated filer [  ]
            Accelerated
      filer    [  ]
            Non-accelerated
      filer [   ]
            Smaller
      reporting company  [ X ](Do
      not check if a smaller reporting company)





Indicate
by check mark if the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).      Yes
[  ]     No [X]





As of
February 27, 2009, there were 13,831,950 shares of Common Stock, $.01 par value,
of the registrant outstanding.  The aggregate market value of the
voting and non-voting common equity held by non-affiliates as of June 30, 2008,
based upon the last sale price of such equity reported on the Nasdaq Capital
Market, was approximately $8.3 million.





DOCUMENTS
INCORPORATED BY REFERENCE


Certain
information required by Part III of Form 10-K is incorporated by reference to
the Registrant’s proxy statement for the 2009 Annual Stockholders Meeting, which
will be filed with the Securities and Exchange Commission.











EXPLANATORY
NOTE




This
Amendment No. 1 to the annual report on Form 10-K of Bluefly, Inc. (the
“Company”) for the year ended December 31, 2008, originally filed on March 5,
2009, is being filed to correct a typographical error in the listing on the
cover page of the number of shares of Common Stock outstanding as of February
27, 2009.  The correct number of shares outstanding as of such date is
13,831,950, as indicated on the cover page of this Amendment No. 1.




This
Amendment No. 1 does not reflect events occurring after March 5, 2009 and does
not update or modify in any way the results of operations, financial position,
cash flows or other disclosures in the Company’s Form 10-K filed on March 5,
2009.




As
required by Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, new certifications by our principal executive officer and principal
financial officer are filed as exhibits to this Amendment No. 1 to the Company’s
Form 10-K under Item 15 of Part IV.









INDEX




PagePart IV.Item
      15.
            
            Exhibits
      and Financial Statement Schedules
            
            3Signatures
            
            4







2


PART
IV.











Item 15.Exhibits and Financial Statement
Schedules









(a)(3)
            Exhibits:




Exhibit
      No.
                  Description 31.1
                  Certification
      Pursuant to Rule
13a-14(a)/15d-14(a).
  31.2
                Certification
      Pursuant to Rule
13a-14(a)/15d-14(a).
  32.1
                Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
  32.2
                Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.


3


SIGNATURES





Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.








BLUEFLY,
INC.







By/s/ Melissa
Payner-Gregor Melissa
Payner-Gregor Chief
Executive Officer





March 10,
2009


4