FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PAYNER MELISSA   2. Issuer Name and Ticker or Trading Symbol BLUEFLY INC [BFLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BLUEFLY, INC., 42 WEST 39TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2009 (Street) NEW YORK, NY 10018 4. If Amendment, Date Original Filed(Month/Day/Year) 10/05/2009 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/01/2009   M   140,061 (1) A $ 0 417,269 D   Common Stock 10/01/2009   F   56,066 (2) (6) D $ 1.65 361,203 (6) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Stock Units

(5)

10/01/2009

M

140,061

(3)

(4)

Common Stock

140,061

$ 0

140,061

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PAYNER MELISSA C/O BLUEFLY, INC. 42 WEST 39TH STREET NEW YORK, NY 10018	X		Chief Executive Officer

Signatures

/s/ Melissa Payner-Gregor		10/22/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares of Common Stock distributed in respect of Deferred Stock Units ("DSUs") on October 1, 2009.
(2)	Represents shares of Common Stock retained by Bluefly, Inc. for tax withholding purposes in connection with the distribution of shares of Common Stock in respect of DSUs. This amended Form 4 is being filed solely to make a correction in the number of shares withheld for tax purposes. See footnote 6 for more details.
(3)	Not applicable.
(4)	Not applicable.
(5)	One-for-one.
(6)	This amended Form 4 is being filed solely to correct the number of shares of Common Stock retained by Bluefly, Inc. for tax withholding purposes, which was erroneously reported as 50,912 shares in the original filing. The amounts reflected above represent the correct number of shares of Common Stock retained by Bluefly, Inc. for tax withholding purposes.

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