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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1. Name and Address of Reporting Person * SOROS GEORGE   2. Issuer Name and Ticker or Trading Symbol BLUEFLY INC [BFLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 888 SEVENTH AVE, 33RD FLR 3. Date of Earliest Transaction (Month/Day/Year) 01/25/2007 (Street) NEW YORK, NY 10106 4. If Amendment, Date Original Filed(Month/Day/Year) 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 01/25/2007   X   24,208 A $ 0 (1) 48,601,156 (1) I See footnote (2) Common Stock 01/25/2007   S   22,407 D $ 1.21 (1) 48,601,156 (1) I See footnote (2) Common Stock 01/25/2007   X   792 A $ 0 (1) 1,590,741 (1) I See footnote (3) Common Stock 01/25/2007   S   733 D $ 1.21 (1) 1,590,741 (1) I See footnote (3)

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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

Common Stock Warrants

$ 1.12

01/25/2007

X

24,208

01/28/2003

01/27/2007

Common Stock

24,208 (2)

$ 0

0

I

See footntoe (2)

Common Stock Warrants

$ 1.12

01/25/2007

X

792

01/28/2003

01/27/2007

Common Stock

792 (3)

$ 0

0

I

See footntoe (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SOROS GEORGE 888 SEVENTH AVE 33RD FLR NEW YORK, NY 10106		X

Signatures

/s/ Jay Schoenfarber, Attorney-in-Fact for George Soros		01/29/2007
**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)	Reflects the exercise of warrants using a cashless exercise feature.
(2)	These securities are held for the benefit of Quantum Industrial Partners LDC, an exempted limited duration company formed under the laws of the Cayman Islands (QIP). QIH Management Investor, L.P., an investment advisory firm organized as a Delaware limited partnership (QIHMI), is a minority shareholder of, and is vested with investment discretion with respect to portfolio assets held for the account of QIP. The sole general partner of QIHMI is QIH Management LLC, a Delaware limited liability company (QIH Management). Soros Fund Management LLC, a Delaware limited liability company (SFM), is the sole managing member of QIH Management. The reporting person is the chairman of SFM and, in such capacity, may be deemed to have voting and dispositive power over securities held for the benefit of QIP.
(3)	These securities are held for the benefit of SFM Domestic Investments LLC, a Delaware limited liability company (SFMD). The reporting person may be deemed to have voting and dispositive power over the securities held for the benefit of SFMD.

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