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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MAVERICK CAPITAL LTD 		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)

300 CRESCENT COURT, 18TH FLOOR,  		3. Date of Earliest Transaction (MM/DD/YYYY)

3/26/2008
(Street)

DALLAS, TX 72501
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/28/2008 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 (right to buy)   $5.10   (1) 3/26/2008     J     19796   (1)      3/26/2008   3/26/2013   Common Stock   19796   (1) $0   (2) 19796   (1) I   See Footnote   (3)

Explanation of Responses:
( 1)  The warrants were amended and restated on April 8, 2008, with effect as of March 26, 2008, to give effect to the 1-for-10 reverse stock split of the common stock of Bluefly, Inc. (the "Issuer"), par value $0.01 per share (the "Common Stock"), effective as of April 3, 2008, and to fix the exercise price of the warrants so as to equal the split-adjusted closing price of the Common Stock on March 25, 2008, the day immediately preceding the issuance of the warrants.
( 2)  The warrants reported were issued to the Portfolio Funds (as defined below) by the Issuer in consideration for a $3,000,000 financing commitment made pursuant to a Committment Letter Agreement executed by the Portfolio Funds and certain other unrelated investors on March 26, 2008.
( 3)  Of the 19,796 warrants reported, 3,772 warrants are held by Maverick Fund USA, Ltd., 8,557 warrants are held by Maverick Fund, L.D.C., and 7,467 warrants are held by Maverick Fund II, Ltd. (the three funds are referred to as the "Portfolio Funds"). Maverick Capital, Ltd. ("Maverick Capital"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, acts as the investment manager for the Portfolio Funds, and has sole voting and dispositive power over the securities held by the Portfolio Funds. Maverick Capital Management, LLC ("Maverick Management") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick Management who is granted sole investment decision pursuant to Maverick Management's limited liability company regulations. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MAVERICK CAPITAL LTD
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501
X

MAVERICK FUND USA LTD
C/O MAVERICK CAPITAL, LTD.
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501
X

MAVERICK FUND LDC
C/O MAVERICK CAPITAL, LTD.
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501
X

MAVERICK FUND II LTD
C/O MAVERICK CAPITAL, LTD.
300 CRESCENT COURT, 18TH FLOOR
DALLAX, TX 72501
X

MAVERICK CAPITAL MANAGEMENT LLC
300 CRESCENT COURT, 18TH FLOOR
DALLAS, TX 72501
X

AINSLIE LEE S III
767 FIFTH AVENUE, 11TH FLOOR
11TH FLOOR
NEW YORK, NY 10153
X


Signatures
/s/ John T. McCafferty, Attorney-in-Fact 4/10/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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