SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* QUANTUM INDUSTRIAL PARTNERS LDC ET AL (Last) (First) (Middle) KAYA FLAMBOYAN 9 WILLEMSTAD, CURACAO (Street) NETHERLANDS ANTILLES (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 03/26/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/28/2008	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. 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

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 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: 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	$5.1 ( 1 )	03/26/2008		J		31,665 ( 1 )		03/26/2008	03/26/2013	Common Stock	31,665 ( 1 ) ( 2 )	( 3 )	31,665 ( 1 )	D

1. Name and Address of Reporting Person* QUANTUM INDUSTRIAL PARTNERS LDC ET AL (Last) (First) (Middle) KAYA FLAMBOYAN 9 WILLEMSTAD, CURACAO (Street) NETHERLANDS ANTILLES (City) (State) (Zip)

1. Name and Address of Reporting Person* QIH MANAGEMENT INVESTOR LP (Last) (First) (Middle) KAYA FLAMBOYAN 9 WILLEMSTAD, CURACAO (Street) P7 ANTILLES (City) (State) (Zip)

1. Name and Address of Reporting Person* QIH MANAGEMENT LLC (Last) (First) (Middle) (Street) (City) (State) (Zip)

1. Name and Address of Reporting Person* SOROS FUND MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip)

Explanation of Responses:

1. The securities reported herein 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 the Issuer, effective as of April 3, 2008, and to fix the exercise price of the securities 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 securities.

2. These securities are held for the account 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, is the sole managing member of QIH Management.

3. The securities reported herein were issued to the Reporting Person by the Issuer in consideration for the Reporting Person's commitment to provide the Issuer with certain debt financing on a standby basis which, subject to certain conditions, the Issuer may draw upon at any time prior to March 26, 2009.

	Jay Schoenfarber, Attorney-in-Fact for Quantum Industrial Partners LDC	04/08/2008
	** Signature of Reporting Person	Date
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