Ownership Submission
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 *
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 (Month/Day/Year)
07/23/2008
(Street)

DALLAS, TX 72501		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Convertible Promissory Note $ 3.65 07/23/2008   J(1)   $ 215,580   07/23/2008 07/23/2011 Common Stock 59,063 (2) $ 0 $ 215,580 I See Footnote (5) (6)
Convertible Promissory Note $ 3.65 07/23/2008   J(1)   $ 489,000   07/23/2008 07/23/2011 Common Stock 133,973 (3) $ 0 $ 489,000 I See Footnote (5) (7)
Convertible Promissory Note $ 3.65 07/23/2008   J(1)   $ 426,720   07/23/2008 07/23/2011 Common Stock 116,910 (4) $ 0 $ 426,720 I See Footnote (5) (8)

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   07/25/2008
**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) On March 26, 2008, Bluefly, Inc. (the "Issuer") entered into a Standby Commitment Agreement with Maverick Fund USA, Ltd., Maverick Fund II, Ltd., Maverick Fund, L.D.C. and certain other unrelated investors to provide the Issuer with debt financing up to $3,000,000 (the "Commitment Amount"). On July 23, 2008, the Issuer borrowed the full Commitment Amount pursuant to a Note Purchase Agreement and issued convertible promissory notes.
(2) These securities are convertible at the option of the holder into (i) 59,063 shares of common stock, $0.01 par value per share of the Issuer ("Common Stock") or (ii) that number of equity securities the Issuer sells for cash in a future financing (the "Subsequent Securities") equal to the principal amount of the note divided by the lowest price paid by any purchaser of the Subsequent Securities (the "Subsequent Conversion Price").
(3) These securities are convertible at the option of the holder into (i) 133,973 shares of Common Stock or (ii) that number of Subsequent Securities equal to the principal amount of the note divided by the Subsequent Conversion Price.
(4) These securities are convertible at the option of the holder into (i) 116,910 shares of Common Stock or (ii) that number of Subsequent Securities equal to the principal amount of the note divided by the Subsequent Conversion Price.
(5) 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.
(6) By Maverick Fund USA, Ltd.
(7) By Maverick Fund, L.D.C.
(8) By Maverick Fund II, Ltd.

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