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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 2)*

                                  Bluefly, Inc.
           -----------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
           -----------------------------------------------------------
                         (Title of Class of Securities)

                                   0966227103
           -----------------------------------------------------------
                                 (CUSIP Number)

                                February 12, 2007
           -----------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

    [ ]  Rule 13d-1(b)
    [X]  Rule 13d-1(c)
    [ ]  Rule 13d-1(d)

----------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

================================================================================



--------------------------------------------------------------------------------
CUSIP NO. 096227103                                            Page 2 of 5 Pages
--------------------------------------------------------------------------------
1.    NAMES OF REPORTING PERSONS
      IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
            Melissa Payner-Gregor
--------------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) [ ]
                                                                         (b) [X]
--------------------------------------------------------------------------------
3.    SEC USE ONLY

--------------------------------------------------------------------------------
4.    CITIZENSHIP OR PLACE OF ORGANIZATION
            United States citizen
--------------------------------------------------------------------------------
                  5.    SOLE VOTING POWER
                        828,756
   NUMBER OF      --------------------------------------------------------------
     SHARES       6.    SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY      --------------------------------------------------------------
      EACH        7.    SOLE DISPOSITIVE POWER
   REPORTING            828,756
  PERSON WITH     --------------------------------------------------------------
                  8.    SHARED DISPOSITIVE POWER

--------------------------------------------------------------------------------
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            828,756
--------------------------------------------------------------------------------
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (See Instructions)                                                     [ ]

--------------------------------------------------------------------------------
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            0.63%
--------------------------------------------------------------------------------
12.   TYPE OF REPORTING PERSON (See Instructions)
            IN
--------------------------------------------------------------------------------



                                                               Page 3 of 5 Pages

Item 1.       (a)   Name of Issuer:

                          Bluefly, Inc.

              (b)   Address of Issuer's Principal Executive Offices:

                          42 West 39th Street
                          New York, New York 10018

Item 2.       (a)   Name of Person Filing:

                          Melissa Payner-Gregor

              (b)   Address of Principal Business Office or, if none, Residence:

                          Ms. Payner-Gregor's business address is
                          42 West 39th Street, New York, New York 10018.

              (c)   Citizenship:

                          United States citizen

              (d)   Title of Class of Securities:

                          Common Stock

              (e)   CUSIP Number:

                          096227103

Item 3.       If this statement is filed pursuant to Sections 240.13d-1(b)
              or 240.13d-2(b) or (c), check whether the person filing is a:

        (a)   [ ]   Broker or dealer registered under Section 15 of the Act.
        (b)   [ ]   Bank as defined in Section 3(a)(6) of the Act.
        (c)   [ ]   Insurance company as defined in Section 3(a)(19) of the Act.
        (d)   [ ]   Investment company registered under Section 8 of the
                    Investment Company Act of 1940.
        (e)   [ ]   An investment adviser in accordance with
                    Section 240.13d-1(b)(1)(ii)(E).
        (f)   [ ]   An employee benefit plan or endowment fund in accordance
                    with Section 240.13d-1(b)(1)(ii)(F).
        (g)   [ ]   A parent holding company or control person in accordance
                    with Section 240.13d-1(b)(1)(ii)(G).
        (h)   [ ]   A savings associations as defined in Section 3(b) of the
                    Federal Deposit Insurance Act.
        (i)   [ ]   A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the Investment
                    Company Act of 1940.
        (j)   [ ]   Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).



                                                               Page 4 of 5 Pages

Item 4.       Ownership.

                    As of the date hereof, Melissa Payner-Gregor beneficially
              owns 828,756 shares of common stock of the Issuer (the "Shares"),
              representing approximately 0.63% of the Shares outstanding,
              including: (i) 591,256 Shares; and (ii) 237,500 Shares issuable
              upon the exercise of stock options that are exercisable within 60
              days of the date hereof.

                    Ms. Payner-Gregor has the sole voting and dispositive power
              with respect to all of the Shares.

Item 5.       Ownership of Five Percent or Less of a Class.

                    If this statement is being filed to report the fact that as
              of the date hereof the reporting person has ceased to be the
              beneficial owner of more than five percent of the class of
              securities, check the following [X].

Item 6.       Ownership of More than Five Percent on Behalf of Another Person.

                    Not applicable.

Item 7.       Identification and Classification of the Subsidiary Which Acquired
              the Security Being Reported on By the Parent Holding Company or
              Control Person.

                    Not applicable.

Item 8.       Identification and Classification of Members of the Group.

                    Not applicable.

Item 9.       Notice of Dissolution of Group.

                    Not applicable.

Item 10.      Certification.

                    By signing below I certify that, to the best of my knowledge
              and belief, the securities referred to above were not acquired and
              are not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purpose or effect.



                                                               Page 5 of 5 Pages

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                         February 12, 2007
                                                   -----------------------------
                                                              (Date)

                                                     /s/ Melissa Payner-Gregor
                                                   -----------------------------
                                                            (Signature)

                                                       Melissa Payner-Gregor
                                                   -----------------------------
                                                           (Name/Title)

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.

Attention:    Intentional  misstatements or omissions of fact constitute
              Federal  criminal  violations (See 18 U.S.C. 1001)