Exhibit 99.1 AMENDMENT #2 TO AMENDED AND RESTATED FINANCING AGREEMENT

                                                                    Exhibit 99.1

            AMENDMENT #2 TO AMENDED AND RESTATED FINANCING AGREEMENT

                                                               February 18, 2005

BLUEFLY, INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

        Reference is made to the Amended and Restated Financing Agreement
entered into between us dated April 21, 2004 (as amended to date, the "Financing
Agreement").

        The Financing Agreement is hereby amended as follows, effective as of
the date hereof:

        The first sentence of Section 8.1 is hereby amended and restated in its
entirety to read as follows:

        "This Agreement shall remain in full force and effect until
March 30, 2006."

        Except as hereinabove specifically set forth, the Financing Agreement
shall continue unmodified.

                                                  XXXXXXXXX & XXXXXXXXX, INC.

                                                  By:    /s/  J. Xxxxxxx Xxxxxxx
                                                         -----------------------
                                                  Name:  J. Xxxxxxx Xxxxxxx
                                                  Title: EVP

BLUEFLY, INC.

By:    /s/  Xxxxxxxx X. Xxxxxxxx
       -------------------------
Name:  Xxxxxxxx X. Xxxxxxxx
Title: VP and General Counsel