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                                                                     Exhibit GGG


                           CERTIFICATE OF CORRECTION
                                       OF
           CERTIFICATE OF POWERS, DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                     SERIES 2002 CONVERTIBLE PREFERRED STOCK
                                       OF
                                  BLUEFLY, INC.


It is hereby certified that:

     1. The name of the corporation is Bluefly, Inc. (the "Company").

     2. In Section 5 of the Certificate of Powers, Designations, Preferences and
Rights  of  Series  2002  Convertible  Preferred  Stock of  Bluefly,  Inc.  (the
"Certificate of  Designations"),  which was filed with the Secretary of State of
the State of Delaware (the  "Secretary of State") on August 9, 2002,  the phrase
"and to stockholder approval (to the extent, and only to the extent, required by
the  rules of the  Nasdaq  SmallCap  Market  or any  other  national  securities
exchange or quotation system upon which the Common Stock may be listed from time
to time  (for the  avoidance  of  doubt,  it  being  understood  that,  prior to
conversion of shares of the Series 2002 Preferred Stock, such approval need only
be  obtained  as to the  portion  or  portions,  if  any,  of  Subsequent  Round
Securities that the holder would acquire upon conversion that exceeds the amount
that  could be  acquired  without  such  approval  under the rules of the Nasdaq
SmallCap Market or any other national  securities  exchange or quotation  system
upon which the Common Stock may be listed from time to time))" was inadvertently
omitted.  The phrase was intended to be included after the phrase  "[s]ubject to
the terms and conditions of this Section 5."

     3. This  Certificate  of  Correction  is hereby  filed  pursuant to Section
103(f) of the  General  Corporation  Law of the State of Delaware to correct the
first  sentence  of  Section 5 of the  Certificate  of  Designations  to read as
follows  (with the  remaining  provisions  of  Section 5 of the  Certificate  of
Designation  continuing to read as set forth in the  Certificate of Designations
filed with the Secretary of State on August 9, 2002):

     "Subject to the terms and  conditions of this Section 5 and to  stockholder
approval  (to the extent,  and only to the extent,  required by the rules of the
Nasdaq  SmallCap Market or any other national  securities  exchange or quotation
system  upon  which the  Common  Stock may be listed  from time to time (for the
avoidance of doubt, it being  understood  that, prior to conversion of shares of
the Series 2002 Preferred  Stock,  such approval need only be obtained as to the
portion or portions,  if any, of  Subsequent  Round  Securities  that the holder
would  acquire  upon  conversion  that exceeds the amount that could be acquired
without such approval under the rules of the Nasdaq SmallCap Market or any other
national securities exchange or quotation system upon which the Common Stock may
be listed from time to time)),  the holder of any share or shares of Series 2002
Stock shall have the right,  at its  option,  at any time and from time to time,
upon the  consummation of any Subsequent Round of Financing to convert each such
share (or fraction thereof) of Series 2002 Stock into a number of fully paid and
nonassessable  Subsequent  Round  Securities  (with  the  most  favorable  terms
received by any investor in such  Subsequent  Round of  Financing)  equal to the
quotient  obtained by dividing  the Series 2002  Liquidation  Preference  by the
lowest  price  per  Subsequent  Round  Security  paid  by any  investor  in such
Subsequent Round of Financing."

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Correction this 19th day of August, 2002.


                                               BLUEFLY, INC.

                                               By:  __________________________
                                               Name:
                                               Title: