<SUBMISSION>
<ACCESSION-NUMBER>0001084869-03-000119
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20031023
<ITEMS>7
<ITEMS>9
<FILING-DATE>20031023
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>1 800 FLOWERS COM INC
<CIK>0001084869
<ASSIGNED-SIC>5990
<IRS-NUMBER>113117311
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0627
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-26841
<FILM-NUMBER>03954660
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>eight.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event Reported):
                                  October 23, 2003

                             1-800-FLOWERS.COM, INC.
  ----------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                           Delaware 0-26841 11-3117311
   ---------------------------------------------------------------------------
            (State or Other Jurisdiction of (Commission File Number)
             (I.R.S. Employer Identification Incorporation) Number)

                               1600 Stewart Avenue
                            Westbury, New York 11590
                                 (516) 237-6000
    -------------------------------------------------------------------------
             (Addresses, including zip code, and telephone numbers,
              including area code, of principal executive offices)


The information in this Current Report on Form 8-K, including the exhibit, is
furnished pursuant to Item 12 and shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities under that Section. Furthermore, the information in
this Current Report on Form 8-K, including the exhibit, shall not be deemed to
be incorporated by reference into the filings of 1-800-FLOWERS.COM, Inc. under
the Securities Act of 1933, as amended.


Item 7. Financial Statements and Exhibits.


        The following exhibit is furnished as part of this report:

99.1
Press release of 1-800-FLOWERS.COM, Inc., dated October 23, 2003, announcing
results of operations and financial condition for its fiscal 2004
first quarter ended September 28, 2003.

Item 9. Regulation FD Disclosure


     On October  23,  2003,  1-800-FLOWERS.COM,  Inc.  announced  its results of
     operations and financial  condition for its fiscal 2004 first quarter ended
     September 28, 2003.  Attached hereto as Exhibit 99.1 is a copy of the press
     release.  In  accordance  with SEC Release  No.  33-8216,  the  information
     included  in this  section  is  intended  to be  included  under  "Item 12.
     Disclosure of Results of Operations and Financial Condition" and compliance
     with the Item 12 requirement is met by including such disclosure under this
     Item 9.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                           1-800-FLOWERS.COM, INC.


DATE:  October 23, 2003    By: /s/ William E. Shea
                           -------------------
                           William E.Shea
                           Chief Financial Officer
                           Senior Vice-President-Finance
                           and Administration





                                 Exhibit Index


Exhibit
Number      Description

---------   -------------------------------------------------------------------

99.1        Press release of 1-800-FLOWERS.COM,  Inc., dated October 23, 2003,
            announcing results of operations  and  financial  condition for its
            fiscal 2004 first quarter ended September 28, 2003.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>release.txt
<TEXT>
Exhibit 99.1-Press Release

[1-800-FLOWERS.COM, Inc. LOGO]

Investor Contact:         Media Contacts:
Joseph D. Pititto         Ken Young                Mike Rosen, Bratskeir & Co.
(516) 237-6131            (516) 237-6102           (212) 233-2939 (Ext. 2939)
E-mail: invest@1800flowers.com  kyoung@1800flowers.com  mrosen@bratskeir.com



     1-800-FLOWERS.COM(R)  Reports  Fiscal 2004 First Quarter  Revenue Growth of
     6.7 percent to $95.2 Million
o    Combined  online and  telephonic  revenue  increased  7.2  percent to $89.3
     million driven by online revenue growth of 19.9 percent to $48.9 million
o    Online revenue  represented  54.8 percent of combined online and telephonic
     revenue compared with 49.0 percent in the prior year period
o    Net loss  declined to $5.1  million or $0.08 per share  compared  with $7.3
     million or $0.11 per share in the year-ago period
o    Company attracted 484,000 new customers;  Repeat customers represented 58.3
     percent  of  combined  online and  telephonic  orders,  compared  with 56.0
     percent in the same period last year


     Westbury, NY, October 23, 2003 - 1-800-FLOWERS.COM,  Inc. (NASDAQ: FLWS), a
     leading multi-channel retailer of thoughtful gifts for all occasions, today
     reported  revenues of $95.2 million for its fiscal 2004 first quarter ended
     September 28, 2003.  This  represented an increase of 6.7 percent  compared
     with  revenues of $89.2 million  reported in the prior year period.  Online
     revenues  increased  19.9  percent  to $48.9  million  compared  with $40.8
     million in the first quarter of 2003.  Telephonic  revenues for the quarter
     were $40.4  million  compared  with $42.5 million in the prior year period,
     down 5.1 percent  reflecting  the  continued  migration of customers to the
     Internet.  Online revenues increased to 54.8 percent of combined online and
     telephonic revenues, compared with 49.0 percent in the prior year period.

     For the fiscal  2004 first  quarter,  the Company  reported a gross  profit
     margin of 41.1 percent,  which was unchanged from the prior year period and
     in line with  management's  expectations.  During the quarter,  the Company
     reduced its operating  expense ratio by 310 basis points to 46.2 percent of
     total revenues compared with 49.3 percent in last year's first quarter. The
     Company   attributed  the  improvement  to  its  ability  to  leverage  its
     infrastructure combined with cost-effective marketing programs.

     As a result of the  increased  revenues,  solid  gross  profit  margin  and
     improved  operating expense ratio, the Company reduced its net loss for the
     fiscal  2004  first  quarter by 29.5  percent to $5.1  million or $0.08 per
     share  compared  with a net loss of $7.3  million or $0.11 per share in the
     prior year period.

                                     (more)
<PAGE>

     1-800-FLOWERS.COM  Reports  Revenue of $95.2  Million  for its Fiscal  2004
     First Quarter, pg. 2:

     The combination of the Company's convenient,  multi-channel customer access
     and its expanded gift offerings helped attract 484,000 new customers during
     the first quarter,  approximately  61 percent of whom, or 295,000,  came to
     the Company  online.  Approximately  1.2 million  customers  placed  orders
     during the period of which 58.3 percent were repeat customers, up from 56.0
     percent in the first  quarter of fiscal 2003.  This  reflects the Company's
     continuing  emphasis  on  deepening  the  relationship  with  its  existing
     customers in its marketing and selling efforts.

     Jim McCann, CEO of 1-800-FLOWERS.COM, said, "We are pleased with our fiscal
     first quarter performance for a number of reasons:

o        We successfully introduced several new marketing and merchandising
         campaigns, in particular our "Summer Celebrations" theme,  which
         enabled us to achieve solid growth in what is traditionally our lowest
         revenue quarter.
o        The revenue growth, combined with our ability to further leverage our
         infrastructure, enabled us to reduce our operating expense ratio by 310
         basis points and reduce our net loss by almost 30 percent.
o        And, we continued to expand our Corporate Gifting sales efforts, adding
         to our sales team and growing our account base in preparation for the
         key calendar fourth quarter holiday period.

     Company Guidance:
     The Company reiterated its guidance for fiscal 2004,  reflecting confidence
     in its ability to generate  solid top-line  growth,  improve profit margins
     and further  leverage its  infrastructure  to reduce its operating  expense
     ratio and thereby enhance bottom-line  results.  The Company's guidance for
     the year calls for  revenue  growth in a range of 7-to-10  percent  and EPS
     growth in excess of 75 percent.  Furthermore,  the Company  anticipates its
     fiscal second  quarter will  represent  approximately  34-to-37  percent of
     full-year revenues,  driven in large part by the continued sales growth and
     popularity of the Company's higher margin, non-floral gift offerings.

     McCann said,  "As we enter the important  holiday  shopping  season,  we're
     beginning to see some signs of an improving retail economy.  Throughout the
     quarter, we will utilize a variety of marketing and merchandising  programs
     to deepen  the  relationships  we have with our  existing  customers  while
     concurrently  attracting a significant number of new customers.  We've also
     expanded our  relationships  with great gift brands that our  customers are
     responding  to,  including  Lenox(R),  Waterford(R)  and  Godiva(R),  among
     others.   And,  we've  enhanced  our  corporate  gifting   capabilities  in
     anticipation of an improved business-gifting  environment.  As a result, we
     are well  positioned for what we believe will be a record quarter for us in
     terms of both top- and bottom-line results."

     About 1-800-FLOWERS.COM(R)
     For more than 25 years,  1-800-FLOWERS.COM has helped millions of customers
     connect to the people  they care  about  with a broad  range of  thoughtful
     gifts,  award-winning  customer  service  and  its  unique  technology  and
     fulfillment infrastructure. The Company's product line - including flowers,
     plants,  gourmet foods,  candies,  gift baskets and other unique gifts - is
     available   to    customers    around   the   world   via:   the   Internet
     (www.1800flowers.com);  by  calling  1-800-FLOWERS(R)  (1-800-356-9377)  24
     hours a day;  or by  visiting  one of the  Company-operated  or  franchised
     stores. The Company's collection of

                                                                (more)
<PAGE>

     1-800-FLOWERS.COM  Reports  Revenue of $95.2  Million  for its Fiscal  2004
     First Quarter, pg. 3

     thoughtful  gifting brands includes home decor and garden  merchandise from
     Plow &  Hearth(R)(phone:  1- 800-627-1712 and web:  www.plowandhearth.com),
     premium  popcorn  and other food gifts from The  Popcorn  Factory(R)(phone:
     1-800-541-2676 and web:  www.thepopcornfactory.com),  gourmet food products
     from   GreatFood.com(R)(www.greatfood.com),   and  children's   gifts  from
     HearthSong(R)(www.hearthsong.com)  and Magic Cabinsm  (www.magiccabin.com).
     The Company's  Class A common stock is listed on the NASDAQ National Market
     (ticker symbol "FLWS").

     Special Note Regarding Forward-Looking Statements:
     A number of  statements  contained in this press  release and to be made in
     today's  conference  call,  including  those in the recorded and live audio
     portions  of the call,  other  than  statements  of  historical  fact,  are
     forward-looking  within the  meaning of the Private  Securities  Litigation
     Reform Act of 1995. These statements  involve risks and uncertainties  that
     could cause actual  results to differ  materially  from those  expressed or
     implied  in  the  applicable  statements.  These  risks  and  uncertainties
     include,  but are not limited to: the Company's  ability to achieve  solid,
     cost  efficient  growth;  its  ability to  maintain  and enhance its online
     shopping  web sites to  attract  customers;  its  ability  to  successfully
     introduce new products and product categories;  its ability to maintain and
     enhance  profit  margins for its various  products;  its ability to provide
     timely  fulfillment  of customer  orders;  its ability to cost  effectively
     acquire and retain customers; its ability to continue growing revenues; its
     ability to compete  against  existing and new  competitors;  its ability to
     manage expenses  associated with necessary general and  administrative  and
     technology investments; its ability to cost efficiently manage inventories;
     its ability to improve its bottom line results; its ability to leverage its
     operating  infrastructure;  its  ability  to  achieve  its  stated  results
     guidance  for fiscal  2004,  and general  consumer  sentiment  and economic
     conditions that may affect levels of  discretionary  customer  purchases of
     the Company's products.  For a more detailed description of these and other
     risk  factors,  please refer to the  Company's  SEC filings  including  the
     Company's  Annual Report on Form 10-K and  Quarterly  Reports on Form 10-Q.
     The Company  expressly  disclaims any intent or obligation to update any of
     the  forward  looking  statements  made  in  this  release,  the  scheduled
     conference call pertaining to fiscal 2004 first quarter results and Company
     guidance for fiscal year 2004, and any recordings thereof, or in any of its
     SEC filings except as may be otherwise stated by the Company.

     Conference Call:
     The  Company  will  conduct  a  conference  call to  discuss  the  attached
     financial  results today at 11:00 a.m. ET. The call will be "web cast" live
     via the Internet and can be accessed from the Investor Relations section of
     the  1-800-FLOWERS.COM  web site. An indexed  recording of the call will be
     posted on the Investor Relations section of the Company's web site within 2
     hours of the call's  completion.  A replay of the call can be accessed  via
     telephone  for 24  hours  beginning  at  1:00  p.m.  (ET) on  10/23/03  at:
     1-888-203-1112   (domestic)   or   1-719457-0820   (international).   Enter
     reservation #772570.
                                                        [See Attached Tables]


<PAGE>


     1-800-FLOWERS.COM  Reports  Revenue of $95.2  Million  for its Fiscal  2004
     First Quarter, pg. 4:


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                 (In thousands)

<TABLE>
<S>                                                                                         <C>            <C>

                                                                                      September 28,      June 29,
                                                                                           2003            2003
                                                                                   ------------------- -------------

Assets
Current Assets:
    Cash and equivalents                                                                      $28,854        $49,079
    Short-term investments                                                                     19,390         12,139
    Receivables, net                                                                            9,343          7,767
    Inventories                                                                                29,322         20,370
    Prepaid and other current assets                                                            4,941          2,208
                                                                                        --------------  -------------
    Total current assets                                                                       91,850         91,563

Property, plant and equipment, net                                                             44,858         46,500
Investments                                                                                     9,427         19,471
Capitalized investment in leases                                                                  244            276
Goodwill                                                                                       37,692         37,692
Other intangibles, net                                                                          3,053          3,211
Other assets                                                                                   18,555         16,083
                                                                                        --------------  -------------
    Total assets                                                                             $205,679       $214,796
                                                                                        ==============  =============

Liabilities and stockholders' equity
Current liabilities:
     Accounts payable and accrued expenses                                                    $57,667        $61,663
     Current  maturities of long-term  debt and  obligations  under capital
      leases                                                                                    2,950          3,025
                                                                                        --------------  -------------
     Total current liabilities                                                                 60,617         64,688

Long-term debt and obligations under capital leases                                             8,379          9,124
Other liabilities                                                                               4,312          3,696
                                                                                        --------------  -------------
   Total liabilities                                                                           73,308         77,508
Total stockholders' equity                                                                    132,371        137,288
                                                                                        --------------  -------------
                                                                                                        -------------
Total liabilities and stockholders' equity                                                   $205,679       $214,796
                                                                                        ==============  =============

</TABLE>




                                                                (more)
<PAGE>

     1-800-FLOWERS.COM  Reports  Revenue of $95.2  Million  for its Fiscal  2004
     First Quarter, pg. 5:

                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                         Selected Financial Information
                      Consolidated Statements of Operations
                    (In thousands, except for per share data)
                                   (Unaudited)

<TABLE>
<S>                                                                                            <C>            <C>
                                                                                            Three Months Ended
                                                                                           September     September 29,
                                                                                            28, 2003              2002
                                                                                       --------------   ---------------
Net revenues:
  Online                                                                                    $48,936         $40,800
  Telephonic                                                                                 40,371          42,531
  Retail/fulfillment                                                                          5,853           5,894
                                                                                        ------------   -------------

       Total net revenues                                                                    95,160          89,225

Cost of revenues                                                                             56,093          52,547
                                                                                        ------------   -------------

Gross profit                                                                                 39,067          36,678

Operating expenses:
  Marketing and sales                                                                        28,846          28,953
  Technology and development                                                                  3,431           3,578
  General and administrative                                                                  7,779           7,407
  Depreciation and amortization                                                               3,917           4,029
                                                                                        ------------   -------------

       Total operating expenses                                                              43,973          43,967
                                                                                        ------------   -------------

Operating loss                                                                              (4,906)         (7,289)

Other income (expense):
   Interest income                                                                              192             351
   Interest expense                                                                           (233)           (314)
   Other                                                                                      (199)            (42)
                                                                                        ------------   -------------

Total other income (expense), net                                                             (240)             (5)
                                                                                        ------------   -------------

Net loss                                                                                   ($5,146)        ($7,294)
                                                                                        ============   =============


Basic and diluted net loss per common share                                                 ($0.08)         ($0.11)
                                                                                        ============   =============

Weighted average shares used in the calculation of basic and diluted net loss
  per common share                                                                           65,775          65,476
                                                                                        ============   =============


</TABLE>


                                                                (more)
<PAGE>

     1-800-FLOWERS.COM  Reports  Revenue of $95.2  Million  for its Fiscal  2004
     First Quarter, pg. 6:


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                         Selected Financial Information
                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<S>                                                                                      <C>              <C>

                                                                                          Three Months Ended
                                                                                   September 28,     September 29,
                                                                                        2003              2002
                                                                                   ---------------   ---------------


Operating activities:
Net loss                                                                                 ($5,146)         ($7,294)
Reconciliation of net loss to net cash used in operations:
  Depreciation and amortization                                                            3,917             4,029
  Bad debt expense                                                                            91                82
   Other non-cash items                                                                      156                72
   Changes in operating items:
       Receivables                                                                        (1,667)              (27)
       Inventories                                                                        (8,952)           (9,214)
       Prepaid and other                                                                  (2,733)           (2,577)
       Accounts payable and accrued expenses                                              (3,996)           (2,105)
       Other assets                                                                       (2,581)           (3,796)
       Other liabilities                                                                     616               326
                                                                                   ---------------   ---------------
  Net cash used in operating activities                                                  (20,295)          (20,504)


Investing activities:
Purchase of investments                                                                  (18,666)           (5,026)
Sale of investments                                                                       21,459            12,651
Capital expenditures, net of non-cash expenditures                                        (2,233)           (1,962)
Other                                                                                         75                56
                                                                                   ---------------   ---------------
  Net cash provided by investing activities                                                  635             5,719



Financing activities:
Proceeds from employee stock options                                                        229                108
Repayment of notes payable and bank borrowings                                              (250)             (244)
Payment of capital lease obligations                                                        (544)             (537)
                                                                                   ---------------   ---------------
  Net cash used in financing activities                                                     (565)             (673)
                                                                                   ---------------   ---------------


Net change in cash and equivalents                                                       (20,225)          (15,458)
Cash and equivalents:
  Beginning of period                                                                     49,079            40,601
                                                                                   ---------------   ---------------
  End of period                                                                          $28,854          $25,143
                                                                                   ===============   ===============


</TABLE>







</TEXT>
</DOCUMENT>
</SUBMISSION>
