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<TEXT>

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

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 26, 2004


          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                           Commission File No. 0-26841

                             1-800-FLOWERS.COM, Inc.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                              11-3117311
     --------                                              ----------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                        Identification No.)

                  1600 Stewart Avenue, Westbury, New York 11590
                  ---------------------------------------------
               (Address of principal executive offices)(Zip code)

                                 (516) 237-6000
                                  -------------
              (Registrant's telephone number, including area code)

                                 Not applicable
                                 --------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes (X) No ( )

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes (X) No ( )

The number of shares  outstanding of each of the Registrant's  classes of common
stock:

                                   29,204,473
                                   ----------
(Number of shares of Class A common stock outstanding as of November
1, 2004)

                                   36,864,465
                                   ----------
(Number of shares of Class B common stock outstanding as of November
1, 2004)

<PAGE>


                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                           Page
                                                                           ----
Part I.     Financial Information

  Item 1.    Consolidated Financial Statements:

             Consolidated Balance Sheets - September 26, 2004
              (Unaudited) and June 27, 2004                                   1

             Consolidated Statements of Income (Unaudited) -
              Three Months Ended September 26, 2004 and
              September 28, 2003                                              2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three Months Ended September 26, 2004 and
              September 28, 2003                                              3

             Notes to Consolidated Financial Statements (Unaudited)           4

  Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             6

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk      12

  Item 4.    Controls and Procedures                                         12

Part II.     Other Information

  Item 1.    Legal Proceedings                                               13

  Item 2.    Changes in Securities and Use of Proceeds                       13

  Item 3.    Defaults upon Senior Securities                                 13

  Item 4.    Submission of Matters to a Vote of Security Holders             13

  Item 5.    Other Information                                               13

  Item 6.    Exhibits and Reports on Form 8-K                                13

Signatures                                                                   14



<PAGE>

PART I. - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                        (in thousands, except share data)

<TABLE>
<S>                                                                                        <C>            <C>
                                                                                     September 26,       June
                                                                                         2004          27, 2004
                                                                                     -------------  -------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                  $50,790        $ 80,824
 Short-term investments                                                                 23,343          22,550
 Receivables, net                                                                        9,761           9,013
 Inventories                                                                            33,358          19,625
 Deferred income taxes                                                                  18,430          16,463
 Prepaid and other                                                                       3,681           1,517
                                                                                     -------------  -------------
    Total current assets                                                               139,363         149,992

Property, plant and equipment, net                                                      41,670          42,460
Investments                                                                              7,729           8,260
Goodwill                                                                                34,529          34,529
Other intangibles, net                                                                   2,440           2,598
Deferred income taxes                                                                   13,548          13,548
Other assets                                                                            12,490          10,165
                                                                                     -------------  -------------
Total assets                                                                          $251,769        $261,552
                                                                                     =============  =============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                  57,581        $ 63,266
 Current maturities of long-term debt and obligations under capital leases               2,956           3,022
                                                                                     -------------   ------------
    Total current liabilities                                                           60,537          66,288
Long-term debt and obligations under capital leases                                      5,362           6,062
Other liabilities                                                                        3,217           2,812
                                                                                     -------------   ------------
Total liabilities                                                                       69,116          75,162
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued                  -               -
 Class A common stock, $.01 par value, 200,000,000 shares authorized, 29,460,966
   and 29,428,143 shares issued at September 26, 2004 and June 27, 2004,                   295             295
   respectively
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,144,465
   shares issued at September 26, 2004 and June 27, 2004                                   421             421
 Additional paid-in capital                                                            255,975         255,829
 Retained deficit                                                                      (69,757)        (67,047)
 Treasury stock, at cost-206,471 Class A and 5,280,000 Class B shares                   (4,281)         (3,108)
                                                                                     -------------   ------------
    Total stockholders' equity                                                         182,653         186,390
                                                                                     -------------   ------------
Total liabilities and stockholders' equity                                            $251,769        $261,552
                                                                                     =============   ============


</TABLE>






         See accompanying notes.

                                       1
<PAGE>



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                        Consolidated Statements of Income
                      (in thousands, except per share data)
                                   (unaudited)

<TABLE>
<S>                                                                <C>              <C>
                                                                     Three Months Ended
                                                             ---------------------------------
                                                               September 26,    September 28,
                                                                  2004             2003
                                                             ---------------- ----------------
Net revenues                                                     $97,514          $95,160
Cost of revenues                                                  57,942           56,093
                                                             ---------------- ----------------
Gross profit                                                      39,572           39,067
Operating expenses:
 Marketing and sales                                              29,892           28,846
 Technology and development                                        3,104            3,431
 General and administrative                                        7,602            7,779
 Depreciation and amortization                                     3,896            3,917
                                                             ---------------- ----------------
    Total operating expenses                                      44,494           43,973
                                                             ---------------- ----------------
Operating loss                                                    (4,922)          (4,906)
Other income (expense):
 Interest income                                                     382              192
 Interest expense                                                   (141)            (233)
 Other                                                                 4             (199)
                                                             ---------------- ----------------
Total other income (expense), net                                    245             (240)
                                                             ---------------- ----------------
Loss before income taxes                                          (4,677)          (5,146)
Income tax benefit                                                 1,967                -
                                                             ---------------- ----------------
Net loss                                                         ($2,710)         ($5,146)
                                                             ================ ================
Basic and diluted net loss per common share                       ($0.04)          ($0.08)
                                                             ================ ================
Weighted average shares used in the calculation
 of basic and diluted net loss per common share                   66,210           65,775
                                                             ================ ================
</TABLE>

See accompanying notes.


                                       2

<PAGE>



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>
<S>                                                                                      <C>              <C>
                                                                                         Three Months Ended
                                                                                   --------------------------------
                                                                                    September 26,     September 28,
                                                                                        2004             2003
                                                                                   ---------------   --------------
Operating activities:
Net loss                                                                               ($2,710)        ($5,146)
Reconciliation of net loss to net cash used in operations:
 Depreciation and amortization                                                           3,896           3,917
 Deferred income taxes                                                                  (1,967)              -
 Bad debt expense                                                                           46              91
 Other non-cash items                                                                        -             156
 Changes in operating items:
   Receivables                                                                            (794)         (1,667)
   Inventories                                                                         (13,733)         (8,952)
   Prepaid and other                                                                    (2,164)         (2,733)
   Accounts payable and accrued expenses                                                (5,685)         (3,996)
   Other assets                                                                         (2,404)         (2,581)
   Other liabilities                                                                       405             616
                                                                                   ---------------   --------------
 Net cash used in operating activities                                                 (25,110)        (20,295)

Investing activities:
Purchase of investments                                                                (26,090)        (18,666)
Sale of investments                                                                     25,828          21,459
Capital expenditures, net of non-cash expenditures                                      (2,945)         (2,233)
Other                                                                                       58              75
                                                                                   ---------------   --------------
 Net cash (used in) provided by investing activities                                    (3,149)            635

Financing activities:
Acquisition of treasury stock                                                           (1,173)              -
Proceeds from employee stock options                                                       146             229
Repayment of notes payable and bank borrowings                                            (337)           (250)
Payment of capital lease obligations                                                      (411)           (544)
                                                                                   ---------------   --------------
 Net cash used in financing activities                                                  (1,775)           (565)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                     (30,034)        (20,225)
Cash and equivalents:
 Beginning of period                                                                    80,824          49,079
                                                                                   ---------------   --------------
 End of period                                                                          50,790         $28,854
                                                                                   ===============   ==============

</TABLE>






See accompanying notes.


                                       3
<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended  September  26, 2004 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending July 3, 2005.

The balance sheet information at June 27, 2004 has been derived from the audited
financial statements at that date.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 27, 2004.

Use of Estimates

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Employee Stock Incentive Plans

The Company  accounts  for its stock option  plans under  Accounting  Principles
Board ("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees," and
related Interpretations.  Accordingly,  no stock-based compensation is reflected
in net income,  as all options granted had an exercise price equal to the market
value of the underlying common stock on the date of grant and the related number
of  shares  granted  is  fixed  at that  point  in  time.  The  following  table
illustrates  the effect on net income  (loss) and net income (loss) per share as
if the Company had applied the fair value recognition provisions of Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  "Accounting for Stock-Based
Compensation",   as  amended  by  SFAS  No.  148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure."
<TABLE>
<S>                                                                <C>             <C>
                                                                  Three Months Ended
                                                           ------------------------------------
                                                               September 26,   September 28,
                                                                  2004            2003
                                                           ---------------- -------------------
                                                           (in thousands, except per share data)

                      Net loss - As reported                    ($2,710)         ($5,146)
                       Less: Stock based compensation             1,711            1,877
                                                           ---------------- -------------------
                      Net loss - Pro forma                      ($4,421)         ($7,023)
                                                           ================ ===================

                      Net loss per share:
                       Basic and diluted - As reported           ($0.04)          ($0.08)
                       Basic and diluted - Pro forma             ($0.07)          ($0.11)
</TABLE>

The  assumptions  used to  calculate  the fair  value  of  options  granted  are
evaluated  and  revised,   as  necessary,   to  reflect  market  conditions  and
experience.

Comprehensive Income (Loss)

For the three months  ended  September  26, 2004 and  September  28,  2003,  the
Company's  comprehensive  loss was equal to the  respective net loss for each of
the periods presented.

                                       4
<PAGE>


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 2 - Other Intangibles

The Company's other intangible assets consist of the following:
<TABLE>
<S>                                <C>          <C>           <C>           <C>       <C>            <C>            <C>
                                                      September 26, 2004                          June 27, 2004
                                            ---------------------------------------- ---------------------------------------
                                               Gross                                   Gross
                              Amortization    Carrying      Accumulated               Carrying     Accumulated
                                 Period        Amount       Amortization     Net       Amount      Amortization      Net
                             -------------- ------------- --------------- ---------- ----------- --------------- -----------
                                                                     (in thousands)

 Intangible assets with
 determinable lives
  Investment in licenses     14 - 16 years     $4,927         $3,196        $1,731     $4,927         $3,115       $1,812
  Customer lists                   3 years        910            733           177        910            657          253
  Other                            5 years        194            138            56        194            137           57
                                            ------------- --------------- ---------- ----------- --------------- -----------
                                                6,031          4,067         1,964      6,031          3,909        2,122

 Trademarks with
  indefinite lives                 -              476              -           476        476              -          476
                                            ------------- --------------- ---------- ----------- --------------- -----------
 Total identifiable
  intangible assets                            $6,507         $4,067        $2,440     $6,507         $3,909       $2,598
                                            ============= =============== ========== =========== =============== ===========

</TABLE>

Estimated  amortization  expense is as follows:  remainder of fiscal 2005 - $0.5
million,  fiscal 2006 - $0.3 million,  fiscal 2007 - $0.3 million, fiscal 2008 -
$0.3 million, fiscal 2009 - $0.3 million, and thereafter - $0.3 million.

Note 3 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:

<TABLE>
<S>                                                                                        <C>            <C>
                                                                                        September 26,    June 27,
                                                                                            2004           2004
                                                                                       --------------- -----------
                                                                                               (in thousands)

       Commercial notes and revolving credit lines                                         $5,200         $5,504
       Seller financed acquisition obligations                                                 52             85
       Obligations under capital leases                                                     3,066          3,495
                                                                                       ------------     ----------
                                                                                            8,318          9,084
       Less current maturities of long-term debt and obligations under
        capital leases                                                                      2,956          3,022
                                                                                       ------------     ----------
                                                                                           $5,362         $6,062
                                                                                       ============     ==========
</TABLE>

Note 4 - Net Income (Loss) Per Common Share

Basic net loss per common share is computed using the weighted average number of
common shares outstanding  during the period.  Diluted net loss per common share
is computed  using the  weighted  average  number of common  shares  outstanding
during the period,  and excludes the effect of 1,404,000 and 2,741,000  dilutive
potential  common  shares  (employee  stock  options) for the three months ended
September  26, 2004 and  September 28, 2003,  respectively,  as their  inclusion
would be antidilutive.

Note 5 - Commitments and Contingencies

Legal Proceedings

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its consolidated  financial  position,
results of operations or liquidity.
                                       5
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Forward Looking Statements

Certain of the matters and subject areas  discussed in this Quarterly  Report on
Form 10-Q contain "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995. All statements other than statements
of historical information provided herein are forward-looking statements and may
contain  information about financial results,  economic  conditions,  trends and
known  uncertainties based on the Company's current  expectations,  assumptions,
estimates and projections about its business and the Company's  industry.  These
forward-looking statements involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these  forward-looking
statements as a result of several factors,  including those more fully described
under the caption  "Risk  Factors  that May Affect  Future  Results"  within the
Company's  Annual Report on Form 10-K.  Readers are cautioned not to place undue
reliance  on  these  forward-looking  statements,   which  reflect  management's
analysis,  judgment,  belief  or  expectation  only as of the date  hereof.  The
forward-looking  statements  made in this  Quarterly  Report on Form 10-Q relate
only to events  as of the date on which the  statements  are made.  The  Company
undertakes no obligation to publicly update any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Overview

For more than 25 years, 1-800-FLOWERS.COM,  Inc. has been a leading innovator in
the floral  industry,  taking the extra step to help people  connect and express
themselves  quickly and easily with exquisite  floral gifts crafted with care by
renowned  artisans  and  some  of the  nation's  leading  florists,  as  well as
distinctive  non-floral  gifts  appropriate  for any occasion or sentiment.  The
Company  provides gift  solutions  same day, any day,  offering an  unparalleled
selection of flowers,  plants,  gourmet foods and confections,  gift baskets and
other  impressive  unique gifts.  As always,  satisfaction  is  guaranteed,  and
customer service is paramount with quick,  convenient ordering options, fast and
reliable  delivery,  and gift  advisors  always  available.  Customers  can shop
1-800-FLOWERS.COM(R)  24-hours  a  day,  seven-days  a  week  via  the  Internet
(http://www.1800flowers.com);  by calling 1-800-FLOWERS(R) (1-800-356-9377);  or
by visiting a  Company-operated  or franchised  store. The  1-800-FLOWERS.COM(R)
family of brands also  includes  home decor and garden  merchandise  from Plow &
Hearth(R) (1- 800-627-1712 or http://www.plowandhearth.com); premium popcorn and
specialty   treats   from   The   Popcorn    Factory(R)    (1-800-541-2676    or
http://www.thepopcornfactory.com);    gourmet   foods   from    GreatFood.com(R)
(http://www.greatfood.com);    and   children's    gifts   from    HearthSong(R)
(http://www.hearthsong.com) and Magic Cabin(R) (http://www.magiccabin.com).

Results of Operations

Net Revenues

                                                Three Months Ended
                                    --------------------------------------------
                                      September 26,  September 28,
                                         2004            2003          % Change
                                    --------------- ---------------- -----------
                                             (in thousands)

       Net revenues:
        Telephonic                     $37,586         $40,371           (6.9%)
        Online                          53,086          48,936            8.5%
        Retail/fulfillment               6,842           5,853           16.9%
                                    --------------  ---------------
       Total net revenues              $97,514         $95,160            2.5%
                                    ==============  ===============


Net revenues consist primarily of the selling price of the merchandise,  service
or outbound shipping charges,  less discounts,  returns and credits. The Company
grew its combined  telephonic and online revenue by 1.5% during the three months
ended  September 26, 2004, due to a slight  increase in order volume even though
the Company's marketing efforts were shifted from direct response marketing,  by
lowering  circulation,  to more brand advertising through media.  Although there
are no  significant  gifting  holidays  during the summer  months,  the  Company
believes the "top of mind" brand advertising  expended during the latter half of
its fiscal first quarter will reinforce its strong brand name recognition as the
Company enters the holiday gift giving season.

The Company  fulfilled  approximately  1,407,000  orders  through  its  combined
telephonic and online sales channels during the three months ended September 26,
2004, an increase of 1.9% over the prior year period.  This growth was driven by
the Company's online sales channel,  which  experienced a 7.9% increase in order

                                       6
<PAGE>

volume in comparison to the prior year period,  driven by improved conversion of
qualified traffic through the Company's websites, search engines and affiliates,
and the continued  migration of customers  from the Company's  telephonic  sales
channel,  which  experienced  a  corresponding  7.0% decrease in order volume in
comparison  to the prior year period.  The  Company's  combined  telephonic  and
online average order value of $64.46 during the three months ended September 26,
2004, was consistent with the same period of the prior year.

The online sales channel  contributed  58.5% of total  combined  telephonic  and
online revenues  during the three months ended  September 26, 2004,  compared to
54.8% for the same period of the prior year. The Company  intends to continue to
drive  revenue  growth  through  its online  sales  channel,  and  continue  the
migration of its customers  from the telephone to the Web for several  important
reasons: (i) online orders are less expensive to process than telephonic orders,
(ii)  online  customers  can view the  Company's  full range of gift  offerings,
including non-floral gifts, which yield higher gross margin opportunities, (iii)
online customers can utilize all of the Company's services,  such as the various
gift  search  functions,  order  status  check  and  reminder  service,  thereby
deepening the  relationship  with its  customers and leading to increased  order
rates,  and (iv) when  customers  visit  the  Company  online,  it  provides  an
opportunity  to interact  with them in an electronic  dialog via cost  efficient
marketing programs.

In order to improve the  effectiveness  of its marketing  spend,  in response to
forecasted  economic  conditions and analysis of consumer buying patterns within
the  Company's  available  product  offerings,  during  the three  months  ended
September 26, 2004, the Company reallocated its marketing spending, reducing the
circulation  of certain  non-floral  product  catalogs  within the  quarter,  by
deferring  catalog drops until the Company's  fiscal second quarter during which
time the  Company  believes  it can  achieve  a greater  return  on its  catalog
spending, and invested in incremental media programs, featuring floral gifts for
everyday occasions to keep the 1-800-Flowers flagship brand "top of mind" as the
Company enters the upcoming  Holiday  selling  season.  As a result,  during the
three months ended September 26, 2004,  non-floral  gift products  accounted for
37.4% of total  combined  telephonic  and online net revenues,  in comparison to
38.2% during the same period of the prior year. In the future,  the Company will
continue to adjust its product mix,  emphasizing  those  products and categories
that best match consumer preferences and economic conditions.

Retail/fulfillment  revenues  for the three  months  ended  September  26,  2004
increased in  comparison  to the same periods of the prior year,  primarily as a
result of improved comparative store sales and continued enhancements in product
and service offerings to the Company's BloomNet(TM) distribution network.

Gross Profit

                                               Three Months Ended
                                  ---------------------------------------------

                                   September 26,  September 28,
                                       2004          2003           % Change
                                  -------------- ---------------- -------------
                                           (in thousands)

      Gross profit                   $39,572         $39,067          1.3%
      Gross margin %                   40.6%           41.1%


Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily of florist  fulfillment costs (fees paid directly to florists and fees
paid to wire service  entities that serve as  clearinghouses  for floral orders,
net of wire service rebates), the cost of floral and non-floral merchandise sold
from inventory or through third parties,  and associated costs including inbound
and outbound shipping charges. Additionally,  cost of revenues include labor and
facility costs related to direct-to-consumer  merchandise production operations,
as well as  facility  costs on  properties  that  are  sublet  to the  Company's
franchisees.  Gross profit increased during the three months ended September 26,
2004, in comparison to the same periods of the prior year, primarily as a result
of increased  order volume on the Company's  online sales channel.  Gross margin
percentage  during the three  months  ended  September  26,  2004  decreased  in
comparison  to the prior  year,  by 50 basis  points,  primarily  as a result of
product  mix,  specifically,  lower  sales of home decor and garden  merchandise
which  generate  higher gross  margins in  comparison  to the  Company's  floral
merchandise.  The reduction in margin  percentage  resulting  from the above was
offset by: i) improvements in inventory management and product sourcing, ii) the
April 2004 increase in the Company's  minimum shipping charge,  aligning it with
industry  norms,  and iii) the Company's  continued  focus on customer  service,
whereby stricter quality control  standards and enforcement  methods reduced the
rate of product credits/returns and replacements.

As the Company implements its plan to restore sustainable growth in its home and
garden gift line, the Company expects that over the longer term it will continue

                                       7
<PAGE>

to grow its higher margin,  non-floral business.  During the remainder of fiscal
2005,  while  varying by quarter due to  seasonal  changes in product  mix,  the
Company expects that its gross margin percentage will remain consistent with the
results achieved during the fiscal year ended June 27, 2004.

Marketing and Sales Expense

                                              Three Months Ended
                                 ----------------------------------------------

                                  September 26,   September 28,
                                      2004            2003          % Change
                                 --------------- ---------------  -------------
                                       (in thousands)

      Marketing and sales            $29,892         $28,846           3.6%
      Percentage of net revenues       30.7%           30.3%

Marketing and sales expense  consists  primarily of advertising  and promotional
expenditures,   catalog  costs,  online  portal  agreements,  retail  store  and
fulfillment  operations  (other  than costs  included in cost of  revenues)  and
customer  service  center  expenses,  as well as the  operating  expenses of the
Company's   departments   engaged  in  marketing,   selling  and   merchandising
activities.  Marketing  and sales  expenses  increased  as a  percentage  of net
revenues during the three months ended September 26, 2004,  compared to the same
period of the prior year as a result of  increased  spending  on  various  media
programs during the latter half of the quarter in order to promote "top of mind"
brand awareness as it enters the upcoming  holiday  shopping  period.  Partially
funding the increased spending were volume related operating efficiencies, and a
continued  reduction in order  processing  costs.  As a result of the  Company's
cost-efficient  customer  retention  programs,  of the  1,165,000  customers who
placed  orders during the three months ended  September 26, 2004,  approximately
60.5% represented repeat customers, compared to 58.3%, in the prior year period.
In addition, as a result of the strength of the Company's brands,  combined with
its cost-efficient  marketing programs,  the Company added approximately 460,000
new customers during the three months ended September 26, 2004.

In order to further  execute its business plan, the Company  expects to continue
to invest in its  marketing and sales  efforts to acquire new  customers,  while
also  leveraging its already  significant  customer base through cost effective,
customer retention initiatives.  Such spending will be within the context of the
Company's overall marketing plan, which is continually  evaluated and revised to
reflect the results of the Company's most recent market research,  including the
impact of changing economic  conditions and consumer  preferences,  and seeks to
determine  the  most  cost-efficient  use of the  Company's  marketing  dollars.
Although the Company  believes that increased  spending in the area of marketing
and sales will be  necessary  for the Company to continue to grow its  revenues,
the Company  expects that, on an annual basis,  marketing and sales expense will
continue to decline as a percentage of net revenues.

Technology and Development Expense

                                              Three Months Ended
                                    --------------------------------------------

                                    September 26,   September 28,
                                       2004            2003           % Change
                                    -------------- --------------- -------------
                                                    (in thousands)

      Technology and development         $3,104        $3,431          (9.5%)
      Percentage of net revenues           3.2%          3.6%


Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its Web sites,  including hosting,  design,  content development and maintenance
and support  costs  related to the  Company's  order  entry,  customer  service,
fulfillment  and database  systems.  During the three months ended September 26,
2004,  technology and  development  expense  decreased in comparison to the same
periods  of the prior  year due to the  Company's  ability  to  internalize  its
development  functions  and through  continued  centralization  of key operating
functions across its brands,  thereby cost effectively enhancing the content and
functionality  of the Company's Web sites and improving the  performance  of its
fulfillment  and  customer  service  systems.  During  the  three  months  ended
September  26,  2004,  the  Company  expended  $5.1  million on  technology  and
development, of which $2.0 million has been capitalized.

Although the Company  believes  that  continued  investment  in  technology  and
development  is critical to  attaining  its  strategic  objectives,  the Company
expects that its spending in comparison to prior fiscal periods will continue to
decrease as a  percentage  of net revenues  due to the  expected  benefits  from
previous investments in the Company's current technology platform.

                                       8
<PAGE>

General and Administrative Expense
<TABLE>
<S>                                              <C>             <C>            <C>
                                                      Three Months Ended
                                           ---------------------------------------------

                                            September 26,    September 28,
                                                2004            2003          % Change
                                           ----------------  ------------- -------------
                                                            (in thousands)

              General and administrative         $7,602          $7,779        (2.3%)
              Percentage of net revenues           7.8%            8.2%

</TABLE>

General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general corporate expenses.  General and administrative  expense decreased
during the three  months  ended  September  26, 2004 in  comparison  to the same
period of the  prior  year,  primarily  as a result  of lower  payroll  and cost
reduction initiatives, partially offset by higher health insurance costs.

The Company believes that its current general and administrative  infrastructure
is sufficient to support existing requirements, and as such, while increasing in
absolute  dollars,  general and  administrative  expenses on an annual basis are
expected to continue to decline as a percentage of net revenues.

Depreciation and Amortization Expense
<TABLE>
<S>                                              <C>             <C>           <C>
                                                      Three Months Ended
                                           ---------------------------------------------

                                            September 26,    September 28,
                                                2004            2003          % Change
                                           ----------------  ------------- -------------
                                                            (in thousands)

              Depreciation and amortization      $3,896          $3,917        (0.5%)
              Percentage of net revenues           4.0%            4.1%

</TABLE>

Depreciation  and  amortization  expense during the three months ended September
26, 2004 was consistent with the same period of the prior year, and decreased as
a percentage of net revenues,  reflecting the impact of the Company's  declining
rate  of  capital  additions,   and  the  leverage  of  the  Company's  existing
infrastructure.

Although the Company believes that continued  investment in its  infrastructure,
primarily in the areas of technology and  development,  is critical to attaining
its strategic objectives, the Company expects that depreciation and amortization
will continue to decrease as a percentage of net revenues.

Other Income (Expense)
<TABLE>
<S>                                             <C>              <C>            <C>
                                                      Three Months Ended
                                           ---------------------------------------------

                                            September 26,    September 28,
                                                2004            2003          % Change
                                           ----------------  ------------- -------------
                                                            (in thousands)
              Interest income                      $382            $192        99.0%
              Interest expense                     (141)           (233)       39.5%
              Other                                   4            (199)      102.0%
                                           ----------------  -------------
                                                   $245           ($240)      202.1%
                                           ================  =============
</TABLE>

Other  income  (expense)  consists  primarily of interest  income  earned on the
Company's  investments and available cash balances,  offset by interest expense,
primarily attributable to the Company's capital leases and other long-term debt.
The increase in other income  (expense)  during the three months ended September
26, 2004 was primarily  attributable to higher interest income resulting from an
increase in average cash balances,  and lower  interest  expense due to maturing
capital   lease   obligations,   and   from   the   loss   incurred   upon   the
conversion/relocation  of a retail store into a local fulfillment  center in the
prior year.

                                       9
<PAGE>

Income Taxes

During the three months  ended  September  26, 2004 the Company  recorded a $2.0
million income tax benefit based upon the Company's anticipated effective income
tax rate for fiscal 2005 of  approximately  41%. Until the fourth quarter of the
prior fiscal year,  the Company had recorded a full  valuation  allowance on its
deferred tax assets,  consisting  primarily of net operating loss carryforwards.
At June 27, 2004,  management of the Company reassessed the valuation  allowance
previously  established  against its net  deferred  tax  assets.  Based upon the
Company's  earnings  history and projected  future  taxable  income,  management
determined that it is more likely than not that the deferred tax assets would be
realized,  and,  accordingly,  at that time,  the Company  removed the valuation
allowance.

Liquidity and Capital Resources

At  September  26,  2004,  the  Company had  working  capital of $78.8  million,
including  cash and  equivalents  and  short-term  investments of $74.1 million,
compared to working capital of $83.7 million, including cash and equivalents and
short-term  investments of $103.4 million,  at June 27, 2004. In addition to its
cash and  short-term  investments,  at September 26, 2004 and June 27, 2004, the
Company maintained approximately $7.7 million and $8.3 million, respectively, of
long-term  investments,  consisting  primarily of investment grade corporate and
U.S. government securities.

Net cash used in  operating  activities  of $25.1  million for the three  months
ended  September 26, 2004 was primarily  attributable  to the Company's net loss
and seasonal  changes in working  capital,  consisting  of reduction in accounts
payable and accrued expenses and inventory  purchases for the upcoming holidays,
offset in part by non-cash charges of depreciation and amortization.

Net cash used in investing activities of $3.1 million for the three months ended
September 26, 2004 was principally comprised of capital expenditures,  primarily
related to the Company's technology infrastructure.

Net cash used in financing activities of $1.8 million for the three months ended
September 26, 2004,  resulted  primarily from the acquisition of Company Class A
common stock, which was placed in treasury, and repayment of amounts outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received from the exercise of employee stock
options.

At September 26, 2004, the Company's contractual obligations consist of:
<TABLE>
<S>                                          <C>             <C>               <C>           <C>                <C>
                                                                      Payments due by period
                                        -----------------------------------------------------------------------------------
                                                                         (in thousands)
                                                          Less than 1        1 - 3           3 - 5           More than 5
                                             Total               year        years           years                 years
                                        -----------    ---------------    ------------   -------------     ----------------

Long-term debt                              $5,252             $1,274          $2,728          $1,250
Capital lease obligations                    3,066              1,682           1,376               8
Operating lease obligations                 10,683              3,834           3,235           1,670               $1,944
Sublease obligations                         8,997              2,603           3,450           2,299                  645
Other cash obligations (*)                     195                195               -               -                    -
Purchase commitments (**)                   28,671             28,671               -               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
  Total                                    $56,864            $38,259         $10,789          $5,227               $2,589
                                        ===========    ===============    ============   =============     ================
</TABLE>

(*)  Other cash obligations include $0.2 million of franchise lease guarantees.
(**) Purchase commitments consist primarily of inventory and equipment purchase
orders made in the ordinary course of business

Critical Accounting Policies and Estimates

The Company's discussion and analysis of its financial statements and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc., which have been prepared in accordance with accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements requires management to make estimates and assumptions that
affect the reported amount of assets,  liabilities,  revenues and expenses,  and

                                       10
<PAGE>

related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
management   evaluates  its  estimates,   including  those  related  to  revenue
recognition,  inventory  and  long-lived  assets,  including  goodwill and other
intangible  assets related to  acquisitions.  Management bases its estimates and
judgments  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  Management  believes the following  critical  accounting  policies,
among others,  affects the Company's  more  significant  judgments and estimates
used in preparation of its consolidated financial statements.

Revenue Recognition

Net  revenues  are  generated  by  online,  telephonic  and  retail  fulfillment
operations and primarily consist of the selling price of merchandise, service or
outbound shipping charges, less discounts, returns and credits. Net revenues are
recognized upon product shipment.

Accounts Receivable

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.

Inventory

The Company  states  inventory at the lower of cost or market.  In assessing the
realization  of  inventories,  we are  required to make  judgments  as to future
demand  requirements and compare that with inventory levels. It is possible that
changes in consumer  demand could cause a reduction in the net realizable  value
of inventory.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of the purchase price over the fair value of the
net assets  acquired  and is  evaluated  annually  for  impairment.  The cost of
intangible assets with determinable lives is amortized to reflect the pattern of
economic benefits consumed, on a straight-line basis, over the estimated periods
benefited, ranging from 3 to 16 years.

The Company periodically  evaluates acquired businesses for potential impairment
indicators.  Judgment regarding the existence of impairment  indicators is based
on market conditions and operational  performance of the Company.  Future events
could cause the Company to conclude that  impairment  indicators  exist and that
goodwill and other intangible assets associated with our acquired businesses are
impaired.

Capitalized Software

The carrying  value of  capitalized  software,  both  purchased  and  internally
developed, is periodically reviewed for potential impairment indicators.  Future
events could cause the Company to conclude that impairment  indicators exist and
that capitalized software is impaired.

Income Taxes

The Company  has  established  deferred  income tax assets and  liabilities  for
temporary  differences  between the financial reporting bases and the income tax
bases of its  assets and  liabilities  at enacted  tax rates  expected  to be in
effect when such assets or liabilities are realized or settled.  The Company has
recognized  as a deferred  tax asset the tax  benefits  associated  with  losses
related to  operations,  which are  expected to result in a future tax  benefit.
Realization  of this deferred tax asset assumes that the Company will be able to
generate  sufficient  taxable income so that these assets will be realized.  The
factors that the Company  considers in assessing the  likelihood of  realization
include  the  forecast  of future  taxable  income and  available  tax  planning
strategies that could be implemented to realize the deferred tax assets.



<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
investment  grade corporate and U.S.  government  securities.  Under its current
policies,  the Company  does not use interest  rate  derivative  instruments  to
manage exposure to interest rate changes.

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end
of the  period  covered  by this  report.  Based on that  evaluation,  the Chief
Executive  Officer  and  Chief  Financial  Officer  have  concluded  that  these
disclosure  controls and procedures are effective.  There were no changes in our
internal control over financial reporting during the quarter ended September 26,
2004 that have  materially  affected,  or are  reasonably  likely to  materially
affect, our internal controls over financial reporting.





















                                       12




<PAGE>


PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its business,  consolidated  financial
position, results of operations or liquidity.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the months indicated, the Company's purchase
of common  stock  during the first  quarter of fiscal  2005 which  includes  the
period June 28, 2004 through September 26, 2004.
<TABLE>
<S>                               <C>                    <C>                     <C>                     <C>
                                                                         Total Number of           Dollar Value of
                                                                         Shares Purchased as       Shares that May Yet
                                                                         Part of Publicly          Be Purchased Under
                           Total Number of          Average Price        Announced Plans or        the Plans or
Period                     Shares Purchased        Paid Per Share        Programs                  Programs
--------------------------------------------------------------------------------------------------------------------------
                                   (in thousands, except average price paid per share)

6/28/04 - 7/25/04                       -                      -                        -                $10,000
7/26/04 - 8/22/04                    50.0                  $7.43                     50.0                 $9,628
8/23/04 - 9/26/04                   103.7                  $7.73                    103.7                 $8,827
                           --------------------    -------------------   ----------------------
Total                               153.7                  $7.63                    153.7

</TABLE>

On September 16, 2001, the Company's Board of Directors  approved the repurchase
of up to  $10.0  million  of the  Company's  Class A  common  stock.  All  share
purchases  were made in  open-market  transactions.  The average  price paid per
share is calculated on a settlement basis and excludes commission.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

             31.1   Certifications pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002.

             32.1   Certifications pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002.

         (b) Reports on Form 8-K

             On  August 10, 2004, the  Company  filed  a  report  on  Form 8-K,
             attaching  its  press  release  dated  August 5, 2004,  disclosing
             financial  results  for its  fiscal 2004 fourth quarter ended June
             27, 2004.

             On  October 29, 2004, the  Company  filed  a  report  on Form 8-K,
             attaching  its  press release  dated  October 21, 2004, disclosing
             financial results for its fiscal 2005 first quarter ended September
             26, 2004.




                                       13

<PAGE>




                                   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 thereunto duly authorized.





                                             1-800-FLOWERS.COM, Inc.
                                             --------------------------
                                             (Registrant)




Date: November 4, 2004                       /s/ James F. McCann
-----------------------                      --------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: November 4, 2004                       /s/William E.Shea
-----------------------                      ----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)

















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>thirone.txt
<TEXT>
Exhibit 31.1

                     RULE 13a-14(a)/15d-14(a) CERTIFICATIONS


I, James McCann, certify that:

    (1) I have reviewed this quarterly report on Form 10-Q of 1-800-FLOWERS.COM,
        Inc.;

    (2) Based on my knowledge, this report does not contain any untrue statement
        of a  material fact or omit  to state a material fact  necessary to make
        the  statements  made, in light of  the circumstances under  which  such
        statements were  made, not misleading with respect to the period covered
        by this report;

    (3) Based  on  my knowledge,  the financial  statements, and other financial
        information  included  in this report, fairly  present in  all  material
        respects  the financial condition, results of operations and  cash flows
        of the registrant as of, and for, the periods presented in this report;

    (4) The  registrant's other  certifying  officer and  I are  responsible for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for   the
        registrant and have:

           (a) designed  such disclosure controls and procedures, or caused such
               controls and  procedures to be designed under our supervision, to
               ensure  that material information  relating  to  the  registrant,
               including its consolidated  subsidiaries, is made known  to us by
               others  within those entities, particularly  during the period in
               which this report is being prepared;

           (b) evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and  procedures  and  presented  in  this  report   our
               conclusions  about  the effectiveness of the disclosure  controls
               and  procedures,  as of  the end  of the  period  covered by this
               report based on such evaluation; and

           (c) disclosed in this report any change in  the registrant's internal
               control over  the financial  reporting  that occurred  during the
               registrant's most  recent fiscal quarter (the registrant's fourth
               quarter  in  the case  of an  annual report) that has  materially
               affected,  or  is  reasonably  likely to  materially  affect, the
               registrant's internal control over financial reporting;

    (5) The registrant's other certifying officer and I have disclosed, based on
        our  most recent  evaluation  of  the internal  control  over  financial
        reporting, to  the registrant's auditors and the audit  committee of the
        registrant's  board of  directors (or persons  performing the equivalent
        functions):

           (a) all  significant  deficiencies  and  material  weaknesses in  the
               design  or  operation  of internal  controls over  the  financial
               reporting  which are  reasonably likely  to adversely  affect the
               registrant's ability  to  record, process,  summarize and  report
               financial information; and

           (b) any fraud, whether or not  material, that involves management  or
               other employees who have a  significant role in the  registrant's
               internal control over financial reporting.



Date:  November 4, 2004                       /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)


<PAGE>

I, William Shea, certify that:

    (1) I have reviewed this quarterly report on Form 10-Q of 1-800-FLOWERS.COM,
        Inc.;

    (2) Based on my knowledge, this report does not contain any untrue statement
        of a  material fact or omit  to state a material fact  necessary to make
        the  statements  made, in light of  the circumstances under  which  such
        statements were  made, not misleading with respect to the period covered
        by this report;

    (3) Based  on  my knowledge,  the financial  statements, and other financial
        information  included  in this report, fairly  present in  all  material
        respects  the financial condition, results of operations and  cash flows
        of the registrant as of, and for, the periods presented in this report;

    (4) The  registrant's other  certifying  officer and  I are  responsible for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for   the
        registrant and have:

           (a) designed  such disclosure controls and procedures, or caused such
               controls and  procedures to be designed under our supervision, to
               ensure  that material information  relating  to  the  registrant,
               including its consolidated  subsidiaries, is made known  to us by
               others  within those entities, particularly  during the period in
               which this report is being prepared;

           (b) evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and  procedures  and  presented  in  this  report   our
               conclusions  about  the effectiveness of the disclosure  controls
               and  procedures,  as of  the end  of the  period  covered by this
               report based on such evaluation; and

           (c) disclosed in this report any change in  the registrant's internal
               control over  the financial  reporting  that occurred  during the
               registrant's most  recent fiscal quarter (the registrant's fourth
               quarter  in  the case  of an  annual report) that has  materially
               affected,  or  is  reasonably  likely to  materially  affect, the
               registrant's internal control over financial reporting;

    (5) The registrant's other certifying officer and I have disclosed, based on
        our  most recent  evaluation  of  the internal  control  over  financial
        reporting, to  the registrant's auditors and the audit  committee of the
        registrant's  board of  directors (or persons  performing the equivalent
        functions):

           (a) all  significant  deficiencies  and  material  weaknesses in  the
               design  or  operation  of internal  controls over  the  financial
               reporting  which are  reasonably likely  to adversely  affect the
               registrant's ability  to  record, process,  summarize and  report
               financial information; and

           (b) any fraud, whether  or not  material, that involves management or
               other employees who have a  significant role in the  registrant's
               internal control over financial reporting.



Date: November 4, 2004                       /s/William E. Shea
-----------------------                      ----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>thirtwo.txt
<TEXT>


Exhibit 32.1

                           SECTION 1350 CERTIFICATIONS

     Pursuant  to 18 U.S.C.  1350,  as adopted  pursuant  to Section  906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of  1-800-FLOWERS.COM,  Inc.
(the "Company") hereby certifies, to such officer's knowledge, that:

        (1) the quarterly report on Form 10-Q of the Company  for the  quarterly
period  ended  September  26, 2004  (the  "Report")  fully  complies  with   the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934; as amended; and

        (2) the  information  contained in  the  Report fairly presents, in  all
material  respects,  the  financial condition  and results of operations of  the
Company.


Dated:  November 4, 2004                           /s/James F. McCann
------------------------                           ------------------------
                                                   James F. McCann
                                                   Chairman and Chief Executive
                                                   Officer



                           SECTION 1350 CERTIFICATIONS

     Pursuant  to 18 U.S.C.  1350,  as adopted  pursuant  to Section  906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of  1-800-FLOWERS.COM,  Inc.
(the "Company") hereby certifies, to such officer's knowledge, that:

        (1) the quarterly report on Form 10-Q of the Company  for the  quarterly
period  ended  September  26, 2004  (the  "Report")  fully  complies  with   the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934; as amended; and

        (2) the  information  contained in  the  Report fairly presents, in  all
material  respects,  the  financial condition  and results of operations of  the
Company.




Dated:  November 4, 2004                           /s/ William E. Shea
------------------------                           -----------------------
                                                   William E. Shea
                                                   Senior Vice President and
                                                   Chief Financial Officer




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