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<CIK>0001084869
<ASSIGNED-SIC>5990
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<CITY>WESTBURY
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<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):
                                 August 5, 2004

                             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)


Item 7. Financial Statements and Exhibits.


(c) Exhibits

99.1 Press release of 1-800-FLOWERS.COM, Inc., dated August 5, 2004.

Item 9. Regulation FD Disclosure

The Press Release attached as Exhibit 99.1 and incorporated by reference herein
is being furnished pursuant to Item 12- Results of Operations and Financial
Condition, of Form 8-K and is being presented under Item 9 of Form 8-K in
accordance with interim guidance issued by the Securities and Exchange
Commission in Release Nos. 33-8216 and 34-47583. This information is not deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 and is not incorporated by reference into any registration statement filed
under the Securities Act of 1933.



<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 hereunto duly authorized.

                             1-800-FLOWERS.COM, INC.


DATE:  August 9, 2004       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 August 5, 2004,
            disclosing financial results for its fiscal 2004 fourth
            quarter ended June 27, 2004.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>release1.txt
<DESCRIPTION>PRESS RELEASE FOR FISCAL 2004 FOURTH QUARTER
<TEXT>

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

                 Investor Contact:                   Media Contacts:
                 ----------------                    --------------
                 Joseph D. Pititto                   Ken Young
                 (516) 237-6131                      (516) 237-6102
                 E-mail: invest@1800flowers.com      kyoung@1800flowers.com
                 ------------------------------      ----------------------


1-800-FLOWERS.COM(R)  Reports  Fiscal 2004 Fourth Quarter and Full Year Results;
Company Plans to Begin Stock Repurchase Program

Fiscal 2004 Full Year Highlights:
--------------------------------
 *  GAAP net income increased to $40.9 million or $0.60 per diluted share
    including a $19.2 million benefit related to the reversal of the Company's
    deferred tax valuation allowance.
 *  Comparative pre-tax income increased 77.6 percent to $21.7 million or
    $0.32 per diluted share compared with $12.2 million or $0.18 in fiscal
    2003.
 *  Total revenues increased 6.8 percent to $604 million driven by online
    revenue growth of 15.9 percent to $307.5 million.

Fourth Quarter Highlights:
-------------------------
 *  GAAP net income increased to $30.4 million or $0.45 per diluted share
    including a $19.5 million benefit related to the reversal of the Company's
    deferred tax valuation allowance.
 *  Comparative pre-tax income increased 31.9 percent to $10.9 million, or
    $0.16 per diluted share compared with $8.3 million or $0.12 in the prior
    year period.
 *  Total revenues increased 4.3 percent to $161.6 million with online
    revenues up 10.7 percent to $93.1 million.

Westbury, NY, August 5, 2004 - 1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), a leading
multi-channel  retailer of thoughtful  gifts for all  occasions,  today reported
revenues of $161.6  million for its fiscal  fourth  quarter ended June 27, 2004,
representing an increase of 4.3 percent compared with revenues of $154.8 million
reported in the prior year period.  Online  revenues  increased  10.7 percent to
$93.1  million  while  telephonic  revenues  declined  6.1 percent to $58.4.  As
previously  announced,  telephonic  sales  declined  during the quarter due to a
combination  of  continued  customer  migration  to the  Company's  online sales
channels, and lower than anticipated sales in the Company's home and garden gift
category.

Net income for the fiscal fourth  quarter was $30.4 million or $0.45 per diluted
share and  includes a $19.5  million net benefit  related to the reversal of the
Company's  deferred tax valuation  allowance.  For purposes of  comparison  with
fiscal 2003 fourth quarter results, the Company also reported pre-tax income for
the fiscal 2004 fourth  quarter of $10.9  million,  or $0.16 per diluted  share,
representing  an increase of 31.9 percent  compared with $8.3 million,  or $0.12
per diluted share in the prior year period.

The Company  noted that it continued  to improve its  operating  expense  ratio,
achieving a reduction of 270 basis points  during the quarter to 32.9 percent of
total  revenue  compared  with 35.6  percent  in the  prior  year  period.  This
improvement  helped offset the impact of lower telephonic sales and gross profit
margin  associated with the home and garden gift category which carries a higher
gross profit margin compared with floral gifts.
                                                      (more)
<PAGE>

1-800-FLOWERS.COM Reports Record Revenues of $604 Million for Fiscal 2004, pg.2:


Jim McCann, CEO of 1-800-FLOWERS.COM, said, "During the fiscal fourth quarter we
were able to improve our operating margin and further enhance profitability.  We
achieved this despite  slower sales in our home and garden gift category and the
resulting  impact on gross  profit  margin.  This  illustrates  our  ability  to
leverage our operating infrastructure as well as our successful efforts to drive
revenue   growth  in  our  core  floral  gift  category  as  well  as  in  those
complementary  gift  categories  that we have indicated offer the highest growth
potential,  including  gourmet food gifts,  gift baskets,  candy and  children's
gifts."

Fiscal 2004 Full-year Results
-----------------------------

For the fiscal 2004  full-year,  total  revenues  increased  6.8 percent to $604
million  compared with $565.6  million in fiscal 2003.  This increase was driven
primarily by a 15.9 percent rise in online  revenues to $307.5 million  compared
with $265.3 million in the prior year.

Net income for the year was $40.9 million or $0.60 per diluted share. Net income
for the full fiscal  year  included a $19.2  million net benefit  related to the
reversal of the  Company's  deferred tax  valuation  allowance.  For purposes of
comparison with fiscal 2003 full-year results, the Company also reported pre-tax
income of $21.7 million, or $0.32 per diluted share, representing an increase of
77.6 percent  compared  with $12.2  million or $0.18 per diluted share in fiscal
2003.

During fiscal 2004, the Company  further  improved its operating  expense ratio,
achieving  a  decline  of 220  basis  points to 38.3  percent  of total  revenue
compared with 40.5 percent in the prior year. This improvement helped offset the
impact of lower  telephonic sales and gross profit margin due to slower sales in
the home and garden gift category.  As a result,  gross profit margin for fiscal
2004 was 41.9 percent  compared  with 42.6  percent in fiscal 2003.  Floral gift
sales,  which grew 10.1 percent during fiscal 2004,  represented 52.2 percent of
total combined online and telephonic revenues, up from 50.5 percent in the prior
year.

During  the  year,  the  Company  cost-effectively   acquired  3.1  million  new
customers,  consistent with fiscal 2003. Customer  acquisition cost for the year
was $17.85,  compared  with  $17.68 in fiscal  2003.  Approximately  5.7 million
customers  placed  orders  during the fiscal  year,  of which 45.3  percent were
repeat customers, up from 42.4 percent in fiscal 2003.

McCann said, "Overall,  fiscal 2004 was a solid year for us. Aside from the home
and garden gift category, we achieved double digit growth in all of our key gift
product lines,  including our floral gift business. It is important to note that
our total revenue growth for the year of approximately  seven percent represents
organic or "same-store" growth which we were able to achieve without significant
capital  requirements for inventory or bricks and mortar.  As a result,  we were
able to further strengthen our balance sheet,  finishing the year with more than
$110 million in cash and investments. Going forward, this will enable us to grow
our business  both  internally as well as through  complementary  acquisitions,"
said McCann.

The Company also  announced  that it plans to begin a stock  repurchase  program
under an existing $10 million authorization from its board of directors.  McCann
said,  "We  believe we are well  positioned  to further  enhance  the growth and
profitability  of our business.  Our strong  balance sheet and growing free cash
flow will allow us to add to shareholder  value through stock  repurchases under
the  authorization  that we have from our board of directors."  The Company said
purchases would be made from time to time in
                                                       (more)

<PAGE>
1-800-FLOWERS.COM Reports Record Revenues of $604 Million for Fiscal 2004, pg.3:


the open  market  and  through  privately  negotiated  transactions,  subject to
general  market  and other  conditions.  Shares  acquired  under the  repurchase
program  would be available  for later issue upon  exercise of stock options and
for other corporate purposes.

Fiscal 2005 Company Guidance:
----------------------------
Full-year guidance:
The Company said that during  fiscal 2005 it plans to build on the  double-digit
revenue  growth  achieved in its core  floral gift  business as well as in those
complementary  gift  categories  that it has  identified  as having the  highest
growth  potential for the future,  including  gourmet food gifts,  gift baskets,
candy, and children's gifts. It also expects that the changes it is implementing
in marketing and merchandising for its home and garden gift category will result
in a return to  sustainable  revenue  growth for that  business.  Based on these
expectations,  the Company  anticipates  achieving  organic  revenue growth in a
range of 8-to-10  percent  during  fiscal 2005  compared  with fiscal 2004.  The
Company said that it expects online sales to grow at a double-digit  rate during
fiscal 2005 while telephonic sales are expected to remain relatively flat.

During fiscal 2005 the Company also expects to achieve further reductions in its
operating expense ratio by leveraging prior investments in its brand, technology
platform,  unique fulfillment system and growing customer database. Gross profit
margin for the year is expected to be approximately  42 percent.  As a result of
these factors,  combined with anticipated revenue growth, the Company expects to
grow pre-tax income approximately 40 percent in fiscal 2005 compared with fiscal
2004. As a result of the reversal of the deferred tax valuation allowance in the
fourth  quarter of fiscal 2004,  during fiscal 2005 the Company  anticipates  an
effective tax rate of approximately 41 percent.  This will primarily be non cash
due to the utilization of net operating loss carryforwards.

McCann  noted that the Company also  expects to further  strengthen  its balance
sheet.  "Our business model  features high inventory  turns and very low working
capital needs relative to other specialty retailers. Our technology and customer
service  platforms  are  robust  and  highly  scalable  and  we do  not  require
significant capital deployed in bricks and mortar facilities.  We expect capital
expenditures  to remain at the $10-to-$12  million range for the next few years.
As such,  we expect our cash and  investments  position to continue to grow," he
said.

Quarterly Guidance:
The  Company  anticipates  its largest  quarters in terms of revenues  and gross
margin will again be the calendar  year-end period (its fiscal second  quarter),
which includes the holiday shopping season, and the calendar second quarter (its
fiscal fourth  quarter),  which includes the traditional  spring holiday period.
Based on this, the Company anticipates fiscal 2005 quarterly revenues will be in
the following ranges:

  o Q1 = 14-to-16 percent of total revenues
  o Q2 = 34-to-37 percent of total revenues
  o Q3 = 20-to-23 percent of total revenues
  o Q4 = 26-to-29 percent of total revenues

                                                      (more)

<PAGE>


1-800-FLOWERS.COM Reports Record Revenues of $604 Million for Fiscal 2004, pg.4:


The  Company's  fiscal  first  quarter is  traditionally  its lowest in terms of
revenues  due to the lack of any major  gift-giving  holidays  during the summer
months. As a result,  the Company typically records a loss for the quarter.  The
Company  said it expects to reduce  its loss in the  fiscal  2005 first  quarter
ending  September  26,  2004,  compared  with the prior year  period,  through a
combination  of  revenue  growth  and  continued  leveraging  of  its  operating
infrastructure.

About 1-800-FLOWERS.COM(R)
--------------------------
For more  than 25 years,  1-800-FLOWERS.COM,  Inc.  (NASDAQ:  FLWS) has been the
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 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   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 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).

Special Note Regarding Forward-Looking Statements:
--------------------------------------------------
A number of statements contained in this press release, 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 its stated
forecast for revenue and earnings growth in its fiscal year 2005; its ability to
improve sales performance in its home and garden gifts category;  its ability to
reduce its operating  expense  ratio;  its ability to  repurchase  its shares at
attractive  prices;  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 provide timely  fulfillment of customer
orders;  its  ability to cost  effectively  acquire  and retain  customers;  its
ability to strengthen its balance sheet; 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  leverage  its  operating
infrastructure 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 fourth  quarter and
full-year  results and Company guidance for fiscal year 2005, and any recordings
thereof,  or in any of its SEC filings except as may be otherwise  stated by the
Company.

                                                      (more)
<PAGE>


1-800-FLOWERS.COM Reports Record Revenues of $604 Million for Fiscal 2004, pg.5:


Conference Call:
The Company  will conduct a  conference  call to discuss the attached  financial
results on  Thursday,  August 5th 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 8/5/04 at:  1-888-203-1112  (domestic) or
1-719-457-0820 (international). Enter reservation #750566.
                                                   [See Tables]

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

<TABLE>
<S>                                                                                        <C>              <C>
                                                                                          June 27,        June 29,
                                                                                            2004            2003
                                                                                        -------------- -------------

Assets
Cash and equivalents                                                                        $80,824       $49,079
Short-term investments                                                                       22,550        12,139
Receivables, net                                                                              9,013         7,767
Inventories                                                                                  19,625        20,370
Prepaid and other current assets                                                              1,517         2,208
Deferred income taxes                                                                        16,463             -
                                                                                        -------------- -------------
  Total current assets                                                                      149,992        91,563

Property, plant and equipment, net                                                           42,460        46,500
Investments                                                                                   8,260        19,471
Goodwill                                                                                     34,529        37,692
Other intangibles, net                                                                        2,598         3,211
Deferred income taxes                                                                        13,548             -
Other assets                                                                                 10,165        16,359
                                                                                        -------------- -------------
    Total assets                                                                           $261,552      $214,796
                                                                                        ============== =============

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable and accrued expenses                                                    $63,266       $61,663
   Current  maturities of long-term debt and obligations under
    capital leases                                                                            3,022         3,025
                                                                                       -------------- -------------
     Total current liabilities                                                               66,288        64,688

Long-term debt and obligations under capital leases                                           6,062         9,124
Other liabilities                                                                             2,812         3,696
                                                                                        -------------- -------------
   Total liabilities                                                                         75,162        77,508
Total stockholders' equity                                                                  186,390       137,288
                                                                                        -------------- -------------
Total liabilities and stockholders' equity                                                 $261,552      $214,796
                                                                                        ============== =============
</TABLE>

                                                      (more)

<PAGE>


1-800-FLOWERS.COM Reports Record Revenues of $604 Million for Fiscal 2004, pg.6

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


<TABLE>
<S>                                                            <C>                <C>             <C>              <C>
                                                                   Quarter Ended                           Year Ended
                                                         --------------------------------- -----------------------------------
                                                           June 27, 2004    June 29, 2003    June 27, 2004     June 29, 2003
                                                         ---------------- ---------------- ----------------- -----------------
Net revenues:
 Online                                                       $93,135           $84,133         $307,470          $265,278
 Telephonic                                                    58,443            62,254          263,039           271,071
 Retail/fulfillment                                             9,989             8,456           33,469            29,269
                                                           --------------   --------------    --------------    --------------
   Total net revenues                                         161,567           154,843          603,978           565,618

Cost of revenues                                               98,039            91,588          351,111           324,565
                                                           --------------   --------------    --------------    --------------
Gross profit                                                   63,528            63,255          252,867           241,053

Operating expenses:
 Marketing and sales                                           38,950            40,372          172,251           170,013
 Technology and development                                     3,289             3,621           13,799            13,937
 General and administrative                                     7,187             7,381           30,415            29,593
 Depreciation and amortization                                  3,660             3,698           14,992            15,389
                                                           --------------   --------------    --------------    --------------
   Total operating expenses                                    53,086            55,072          231,457           228,932
                                                           --------------   --------------    --------------    --------------
Operating income                                               10,442             8,183           21,410            12,121
Other income (expense):
 Interest income                                                  640               277            1,324             1,157
 Interest expense                                                 (62)             (193)            (663)             (982)
 Other                                                           (123)               (5)            (341)              (58)
                                                           --------------   --------------    --------------    --------------
Total other income (expense), net                                 455                79              320               117
                                                           --------------   --------------    --------------    --------------
Income before income taxes                                     10,897             8,262           21,730            12,238
Income tax benefit                                             19,532                 -           19,174                 -
                                                           --------------   --------------    --------------    --------------
Net income                                                    $30,429            $8,262          $40,904           $12,238
                                                           ==============   ==============    ==============    ==============
Net income per common share:
      Basic                                                     $0.46             $0.13            $0.62             $0.19
                                                           ==============   ==============    ==============    ==============
      Diluted                                                   $0.45             $0.12            $0.60             $0.18
                                                           ==============   ==============    ==============    ==============

Weighted average shares used in the calculation of net
 income per common share:
          Basic                                                66,164            65,682           65,566            65,566
                                                           ==============   ==============    ==============    ==============
          Diluted                                              68,260            67,956           67,772            67,670
                                                           ==============   ==============    ==============    ==============
----------------------------------------------------------------------------------------------------------------------------
Calculation of Pre-tax income per share:

Income before income taxes                                    $10,897            $8,262          $21,730           $12,238
                                                           ==============   ==============    ==============    ==============

Income before income taxes per common share:
     Basic                                                      $0.16             $0.13            $0.33             $0.19
                                                           ==============   ==============    ==============    ==============
     Diluted                                                    $0.16             $0.12            $0.32             $0.18
                                                           ==============   ==============    ==============    ==============

Weighted average shares used in the calculation of income
 before taxes per common share:
          Basic                                                66,164            65,682           65,566            65,566
                                                           ==============   ==============    ==============    ==============
          Diluted                                              68,260            67,956           67,772            67,670
                                                           ==============   ==============    ==============    ==============
</TABLE>

                                                      (more)

<PAGE>


1-800-FLOWERS.COM Reports Record Revenues of $604 Million for Fiscal 2004, pg.7

                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                         Selected Financial Information
                      Consolidated Statements of Cash Flows
                                 (In thousands)
<TABLE>
<S>                                                                                           <C>             <C>
                                                                                             Years Ended
                                                                                        ----------------------------
                                                                                           June 27,        June 29,
                                                                                             2004            2003
                                                                                        -------------- -------------

Operating activities:
Net income                                                                                  $40,904       $12,238
Reconciliation of net income to net cash provided by
 operations:
 Depreciation and amortization                                                               14,992        15,389
 Deferred income taxes                                                                      (20,776)            -
 Bad debt expense                                                                               437           426
 Other non-cash items                                                                           250            72
 Changes in operating items:
   Receivables                                                                               (1,683)        1,152
   Inventories                                                                                  745        (4,723)
   Prepaid and other                                                                            691            12
   Accounts payable and accrued expenses                                                      1,624        (2,493)
   Other assets                                                                               5,829        (2,555)
   Other liabilities                                                                           (884)            1
                                                                                        -------------- -------------
 Net cash provided by operating activities                                                   42,129        19,519

Investing activities:
Purchase of investments                                                                     (62,584)      (56,412)
Sale of investments                                                                          63,384        57,191
Capital expenditures, net of non-cash expenditures                                          (10,576)      (10,269)
Other                                                                                           217           390
                                                                                        -------------- -------------
 Net cash used in investing activities                                                       (9,559)       (9,100)

Financing activities:
Proceeds from employee stock options/stock
 purchase plan                                                                                2,126         1,142
Repayment of notes payable and bank borrowings                                               (1,176)       (1,492)
Payment of capital lease obligations                                                         (1,775)       (1,591)
                                                                                        -------------- -------------
 Net cash used in financing activities                                                         (825)       (1,941)
                                                                                        -------------- -------------
 Net change in cash and equivalents                                                          31,745         8,478
 Cash and equivalents:
  Beginning of period                                                                        49,079        40,601
                                                                                        -------------- -------------
  End of period                                                                             $80,824       $49,079
                                                                                        ============== =============

</TABLE>



                                                       # # #



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