<SUBMISSION>
<ACCESSION-NUMBER>0001084869-04-000053
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20041021
<ITEMS>7.01
<ITEMS>9.01
<FILING-DATE>20041029
<DATE-OF-FILING-DATE-CHANGE>20041029
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>1 800 FLOWERS COM INC
<CIK>0001084869
<ASSIGNED-SIC>5990
<IRS-NUMBER>113117311
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0627
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-26841
<FILM-NUMBER>041106193
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>eightone.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

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

                Date of Report (Date of earliest event Reported):
                                  October 21, 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)


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


Item 7. Financial Statements and Exhibits.


        The following exhibit is furnished as part of this report:

99.1
Press release of  1-800-FLOWERS.COM,  Inc.,  dated October 21, 2004,  announcing
results of operations and financial  condition for its fiscal 2005 first quarter
ended September 26, 2004.

Item 9. Regulation FD Disclosure


On October 21, 2004, 1-800-FLOWERS.COM, Inc. announced its results of operations
and financial  condition  for its fiscal 2005 first quarter ended  September 26,
2004.  Attached  hereto  as  Exhibit  99.1 is a copy of the  press  release.  In
accordance  with SEC  Release  No.  33-8216,  the  information  included in this
section is  intended to be included  under  "Item 12.  Disclosure  of Results of
Operations and Financial  Condition" and compliance with the Item 12 requirement
is met by including such disclosure under this Item 9.

<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:  October 29, 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 October 21, 2004,
            announcing results of operations  and  financial  condition for its
            fiscal 2005 first quarter ended September 26, 2004.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1 PRESS RELEAS
<SEQUENCE>2
<FILENAME>releaseone.txt
<TEXT>
Exhibit 99.1

          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 2005 First Quarter
                    Revenues of $97.5 Million, Up 2.5 Percent

* Online revenues grew 8.5 percent to $53.1 million,  representing  54.4 percent
of total revenues compared with $48.9 million and 51.4 percent in the prior year
period.
* Net loss  declined  to $2.7  million  or $0.04  per share  compared  with $5.1
million or $0.08 per share in the year-ago period.  Comparative pre-tax loss was
$4.7 million, or $0.07 per share,  compared with a pre-tax loss of $5.1 million,
or $0.08 per share in the prior year period.
* Company attracted 460,000 new customers, 62% through its online channels
* Repeat  customers  represented  60.5 percent of combined online and telephonic
orders, compared with 58.3 percent in the same period last year

Westbury,  NY,  October 21, 2004 -  1-800-FLOWERS.COM,  Inc.  (NASDAQ:  FLWS), a
leading  multi-channel  retailer of thoughtful  gifts for all  occasions,  today
reported  revenues  of $97.5  million for its fiscal  2005 first  quarter  ended
September 26, 2004.  This  represented an increase of 2.5 percent  compared with
revenues of $95.2  million  reported in the prior year period.  Online  revenues
increased 8.5 percent to $53.1 million  compared with $48.9 million in the first
quarter of fiscal 2004.  Telephonic  revenues for the quarter were $37.6 million
compared  with  $40.4  million  in the  prior  year  period,  down  6.9  percent
reflecting the continued migration of customers to the Internet. Online revenues
represented  54.4 percent of total  revenues,  compared with 51.4 percent in the
prior year period.

For the first  quarter,  the  Company  reported  a gross  profit  margin of 40.6
percent compared with 41.1 percent in the prior year period.  The slight decline
in gross profit  margin was  attributed  primarily  to product  mix.  During the
quarter,  the Company reduced its operating  expense ratio by 60 basis points to
45.6 percent of total  revenues  compared with 46.2 percent in last year's first
quarter. The Company attributed the improvement to its ability to leverage prior
investments  in its  operating  infrastructure  and the lower  processing  costs
associated with the higher percentage of online orders.

Net loss for the fiscal  2005 first  quarter,  including  a tax  benefit of $2.0
million,  was $2.7 million or $0.04 per share  compared  with a net loss of $5.1
million  or $0.08 per share in the prior  year  period.  The  fiscal  2005 first
quarter includes a tax benefit of $1.9 million. On a comparative basis,  pre-tax
loss for the fiscal 2005 first  quarter was $4.7  million,  or $0.07 per diluted
share,  compared with a pre-tax loss of $5.2 million, or $0.08 per diluted share
in the prior year period.
                                     (more)


<PAGE>


1-800-FLOWERS.COM  Reports  Revenue of $97.5  Million  for its Fiscal 2005 First
Quarter, pg. 2:



During the fiscal first quarter,  the Company  attracted  460,000 new customers,
approximately 62 percent of whom, or 287,000,  came to the Company online. These
customers were attracted to the Company's family of brands through a combination
of cost-effective  marketing  programs as well as its convenient,  multi-channel
customer access and expanded gift offerings. Approximately 1.2 million customers
placed orders during the period of which 60.5 percent were repeat customers,  up
from 58.3  percent  in the first  quarter  of fiscal  2004.  This  reflects  the
Company's  continuing  focus on  deepening  the  relationship  with its existing
customers  to become their  trusted  source for gifts and services for all their
celebratory occasions.

Jim McCann,  CEO of  1-800-FLOWERS.COM,  noted that the  Company's  fiscal first
quarter  is  traditionally  its lowest in terms of  revenues  due to the lack of
gifting  holidays  during the summer months.  "Despite  this," he said, "we were
able to grow our online revenues by 8.5 percent and achieve a further  reduction
in our operating expense ratio. Furthermore,  during the quarter we enhanced our
efforts in several key business areas:

o We  implemented  changes in our marketing and  merchandising  programs for our
home and garden gifts category designed to enhance its creative presentation and
increase new product  offerings.  We are confident that these changes will begin
to show positive results during the current quarter.
o We made further investments in our Business Gift Services division,  expanding
our sales team and  increasing our corporate  account base in  preparation  for,
what we believe,  will be an improved  environment for corporate gifting in this
year's upcoming holiday season.
o And,  we  implemented  enhancements  to our website  and  marketing  materials
featuring our unique range of floral gift  choices,  including  flowers  shipped
overnight Fresh From Our Growers,  professionally  designed floral gifts created
by our master florists  available for same-day delivery anywhere in the country,
and, our newest offering - the  unconventional  floral artistry of Jane Carroll,
combining  elements of art and sculpture with premium flowers for gifts that can
only be found at 1-800-FLOWERS.COM.

"As we enter the  important  holiday  shopping  season,  we  believe we are well
positioned to achieve  accelerated  top line growth and enhanced  profitability.
Throughout the quarter,  we will be stepping up our marketing and  merchandising
efforts, including a variety of direct mail campaigns,  broadcast media programs
and a broad  range of online  advertising  efforts - all  designed  to attract a
significant  number of new  customers  to our great  family of gift brands while
simultaneously  deepening the relationship we have with our existing customers,"
said McCann.

Company Guidance:
The  Company  reiterated  its  guidance  for fiscal 2005 which calls for organic
revenue growth of 8-to-10 percent compared with the prior year. Furthermore, the
Company  expects to achieve  further  reductions in its operating  expense ratio
during fiscal 2005, by leveraging  prior  investments  in its brand,  technology
platform,  unique fulfillment system and growing customer database.  As a result
of these factors,  the Company expects to grow pre-tax income  approximately  40
percent in fiscal 2005 compared with fiscal 2004.  Regarding its current  fiscal
second quarter, which includes the calendar-year-end holiday period, the Company
expects the period will represent  approximately  34-to-37  percent of full-year
revenues,  driven by expected  strong growth in its floral gift category as well
as in such  "high-growth"  complementary  gift categories as gourmet food gifts,
gift baskets, candy and children's gifts.

                                     (more)


<PAGE>

1-800-FLOWERS.COM  Reports  Revenue of $97.5  Million  for its Fiscal 2005 First
Quarter, pg. 3:



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 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 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 2005 first quarter, or 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.

Conference Call:
The Company  will conduct a  conference  call to discuss the attached  financial
results  today at  11:00  a.m.  ET.  The call  will be "web  cast"  live via the
Internet  and  can be  accessed  from  the  Investor  Relations  section  of the
1-800-FLOWERS.COM  web site. An indexed  recording of the call will be posted on
the Investor  Relations  section of the Company's web site within 2 hours of the
call's completion.  A replay of the call can be accessed via telephone beginning
at 2:00 p.m. (ET) on 10/21/04  through  midnight on 10/22/04 at:  1-888-203-1112
(domestic) or 1-719-457-0820 (international). Enter reservation #845834.

                              [See Attached Tables]

<PAGE>

1-800-FLOWERS.COM  Reports  Revenues of $97.5  Million for its Fiscal 2005 First
Quarter, pg.4:


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

<TABLE>
<S>                                                                                          <C>            <C>
                                                                                       September 26,     June 27,
                                                                                           2004            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 current assets                                                          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
Total stockholders' equity                                                                    182,653         186,390
                                                                                        --------------  --------------
Total liabilities and stockholders' equity                                                   $251,769        $261,552
                                                                                        ==============  ==============

</TABLE>





                                     (more)


<PAGE>


1-800-FLOWERS.COM  Reports  Revenues of $97.5  Million for its Fiscal 2005 First
Quarter, pg.5:


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                         Selected Financial Information
                        Consolidated Statements of Income
                    (In thousands, except for per share data)
                                   (unaudited)
<TABLE>
<S>                                                              <C>               <C>
                                                                 Three Months Ended
                                                          -----------------------------------
                                                            September 26,      September 28,
                                                                2004                2003
                                                          ------------------  ---------------

Net revenues:
  Online                                                         $53,086          $48,936
  Telephonic                                                      37,586           40,371
  Retail/fulfillment                                               6,842            5,853
                                                          ------------------  ---------------
       Total 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
                                                          ==================  ===============

Calculation of Pre-tax loss per share:

             Loss before income taxes                             (4,677)          (5,146)
                                                          ==================  ===============
Basic and diluted loss before income taxes per
  common share                                                    ($0.07)          ($0.08)
                                                          ==================  ===============

Weighted average shares used in the calculation of basic
and diluted loss before taxes per common share                    66,210           65,775
                                                          ==================  ===============

</TABLE>


                                     (more)


<PAGE>


1-800-FLOWERS.COM  Reports  Revenues of $97.5  Million for its Fiscal 2005 First
Quarter, pg.6:


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                         Selected Financial Information
                      Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (unaudited)
<TABLE>
<S>                                                                                      <C>                 <C>
                                                                                          Three Months Ended
                                                                                    --------------------------------
                                                                                    September 26,       September
                                                                                         2004           28, 2003
                                                                                    ---------------   --------------
Operating activities:
Net loss                                                                                 ($2,710)          ($5,146)
Reconciliation of net income to net cash provided by 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>



                                                       # # #



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