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<ACCESSION-NUMBER>0001084869-05-000009
<TYPE>10-Q
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<PERIOD>20041226
<FILING-DATE>20050204
<DATE-OF-FILING-DATE-CHANGE>20050204
<FILER>
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<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>
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<FILM-NUMBER>05575901
</FILING-VALUES>
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<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
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<CITY>WESTBURY
<STATE>NY
<ZIP>11590
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<TYPE>10-Q
<SEQUENCE>1
<FILENAME>ten.txt
<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 December 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:

                                   29,223,686
                                   ----------
  (Number of shares of Class A common stock outstanding as of January 31, 2005)

                                   36,864,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of January 31, 2005)

<PAGE>


                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                          Page
                                                                          ----

Part I.  Financial Information
 Item 1.  Consolidated Financial Statements:

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

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

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

          Notes to Consolidated Financial Statements (Unaudited)            4


 Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                              8

 Item 3.  Quantitative and Qualitative Disclosures About Market Risk       15

 Item 4.  Controls and Procedures                                          15

Part II. Other Information

 Item 1.  Legal Proceedings                                                16

 Item 2.  Changes in Securities and Use of Proceeds                        16

 Item 3.  Defaults upon Senior Securities                                  16

 Item 4.  Submission of Matters to a Vote of Security Holders              16

 Item 5.  Other Information                                                16

 Item 6.  Exhibits and Reports on Form 8-K                                 17

Signatures                                                                 18



<PAGE>



                                       18



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>
                                                                                      December 26,     June 27,
                                                                                         2004           2004
                                                                                     ------------- --------------
                                                                                       (unaudited)
Assets
Current assets:
 Cash and equivalents                                                                  $86,794        $ 80,824
 Short-term investments                                                                 19,086          22,550
 Receivables, net                                                                       20,660           9,013
 Inventories                                                                            27,675          19,625
 Deferred income taxes                                                                  18,522          16,463
 Prepaid and other                                                                       2,137           1,517
                                                                                     ------------- --------------
    Total current assets                                                               174,874         149,992

Property, plant and equipment, net                                                      41,642          42,460
Investments                                                                              3,687           8,260
Goodwill                                                                                42,189          34,529
Other intangibles, net                                                                   2,266           2,598
Deferred income taxes                                                                    9,146          13,548
Other assets                                                                             8,714          10,165
                                                                                     ------------- --------------
Total assets                                                                          $282,518        $261,552
                                                                                     ============= ==============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                 $81,017        $ 63,266
 Current maturities of long-term debt and obligations under capital leases               2,925           3,022
                                                                                     ------------- --------------
    Total current liabilities                                                           83,942          66,288
Long-term debt and obligations under capital leases                                      4,614           6,062
Other liabilities                                                                        3,108           2,812
                                                                                     ------------- --------------
Total liabilities                                                                       91,664          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, 29,545,850
  and 29,428,143 shares issued at December 26, 2004 and June 27, 2004,
  respectively                                                                             295             295
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,144,465
  shares issued at December 26, 2004 and June 27, 2004, respectively                       421             421
 Additional paid-in capital                                                            256,474         255,829
 Retained deficit                                                                      (61,053)        (67,047)
 Treasury stock, at cost-326,023 and 52,800 Class A shares at December 26, 2004
  and June 27, 2004, respectively and 5,280,000 Class B shares                          (5,283)         (3,108)
                                                                                     ------------- --------------
    Total stockholders' equity                                                         190,854         186,390
                                                                                     ------------- --------------
Total liabilities and stockholders' equity                                            $282,518        $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>              <C>              <C>
                                                                     Three Months Ended                  Six Months Ended
                                                             ---------------------------------  ---------------------------------
                                                               December 26,     December 28,      December 26,     December 28,
                                                                  2004             2003               2004             2003
                                                             ---------------- ----------------  ---------------  ----------------
Net revenues                                                    $230,014         $213,182           $327,528         $308,342
Cost of revenues                                                 127,402          117,550            185,344          173,643
                                                             ---------------- ----------------  ---------------  ----------------
Gross profit                                                     102,612           95,632            142,184          134,699
Operating expenses:
 Marketing and sales                                              72,841           66,762            102,733           95,608
 Technology and development                                        3,292            3,503              6,396            6,934
 General and administrative                                        7,954            7,577             15,556           15,356
 Depreciation and amortization                                     3,770            3,843              7,666            7,760
                                                             ---------------- ----------------  ---------------  ----------------
    Total operating expenses                                      87,857           81,685            132,351          125,658
                                                             ---------------- ----------------  ---------------  ----------------
Operating income                                                  14,755           13,947              9,833            9,041
Other income (expense):
 Interest income                                                     275              223                657              415
 Interest expense                                                   (124)            (186)              (265)            (419)
 Other                                                                21              (14)                25             (213)
                                                             ---------------- ----------------  ---------------  ----------------
Total other income (expense), net                                    172               23                417             (217)
                                                             ---------------- ----------------  ---------------  ----------------
Income before income taxes                                        14,927           13,970             10,250            8,824
Income taxes                                                      (6,223)            (292)            (4,256)            (292)
                                                             ---------------- ----------------  ---------------  ----------------
Net income                                                        $8,704          $13,678             $5,994           $8,532
                                                             ================ ================  ===============  ================
Net income per common share:
 Basic                                                             $0.13            $0.21              $0.09            $0.13
                                                             ================ ================  ===============  ================
 Diluted                                                           $0.13            $0.20              $0.09            $0.12
                                                             ================ ================  ===============  ================
Weighted average shares used in the calculation of
 net income per common share:
 Basic                                                            66,061           65,881             66,135           65,828
                                                             ================ ================  ===============  ================
 Diluted                                                          67,637           69,074             67,627           68,811
                                                             ================ ================  ===============  ================
</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>
                                                                                          Six Months Ended
                                                                                   --------------------------------
                                                                                    December 26,      December 28,
                                                                                        2004            2003
                                                                                   ---------------   --------------

Operating activities:
Net income                                                                             $5,994            $8,532
Reconciliation of net income to net cash provided by operations:
 Depreciation and amortization                                                          7,666             7,760
 Deferred income taxes                                                                  4,256                 -
 Bad debt expense                                                                         146               279
 Other non-cash items                                                                       -               157
 Changes in operating items:
   Receivables                                                                        (11,078)           (8,198)
   Inventories                                                                         (7,719)            1,941
   Prepaid and other                                                                     (620)             (542)
   Accounts payable and accrued expenses                                               15,765            16,154
   Other assets                                                                         1,592               619
   Other liabilities                                                                      296               219
                                                                                   ---------------   --------------
 Net cash provided by operating activities                                             16,298            26,921

Investing activities:
Purchase of investments                                                               (32,866)          (23,018)
Sale of investments                                                                    40,903            36,250
Acquisition of business                                                                (9,674)                -
Capital expenditures, net of non-cash expenditures                                     (5,653)           (4,296)
Other                                                                                       2               145
                                                                                   ---------------   --------------
 Net cash (used in) provided by investing activities                                   (7,288)            9,081

Financing activities:
Acquisition of treasury stock                                                          (2,175)                -
Proceeds from employee stock options/purchase plan                                        645             1,005
Repayment of notes payable and bank borrowings                                           (654)             (528)
Payment of capital lease obligations                                                     (856)             (862)
                                                                                   ---------------   --------------
 Net cash used in financing activities                                                  (3,040)            (385)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                       5,970            35,617
Cash and equivalents:
 Beginning of period                                                                    80,824            49,079
                                                                                   ---------------   --------------
 End of period                                                                         $86,794           $84,696
                                                                                   ===============   ==============
</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 and six months ended December 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 and net income 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>            <C>            <C>
                                              Three Months Ended              Six Months Ended
                                        ------------------------------- -----------------------------
                                         December 26,    December 28,   December 26,   December 28,
                                            2004            2003           2004           2003
                                        --------------- --------------- -------------- --------------
                                                 (in thousands, except per share data)


    Net income - As reported                $8,704         $13,678         $5,994          $8,532
     Less: Stock based compensation          1,996           1,974          3,690           3,851
                                        --------------- --------------- -------------- --------------
    Net income - Pro forma                  $6,708         $11,704         $2,304          $4,681
                                        =============== =============== ============== ==============

Net income per share:
   Basic - As reported                       $0.13           $0.21          $0.09           $0.13
   Basic - Pro forma                         $0.10           $0.18          $0.03           $0.07
   Diluted - As reported                     $0.13           $0.20          $0.09           $0.12
   Diluted - Pro forma                       $0.10           $0.17          $0.03           $0.07

</TABLE>

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


                                       4

<PAGE>


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

Comprehensive Income

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

Recent Accounting Pronouncements

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement No. 123R, "Share-Based Payment" (SFAS 123R), which  requires companies
to measure and recognize compensation  expense for all stock-based  payments  at
fair value.  SFAS 123R is effective for all interim periods beginning after June
15, 2005 and, thus,  will be effective for the Company  beginning with the first
quarter of fiscal  2006.  The  Company  is  currently  evaluating  the impact of
SFAS123R on its financial position and results of operations. See Employee Stock
Incentive  Plans,  above for  information  related  to the pro forma  effects on
reported  net  income  and net  income  per  share of  applying  the fair  value
recognition  provisions  of  the  previous  Statement  of  Financial  Accounting
Standards (SFAS) 123,  "Acounting for Stock Based  Compensation," to stock-based
employee compensation.


Note 2 - Net Income Per Common Share

The following  table sets forth the  computation of basic and diluted net income
per common share:
<TABLE>
<S>                                                              <C>                <C>             <C>                 <C>
                                                                   Three Months Ended                   Six Months Ended
                                                            ----------------------------------  ----------------------------------
                                                              December 26,      December 28,     December 26,       December 28,
                                                                 2004              2003             2004               2003
                                                            -----------------  ---------------  ----------------  ----------------
                                                                          (in thousands, except per share data)
       Numerator:
          Net income                                            $8,704            $13,678           $5,994            $8,532
                                                            =================  ===============  ================  ================
       Denominator:
          Weighted average shares outstanding                   66,061             65,881           66,135            65,828
          Effect of dilutive securities:
              Employee stock options                             1,576              3,193            1,492             2,983
                                                            -----------------  ---------------  ----------------  ----------------
       Adjusted weighted-average shares and assumed
          conversions                                           67,637             69,074           67,627            68,811
                                                            =================  ===============  ================  ================

       Net income per common share:
          Basic                                                  $0.13              $0.21            $0.09             $0.13
          Diluted                                                $0.13              $0.20            $0.09             $0.12

</TABLE>

Note 3 - Goodwill and Intangible Assets

The change in the net carrying amount of goodwill is as follows:
<TABLE>
<S>                                                                                         <C>

                                                                                        December 26,
                                                                                            2004
                                                                                       ----------------
                                                                                        (in thousands)

                Goodwill - beginning of year                                                $34,529
                Acquisition of Winetasting Network                                            7,474
                Other                                                                           186
                                                                                          -----------
                Goodwill - end of period                                                    $42,189
                                                                                          ===========
</TABLE>



                                       5

<PAGE>


The Company's other intangible assets consist of the following:
<TABLE>
<S>                                 <C>         <C>           <C>           <C>         <C>           <C>            <C>
                                                       December 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          $3,277        $1,650      $4,927       $3,115         $1,812
  Customer lists                   3 years       910             809           101         910          657            253
  Other                            5 years       194             155            39         194          137             57
                                            ------------ -------------- -----------  ---------- --------------- ------------
                                               6,031           4,241         1,790       6,031        3,909          2,122

 Trademarks with
  indefinite lives                 -             476               -           476         476            -            476
                                            ------------ -------------- -----------  ---------- --------------- ------------
 Total identifiable
  intangible assets                           $6,507          $4,241        $2,266      $6,507       $3,909         $2,598
                                            ============ ============== ===========  ========== =============== ============

</TABLE>

Estimated  amortization  expense is as follows:  remainder of fiscal 2005 - $0.3
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 4 - Long-Term Debt

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

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

          Commercial notes and revolving credit lines                                      $4,890          $5,504
          Seller financed acquisition obligations                                              45              85
          Obligations under capital leases                                                  2,604           3,495
                                                                                       ----------------  -----------
                                                                                            7,539           9,084
          Less current maturities of long-term debt and obligations under
           capital leases                                                                   2,925           3,022
                                                                                       ----------------  -----------
                                                                                           $4,614          $6,062
                                                                                       ================  ===========
</TABLE>

Note 5 - Income Taxes

At the end of each interim  reporting  period,  the Company makes an estimate of
the effective  income tax rate expected to be applicable for the full year. This
estimate is used in providing for income taxes on a  year-to-date  basis and may
change in  subsequent  interim  periods.  Income taxes have been included in the
accompanying  financial statements on the basis of an estimated annual effective
rate of  41.6%.  The  primary  reason  that  the tax rate  differs  from the 35%
statutory federal corporate income tax rate is due to state income tax expense.

Note 6 - Acquistion of The Winetasting Network

On November  15, 2004,  the Company  acquired The  Winetasting  Network,  a Napa
Valley,  California based distributor and direct-to-consumer  wine marketer, for
$9.4 million,  including acquisition costs and the retirement of $2.4 million of
long-term debt. The acquisition has been accounted for under the purchase method
of  accounting  in  accordance  with  SFAS  No.  141,  "Business  Combinations."
Accordingly,  the  purchase  price was  allocated  to the  assets  acquired  and
liabilities  assumed based upon their  estimated fair values at the  acquisition
date. The preliminary allocation of the




                                       6
<PAGE>






purchase price consists of the following (in thousands):

<TABLE>
<S>                                                                                        <C>

             Net current assets                                                           $(845)
             Other non-current assets                                                        80
             Plant and equipment                                                            798
             Deferred tax assets                                                          1,914
             Goodwill                                                                     7,474
                                                                                        -----------
                Total purchase price                                                     $9,421
                                                                                        ===========
</TABLE>


Note 7 - 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.







































                                       7
<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.  (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);      children's     gifts     from     HearthSong(R)
(http://www.hearthsong.com)  and Magic Cabin(R)  (http://www.magiccabin.com) and
wine   gifts   from  The  Wine   Tasting   Network   (www.ambrosiawine.com   and
www.winetasting.com).

Results of Operations

Net Revenues
<TABLE>
<S>                                <C>              <C>              <C>         <C>            <C>              <C>
                                         Three Months Ended                              Six Months Ended
                             ----------------------------------------------- ---------------------------------------------
                              December 26,    December 28,                    December 26,   December 28,
                                 2004            2003          % Change          2004           2003          % Change
                             -------------- ---------------- -------------- --------------- -------------- --------------
                                                                   (in thousands)

Net revenues:
 Telephonic                     $109,570         $113,374        (3.4%)        $147,156       $153,745         (4.3%)
 Online                          107,686           90,878        18.5%          160,772        139,814          15.0%
 Retail/fulfillment               12,758            8,930        42.9%           19,600         14,783          32.6%
                             -------------- ----------------                --------------- -------------- ---------------
Total net revenues              $230,014          $213,182        7.9%         $327,528       $308,342           6.2%
                             ============== ================                =============== ==============
</TABLE>

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 6.4% and 4.9%,  respectively,
during the three and six months ended  December 26, 2004,  due to an increase in
order volume  resulting from: (i) the Company's  strong brand name  recognition,
(ii) continued  leveraging of its existing  customer base, and (iii) the success
of its marketing and merchandising  efforts to enhance revenue growth in several
of its key gift items,  including  its gourmet  gift  foods,  unique  children's
gifts, and expanded line of gift baskets.  Growth in these areas was tempered by
the growth of the Company's home decor gift items,  which increased 1.8% for the
quarter,  but reversed the negative  sales trend  experienced  in this  category
during the prior  fiscal year and into the first  quarter of fiscal  2005.  As a
result, during the three and six months ended December 26, 2004, non-floral gift


                                       8
<PAGE>

products  accounted  for  66.3%  and  57.8%,  respectively,  of  total  combined
telephonic  and online net revenues,  which was relatively  consistent  with the
same periods of the prior year.

The Company fulfilled  approximately  3,635,000 and 5,042,000 orders through its
combined  telephonic and online sales  channels  during the three and six months
ended  December 26, 2004, an increase of 6.3% and 5.0%,  respectively,  over the
prior  year  periods.  This  growth  was driven by the  Company's  online  sales
channel, which experienced a 16.8% and 13.8% increase in order volume during the
three and six months ended December 26, 2004, respectively, in comparison to the
prior year periods,  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 3.0% and 4.0% decrease in order volume in comparison
to the respective periods of the prior year. The Company's  combined  telephonic
and online  average  order values of $59.77 and $61.08  during the three and six
months ended  December 26, 2004,  were  consistent  with the same periods of the
prior year.

The  online  sales  channel  contributed  49.6%  and  52.2%  of  total  combined
telephonic  and online  revenues  during the three and six months ended December
26, 2004,  respectively,  compared to 44.5% and 47.6% for the respective periods
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.

Retail/fulfillment revenues for the three and six months ended December 26, 2004
increased in  comparison  to the same periods of the prior year,  primarily as a
result of increased membership and sales of product and service offerings to the
Company's  BloomNet(TM) network, as well as the incremental revenue generated by
the acquisition of the Wine Tasting Network during the month of November 2004.

In  order  to  extend  the  Company's  leadership  position  in the  floral  and
thoughtful  gift  marketplace,  the  Company  plans to  increase  its  marketing
spending  during the second half of fiscal 2005. In addition to  increasing  its
presence in online media, as well as broadcast advertising, the Company plans to
further expand its BloomNet  operations to increase its market share,  and build
out the technology  platform,  and increase the depth of its marketing  programs
and personnel within its recently  acquired wine gift business in support of the
Company's  growing  gourmet  gift and gift  basket  product  lines.  While these
investments will impact the Company's  earnings growth over the short term, over
the longer  term,  the Company  believes  that this  strategy  will enable it to
achieve  sustainable  double digit revenue growth and provide  further  leverage
within its business model and therefore improved profitability.

Gross Profit
<TABLE>
<S>                                   <C>              <C>             <C>           <C>             <C>              <C>
                                               Three Months Ended                              Six Months Ended
                                  --------------------------------------------- ------------------------------------------------
                                  December 26,     December 28,                  December 26,     December 28,
                                      2004             2003         % Change         2004             2003          % Change
                                  --------------  --------------- ------------- ---------------  --------------- -------------
                                                                (in thousands)

Gross profit                        $102,612          $95,632          7.3%        $142,184        $134,699         5.6%
Gross margin %                         44.6%            44.9%                         43.4%           43.7%
</TABLE>

Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily  of  florist  fulfillment  costs  (primarily  fees  paid  directly  to
florists),  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 operations, as well as facility
costs on properties that are sublet to the Company's  franchisees.  Gross profit
increased during the three and six months ended December 26, 2004, in comparison
to the same  periods  of the prior  year,  primarily  as a result  of  increased
revenue on the Company's  online and retail  fulfillment  sales channels.  Gross
margin  percentage  during  the three and six months  ended  December  26,  2004
decreased in comparison  to the prior year,  by 30 basis points,  primarily as a
result of the effect of increased shipping costs and holiday-season  promotional
pricing.

                                       9

<PAGE>


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
to grow its higher margin, non-floral business. However, 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  relatively
consistent with the results achieved during the fiscal year ended June 27, 2004.

Marketing and Sales Expense
<TABLE>
<S>                                     <C>           <C>              <C>          <C>               <C>               <C>
                                                Three Months Ended                                Six Months Ended
                                 ---------------------------------------------- ----------------------------------------------
                                  December 26,    December 28,                   December 26,     December 28,
                                      2004            2003          % Change         2004             2003          % Change
                                 --------------- --------------- -------------- -------------- --------------- ---------------
                                                                (in thousands)

Marketing and sales                  $72,841        $66,762           9.1%         $102,733         $95,608          7.5%
Percentage of net revenues             31.7%          31.3%                           31.4%           31.0%
</TABLE>

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 and six months ended  December 26, 2004,  compared to
the same periods of the prior year as a result of increased spending in evolving
areas including search and affiliate marketing as well as in a variety of direct
marketing  and  broadcast  advertising  programs to promote  "top of mind" brand
awareness  both prior to and  during  the  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  2,515,000  and 3,457,000
customers who placed  orders during the three and six months ended  December 26,
2004,  approximately  51.3% represented  repeat customers,  compared to 48.6 and
48.9%,  in the respective  prior year periods.  In addition,  as a result of the
strength of the Company's  brands,  combined with its  cost-efficient  marketing
programs, the Company added approximately  1,225,000 and 1,685,000 new customers
during the three and six months ended December 26, 2004, respectively.

During the  remainder  of fiscal  2005,  the  Company  expects to  increase  its
marketing  and sales  spending in order to  accelerate  its rate of new customer
acquisition, while also leveraging its already significant customer base through
cost effective,  customer retention  initiatives.  Such spending will include an
increasing presence in online search and affiliate relationships,  as well as in
direct marketing and broadcast advertising  programs.  In addition,  the Company
plans  to add  personnel  to  grow  its  BloomNet  membership  and  support  the
anticipated growth of its recently acquired wine business. As a result, over the
short term the Company expects that marketing and sales expense will increase as
a percentage of net revenues,  enabling the Company to accelerate revenue growth
and thereby extend the Company's  leadership in the floral and  thoughtful  gift
marketplace.

Technology and Development Expense
<TABLE>
<S>                                    <C>            <C>               <C>             <C>            <C>              <C>
                                                Three Months Ended                               Six Months Ended
                                 ---------------------------------------------- ----------------------------------------------

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

Technology and development           $3,292         $3,503          (6.0%)         $6,396            $6,934          (7.8%)
Percentage of net revenues             1.4%           1.6%                           2.0%              2.2%

</TABLE>

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 and six months ended December
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 and six months ended
December  26,  2004,  the Company  expended  $4.9  million and $10.0  million on
technology  and  development,  of which $1.6  million and $3.6  million has been
capitalized.

                                       10

<PAGE>


Although  over the longer term,  the Company  believes  that it will continue to
demonstrate  its ability to leverage its IT  platforms,  during the remainder of
fiscal 2005, the Company intends to improve the technology infrastructure of its
recently  acquired wine  business,  and therefore  expects that  technology  and
development spending as a percentage of net revenues will be consistent with, or
slightly higher than in prior years.

General and Administrative Expense
<TABLE>
<S>                                   <C>                <C>               <C>          <C>               <C>            <C>
                                                Three Months Ended                               Six Months Ended
                                   ----------------------------------------------  ---------------------------------------------
                                    December 26,      December 28,                   December 26,     December 28,
                                        2004              2003          % Change         2004             2003           % Change
                                   ----------------  ---------------  -------------- --------------  ---------------  ------------
                                                                (in thousands)

General and administrative             $7,954            $7,577            5.0%          $15,556         $15,356          1.3%
Percentage of net revenues              3.5%              3.6%                             4.7%            5.0%
</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 increased
during the three and six months  ended  December 26, 2004 in  comparison  to the
same  periods  of the  prior  year,  primarily  as a result  of the  incremental
expenses  associated  with the  acquisition  of the  Wine  Tasting  Network  and
compliance with the Sarbanes Oxley Act, offset in part by lower payroll and cost
reduction initiatives.

Although  the  Company  believes  that its current  general  and  administrative
infrastructure  is sufficient to support existing  requirements,  as a result of
the incremental  expenses  associated with the Company's wine gift product line,
during the  remainder of fiscal 2005,  the Company  expects that its general and
administrative  expenses as a percentage of net revenue will be consistent with,
or slightly higher than the prior year.

Depreciation and Amortization Expense
<TABLE>
<S>                                      <C>              <C>             <C>           <C>              <C>            <C>
                                                 Three Months Ended                             Six Months Ended
                                    -------------------------------------------- ----------------------------------------------
                                     December 26,     December 28,                  December 26,     December 28,
                                        2004             2003         % Change         2004             2003          % Change
                                    --------------  ---------------  ------------ ---------------  ---------------  ------------
                                                                (in thousands)

Depreciation and amortization         $3,770           $3,843            (1.9%)       $7,666            $7,760          (1.2%)
Percentage of net revenues             1.6%             1.8%                           2.3%              2.5%

</TABLE>


Depreciation  and  amortization  expense  during the three and six months  ended
December 26, 2004  decreased  slightly  over the same periods of the prior year,
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,  including the improvement
and absorption of the technology  platform of the Company's  newly acquired wine
business, 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>           <C>               <C>            <C>
                                                 Three Months Ended                              Six Months Ended
                                    --------------------------------------------  ---------------------------------------------
                                     December 26,     December 28,                  December 26,     December 28,
                                        2004             2003         % Change         2004             2003         % Change
                                    --------------  ---------------  -----------  ---------------  ---------------  ------------
                                                                (in thousands)

Interest income                          $275          $223              23.3%         $657            $415             58.3%
Interest expense                         (124)         (186)             33.3%         (265)           (419)            36.8%
Other                                      21           (14)            250.0%           25            (213)           111.7%
                                    --------------  --------------                --------------   ---------------
                                         $172           $23             647.8%         $417           ($217)           292.2%
                                    ==============  ==============                ==============   ===============
</TABLE>
                                       11
<PAGE>

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 and six months ended
December 26, 2004 was primarily attributable to higher interest income resulting
from an increase in average cash balances and interest rate returns,  as well as
lower interest expense due to maturing capital lease obligations.  Additionally,
during the six months ended December 26, 2004, other income (expense)  increased
as a result of a loss incurred upon the  conversion/relocation of a retail store
into a local fulfillment center in the prior year period.

Income Taxes

During the three and six months  ended  December  26, 2004 the Company  recorded
income  taxes  of $6.2  million  and $4.3  million,  based  upon  the  Company's
anticipated  effective  annualized income tax rate of approximately 41.6%. 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  December  26,  2004,  the  Company  had  working  capital of $90.9  million,
including cash and  equivalents  and short-term  investments of $105.9  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 December 26, 2004 and June 27, 2004,  the
Company maintained approximately $3.7 million and $8.3 million, respectively, of
long-term  investments,  consisting  primarily of investment grade corporate and
U.S. government securities.

Net cash  provided by operating  activities  of $16.3 million for the six months
ended December 26, 2004 was primarily  attributable  to the Company's net income
as well as non-cash charges of depreciation and amortization and deferred income
taxes,  offset  in  part by  seasonal  changes  in  working  capital,  including
receivables which increased in comparison to the prior year due to the timing of
the Christmas  Holiday in relation to the Company's  quarter end, and inventory,
which increased due to early buys of spring related  merchandise which, in part,
is sourced from  overseas,  and expansion of inventory for sale to the Company's
BloomNet members for the upcoming floral holidays.

Net cash used in investing  activities  of $7.3 million for the six months ended
December 26, 2004 was primarily  attributable to acquisition of the Wine Tasting
Network  as well as capital  expenditures,  primarily  related to the  Company's
technology   infrastructure,   offset  in  part  by   maturities   of  long-term
investments.

Net cash used in financing  activities  of $3.0 million for the six months ended
December 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.













                                       12
<PAGE>



At December 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                              $4,935            $1,268          $2,728            $939                -
Capital lease obligations                    2,604             1,717             887               -                -
Operating lease obligations                 11,098             3,565           3,908           1,817           $1,808
Sublease obligations                         8,301             2,424           3,230           2,086              561
Other cash obligations (*)                     161               161               -               -                -
Purchase commitments (**)                   14,611            14,611               -               -                -
                                         -----------   ---------------   ------------   -------------   ---------------
  Total                                    $41,710           $23,746         $10,753          $4,842           $2,369
                                         ===========   ===============   ============   =============   ================
</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
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

                                       13
<PAGE>

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.


Recent Accounting Pronouncements


In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement No. 123R,  "Share-Based Payment" (SFAS 123R), which requires companies
to measure and recognize  compensation  expense for all stock-based  payments at
fair value.  SFAS 123R is effective for all interim periods beginning after June
15, 2005 and, thus,  will be effective for the Company  beginning with the first
quarter of fiscal  2006.  The  Company  is  currently  evaluating  the impact of
SFAS123R on its  financial  position  and results of  operations.  See Note 1 of
notes to consolidated  financial  statements  included in Part 1, Item 1 of this
report for  information  related to the pro forma effects on reported net income
and net income per share of applying the fair value  recognition  provisions  of
the previous Statement of Financial  Accounting Standards (SFAS) 123, "Acounting
for Stock Based Compensation," to stock-based employee compensation.















                                       14
<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 December 26,
2004 that have  materially  affected,  or are  reasonably  likely to  materially
affect, our internal controls over financial reporting.























                                       15
<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 second  quarter of fiscal 2005 which  includes  the
period September 27, 2004 through December 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)

  9/27/04 - 10/24/04                   86.6               $8.44                  86.6                   $8,096
 10/25/04 - 11/21/04                   33.0               $8.22                  33.0                   $7,825
 11/22/04 - 12/26/04                      -                  $-                     -                   $7,825
                             -----------------    -----------------   ------------------

Total                                 119.6               $8.38                 119.6
</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

         The Company's Annual Meeting of Stockholders was held on December 10,
         2004.

         The following nominees were elected  as directors, each  to serve until
         the 2007 Annual Meeting or until their respective successors shall have
         been duly elected and qualified, by the vote set forth below:
<TABLE>
<S>           <C>                                      <C>                                         <C>

         Nominee                                        For                                       Withheld
         ----------------------------    -----------------------------------      ------------------------------------------
         John J. Conefry, Jr.                       388,725,877                                   2,264,269
         Leonard J. Elmore                          388,689,663                                   2,300,483
         Mary Lou Quinlan                           382,768,589                                   8,221,557

         The  following Directors  who were not  nominees for election  at  this
         Annual Meeting  will continue to serve on the Board of Directors of the
         Company: James F. McCann, Christopher G. McCann, T. Guy Minetti,
         Jeffrey C. Walker and Kevin J. O'Connor.

         The proposal to ratify the selection of Ernst & Young LLP, independent
         public accountants, as auditors of the Company for the fiscal year
         ending July 3, 2005 was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               390,400,623                            580,581                                       8,942
</TABLE>

ITEM 5.  OTHER INFORMATION

         Not applicable.


                                       16
<PAGE>


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  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.

               On  November 16, 2004, the  Company  filed a  report on Form 8-K,
               announcing that it had acquired the Winetasting Network.

               On  January 31, 2005, the  Company  filed  a report on  Form 8-K,
               attaching  its  press release dated  January 18, 2005, disclosing
               financial  results  for  its  fiscal  2005 second  quarter  ended
               December 26, 2004.









                                       17

<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: February 4, 2005                       /s/ James F. McCann
---------------------------                  ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: February 4, 2005                       /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>thirtyone.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:  February 4, 2005                       /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: February 4, 2005                       /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>thirtytwo.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  December  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:  February 4, 2005                            /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  December  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:  February 4, 2005                            /s/      William E. Shea
------------------------                            ------------------------
                                                    William E. Shea
                                                    Senior Vice President and
                                                    Chief Financial Officer




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