<SUBMISSION>
<ACCESSION-NUMBER>0001084869-05-000065
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20051002
<FILING-DATE>20051114
<DATE-OF-FILING-DATE-CHANGE>20051114
<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>10-Q
<ACT>34
<FILE-NUMBER>000-26841
<FILM-NUMBER>051197369
</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>10-Q
<SEQUENCE>1
<FILENAME>tenq.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 October 2, 2005
                                       or

          ___ 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 ( )

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


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

                                   28,194,056
                                   ----------
  (Number of shares of Class A common stock outstanding as of November 2, 2005)

                                   36,864,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of November 2, 2005)

<PAGE>


                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                      -----
                                                                            Page
                                                                            ----

Part I.   Financial Information

  Item 1.  Consolidated Financial Statements:

           Consolidated Balance Sheets - October 2, 2005
            (Unaudited) and July 3, 2005                                      1

           Consolidated Statements of Income (Unaudited) - Three
            Months Ended October 2, 2005 and September 26, 2004               2

           Consolidated Statements of Cash Flows (Unaudited) -
            Three Months Ended October 2, 2005 and September 26,
            2004                                                              3

           Notes to Consolidated Financial Statements (Unaudited)             4

  Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                               9

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk        16

  Item 4.  Controls and Procedures                                           16

Part II.  Other Information

  Item 1.  Legal Proceedings                                                 17

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       17

  Item 3.  Defaults upon Senior Securities                                   17

  Item 4.  Submission of Matters to a Vote of Security Holders               17

  Item 5.  Other Information                                                 17

  Item 6.  Exhibits                                                          17

Signatures                                                                   18



<PAGE>


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


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

<TABLE>
<S>                                                                                          <C>        <C>
                                                                                      October 2,      July 3,
                                                                                        2005           2005
                                                                                     ------------- -------------
                                                                                      (Unaudited)

Assets
Current assets:
 Cash and equivalents                                                                $  10,557       $ 39,961
 Short-term investments                                                                      -          6,647
 Receivables, net                                                                       12,926         10,619
 Inventories                                                                            46,312         28,675
 Deferred income taxes                                                                  14,584         10,219
 Prepaid and other                                                                       7,710          5,289
                                                                                     ------------- -------------
    Total current assets                                                                92,089        101,410

Property, plant and equipment, net                                                      54,323         50,474
Goodwill                                                                                63,251         63,219
Other intangibles, net                                                                  14,040         14,215
Deferred income taxes                                                                   17,161         17,161
Other assets                                                                            18,058          5,473
                                                                                     ------------- -------------
Total assets                                                                          $258,922       $251,952
                                                                                     ============= =============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                 $70,792       $ 57,121
 Current maturities of long-term debt and obligations under capital leases               2,363          2,597
                                                                                     ------------- -------------
    Total current liabilities                                                           73,155         59,718
Long-term debt and obligations under capital leases                                      2,938          3,347
Other liabilities                                                                        3,387          2,553
                                                                                     ------------- -------------
Total liabilities                                                                       79,480         65,618
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, 29,756,966
   and 29,888,603 shares issued at October 2, 2005 and July 3, 2005, respectively          298            300
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,144,465
   shares issued at October 2, 2005 and July 3, 2005                                       421            421
 Additional paid-in capital                                                            258,792        258,848
 Retained deficit                                                                      (65,824)       (59,198)
 Deferred compensation                                                                       -         (1,116)
 Treasury stock, at cost-1,562,850 and 1,380,850 Class A shares at October 2,
   2005 and July 3, 2005, respectively and 5,280,000 Class B shares                    (14,245)       (12,921)
                                                                                     ------------- -------------
    Total stockholders' equity                                                         179,442        186,334
                                                                                     ------------- -------------
Total liabilities and stockholders' equity                                            $258,922       $251,952
                                                                                     ============= =============
</TABLE>

         See accompanying notes.

                                       1
<PAGE>



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

<TABLE>
<S>                                                              <C>              <C>
                                                                     Three Months Ended
                                                             ---------------------------------
                                                                October 2,      September 26,
                                                                  2005              2004
                                                             ---------------- ----------------

  Net revenues                                                  $112,765          $97,514
  Cost of revenues                                                66,739           57,942
                                                             ---------------- ----------------

  Gross profit                                                    46,026           39,572
  Operating expenses:
   Marketing and sales                                            38,224           29,892
   Technology and development                                      4,769            3,104
   General and administrative                                     10,636            7,602
   Depreciation and amortization                                   3,524            3,896
                                                             ---------------- ----------------
     Total operating expenses                                     57,153           44,494
                                                             ---------------- ----------------
  Operating loss                                                 (11,127)          (4,922)
  Other income (expense):
   Interest income                                                   215              382
   Interest expense                                                  (84)            (141)
   Other                                                               6                4
                                                             ---------------- ----------------
  Total other income, net                                            137              245
                                                             ---------------- ----------------
  Loss before income taxes                                       (10,990)          (4,677)
  Income tax benefit                                              (4,364)          (1,967)
                                                             ---------------- ----------------
  Net loss                                                       ($6,626)         ($2,710)
                                                             ================ ================

  Basic and diluted net loss per common share                     ($0.10)          ($0.04)
                                                             ================ ================
  Weighted average shares used in the calculation
   of basic and diluted net loss per common share                 65,088           66,210
                                                             ================ ================

</TABLE>

See accompanying notes.


                                       2

<PAGE>



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

<TABLE>
<S>                                                                                     <C>               <C>
                                                                                         Three Months Ended
                                                                                   --------------------------------
                                                                                      October 2,     September 26,
                                                                                        2005             2004
                                                                                   ---------------  ---------------

Operating activities:
Net loss                                                                                ($6,626)        ($2,710)
Reconciliation of net loss to net cash used in operations:
 Depreciation and amortization                                                            3,524           3,896
 Deferred income taxes                                                                   (4,365)         (1,967)
 Share based compensation expense                                                           937               -
 Bad debt expense                                                                            75              46
 Changes in operating items:
   Receivables                                                                           (2,382)           (794)
   Inventories                                                                          (17,637)        (13,733)
   Prepaid and other                                                                     (2,419)         (2,164)
   Accounts payable and accrued expenses                                                 13,671          (5,685)
   Other assets                                                                         (12,668)         (2,404)
   Other liabilities                                                                        834             405
                                                                                   ---------------  ---------------
 Net cash used in operating activities                                                  (27,056)        (25,110)

Investing activities:
Purchase of investments                                                                       -         (26,090)
Sale of investments                                                                       6,647          25,828
Capital expenditures                                                                     (7,196)         (2,945)
Other                                                                                        38              58
                                                                                   ---------------  ---------------
 Net cash used in investing activities                                                     (511)         (3,149)

Financing activities:
Acquisition of treasury stock                                                            (1,324)         (1,173)
Proceeds from employee stock options                                                        122             146
Repayment of notes payable and bank borrowings                                             (237)           (337)
Payment of capital lease obligations                                                       (398)           (411)
                                                                                   ---------------  ---------------
 Net cash used in financing activities                                                   (1,837)         (1,775)
                                                                                   ---------------  ---------------
Net change in cash and equivalents                                                      (29,404)        (30,034)
Cash and equivalents:
 Beginning of period                                                                     39,961          80,824
                                                                                   ---------------  ---------------
 End of period                                                                          $10,557         $50,790
                                                                                   ===============  ===============

</TABLE>




See accompanying notes.

                                       3

<PAGE>


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

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended October 2, 2005 are not necessarily indicative of the results
that may be expected for the fiscal year ending July 2, 2006.

The balance sheet  information at July 3, 2005 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 July 3, 2005.

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.

Comprehensive Income

For the three months ended October 2, 2005 and September 26, 2004, the Company's
comprehensive  income  was equal to the  respective  net  income for each of the
periods presented.

Note 2 - Net (Loss) Income Per Common Share

Basic net loss per common share is computed using the weighted average number of
common shares outstanding  during the period.  Diluted net loss per common share
is computed  using the  weighted  average  number of common  shares  outstanding
during the period,  and excludes the effect of 1,314,000 and 1,404,000  dilutive
potential common shares (primarily  employee stock options) for the three months
ended October 2, 2005 and September 26, 2004,  respectively,  as their inclusion
would be antidilutive.

Note 3 - Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan,  which is more fully
described  in Note 9 of the  Company's  2005  Annual  Report on Form 10-K,  that
provides for the grant to eligible employees, consultants and directors of stock
options, share appreciation rights (SARs),  restricted shares,  restricted share
units,  performance shares,  performance units, dividend equivalents,  and other
share-based awards.

Prior to July 4, 2005,  as permitted  under SFAS No. 123, the Company  accounted
for its stock option plans following the recognition and measurement  principles
of  Accounting  Principles  Board (APB)  Opinion No. 25,  "Accounting  for Stock
Issued to Employees," and related interpretations.  Accordingly,  no stock-based
compensation had been reflected in net income for stock options,  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 was fixed at
that point in time.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 123 (R),  "Share-Based  Payment."  This  Statement  revised  SFAS No. 123 by
eliminating  the option to account for employee  stock  options under APB No. 25
and requires  companies to recognize the cost of employee  services  received in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards (the "fair-value-based" method).


                                       4
<PAGE>


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



Effective  July  4,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of SFAS No. 123(R) using the modified prospective application method.
Under this transition  method,  compensation cost recognized in the three months
ended  October 2,  2005,  includes  amounts  of:  (a)  compensation  cost of all
stock-based  payments  granted  prior to, but not yet vested as of, July 4, 2005
(based on  grant-date  fair value  estimated  in  accordance  with the  original
provisions of SFAS No. 123, and previously  presented in the pro-forma  footnote
disclosures),  and (b)  compensation  cost for all stock-based  payments granted
subsequent  to July 3, 2005 (based on the  grant-date  fair value  estimated  in
accordance  with the new provision of SFAS No.  123(R)).  In accordance with the
modified prospective method, results for prior periods have not been restated.

The following table summarizes the effect of adopting SFAS No. 123(R) as of July
4, 2005:
<TABLE>
<S>                                                                            <C>
                                                                               Three months
                                                                                   ended
                                                                              October 2, 2005
                                                                    --------------------------------------
            Stock-option compensation expense recognized (*):        (in thousands, except per share data)


             Marketing and sales                                                 $298
             Technology and development                                           127
             General and administrative                                           425
                                                                               ----------
             Total                                                                850
             Related deferred income tax benefit                                  175
                                                                               ----------
             Increase in net loss                                                $675
                                                                               ==========
             Impact on basic and diluted net loss per common
                share                                                          ($0.01)
                                                                               ==========

</TABLE>

             (*) excludes the impact of amortization of restricted stock
                 awards in the amount of $87, ($52, net of tax)



Compensation  expense related to the amortization of restricted stock awards was
recognized  prior to the  implementation  of SFAS No. 123(R).  Total stock based
compensation  expense,  which  includes  both  expense  from stock  options  and
restricted  stock awards,  totaled $937  thousand  ($727  thousand,  net of tax)
during the three months ended October 2, 2005.

Under the modified  prospective  application  method,  results for prior periods
have not been restated to reflect the effects of  implementing  SFAS No. 123(R).
The following pro-forma  information,  as required by SFAS No. 148,  "Accounting
for Stock-Based  Compensation-Transition  and  Disclosure,  an amendment of FASB
Statement No. 123," is presented for  comparative  purposes and  illustrates the
effect on net loss and net loss per common share for the period  presented as if
the Company had applied the fair value recognition provisions of SFAS No. 123 to
stock-based employee compensation prior to July 4, 2005:
<TABLE>
<S>                                                                                <C>
                                                                           Three months ended
                                                                            September 26, 2004
                                                                   --------------------------------------
                                                                    (in thousands, except per share data)


             Net loss - As reported                                            ($2,710)
              Less: Stock-option compensation expense (*)                        1,711
                                                                              -----------
             Net loss - Pro forma                                              ($4,421)
                                                                              ===========

             Net loss per share:
              Basic and diluted - As reported                                   ($0.04)
              Basic and diluted - Pro forma                                     ($0.07)
                                                                              ===========

</TABLE>


            (*) no restricted stock awards had been awarded prior to
                January 2005

                                       5
<PAGE>

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

The weighted average fair value of stock options on the date of grant, and the
assumptions used to estimate the fair value of the stock options using the
Black-Scholes option valuation model were as follows:

<TABLE>
<S>                                                                            <C>            <C>
                                                                               Three months ended
                                                                         -----------------------------
                                                                           October 2,    September 26,
                                                                             2005            2004
                                                                         -------------  --------------

Weighted average fair value of options granted                               $3.38          $4.67
Expected volatility                                                          46.0%          70.0%
Expected life                                                                 5.2 years      5.0 years
Risk-free interest rate                                                       4.17%          3.25%
Expected dividend yield                                                       0.00%          0.00%
</TABLE>

The  expected   volatility  of  the  option  is  determined   using   historical
volatilities  based on  historical  stock  prices.  The expected life of options
granted  in  fiscal  2005 was based on the  Company's  historical  share  option
exercise experience. Due to minimal exercising of stock options, in fiscal 2006,
the Company  estimated the expected life of options granted to be the average of
the Company's  historical  expected term from vest date and the midpoint between
the average vesting term and the contractual  term. The risk-free  interest rate
is determined using the yield available for zero-coupon U.S.  government  issues
with a remaining term equal to the expected life of the option.  The Company has
never paid a dividend, and as such the dividend yield is 0.0%.

The following  table  summarizes  stock option  activity during the three months
ended October 2, 2005:
<TABLE>
<S>                                                          <C>             <C>            <C>           <C>
                                                                                        Weighted
                                                                                         Average
                                                                          Weighted      Remaining     Aggregate
                                                                          Average      Contractual    Intrinsic
                                                          Options      Exercise Price     Term       Value (000's)
                                                        -----------------------------------------------------------
Outstanding at July 3, 2005                              9,477,461        $8.35
Granted                                                     55,000        $7.28
Exercised                                                  (23,895)       $5.10
Forfeited                                                 (118,892)      $10.41
Outstanding at October 2, 2005                           9,389,674        $8.32         6.1 years       $10,102
                                                        ===========
Options vested or expected to vest at October 2, 2005    8,938,970        $8.32         6.1 years        $9,617
Exercisable at October 2, 2005                           6,343,349        $9.03         5.5 years        $8,404
</TABLE>

As of October 2, 2005, the total future  compensation  cost related to nonvested
options not yet  recognized  in the statement of income was $5.2 million and the
weighted  average  period over which these awards are expected to be  recognized
was 2.1 years.

The Company  grants shares of Common Stock to its employees  that are subject to
restrictions on transfer and risk of forfeiture until  fulfillment of applicable
service conditions and, in certain cases, holding periods (Restricted Stock). In
fiscal 2005, the Company  recorded the grant date fair value of unvested  shares
of   Restricted   Stock  as   unearned   stock-based   compensation   ("Deferred
Compensation").  In accordance with SFAS No. 123(R), in fiscal 2006, the Company
reclassified  the balance of  Deferred  Compensation  against  additionalpaid-in
capital, and reduced its shares of Class A Common Stock issued accordingly.

                                       6
<PAGE>
                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


The  following  table  summarizes  the activity of non-vested  restricted  stock
during the three months ended October 2, 2005:
<TABLE>
<S>                                                                    <C>            <C>
                                                                                   Weighted
                                                                                 Average Grant
                                                                                   Date Fair
                                                                     Shares          Value
                                                                  -------------  ---------------
               Non-vested at July 3, 2005                             155,919        $8.39
               Granted                                                 28,924        $6.67
               Vested                                                      (-)           -
               Forfeited                                               (5,000)       $8.45
                                                                  -------------
               Non-vested at October 2, 2005                          179,843        $8.11
                                                                  =============
</TABLE>

The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date. As of October 2, 2005,  there was $1.2 million of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over a weighted-average period of 2.8 years.

Note 4 - Goodwill and Intangible Assets

The change in the net carrying amount of goodwill is as follows:
<TABLE>
<S>                                                                                         <C>
                                                                                        October 2,
                                                                                          2005
                                                                                     ---------------
                                                                                      (in thousands)

                Goodwill - beginning of year                                             $63,219
                Other - acquisition costs                                                     32
                                                                                       ------------
                Goodwill - end of period                                                 $63,251
                                                                                       ============
</TABLE>
The Company's other intangible assets consist of the following:
<TABLE>
<S>                                <C>          <C>        <C>            <C>        <C>            <C>          <C>
                                                        October 2, 2005                           July 3, 2005
                                            ------------------------------------- --------------------------------------
                                               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       $3,519       $1,408      $4,927        $3,438       $1,489
  Customer lists              3 - 6 years        4,640        1,227        3,413       4,640         1,145        3,495
  Other                       5 - 8 years          555          182          373         555           170          385
                                             ----------- -------------- ---------- ----------- --------------------------
                                                10,122        4,928        5,194      10,122         4,753        5,369

 Trademarks with
  indefinite lives                -              8,846            -        8,846       8,846             -        8,846
                                             ----------- -------------- ---------- ----------- -------------- -----------
 Total identifiable
    intangible assets                          $18,968       $4,928      $14,040     $18,968        $4,753      $14,215
                                             =========== ============== ========== =========== ==========================
</TABLE>
Estimated  amortization  expense is as follows:  remainder of fiscal 2006 - $0.8
million,  fiscal 2007 - $1.0 million,  fiscal 2008 - $1.0 million, fiscal 2009 -
$0.9  million,  fiscal  2010 - $0.9  million,  fiscal  2011 - $0.5  million  and
thereafter - $0.1 million.

                                        7
<PAGE>


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


Note 5 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:
<TABLE>
<S>                                                                                            <C>          <C>
                                                                                          October 2,     July 3,
                                                                                            2005          2005
                                                                                        -------------- -----------
                                                                                              (in thousands)

       Commercial notes and revolving credit lines (*)                                       $3,937        $4,152
       Seller financed acquisition obligations                                                   23            46
       Obligations under capital leases                                                       1,341         1,746
                                                                                         ------------- -----------
                                                                                              5,301         5,944
       Less current maturities of long-term debt and obligations under
         capital leases                                                                       2,363         2,597
                                                                                         ------------- -----------
                                                                                             $2,938        $3,347
                                                                                         ============= ===========
</TABLE>

     (*) refer to Note 8 - Subsequent Event-Revolving Credit Line for additional
         information

Note 6 - Income Taxes

At the end of each interim reporting period, the Company estimates its 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.  The  Company's  effective  tax rate for the three
months  ending  October  2, 2005 and  September  26,  2004 was 39.7% and  42.1%,
respectively.  The effective tax rate for the three months ended October 2, 2005
included a benefit relating to the income tax impact  associated with accounting
for stock-based  compensation as required by SFAS No. 123(R),  which was adopted
by the Company on July 4, 2005.  The effect of this  benefit was to decrease the
effective tax rate by approximately 1.6%.

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.

Note 8 - Subsequent Event-Revolving Credit Line

In order to fund working capital  requirements  for its upcoming holiday selling
season and to support letters of credit, in addition to its existing credit line
of $5.0 million,  on October 27, 2005, the Company  established a second line of
credit in the  amount of $20.0  million,  bringing  its total  available  credit
facilities  to $25.0  million.  Both  lines,  which  are  collateralized  by the
Company's  working  capital,  bear interest equal to the applicable  LIBOR Index
plus 1.50% per annum.



                                       8


<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. - "Your Florist of Choice (sm)" -
has been  providing  customers  around the world with the  freshest  flowers and
finest selection of plants,  gift baskets,  gourmet foods and  confections,  and
plush stuffed animals perfect for every  occasion.  1-800-FLOWERS.COM(R)  offers
the best of both worlds: exquisite,  florist-designed  arrangements individually
created by some of the nation's top floral artists and  hand-delivered  the same
day,  and  spectacular  flowers  shipped  from our  growers to your door  fresh.
Customers can shop 1-800-FLOWERS.COM 24 hours a day, 7 days a week via the phone
or  Internet   (1-800-356-9377   or   www.1800flowers.com)   or  by  visiting  a
Company-operated or franchised store. Gift advisors are available 24/7, and fast
and  reliable  delivery is offered  same day,  any day.  As always,  100 percent
satisfaction and freshness is guaranteed.  The  1-800-FLOWERS.COM  collection of
brands also  includes  home decor and garden  merchandise  from Plow & Hearth(R)
(1-800-627-1712 or www.plowandhearth.com);  premium popcorn and specialty treats
from  The  Popcorn  Factory(R)  (1-800-541-2676  or  www.thepopcornfactory.com);
exceptional  cookies  and baked  gifts  from  Cheryl&Co.(R)  (1-800-443-8124  or
www.cherylandco.com);  gourmet foods from GreatFood.com(R)  (www.greatfood.com);
children's  gifts from  HearthSong(R)  (www.hearthsong.com)  and Magic  Cabin(R)
(www.magiccabin.com)   and   wine   gifts   from  the   WineTasting   Network(R)
(www.ambrosiawine.com and www.winetasting.com). 1-800-FLOWERS.COM, Inc. stock is
traded on the NASDAQ market under ticker symbol FLWS.

Results of Operations

Net Revenues
<TABLE>
<S>                                               <C>            <C>               <C>
                                                             Three Months Ended
                                            -----------------------------------------------
                                               October 2,      September 26,
                                                 2005             2004          % Change
                                            ---------------- --------------- --------------
                                                            (in thousands)

                   Net revenues:
                    Online                     $62,273          $53,086          17.3%
                    Telephonic                  38,382           37,586           2.1%
                    Retail/fulfillment          12,110            6,842          77.0%
                                            ---------------- ---------------
                   Total net revenues         $112,765          $97,514          15.6%
                                            ================ ===============
</TABLE>
Net revenues consist primarily of the selling price of the merchandise,  service
or outbound shipping charges, less discounts, returns and credits. The Company's
combined  online and  telephonic  revenue  growth of 11% during the three months
ended October 2, 2005 was 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,  (iii) increased  spending on its marketing and selling
programs,  designed to improve  customer  acquisition  and  accelerate  top-line
growth, and (iv) the continued improvement in the sale of home decor gift items,
following  the  turnaround  which began during the Company's  second  quarter of
fiscal 2005. In addition, revenues during the three months ended October 2, 2005
were favorably  impacted by the incremental sales generated from Cheryl & Co., a
manufacturer  of cookies  and baked  gifts,  which was  acquired  in March 2005.
During  the three  months  ended  October  2,  2005,  non-floral  gift  products

                                       9
<PAGE>

accounted for 37.9% of total combined telephonic and online net revenues,  which
was slightly higher than the 37.4% during the same period of the prior year.

The Company  fulfilled  approximately  1,596,000  orders  through  its  combined
telephonic  and online sales  channels  during the three months ended October 2,
2005, an increase of 13.5% over the prior year period.  Order volume through the
Company's  online  sales  channel,  which  contributed  61.9% of total  combined
telephonic  and online  revenues  during the three months ended October 2, 2005,
compared to 58.5% in the prior year  period,  increased  by 18.4% as a result of
additional  marketing  efforts  through search engines and  affiliates,  and the
continued  migration of customers from the Company's  telephonic  sales channel.
During the three months ended  October 2, 2005,  revenue  generated  through the
Company's  telephonic sales channel  increased by 2.1%,  driven primarily by the
sales of Cheryl & Co., which was acquired in March 2005. The Company's  combined
telephonic  and  online  average  order  value of  $63.08  decreased  by 2.1% in
comparison to the prior year period, due primarily to the addition of the Cheryl
& Co. product line which has a lower average sale.

Retail/fulfillment revenues for the three months ended October 2, 2005 increased
in  comparison  to the same period of the prior year,  primarily as a result of:
(i)  increased  membership  and sales of product  and service  offerings  to the
Company's  BloomNet(TM)  network,  (ii) winery services revenue generated by The
Winetasting  Network,  acquired in November 2004, and (iii) retail and wholesale
bakery product revenue from Cheryl & Co.

During the second half of fiscal 2005, the Company implemented plans designed to
extend the  Company's  leadership  position  in the floral and  thoughtful  gift
marketplace,  through  increased  marketing  spend  intended  to drive  customer
acquisition, particularly in the floral gift category, and to further extend its
popular gourmet and sweetshop  offerings through internal growth and acquisition
of complementary  product lines.  The Company has made  significant  progress in
integrating  both The Winetasting  Network and Cheryl & Co.,  acquisitions,  and
combined with The Popcorn  Factory and the Company's  other  offerings in candy,
gourmet  foods,  and gift baskets,  expects that its Food,  Wine and Gift Basket
collection positions the Company for continued strong growth during the upcoming
holiday  season.  The Company intends to continue to increase its media presence
and the depth of its  marketing  programs,  and to further  expand its  BloomNet
business-to-business  floral operations and build out its supporting  technology
platform.  While the Company  believes that these  investments have impacted 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>
                                                      Three Months Ended
                                         ---------------------------------------------

                                             October 2,    September 26,
                                               2005            2004         % Change
                                         --------------  --------------- -------------
                                                         (in thousands)

                    Gross profit            $46,026          $39,572        16.3%
                    Gross margin %            40.8%            40.6%
</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 months ended  October 2, 2005,  in comparison to the
same  period of the prior year,  as a result of  increased  revenues  across all
sales channels, as well as improved gross margin percentage,  up 20 basis points
over the prior year,  despite  increases  in carrier  fuel  surcharges,  due to:
(i)improved  product  margins on the Company's  home and garden  product  lines,
(ii)pricing initiatives,  and (iii) product mix, which was favorably impacted by
the addition of the Cheryl & Co. product line, which has higher gross margins.

During  fiscal  2006,  although  varying by quarter due to  seasonal  changes in
product mix, the Company expects that its gross margin  percentage will continue
to improve,  primarily  through the growth of its higher margin  specialty brand
gift categories,  including the recent  acquisition of Cheryl & Co., and through
improved  sourcing,  pricing  initiatives  and customer  service and fulfillment
enhancements  which are  expected  to  mitigate  continued  pressure on shipping
costs.

                                       10
<PAGE>

Marketing and Sales Expense
<TABLE>
<S>                                                 <C>             <C>            <C>
                                                          Three Months Ended
                                             ---------------------------------------------
                                                 October 2,    September 26,
                                                   2005            2004         % Change
                                             --------------- ---------------- ------------
                                                             (in thousands)

                  Marketing and sales           $38,224         $29,892          27.9%
                  Percentage of net revenues      33.9%           30.7%
</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.  During the three months ended  October 2, 2005,  traditionally  the
Company's  smallest  in terms of revenues  due to the lack of gifting  occasions
during the summer months,  marketing and sales expenses increased over the prior
year,  as a result  of:  (i) the  Company's  efforts to  increase  new  customer
acquisition and accelerate  top-line growth through increased spending in online
and broadcast  advertising,  (ii) personnel  required to expand its BloomNet(TM)
business-to-business floral operations, (iii) carrying costs associated with the
acquisitions  made during  fiscal  2005,  which  generate  the majority of their
revenues and  profitability  during the second  quarter,  and (iv) the impact of
adopting  SFAS  No.  123(R),  "Share-Based  Payment"  - refer  below  to  Recent
Accounting  Pronouncements  for further  details.  As a result of the  Company's
cost-efficient  customer  retention  programs,  of the  1,306,000  customers who
placed orders during the three months ended October 2, 2005, approximately 61.1%
represented  repeat  customers,  compared to 60.5% in the prior year period.  In
addition, as a result of the strength of the Company's brands, combined with its
cost-efficient  marketing programs,  the Company added approximately 508,000 new
customers during the three months ended October 2, 2005.

During the  remainder  of fiscal  2006,  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 continue  to add  personnel  to grow its  BloomNet(TM)  membership  and
support the  anticipated  growth of its  recently  acquired  wine  business  and
gourmet cookie businesses.  As a result, over the short term the Company expects
that marketing and sales expense, as a percentage of revenue, will be consistent
with the prior year.

Technology and Development Expense
<TABLE>
<S>                                                  <C>             <C>           <C>

                                                          Three Months Ended
                                             ----------------------------------------------
                                                 October 2,    September 26,
                                                   2005            2004         % Change
                                             --------------- ---------------- -------------
                                                              (in thousands)

                 Technology and development     $4,769           $3,104          53.6%
                 Percentage of net revenues       4.2%             3.2%
</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 months ended October 2, 2005,
technology  and  development  expense  increased as a result of the  incremental
expenses  associated with the acquisition of The Winetasting Network in November
2004 and Cheryl & Co. in March  2005,  as well as for  increases  in the cost of
maintenance and license agreements required to support the Company's  technology
platform,  and the impact of adopting SFAS No. 123(R),  "Share-Based  Payment" -
refer below to Recent Accounting  Pronouncements for further details. During the
three months ended October 2, 2005 and September 26, 2004, the Company  expended
$9.3 million and $5.1 million,  respectively,  on technology and development, of
which $4.5 million and $2.0 million, respectively, has been capitalized.

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 2006, the Company intends to improve the technology infrastructure of its
wine gift business,  and cookies and baked gifts business, and therefore expects
that technology and development spending as a percentage of net revenues will be
consistent with the prior year.

                                       11
<PAGE>

General and Administrative Expense
<TABLE>
<S>                                                <C>             <C>             <C>

                                                          Three Months Ended
                                             ----------------------------------------------
                                                 October 2,    September 26,
                                                   2005            2004         % Change
                                             --------------- ---------------- -------------
                                                              (in thousands)

                 General and administrative     $10,636          $7,602          39.9%
                 Percentage of net revenues        9.4%            7.8%

</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 months ended  October 2, 2005 in  comparison to the prior year,
primarily as a result of the following: (i) incremental expenses associated with
the  Company's  wine gift and baked  cookies and  related  product  lines,  (ii)
expenses associated with the Company's corporate headquarters relocation,  which
is  scheduled  to be  completed  in the  second  quarter of fiscal  2006,  (iii)
increased  costs  associated  with the Company's  BloomNet  business-to-business
expansion,  and (iv) the  impact  of  adopting  SFAS  No.  123(R),  "Share-Based
Payment" - refer below to Recent Accounting Pronouncements for further details.

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  acquisitions of The Winetasting
Network  and  Cheryl  &  Co.,   the  Company   expects   that  its  general  and
administrative  expenses as a percentage of net revenue  during fiscal 2006 will
be consistent with, or increase slightly, in comparison to fiscal 2005.


Depreciation and Amortization Expense
<TABLE>
<S>                                                <C>             <C>              <C>
                                                          Three Months Ended
                                             ----------------------------------------------
                                                 October 2,    September 26,
                                                   2005            2004         % Change
                                             --------------- ---------------- -------------


             Depreciation and amortization       $3,524        $3,896            (9.5%)
             Percentage of net revenues            3.1%          4.0%

</TABLE>

Depreciation and  amortization  expense during the three months ended October 2,
2005 decreased in comparison to the prior year period,  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
of the  technology  platform of the Company's  wine  business,  but also for the
anticipated expansion of Cheryl & Co.'s operations, is critical to attaining its
strategic objectives,  the Company expects that depreciation and amortization in
fiscal  2006 will  continue  to  decrease  as a  percentage  of net  revenues in
comparison to prior years.


Other Income (Expense)
<TABLE>
<S>                                                 <C>             <C>             <C>
                                                          Three Months Ended
                                             ----------------------------------------------
                                                 October 2,    September 26,
                                                   2005            2004         % Change
                                             --------------- ---------------- -------------
                                                              (in thousands)

             Interest income                     $215              $382           (43.7%)
             Interest expense                     (84)             (141)           40.4%
             Other                                  6                 4            50.0%
                                             --------------- ----------------
                                                 $137              $245           (44.1%)
                                             =============== ================
</TABLE>
                                       12
<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 decrease in other income  (expense) during the three months ended October 2,
2005 was primarily  attributable  to lower  interest  income,  resulting  from a
decrease in average cash balances,  due to the  acquisitions  of the Winetasting
Network in November 2004 and Cheryl & Co. in March 2005 as well as the Company's
stock  buy-back  programs,  offset  in part by  lower  interest  expense  due to
maturing debt and capital lease obligations.

Income Taxes

During the three  months  ended  October 2, 2005 and  September  26,  2004,  the
Company  recorded  an income  tax  benefit  of $4.4  million  and $2.0  million,
respectively.  The  Company's  effective  tax rate for the three  months  ending
October 2, 2005 and  September 26, 2004 was 39.7% and 42.1%,  respectively.  The
effective tax rate for the three months ended October 2, 2005 included a benefit
relating to the income tax impact  associated  with  accounting for  stock-based
compensation as required by SFAS No. 123(R), which was adopted by the Company on
July 4, 2005.  The effect of this benefit was to decrease the effective tax rate
by approximately 1.6%.

Liquidity and Capital Resources

At October 2, 2005, the Company had working capital of $18.9 million,  including
cash and  equivalents  of $10.6  million,  compared to working  capital of $41.7
million,  including cash and  equivalents  and  short-term  investments of $46.6
million, at July 3, 2005.

Net cash used in  operating  activities  of $27.1  million for the three  months
ended  October 2, 2005 was  primarily  attributable  to the  Company's net loss,
non-cash  charges for deferred  income  taxes,  and changes in working  capital,
including  increases in inventory,  receivables  and prepaids,  as well as other
assets,  consisting  primarily of prepaid catalog  production costs (included in
other assets), partially offset by higher accounts payable and accrued expenses,
all of which increased in preparation for the upcoming holiday selling season.

Net cash used in investing activities of $0.5 million for the three months ended
October 2, 2005 was primarily attributable to capital expenditure related to the
Company's  technology  infrastructure,  offset in part by net proceeds  from the
sale of the Company's short-term investments.

Net cash used in financing activities of $1.8 million for the three months ended
October 2, 2005,  resulted primarily from cash used to repurchase 182,000 shares
of the  Company's  Class A common  stock,  which were  placed in  treasury,  for
approximately  $1.3  million,  as well as the  repayment of amounts  outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received upon the exercise of employee stock
options.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities.  During fiscal 2005, the Company utilized available cash balances to
fund its  acquisitions of The  Winetasting  Network and Cheryl & Co., as well as
its share repurchase  program,  which in aggregate amounted to $60.8 million. In
order to fund working  capital  requirements  for its upcoming  holiday  selling
season and to support letters of credit, in addition to its existing credit line
of $5.0 million,  on October 27, 2005, the Company  established a second line of
credit in the  amount of $20.0  million,  bringing  its total  available  credit
facilities  to $25.0  million.  Both  lines,  which  are  collateralized  by the
Company's  working  capital,  bear interest equal to the applicable  LIBOR Index
plus 1.50% per annum.

                                       13
<PAGE>
At October 2, 2005, 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                              $4,300             $1,517          $2,783              $-                   $-
Capital lease obligations                    1,411              1,187             224               -                    -
Operating lease obligations                 60,349              8,665          15,367           9,007               27,310
Sublease obligations                         8,174              2,331           3,343           1,624                  876
Purchase commitments (*)                    38,646             38,646               -               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
  Total                                   $112,880            $52,346         $21,717         $10,631              $28,186
                                        ===========    ===============    ============   =============     ================
</TABLE>
(*) Purchase  commitments  consist primarily of inventory and equipment purchase
orders and online marketing agreements made in the ordinary course of business.

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed  utilizing  available  cash. As of October 2, 2005, the
Company had repurchased 1.5 million shares of common stock for $11.1 million, of
which 182,000 shares of common stock for $1.3 million was repurchased during the
three months ending October 2, 2005.

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.

                                       14
<PAGE>
Goodwill and Other Intangible Assets

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

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

Capitalized Software

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

Stock-based Compensation

With the  implementation of SFAS No. 123(R) effective July 4, 2005,  stock-based
compensation  changes  our  financial  statements  as  detailed in Note 3 to the
financial  statements.  Determining  the amount and  distribution of expense for
stock-based compensation,  as well as the associated impact to the balance sheet
and  statement of cash flows,  requires the Company to develop  estimates of the
fair value of stock-based compensation expenses. The most significant factors of
that expense require estimates or projections including the expected volatility,
expected lives and estimate forfeiture rates of employee stock options,  and are
determined  based on  historical  measurements  and expected  outcomes,  and the
Company's interpretation of regulatory guidance.

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 SFAS
No. 123 (R),  "Share-Based  Payment."  This  Statement  revised  SFAS No. 123 by
eliminating  the option to account for employee  stock  options under APB No. 25
and requires  companies to recognize the cost of employee  services  received in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards (the "fair-value-based" method).

Effective  July  4,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of SFAS No. 123(R) using the modified prospective application method.
Under this transition  method,  compensation cost recognized in the three months
ended  October 2,  2005,  includes  amounts  of:  (a)  compensation  cost of all
stock-based  payments  granted  prior to, but not yet vested as of, July 4, 2005
(based on  grant-date  fair value  estimated  in  accordance  with the  original
provisions of SFAS No. 123, and previously  presented in the pro-forma  footnote
disclosures),  and (b)  compensation  cost for all stock-based  payments granted
subsequent  to July 3, 2005 (based on the  grant-date  fair value  estimated  in
accordance  with the new provision of SFAS No.  123(R)).  In accordance with the
modified prospective method, results for prior periods have not been restated.

                                       15
<PAGE>

The following table summarizes the effect of adopting SFAS No. 123(R) as of
July 4, 2005:
<TABLE>
<S>                                                                                  <C>
                                                                               Three months
                                                                                   ended
                                                                              October 2, 2005
                                                                   ------------------------------------
              Stock-option compensation expense recognized (*):    (in thousands, except per share data)

               Marketing and sales                                                 $298
               Technology and develment                                             127
               General and administtive                                             425
                                                                                ----------
               Total                                                                850

               Related deferred income tax benefit                                  175
                                                                                ----------
               Increase in net loss                                                $675
                                                                                ==========
               Impact on basic and diluted net loss per  common
                   share                                                         ($0.01)
                                                                                ==========
</TABLE>

                 (*) exludes the impact of amortization of restricted stock
                     awards in the amount of $87, ($52, net of tax)



Compensation  expense related to the amortization of restricted stock awards was
recognized  prior to the  implementation  of SFAS No. 123(R).  Total stock based
compensation  expense,  which  includes  both  expense  from stock  options  and
restricted  stock awards,  totaled $937  thousand  ($727  thousand,  net of tax)
during the three months ended October 2, 2005.

Refer to Note 3 - Stock-Based  Compensation  for further  information  regarding
disclosure required in accordance with SFAS No. 123(R).

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, as of the end
of the period covered by this report,  these disclosure  controls and procedures
are  effective.  There were no changes in our internal  control  over  financial
reporting  (as  such  term is  defined  in  Exchange  Act  Rules  13a-15(f)  and
15d-15(f)during  the three  months  ended  October 2, 2005 that have  materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.


                                       16


<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.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the months indicated, the Company's purchase
of common  stock  during the first  quarter of fiscal  2006 which  includes  the
period July 4, 2005 through October 2, 2005.
<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)

   7/4/05 - 7/31/05                 120.5                $7.19               120.5                 $9,315
   8/1/05 - 8/28/05                  61.5                $7.31                61.5                 $8,863
   8/29/05 - 10/2/05                    -                   $-                   -                 $8,863
                           --------------------    -----------------    ------------------
Total                               182.0                $7.23               182.0
</TABLE>

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million. All share purchases
were made in  open-market  transactions.  The  average  price  paid per share is
calculated on a settlement basis and excludes commission

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

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

        Not applicable.

ITEM 5. OTHER INFORMATION

        Not applicable.

ITEM 6. EXHIBITS



        10.27  Promissory  Note dated  October 24, 2005  entered into by
               800-FLOWERS.COM, INC., a New York corporation, 800-FLOWERS, INC.,
               a New York corporation,  THE CHILDREN'S  GROUP,  INC., a Delaware
               corporation,  and THE PLOW & HEARTH, INC., a Virginia corporation
               with JPMORGAN CHASE BANK, N.A.

        10.28  Promissory Note dated October 27, 2005 entered into by
               800-FLOWERS.COM, INC., a New York corporation, 800-FLOWERS, INC.,
               a New York corporation,  THE CHILDREN'S  GROUP,  INC., a Delaware
               corporation,  and THE PLOW & HEARTH, INC., a Virginia corporation
               with Wachovia Bank, National Association.

        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.







                                       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: November 10, 2005                      /s/ James F. McCann
---------------------------                  ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: November 10, 2005                      /s/ William E. Shea
---------------------------                  ----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)















                                       18
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>notewatch.txt
<TEXT>
Exhibit 10.28

 PROMISSORY NOTE


$5,000,000.00
                                                               October 27, 2005

The Plow & Hearth, Inc.
7021 Wolftown-Hood Road
Madison, Virginia  22727

800-Flowers.com, Inc.
1600 Stewart Avenue
Westbury, NY 11590
         After December 15, 2005:
         1 Old Country Road
         Carle Place, NY 11514

800-Flowers, Inc.
1600 Stewart Avenue
Westbury, NY 11590
         After December 15, 2005:
         1 Old Country Road
         Carle Place, NY 11514

The Children's Group, Inc.
7021 Wolftown-Hood Road
Madison, Virginia  22727
(Individually and collectively "Borrower")


Wachovia Bank, National Association
201 S. Jefferson Street
Roanoke, Virginia  24011
(Hereinafter referred to as "Bank")


Borrower promises to pay to the order of Bank, in lawful money of the United
States of America, at its office indicated above or wherever else Bank may
specify, the sum of Five Million and No/100 Dollars ($5,000,000.00) or such sum
as may be advanced and outstanding from time to time, with interest on the
unpaid principal balance at the rate and on the terms provided in this
Promissory Note (including all renewals, extensions or modifications hereof,
this "Note").

RENEWAL/MODIFICATION. This Promissory Note renews, extends and modifies that
certain Promissory Note dated August 5, 2004 (the "Original Promissory Note"),
evidencing an original principal amount of $5,000,000.00, subsequently increased
to $20,000,000.00. This Promissory Note is not a novation.

LOAN AGREEMENT. This Note is subject to the provisions of that certain Loan
Agreement between Bank and Borrower of even date herewith, as it may be modified
from time to time ("the Loan Agreement").

LINE OF CREDIT. This Note evidences loans (each a "Loan" and collectively the
"Loans") made or continued by the Bank under an uncommitted line of credit. Each
Loan is made by the Bank in its sole discretion, as exercised when such Loan is
requested by the Borrower. The Borrower shall request each Loan upon at least
three (3) business days' prior written notice to Bank. Each such request shall
specify, among other things, the amount of the Loan and the proposed borrowing
date. When Borrower requests a Loan, Borrower shall be deemed to represent that
each representation made in the Loan Documents is true as of the date of its
request.

The Bank's obligation to consider requests for Loans under this Note shall
terminate if a Default (as defined in the other Loan Documents) under any Loan
Document occurs or in any event on December 30, 2006, unless renewed or extended
by Bank in writing upon such terms then satisfactory to Bank. 30-Day Payout.
During the term of the Note, Borrower agrees to pay down the outstanding balance
to a maximum of $0.00 for 30 consecutive days annually, exclusive of undrawn
balances on issued and outstanding commercial and standby letters of credit.

If Borrower subscribes to Bank's cash management services and such services are
applicable to this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand deposit
account and the line of credit for credit or debit to the line of credit.
Consistent with the terms of its uncommitted line of credit, Bank retains the
right, in connection with its cash management services agreement with Borrower,
either to honor or not to honor, in Bank's sole discretion, checks or drafts for
which at the time of presentation for payment there are insufficient funds in
Borrower's demand deposit accounts with Bank.

USE OF PROCEEDS. Borrower shall use the proceeds of the loan evidenced by this
Note for the commercial purposes of Borrower, as follows: working capital.

SECURITY. Borrower has granted Bank a security interest in the collateral
described in the Loan Documents, including, but not limited to, personal
property collateral described in that certain Security Agreement of even date
herewith.

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this
Note from the date hereof at the LIBOR Market Index Rate plus 1.5%, as that rate
may change from day to day in accordance with changes in the LIBOR Market Index
Rate ("Interest Rate"). "LIBOR Market Index Rate", for any day, means the rate
for 1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00
a.m., London time, on such day, or if such day is not a London business day,
then the immediately preceding London business day (or if not so reported, then
as determined by Bank from another recognized source or interbank quotation).

DEFAULT RATE. In addition to all other rights contained in this Note, if a
default in the payment of Obligations occurs, all outstanding Obligations, other
than Obligations under any swap agreements (as defined in 11 U.S.C. ss. 101, as
in effect from time to time) between Borrower and Bank or its affiliates, shall
bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate
shall also apply from demand until the Obligations or any judgment thereon is
paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective interest yield by taking the stated (nominal)
rate for a year's period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period.
Application of the Actual/360 Computation produces an annualized effective rate
exceeding the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only, commencing on December 1, 2005, and
continuing on the same day of each month thereafter until fully paid. AUTOMATIC
DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT. Borrower authorizes Bank to debit
demand deposit account number 2079118719843 or any other account with Bank
(routing number 051400549) designated in writing by Borrower, beginning November
1, 2005 for any payments due under this Note. Borrower further certifies that
Borrower holds legitimate ownership of this account and preauthorizes this
periodic debit as part of its right under said ownership.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shall be applied to accrued interest and then
to principal. Upon the occurrence of a default in the payment of the Obligations
or a Default (as defined in the other Loan Documents) under any other Loan
Document, monies may be applied to the Obligations in any manner or order deemed
appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any adverse
claim or threatened action, the returned payment shall remain payable as an
obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents", as used in this Note and
the other Loan Documents, refers to all documents executed in connection with or
related to the loan evidenced by this Note and any prior notes which evidence
all or any portion of the loan evidenced by this Note, and any letters of credit
issued pursuant to any loan agreement to which this Note is subject, any
applications for such letters of credit and any other documents executed in
connection therewith or related thereto, and may include, without limitation, a
commitment letter that survives closing, a loan agreement, this Note, guaranty
agreements, security agreements, security instruments, financing statements,
mortgage instruments, any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 11
U.S.C. ss. 101, as in effect from time to time). Obligations. The term
"Obligations", as used in this Note and the other Loan Documents, refers to any
and all indebtedness and other obligations under this Note, all other
obligations under any other Loan Document(s), and all obligations under any swap
agreements (as defined in 11 U.S.C. ss. 101, as in effect from time to time)
between Borrower and Bank, or its affiliates, whenever executed. Certain Other
Terms. All terms that are used but not otherwise defined in any of the Loan
Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to
Bank a late charge equal to 5% of each payment past due for 8 or more days. This
late charge shall not apply to payments due at maturity or by acceleration
hereof, unless such late payment is in an amount not greater than the highest
periodic payment due hereunder.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's
reasonable expenses incurred to enforce or collect any of the Obligations
including, without limitation, reasonable arbitration, paralegals', attorneys'
and experts' fees and expenses, whether incurred without the commencement of a
suit, in any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by
Bank in excess of such rate shall be applied to principal and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.


REMEDIES. Upon the occurrence of a default in the payment of the Obligations or
a Default (as defined in the other Loan Documents) under any other Loan
Document, Bank may at any time thereafter, take the following actions: Bank
Lien. Foreclose its security interest or lien against Borrower's accounts
without notice. Cumulative. Exercise any rights and remedies as provided under
the Note and the other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver, and shall cause
Guarantor 1-800-Flowers.com, Inc. to deliver, to Bank such information as Bank
may reasonably request from time to time, including without limitation, public
financial statements and information pertaining to Borrower's and Guarantor's
financial condition. Such information shall be true, complete, and accurate.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan Documents shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default (as defined in the other Loan
Documents) shall operate as a waiver of any other Default or the same Default on
a future occasion. Neither the failure nor any delay on the part of Bank in
exercising any right, power, or remedy under this Note and other Loan Documents
shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.

Except to the extent otherwise provided by the Loan Documents or prohibited by
law, each Borrower and each other person liable under this Note waives
presentment, protest, notice of dishonor, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of sale and all other
notices of any kind. Further, each agrees that Bank may (i) extend, modify or
renew this Note or make a novation of the loan evidenced by this Note, and/or
(ii) grant releases, compromises or indulgences with respect to any collateral
securing this Note, or with respect to any Borrower or other person liable under
this Note or any other Loan Documents, all without notice to or consent of each
Borrower and other such person, and without affecting the liability of each
Borrower and other such person; provided, Bank may not extend, modify or renew
this Note or make a novation of the loan evidenced by this Note without the
consent of the Borrower, or if there is more than one Borrower, without the
consent of at least one Borrower; and further provided, if there is more than
one Borrower, Bank may not enter into a modification of this Note which
increases the burdens of a Borrower without the consent of that Borrower.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents
shall inure to the benefit of and be binding upon the parties and their
respective heirs, legal representatives, successors and assigns. Bank's
interests in and rights under this Note and the other Loan Documents are freely
assignable, in whole or in part, by Bank. In addition, nothing in this Note or
any of the other Loan Documents shall prohibit Bank from pledging or assigning
this Note or any of the other Loan Documents or any interest therein to any
Federal Reserve Bank. Borrower shall not assign its rights and interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign without Bank's prior written consent is null and void. Any assignment
shall not release Borrower from the Obligations. Applicable Law; Conflict
Between Documents. This Note and, unless otherwise provided in any other Loan
Document, the other Loan Documents shall be governed by and construed under the
laws of the state named in Bank's address on the first page hereof without
regard to that state's conflict of laws principles. If the terms of this Note
should conflict with the terms of any loan agreement or any commitment letter
that survives closing, the terms of this Note shall control. Borrower's
Accounts. Except as prohibited by law, Borrower grants Bank a security interest
in all of Borrower's accounts with Bank and any of its affiliates. Swap
Agreements. All swap agreements (as defined in 11 U.S.C. ss. 101, as in effect
from time to time), if any, between Borrower and Bank or its affiliates are
independent agreements governed by the written provisions of said swap
agreements, which will remain in full force and effect, unaffected by any
repayment, prepayment, acceleration, reduction, increase or change in the terms
of this Note, except as otherwise expressly provided in said written swap
agreements, and any payoff statement from Bank relating to this Note shall not
apply to said swap agreements unless expressly referred to in such payoff
statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal
jurisdiction in the state named in Bank's address on the first page hereof.
Severability. If any provision of this Note or of the other Loan Documents shall
be prohibited or invalid under applicable law, such provision shall be
ineffective but only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note or other such document. Notices. Any notices to Borrower shall be
sufficiently given, if in writing and mailed or delivered to the Borrower's
address shown above or such other address as provided hereunder, and to Bank, if
in writing and mailed or delivered to Wachovia Bank, National Association, Mail
Code VA7628, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National
Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA 24011 or
such other address as Bank may specify in writing from time to time. Notices to
Bank must include the mail code. In the event that Borrower changes Borrower's
address at any time prior to the date the Obligations are paid in full, Borrower
agrees to promptly give written notice of said change of address by registered,
certified mail, return receipt requested, or national overnight courier, all
charges prepaid. Plural; Captions. All references in the Loan Documents to
Borrower, guarantor, person, document or other nouns of reference mean both the
singular and plural form, as the case may be, and the term "person" shall mean
any individual, person or entity. The captions contained in the Loan Documents
are inserted for convenience only and shall not affect the meaning or
interpretation of the Loan Documents. Advances. Bank may, in its sole
discretion, make other advances which shall be deemed to be advances under this
Note, even though the stated principal amount of this Note may be exceeded as a
result thereof. Posting of Payments. All payments received during normal banking
hours after 2:00 p.m. local time at the office of Bank first shown above shall
be deemed received at the opening of the next banking day. Joint and Several
Obligations. If there is more than one Borrower, each is jointly and severally
obligated. Fees and Taxes. Borrower shall promptly pay all documentary,
intangible recordation and/or similar taxes on this transaction whether assessed
at closing or arising from time to time. LIMITATION ON LIABILITY; WAIVER OF
PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE
HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY
CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY
WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR
DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED
HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER
FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY
DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO
PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN
CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS
RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice.
To help fight the funding of terrorism and money laundering activities, Federal
law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. For purposes of
this section, account shall be understood to include loan accounts. FINAL
AGREEMENT. This Note and the other Loan Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.

WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED
IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS NOTE.
EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY
PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED
IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN
CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR
MODIFIED BY, THIS NOTE.

IN WITNESS WHEREOF, Borrower, on the day and year first above written, has
caused this Note to be executed under seal.




                         The Plow & Hearth, Inc. (SEAL)
                         Taxpayer Identification No. 54-1663651

                         By /s/ William E. Shea
                                     Its Vice President, Ass. Treasurer

                         800-Flowers.com, Inc. (SEAL)
                         Taxpayer Identification No. 11-3117311

                         By /s/ William E. Shea
                                     Its Vice President, Treasurer



                         800-Flowers, Inc. (SEAL)
                         Taxpayer Identification No. 11-3329949

                         By /s/ William E. Shea
                                     Its Vice President, Treasurer



                         The Children's Group, Inc. (SEAL)
                         Taxpayer Identification No. 31-1777162

                         By /s/ William E. Shea
                                     Its Treasurer







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>certs.txt
<TEXT>



Exhibit 31.1

                           CERTIFICATIONS PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, James F. 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)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

      (a) designed  such  disclosure  controls  and procedures,  or caused  such
          disclosure   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) designed such  internal control over  financial  reporting, or  caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  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

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

     (5) The registrant's other certifying  officer and I have disclosed,  based
on our most recent evaluation of 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  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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


Date:  November 10, 2005                      /s/ James F. McCann
                                              James F. McCann
                                              Chief Executive Officer and
                                              Chairman of the Board of Directors

<PAGE>

I, William E. 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)) and internal  control over financial
reporting  (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for the
registrant and have:

      (a) designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   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) designed  such  internal control  over financial  reporting, or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  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

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

     (5) The registrant's other certifying  officer and I have disclosed,  based
on our most recent evaluation of 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  control over the financial  reporting  which
          are reasonably likely to adversely affect the registrant's  ability to
          record, process, summarize and report financial information; and

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



Date:  November 10, 2005                 /s/ William E. Shea
                                         William E. Shea
                                         Senior Vice President of Finance and
                                         Administration and Chief Financial
                                         Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>certtwo.txt
<TEXT>

Exhibit 32.1

                CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     Pursuant to 18 U.S.C.  Section 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 quarter ended
October 2, 2005,  as filed with the  Securities  and Exchange  Commission on the
date hereof (the  "Report"),  fully  complies with the  requirements  of Section
13(a) or Section 15(d), as applicable,  of the Securities  Exchange Act of 1934;
as amended; and

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


Dated:  November 10, 2005
                                     ------------------------------------------
                                     James F. McCann
                                     Chief Executive Officer and
                                     Chairman of the Board

<PAGE>


     Pursuant to 18 U.S.C.  Section 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 quarter ended
October 2, 2005,  as filed with the  Securities  and Exchange  Commission on the
date hereof (the  "Report"),  fully  complies with the  requirements  of Section
13(a) or Section 15(d), as applicable,  of the Securities  Exchange Act of 1934;
as amended; and

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


Dated:  November 10, 2005
                                     -------------------------------------------
                                     William E. Shea
                                     Senior Vice President of Finance
                                     and Administration and Chief Financial
                                     Officer


A signed  original of each of these written  statements  required by Section 906
has  been  provided  to   1-800-FLOWERS.COM,   Inc.  and  will  be  retained  by
1-800-FLOWERS.COM,  Inc. and furnished to the Securities and Exchange Commission
or its staff upon request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>promnote.txt
<TEXT>
Exhibit 10.27

                                 PROMISSORY NOTE


$20,000,000.00                                               Melville, New York
                                                         Date: October 24, 2005


     FOR  VALUE  RECEIVED,  800-FLOWERS.COM,   INC.,  a  New  York  corporation,
800-FLOWERS,  INC.,  a New York  corporation,  THE  CHILDREN'S  GROUP,  INC.,  a
Delaware  corporation,  and THE PLOW &  HEARTH,  INC.,  a  Virginia  corporation
(collectively, the "Borrower"), hereby promises to pay on December 31, 2006 (the
"Maturity Date") to the order of JPMORGAN CHASE BANK, N.A. (the "Bank"),  at the
office of the Bank at 395 North Service Road,  Melville,  New York 11747-3142 in
immediately  available  funds, the principal amount of TWENTY MILLION AND NO/100
DOLLARS  ($20,000,000.00)  (or, if less, the aggregate outstanding amount of all
Loans  (as  defined  below).  The  Borrower  further  promises  to pay  interest
(computed on the basis of actual number of days elapsed over a year of 360 days)
on each  Interest  Payment Date at a rate of interest for each  Interest  Period
equal to, at the selection of the Borrower and subject to the  discretion of the
Bank as described herein, a per annum rate of either the Adjusted LIBO Rate plus
3.00 % or the Adjusted  Prime Rate (as recorded on the grid attached  hereto) on
the unpaid  principal amount of each Loan until such principal amount is paid in
full.

                 Line of Credit; Discretionary Loans by the Bank

     This note evidences loans (each a "Loan" and collectively the "Loans") made
or  continued  by the Bank under an  uncommitted  line of credit  advised to the
Borrower by a letter dated  October 12, 2005 (as  hereafter  amended,  modified,
renewed,  extended or superceded,  the "Line Letter").  Each Loan is made by the
Bank in its sole  discretion  as  exercised  when such Loan is  requested by the
Borrower.  In addition,  the Bank has advised the Borrower  pursuant to the Line
Letter  that it will  issue  Commercial  and  Standby  Letters  of Credit on the
Borrower's behalf on such terms as are mutually agreed upon between the Bank and
the Borrower from time to time (collectively, the "Letters of Credit"); provided
that at no time  shall the  aggregate  amount of  outstanding  Letters of Credit
(including,  without  limitation,  unreimbursed  draws) exceed  $5,000,000.  The
amount  of  Loans  and  Letters  of  Credit  (including,   without   limitation,
unreimbursed  draws)  shall  in no  event  exceed  $20,000,000.00  in  aggregate
principal amount  outstanding at any time. The Borrower shall request each LIBOR
Loan upon at least three (3) Business Days' prior written notice to the Bank and
may  request a Prime Rate Loan upon same day  written  notice to the Bank.  Each
such request  shall  specify,  among other things,  the amount of the Loan,  the
proposed  borrowing  date and whether  such Loan will be a LIBOR Loan or a Prime
Rate Loan. Each LIBOR Loan shall be in a minimum principal amount of $500,000 or
any larger  multiple of $100,000  and each Prime Rate Loan shall be in a minimum
principal  amount of $100,000.  If the Borrower shall not timely notify the Bank
that it has selected the Adjusted  LIBO Rate for a Loan prior to its making then
such Loan shall be a Prime Rate Loan and bear  interest  at the  Adjusted  Prime
Rate.

     The date,  amount,  rate of  interest  and  maturity  date of each Loan and
payment(s) (if any) of principal,  the Loan(s) to which such  payment(s) will be
applied as set forth in the next paragraph and the outstanding principal balance
of Loans shall be  recorded  by the Bank on its books and records  (which may be
electronic in nature) and at any time and from time to time may be, and shall be
prior to any  transfer  and  delivery  of this note,  entered by the Bank on the
schedule  attached or any  continuation  of the schedule  attached hereto by the
Bank (at the discretion of the Bank,  any such entries may aggregate  Loans (and
payments  thereon) with the same interest rate and Interest  Period and, if made
on a given  date,  may show only the Loans  outstanding  on such  date,  and the
initial entry may reflect the aggregate loans outstanding to the Borrower on the
date hereof which are being  continued under and evidenced by, and the terms and
provisions of which are hereby governed by, this note. Any such entries shall be
conclusive in the absence of manifest error. The failure by the Bank to make any
or all such entries shall not relieve the undersigned from its obligation to pay
any and all amounts due hereunder.

     Unless otherwise  directed by the Borrower,  so long as no Event of Default
shall have occurred and be  continuing,  the Bank shall apply any  repayments or
prepayments  of principal  first to Prime Rate Loans,  thereafter to LIBOR Loans
with  Interest  Periods  expiring  on such date and  thereafter,  subject to the
provisions included herein under "Break-Funding  Payments",  the remaining LIBOR
Loans.




Interest

     (a)  Each  LIBOR  Loan  shall  bear  interest,  for  each  Interest  Period
applicable  to such Loan,  at a rate per annum equal to 1.50% above the Adjusted
LIBO Rate for such Interest Period.

     (b) Each Prime Rate Loan shall bear  interest at a floating  rate per annum
for each day outstanding at the Prime Rate as in effect on such day.

     (c) Any overdue  payments of principal  of and, to the extent  permitted by
law, interest on any Loan shall bear interest,  payable on demand,  for each day
until  paid at a rate per  annum  equal to the sum of 2% plus the rate in effect
for such Loan on such day.

The  Borrower may elect to continue any LIBOR Loan or Prime Rate Loan as a LIBOR
Loan or Prime Rate Loan,  or to covert such Loan into a Prime Rate Loan or LIBOR
Loan,  (all as  applicable),  effective on the  expiration  of the  then-current
Interest  Period  therefor upon written  notice given to the Bank at least three
(3) Business Days prior to the end of such Interest Period,  as to a LIBOR Loan,
and at least one (1) business Day prior to the end of such Interest Period,  for
a Prime Rate Loan.  In the event the Borrower  shall fail to provide such notice
as to any Loan,  and in any event if an Event of Default shall have occurred and
be  continuing  at the end of any Interest  Period for any Loan,  then such Loan
shall  be  continued  as or be  converted  into a Prime  Rate  Loan for the next
Interest Period.

Optional Prepayment

The  Borrower  shall  have the  right  (i) at any time and from  time to time to
prepay any Prime Rate Loan in full, or in part, without penalty, on at least one
(1) Business Day's prior written notice to the Bank and (ii) to prepay any LIBOR
Loan in full,  or in part,  on the last day of the Interest  Period  relating to
such Loan,  without penalty,  on at least three (3) Business Days' prior written
notice to the Bank.  Any prepayment of a LIBOR Loan on a day other than the last
day of the Interest  Period  relating to such Loan shall be in full, and upon at
least three (3) Business  Days' prior written  notice to the Bank,  and shall be
subject to the  provisions  included  herein under  "Break-Funding  Payment".  A
notice of  prepayment  shall  specify  the  prepayment  date  (which  shall be a
Business Day) and the principal  amount to be prepaid,  shall be irrevocable and
shall  commit  the  Borrower  to prepay  the Loan in full on the date and in the
amount stated therein. Each prepayment hereunder shall be accompanied by accrued
interest  on the  principal  amount  of the  Loan  so  prepaid  to the  date  of
prepayment.

Capital Adequacy

If the Bank shall  have  determined  that the  applicability  of any law,  rule,
regulation  or  guideline  adopted  pursuant  to or arising out of the July 1988
report of the Basle Committee on Banking  Regulations and Supervisory  practices
entitled   "International   Convergence  of  Capital   Measurement  and  Capital
Standards",  or the  adoption  after  the date  hereof of any  other  law,  rule
regulation or guideline regarding capital adequacy,  or any change in any of the
foregoing or in the  interpretation or administration of any of the foregoing by
any governmental  authority,  central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance by the Bank (or any
lending  office of the Bank) or the Bank's  holding  company with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such  authority,  central bank or comparable  agency,  has or would have the
effect of reducing the rate of return on the Bank's capital or on the capital of
the  Bank's  holding  company,  if  any,  as a  consequence  of its  obligations
hereunder  to a level  below that which the Bank or the Bank's  holding  company
could have achieved but for such  adoption,  change or  compliance  (taking into
consideration the Bank's policies and the policies of such deemed by the Bank to
be  material),  then from time to time the  Borrower  shall pay to the Bank such
additional  amount or amounts as will  compensate the Bank or the Bank's holding
company for any such reduction suffered.

Increased Cost

If at any time after the date  hereof,  the Board of  Governors  of the  Federal
Reserve  System or any political  subdivision of the United States of America or
any other government, governmental agency or central bank shall impose or modify
any reserve or capital requirement on or in respect of loans made by or deposits
with the Bank or shall impose on the Bank or the  Eurocurrency  market any other
conditions  affecting  Loans, and the result of the foregoing is to increase the
cost to (or,  in the  case of  Regulation  D, to  impose  a cost on) the Bank of
making or maintaining  any Loan or to reduce the amount of any sum receivable by
such Bank in respect  thereof,  by an amount  deemed by the Bank to be material,
then, within 30 days after notice and demand by the Bank, the Borrower shall pay
to the  Bank  such  additional  amounts  as will  compensate  the  Bank for such
increased  cost or reduction;  provided that the Borrower shall not be obligated
to compensate the Bank for any increased cost resulting from the  application of
Regulation D to the extent already  reflected in the definition of Adjusted LIBO
Rate. A  certificate  of the Bank  claiming  compensation  hereunder and setting
forth the additional  amounts to be paid to it hereunder and the method by which
such  amounts were  calculated  shall be  conclusive  in the absence of manifest
error.

Break-Funding Payment

In the event of (a) the payment of any principal of any LIBOR Loan other than on
the last day of an Interest Period applicable  thereto (including as a result of
an Event of  Default),  (b) the  conversion  of any LIBOR Loan other than on the
last day of the Interest Period applicable thereto or (c) the failure to borrow,
convert,  continue  or  prepay  any Loan on the  date  specified  in any  notice
delivered  pursuant  hereto  (regardless  of whether  such notice may be revoked
under Section 2.11(b) and is revoked in accordance therewith), then, in any such
event,  the Borrower shall  compensate  each Bank for the loss, cost and expense
attributable to such event. As to any LIBOR Loan, any such loss, cost or expense
shall be deemed to include  (as  liquidated  damages,  and not as a penalty)  an
amount  determined  by the Bank to be the  excess,  if any, of (i) the amount of
interest which would have accrued on the principal amount of such LIBOR Loan had
such  event not  occurred,  at the  Adjusted  LIBOR  Rate that  would  have been
applicable to such Loan,  for the period from the date of such event to the last
day of the  then-current  Interest  Period  therefor  over  (ii) the  amount  of
interest  which  would  accrue on such  principal  amount for such period at the
interest rate which the Bank would bid were it to bid for dollar deposits on the
date of such  prepayment  of a comparable  amount and period from other banks in
the eurodollar  market.  The Borrower  acknowledges that the Bank might not fund
its  portfolio(s)  of loans  bearing  interest by reference to the Adjusted LIBO
Rate, or any prepayment  thereof,  on a loan-by-loan  basis or in such manner at
all times and agrees that the foregoing is a reasonable and  appropriate  method
of calculating liquidated damages for any such event irrespective of whether any
of the foregoing  transactions  have in fact  occurred or occurred  precisely as
stated with respect to the applicable Loan. All calculations and  determinations
by the Bank of the amounts  payable  pursuant to the preceding  provisions or of
any element thereof, if made in accordance with its then standard procedures for
so calculating or determining such amounts,  shall be conclusive absent manifest
arithmetic error.

Anything to the contrary in this Note notwithstanding,  the foregoing provisions
shall not apply with respect to any  mandatory  prepayment of LIBOR Loans on any
day other than the last day of the  Interest  Period  therefore  if the Borrower
elects,  in its sole  discretion,  to deposit the amount of any such  prepayment
into a cash  collateral  account of the  Borrower  at the Bank to be held by the
Bank until the last day of such Interest  Period at which time the Bank shall be
authorized  (without  any further  action by notice to or from the  Borrower) to
apply such amount of the  prepayment  of such LIBOR Loan;  provided  that at all
times from the prepayment date to the last day of such Interest Period not Event
of  Default  shall  occur  and  provided,  further,  that on such  last day such
prepayment amount is actually so applied to effect such prepayment.

Change in Legality

     (a)  Notwithstanding  anything to the contrary contained  elsewhere in this
Note,  if any change  after the date hereof in any law or  regulation  or in the
interpretation   thereof  by  any  governmental   authority   charged  with  the
administration  thereof  shall  make it  unlawful  (based on the  opinion of any
counsel,  whether  in-house,  special or general,  for the Bank) for the Bank to
make or maintain any Loan or to give effect to its  obligations as  contemplated
hereby with respect to any Loan,  then, by written notice to the Borrower by the
Bank, the Bank may require that all outstanding Loans made by it be converted to
Prime Rate Loans,  whereupon all such Loans shall be automatically  converted to
Prime  Rate  Loans  as of the  effective  date of such  notice  as  provided  in
paragraph (b) below.  In addition,  upon receipt of such notice by the Bank, the
Borrower shall be prohibited  from  requesting  LIBOR Loans from the Bank unless
such declaration is subsequently withdrawn.

     (b) For  purposes  of this  Section,  a notice to the  Borrower by the Bank
pursuant to paragraph (a) above shall be  effective,  if lawful and if any Loans
shall then be outstanding,  on the last day of the then current Interest Period;
otherwise,  such  notice  shall  be  effective  on the  date of  receipt  by the
Borrower.

Guaranty and Security

This Note and all existing and future  obligations of the Borrower hereunder and
with respect to the Loans,  among other  things,  is  guarantied  by The Popcorn
Factory,  Inc., a Delaware  corporation,  Cheryl & Co., an Ohio  corporation and
1-800-Flowers.com, Inc., a Delaware corporation (collectively, the "Guarantors")
pursuant to that certain  Guaranty  dated as of the date hereof  (including  any
modifications or amendments thereto, the "Guaranty") and secured by, among other
things, the collateral  described in that certain Security Agreement dated as of
the  date  hereof  (including  any  amendments  or  modifications  thereto,  the
"Security Agreement") executed by the Borrower and the Guarantors.

Representations

The Borrower represents and warrants that

     (a) Each of the Borrower and each Guarantor  (together,  the "Obligors") is
duly  organized,  validly  existing and in good standing under the laws of their
respective  jurisdictions  of  organization  and has  all  requisite  power  and
authority to carry on its business as now conducted and to execute,  deliver and
perform this Note, the Security  Agreements,  the Guaranty and all other related
instruments, agreements or documents (collectively, the "Relevant Documents") to
which  such  Obligor  is  a  party  and  the  transactions  herein  and  therein
contemplated.

     (b) Each  Obligor's  execution,  delivery and  performance of each Relevant
Document  to  which  it is a party  and  its  consummation  of the  transactions
provided  for herein and therein,  have been duly  authorized  by all  necessary
corporate and shareholder  action. Each Relevant Document has been duly executed
and delivered on behalf of each Obligor party thereto and constitutes the legal,
valid  and  binding  obligation  of  such  Obligor,  enforceable  against  it in
accordance  with its terms,  except as may be limited by applicable  bankruptcy,
reorganization,   insolvency,   moratorium  or  other  similar  laws   affecting
creditors'  rights  generally,  now or hereafter  in effect,  and except as such
enforceability   may  be  limited  by  general  principles  of  equity  (whether
considered in a suit at law or in equity).

     (c) The execution and delivery by each Obligor of each Relevant Document to
which it is a party, the performance of the transactions contemplated by and the
fulfillment of the terms hereof and thereof,  do not conflict with or violate in
any  material  respect  any law or  regulation  applicable  to such  Obligor  or
conflict  with,  result in any breach of any of the terms and  provisions of, or
constitute  (with or without  notice or lapse of time or both) a default  under,
its  organizational  and/or governing  documents or of any indenture,  mortgage,
deed of trust or other material contract,  agreement or instrument to which such
Obligor is a party or by which it or any of its  properties  are bound or result
in the creation or imposition of any lien, mortgage,  security interest, pledge,
charge or other  encumbrance  of any kind  (collectively,  "Lien") on any of its
assets other than the Liens created by any such Relevant Document.

     (d) No authorization,  consent, license, order or approval of, registration
or  declaration  with,  any  Federal,  state,  local or foreign  government  (or
political  sub-division thereof) or governmental agency,  authority,  regulatory
body,  instrumentality or other entity or of any court or other judicial body or
entity  (collectively  "Governmental  Authority")  or other  person or entity is
required to be obtained, effected or given by any Obligor in connection with its
execution,  delivery and performance of each Relevant  Document to which it is a
party and the consummation of the transactions  herein and therein  contemplated
except for such filings or registrations in such foreign jurisdictions as may be
necessary to prefect the Lien created by the Relevant  Documents  under the laws
of such foreign jurisdictions.

     (e) There are no actions,  suits or proceedings (whether or not purportedly
on  behalf  of any  Obligor)  pending  or,  to the  knowledge  of the  Borrower,
threatened  against  any  Obligor  at  law  or in  equity  or  before  or by any
Governmental Authority which involve any of the transactions contemplated herein
or, if adversely  determined  against any Obligor,  would  adversely  affect the
validity,  binding effect or enforceability of any of, the Relevant Documents or
of any Lien created thereunder.

     (f) Each Obligor is in material  compliance with all laws,  regulations and
orders of any  Governmental  Authority  applicable to it or its property and all
indentures, mortgages, deeds of trust or other material contracts, agreements or
instruments  to  which  such  Obligor  is a party  or by  which it or any of its
properties are bound.

     (g) No Obligor is (a) an "investment  company" as defined in, or subject to
regulation  under,  the  Investment  Company Act of 1940,  as amended,  or (b) a
"holding  company" as defined  in, or subject to  regulation  under,  the Public
Utility Holding Company Act of 1935, as amended.

     (h)  No  Obligor  is  engaged  principally,  or as  one  of  its  important
activities,  in the  business  of  extending  credit  for the  purpose,  whether
immediate,  incidental  or ultimate,  of buying or carrying  "margin  stock" (as
defined  under  Regulation  U as  promulgated  by the Board of  Governors of the
Federal Reserve System Federal Reserve Board and as in effect from time to time)
and no part of the proceeds of any Loan  hereunder  will be used to buy or carry
any such "margin stock".

     (i) The Liens  created by the Security  Agreements  are valid,  binding and
enforceable Liens on the Collateral  described therein (except as enforceability
may be limited by applicable bankruptcy, reorganization,  insolvency, moratorium
or other similar laws affecting creditors' rights generally, now or hereafter in
effect,  and except as such  enforceability may be limited by general principles
of equity  (whether  considered in a suit at law or in equity);  such Liens have
been duly  perfected  under the laws of the  United  States of  America  and the
constituent  States  thereof  and are and will be prior to all other Liens which
may now or  hereafter  exist or be  imposed  upon  such  Collateral  other  than
Permitted Liens (as defined in the Security Agreements).

Covenants

The Borrower  covenants and agrees that,  for so long as this Note, any Loans or
other  obligations  hereunder or under the Letters of Credit remain  outstanding
and unsatisfied,  it will not, and will not permit any Obligor or any Subsidiary
of any Obligor to, directly or indirectly,  enter into, incur or permit to exist
any  agreement or other  arrangement  that  prohibits,  restricts or imposes any
condition  upon (a) the ability of any Obligor or any  Subsidiary of any Obligor
to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the  ability  of any  Obligor  or any  Subsidiary  of any  Obligor to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances  to any Obligor or any  Subsidiary  of any
Obligor or to guarantee  indebtedness  of any Obligor or any  Subsidiary  of any
Obligor.

Events of Default

     If any of the following  events (each,  an "Event of Default")  shall occur
and be continuing:

          (a) the Borrower  shall fail to make payment when due of any principal
     of or interest on the Loan or any other amount  payable  hereunder or under
     any other  relevant  Document the Guarantor  shall fail to make any payment
     under its Guaranty or any other Relevant Document when due; or

          (b) any  Obligor  shall fail to perform or observe  any  agreement  or
     covenant  herein or in any  Guaranty,  any Security  Agreement or any other
     Relevant Document; or

          (c) any  representation  or warranty made by any Obligor  herein or in
     the Guaranty,  any Security  Agreement or any other Relevant Document shall
     prove to have been incorrect in any material respect when made or given; or

          (d) any Obligor shall default in the payment of any other  outstanding
     indebtedness to any Person, the aggregate  outstanding  principal amount of
     which,  together with the  aggregate  outstanding  principal  amount of all
     other  outstanding  indebtedness  similarly  in default,  equals or exceeds
     $100,000  (collectively,  the  "Material  Indebtedness")  or of  any  other
     indebtedness, obligation or liability to the Bank, and in any such case any
     applicable  grace  period  therefor  shall  have  expired,  or any event or
     condition  shall  occur or exist  which  shall  permit  the  holder of such
     Material  Indebtedness  or the  Bank,  as  applicable,  to  accelerate  the
     maturity thereof or if any such acceleration shall occur: or

          (e) any  Obligor  shall be  adjudged  to be  insolvent  (however  such
     insolvency may be evidenced),  or proceedings  are instituted by or against
     any  Obligor  under  the  United  States   Bankruptcy  Code  or  under  any
     bankruptcy,  reorganization  or insolvency law or other similar law for the
     relief of debtors or if a receiver, conservator, trustee, guardian or other
     similar  official  shall be  appointed  for any Obligor or for any of their
     respective  property or if proceedings for such purpose shall be commenced;
     and,  in the case of any such  proceeding  instituted  against  it (but not
     instituted by it) that is being  diligently  contested by it in good faith,
     such  proceeding  shall remain  undismissed  or unstayed for a period of at
     least 45 consecutive days; or

          (f) there shall be a material  adverse  change from June 30, 2001,  in
     the Bank's  opinion,  in the business,  assets,  operations,  or condition,
     financial or otherwise, of any Obligor;

          (g) complete or partial  liquidation  or suspension of any business of
     any Obligor; or

          (h) dissolution,  liquidation, merger, consolidation or reorganization
     of any Obligor; or

          (i) attachment,  distraint,  levy,  execution or judgment  against any
     Obligor or any of its property; or

          (j) any Obligor or any Subsidiary of any Obligor shall create,  incur,
     assume or permit  to exist any Lien on any  property  or asset now owned or
     hereafter  acquired by it (other than Permitted  Liens),  or assign or sell
     any income or revenues (including accounts receivable) or rights in respect
     of any thereof; or

          (k) any  Obligor  shall in any way deny their  respective  liabilities
     under, or contest the validity,  binding effect or  enforceability  of, any
     Relevant  Document  or the  existence,  validity  or  priority of any Liens
     created  thereunder  or if any  such  Relevant  Document  or Lien  shall be
     determined  or  declared  by  any  Governmental  Authority  to be  invalid,
     unperfected or unenforceable; or

          (l)  James F.  McCann  shall  fail to (i) be the  Chairman  and  Chief
     Executive Officer of 1-800-Flowers.com or (ii) beneficially own and control
     fifty one  percent  (51%) of the  voting  stock of  1-800-Flowers.com  (for
     purposes of this clause (l),  James F. McCann  shall be deemed to no longer
     beneficially own and control the voting stock of 1-800-Flowers.com upon his
     death);

then,  in any such case the Bank may  declare  this Note and all Loans and other
obligations outstanding hereunder to be forthwith due and payable, together with
accrued  interest,  whereupon  the same will become  forthwith  due and payable,
without demand, presentment,  protest, notice of dishonor or any other notice or
demand  whatsoever,  all of which  are  expressly  waived.  Notwithstanding  the
foregoing,  upon a default under  subsection (vi)  hereunder,  this Note and all
Loans and other obligations  outstanding  hereunder shall become immediately due
and payable  without  demand,  presentment,  protest,  notice of dishonor or any
other notice or demand whatsoever, all of which are expressly waived.

The Bank,  in addition to any rights  available  to it under this Note and under
applicable  law,  shall have the right  immediately to set off against this Note
and/or any Loans all monies or claims  owed by the Bank in any  capacity  to the
Borrower  (including  without  limitation with respect to the Borrower's deposit
accounts with the Bank),  whether or not such monies or claims are then due, and
the Bank  shall be deemed to have  exercised  such  right to set off and to have
made a charge against any such money or claim immediately upon the occurrence of
any of the  foregoing  Events of  Default  even  though  such  charge is made or
entered on the books of the Bank subsequent to those events.  Further,  the Bank
shall have a lien on, and  security  interest  in, the  deposit  balances of the
Borrower and any other asset or property of the Borrower at any time and for any
reason  whatsoever in the possession or custody or under the control of the Bank
or any affiliate thereof and may at any time, apply the same to this Note or any
Loans, whether or not due.

Definitions

         A.       Adjusted LIBO Rate

                  "Adjusted LIBO Rate" shall mean, with respect to  any Loan for
                  any Interest Period, an  interest rate per annum  equal to the
                  product  of  (i) the  LIBO Rate in  effect for  such  Interest
                  Period and (ii) Statutory Reserves.

                  "LIBO Rate" shall  mean, with  respect to  any  Loan  for  any
                  Interest Period, the  rate (rounded upwards, if  necessary, to
                  the  next 1/16 of 1%) at  which  dollar deposits approximately
                  equal  in principal  amount to such  Loan and for the maturity
                  equal to the  applicable Interest  Period are  offered  to the
                  Bank  in immediately  available funds in  the London interbank
                  market at  approximately 11:00 a.m., New  York City  time, two
                  (2) Business  Days prior to  the commencement of such Interest
                  Period.

                  For so  long as any  Loan hereunder shall bear interest at the
                  Adjusted LIBO  Rate  such Loan shall  be deemed  a LIBOR Loan.

         B.       Adjusted Prime Rate

                  "Adjusted Prime Rate" shall mean, with respect to any Loan for
                  any Interest Period, the interest rate in effect for such Loan
                  as provided under clause (b) under the heading "Interest"
                  above.

                  For so long as any Loan  hereunder shall bear  interest at the
                  Adjusted  Prime Rate such Loan  shall be  deemed a  Prime Rate
                  Loan.

         C.       Business Day

                  A "Business Day" shall  mean any  day other  than  a Saturday,
                  Sunday or  other  day on  which  the  Bank  is  authorized  or
                  required by  law or regulation to close, and which is a day on
                  which transactions in dollar deposits are being carried out in
                  London.

         D.       Interest Payment Date

                  "Interest Payment Date" shall  mean as to any Loan (or portion
                  thereof), the last  day of  each Interest  Period  relating to
                  such Loan (or portion thereof), and if such Interest Period is
                  longer than one month, the last Business Day of  each calendar
                  month after the first day thereof.

         E.       Interest Period

                  "Interest Period" shall  mean (a) for  each  LIBOR  Loan,  the
                  period commencing on the date of such Loan or, as appropriate,
                  commencing  on  the  last  day of  the  immediately  preceding
                  Interest Period  for such  Loan, and ending on the numerically
                  corresponding day (or if there is no numerically corresponding
                  day, the last day) in the calendar month  that is one (1), two
                  (2) or three (3) months thereafter, as  the Borrower may elect
                  and (b) for each Prime Rate Loan, the period commencing on the
                  date  of such Loan or, as  appropriate, commencing on the last
                  day  of the  immediately  preceding  Interest Period  for such
                  Loan, and  ending one  month  thereafter  (or on the  Maturity
                  Date);  provided,  however, that (i) if  any  Interest  Period
                  would end  on a day which  shall not  be a  Business Day, such
                  Interest  Period  shall be  extended to  the  next  succeeding
                  Business Day  unless, with  respect  to LIBOR Loans, such next
                  succeeding Business Day would fall in the next calendar month,
                  in  which  case such  Interest  Period  shall end on the first
                  preceding  Business  Day and  (ii) no  Interest  Period may be
                  selected  that expires  later  than  the  Maturity  Date,  and
                  provided, further,  that the  Borrower may  select an Interest
                  Period shorter than any of the aforementioned Interest Periods
                  which shall commence on the last day of the preceding Interest
                  Period for a Loan and shall end on the Maturity Date.

         F.       Loan

                  "Loan" shall mean the borrowing(s) by the Borrower evidenced
                   hereby.

G.       Maturity Date

                  "Maturity Date" shall mean December 31, 2006.

         H.       Prime Rate

                  "Prime Rate" shall  mean the  interest rate publicly announced
                  to be in effect by  the  Bank from  time to  time as its prime
                  rate, adjusted effective as of the date of each such change.



         I        Statutory Reserves

                  "Statutory Reserves" means a fraction (expressed as a
                  decimal), the numerator of which is the number one and the
                  denominator of which is the number one minus the applicable
                  statutory reserve requirements for the Bank (without
                  duplication, but including, without limitation, basic,
                  supplemental, marginal and emergency reserves), from time to
                  time in effect under Regulation D with respect to eurocurrency
                  funding currently referred to as "Eurocurrency liabilities" in
                  Regulation D. It is agreed that for purposes hereof each LIBOR
                  Loan shall be deemed to constitute a "Eurocurrency liability"
                  as defined in Regulation D and to be subject to the reserve
                  requirements of Regulation D, without benefit of credit or
                  proration, exemptions or offsets which might otherwise be
                  available to the Bank from time to time under Regulation D.

         J        Person

                  "Person" means any natural person, corporation, limited
                  liability company, trust, joint venture, association, company,
                  partnership, governmental body, agency or authority or other
                  entity.

         K       Subsidiary

                  "Subsidiary" means, with respect to any Person (the "parent")
                  at any date, any corporation, limited liability company,
                  partnership, association or other entity the accounts of which
                  would be consolidated with those of the parent in the parent's
                  consolidated financial statements if such financial statements
                  were prepared in accordance with Generally Accepted Accounting
                  Principles as of such date, as well as any other corporation,
                  limited liability company, partnership, association or other
                  entity (a) of which securities or other ownership interests
                  representing more than 50% of the equity or more than 50% of
                  the ordinary voting power or, in the case of a partnership,
                  more than 50% of the general partnership interests are, as of
                  such date, owned, controlled or held, or (b) that is, as of
                  such date, otherwise controlled, by the parent or one or more
                  subsidiaries of the parent or by the parent and one or more
                  subsidiaries of the parent.

         Participations; Federal Reserve Bank

     The Bank  reserves  the right to sell or assign the Note or  participations
therein or in any Loan and to provide any assignee,  participant  or prospective
assignee or participant with information of the Borrower  previously received by
the Bank.  Furthermore,  this Note may be pledged or assigned by the Bank to any
Federal Reserve Bank.

         Jurisdiction and Governing Law, Etc.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK  APPLICABLE TO CONTRACTS  MADE AND TO BE PERFORMED IN SUCH
STATE.

     The undersigned  agrees to pay to the Bank, as soon as incurred,  all costs
and  expenses  incurred  in  connection  with the  preparation,  enforcement  or
collection of this Note and the other Relevant Documents,  including  reasonable
inside or outside  counsel  fees and  expenses.  Each and every right and remedy
hereby  granted to the Bank or allowed to it by law shall be cumulative  and not
exclusive  and each may be  exercised by the Bank from time to time and as often
as may be  necessary.  The Bank may  release  any  party  without  notice to the
Borrower without affecting the liability of the Borrower hereof.

     The term  "undersigned"  as used herein shall, if this instrument is signed
by more  than one  party,  means  the  "undersigned  and each of them"  and each
undertaking herein contained shall be their joint and several undertaking.

     The Borrower  irrevocably (i) consent(s) to the  nonexclusive  jurisdiction
and  venue of the  state or  federal  courts  located  in the State of New York,
County  of  Nassau  or  County of  Suffolk,  in  connection  with any  action or
proceeding arising from or related to this Note or the Loans and agrees that the
Bank, may at its option and in its sole discretion,  employ the summary judgment
procedures  afforded  by Section  3213 of the New York Civil  Practice  Laws and
Rules to enforce this Note (and agrees that a final  judgment in any such action
or proceeding shall be conclusive and may be enforced in other  jurisdictions by
suit on the judgment or in any other manner  provided by law),  (ii) waives,  to
the fullest  extent it may  effectively  do so, all  objections to venue and the
defense  of an  inconvenient  forum to the  maintenance  of any such  action  or
proceeding,  (iii) agrees that service of process by the Bank in connection with
any such action or proceeding  shall be effective and binding on the undersigned
if sent to the  undersigned  by certified mail or nationwide  overnight  deliver
service  addressed  to  the  address(es)  specified  below  or to  such  further
address(es)  as the  undersigned  may  specify to the Bank in  writing  and (iv)
agrees that nothing in this paragraph or elsewhere in this Note shall affect the
right of the Bank to serve legal process in any other manner permitted by law or
affect  the right of the Bank to bring  any  action or  proceeding  against  the
undersigned or its property in the courts of any other jurisdictions

     THE UNDERSIGNED  hereby WAIVES, in connection with any action or proceeding
arising under or relating to this Note or any other Applicable  Documentation or
the  Liabilities,  to the fullest  extent  permitted by applicable  law, (i) any
right to A TRIAL BY JURY,  (ii) any  defense or claim  based upon any STATUTE OF
LIMITATIONS,  LACHES or DELAY BY THE BANK, (iii) any defense or claim based upon
FAILURE  TO OR TIMING  OF RESORT TO  COLLATERAL  (including  those  alleging  an
impairment  or  deficiency),  (iv) any  defense or claim  based upon  FRAUDULENT
INDUCEMENT,  or (v) any  SET-OFF or  COUNTERCLAIM  of any nature or  description
UNLESS  SUCH  COUNTERCLAIM  IS A  COMPULSORY  OR  MANDATORY  COUNTERCLAIM  UNDER
APPLICABLE LAWS GOVERNING CIVIL PROCEDURE.

     No failure or delay by the Bank in  exercising  any right,  power or remedy
hereunder  shall  operate  as a waiver  thereof  nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or of any other
right, power or remedy. The rights, powers and remedies herein provided shall be
cumulative  and not  exclusive  of any  rights,  powers  or  remedies  otherwise
available.  No  amendment  or waiver of or consent to  departure  from this Note
shall in any event be effective  unless in writing and executed by the Bank, and
then shall be  effective  solely in the  specific  instance and for the specific
purpose for which given.  This Note,  the  Guaranty and the Security  Agreements
constitutes  the entire  agreement  among the  parties  relating  to the subject
matter hereof and shall supersede any and all previous written or oral promises,
agreements or  understandings  relating  thereto.  Any  provision  herein deemed
illegal,  invalid  or  unenforceable  in  a  particular  jurisdiction  shall  be
ineffective  (only to the extent so deemed) in such  jurisdiction,  but  without
affecting the  effectiveness in such  jurisdiction of any other provision hereof
or of such  provision  in any other  jurisdiction.  This Note shall inure to the
benefit of the Bank and its successors and assigns and shall be binding upon the
Borrower and its or their estates, heirs or successors;  provided, however, that
the  Borrower  may  not  assign  or  otherwise  transfer  any of its  rights  or
obligations  hereunder  without the express  written consent of the Bank and any
attempted assignment or transfer without such consent shall be null and void.

     IN WITNESS  WHEREOF,  the Borrower has caused this Note to be duly executed
by a duly authorized and incumbent officer as of the date first above written.


                                         800-FLOWERS.COM, INC.


                                         By:  /s/ William E. Shea
                                         Name: William E. Shea
                                         Title:   Treasurer

                                         800-FLOWERS, INC.


                                         By:  /s/ William E. Shea
                                         Name: William E. Shea
                                         Title:   Treasurer


                                         THE CHILDREN'S GROUP, INC.


                                         By:  /s/ William E. Shea
                                         Name: William E. Shea
                                         Title:   Treasurer



                                         THE PLOW & HEARTH, INC.


                                         By:  /s/ William E. Shea
                                         Name: William E. Shea
                                         Title:   Vice President, Ass. Treasurer


<PAGE>


282190v1
Error! Unknown document property name.
<TABLE>
<S>     <C>            <C>                <C>                   <C>                   <C>                    <C>
                                                        GRID SCHEDULE


                                       AMOUNT                                      AMOUNT OF
                      TYPE OF            OF                  INTEREST              PRINCIPAL              BALANCE
      DATE             LOAN             LOAN                   RATE                 REPAID                  DUE
      ----             ----             ----                   ----                 ------                  ---



</TABLE>




































































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