<SUBMISSION>
<ACCESSION-NUMBER>0001084869-07-000025
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20070930
<FILING-DATE>20071108
<DATE-OF-FILING-DATE-CHANGE>20071108
<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>071225448
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE OLD COUNTRY ROAD
<STREET2>SUITE 500
<CITY>CARLE PLACE
<STATE>NY
<ZIP>11514
</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 September 30, 2007

                                       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 of                                                 (I.R.S. Employer
   incorporation)                                            Identification No.)

                One Old Country Road, Carle Place, New York 11514
                -------------------------------------------------
               (Address of principal executive offices)(Zip code)

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

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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ( )    Accelerated filer(X)    Non-accelerated filer ( )

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:

                                   26,137,840
                                   ----------
   (Number of shares of Class A common stock outstanding as of November 2, 2007)

                                   36,858,465
                                   ----------
   (Number of shares of Class B common stock outstanding as of November 2, 2007)

<PAGE>



                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX

                                                                            Page
                                                                            ----

Part I.     Financial Information

  Item 1.    Consolidated Financial Statements:

             Consolidated Balance Sheets - September 30, 2007 (Unaudited)
              (Unaudited) and July 1, 2007                                     1

             Consolidated Statements of Income (Unaudited) - Three
              Months Ended September 30, 2007 and October 1, 2006              2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three Months Ended September 30, 2007 and October 1, 2006        3

             Notes to Consolidated Financial Statements (Unaudited)            4

  Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             11

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk       21

  Item 4.    Controls and Procedures                                          21

Part II.    Other Information

  Item 1.    Legal Proceedings                                                22

  Item 1A.   Risk Factors                                                     22

  Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      22

  Item 3.    Defaults upon Senior Securities                                  22

  Item 4.    Submission of Matters to a Vote of Security Holders              22

  Item 5.    Other Information                                                22

  Item 6.    Exhibits                                                         22

Signatures                                                                    24




<PAGE>
PART I. - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS


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

                                                                                      September 30,     July 1,
                                                                                          2007           2007
                                                                                      --------------  -----------
                                                                                      (unaudited)
Assets
Current assets:
  Cash and equivalents                                                                    $3,821        $16,087
  Receivables, net                                                                        20,915         17,010
  Inventories                                                                             83,163         62,051
  Deferred income taxes                                                                   23,040         19,260
  Prepaid and other                                                                       18,342          9,576
                                                                                      --------------  -----------
  Total current assets                                                                   149,281        123,984

Property, plant and equipment, net                                                        62,666         62,561
Goodwill                                                                                 112,131        112,131
Other intangibles, net                                                                    52,082         52,750
Other assets                                                                                 677          1,081
                                                                                      --------------  -----------
        Total assets                                                                    $376,837       $352,507
                                                                                      ==============  ===========

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable and accrued expenses                                                  $52,795        $62,433
  Current maturities of long-term debt and obligations under capital leases               50,829         10,132
                                                                                      --------------  -----------
        Total current liabilities                                                        103,624         72,565
Long-term debt and obligations under capital leases                                       64,813         68,000
Deferred income taxes                                                                      8,230          8,230
Other liabilities                                                                          2,614          2,681
                                                                                      --------------  -----------
Total liabilities                                                                        179,281        151,476
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 30,446,524
    and 30,298,019 shares issued at September 30, 2007 and July 1, 2007,
    respectively                                                                             304            303
  Class B common stock, $.01 par value, 200,000,000 shares authorized 42,138,465
    shares issued at September 30, 2007 and July 1, 2007                                     421            421
Additional paid-in capital                                                               271,584        269,270
Retained deficit                                                                         (44,683)       (38,893)
Treasury stock, at cost - 4,594,326 and 4,590,717 Class A Shares at September
 30, 2007 and July 1, 2007, respectively and 5,280,000 Class B shares                    (30,070)       (30,070)
                                                                                      --------------  -----------
        Total stockholders' equity                                                      $197,556       $201,031
                                                                                      --------------  -----------
Total liabilities and stockholders' equity                                              $376,837       $352,507
                                                                                      ==============  ===========
</TABLE>



         See accompanying Notes to Consolidated Financial Statements.



                                       1

<PAGE>



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

<TABLE>
<S>                                                                   <C>             <C>
                                                                        Three Months Ended
                                                                ---------------------------------
                                                                  September 30,    October 1,
                                                                     2007             2006
                                                                ---------------- ----------------
    Net revenues                                                    $145,810        $137,132
    Cost of revenues                                                  85,929          82,318
                                                                ---------------- ----------------
    Gross profit                                                      59,881          54,814
    Operating expenses:
     Marketing and sales                                              42,779          42,370
     Technology and development                                        5,235           5,161
     General and administrative                                       15,218          13,343
     Depreciation and amortization                                     4,870           4,744
                                                                ---------------- ----------------
       Total operating expenses                                       68,102          65,618
                                                                ---------------- ----------------
    Operating loss                                                    (8,221)        (10,804)
    Other income (expense):
     Interest income                                                     178             337
     Interest expense                                                 (1,545)         (1,828)
     Other                                                                18              11
                                                                ---------------- ----------------
    Total other income (expense), net                                 (1,349)         (1,480)
                                                                ---------------- ----------------
    Loss before income taxes                                          (9,570)        (12,284)
    Income tax benefit                                                 3,780           4,865
                                                                ---------------- ----------------
    Net loss                                                         ($5,790)        ($7,419)
                                                                ================ ================


    Basic and diluted net loss per common share                       ($0.09)         ($0.11)
                                                                ================ ================
    Weighted average shares used in the calculation
     of basic and diluted net loss per common share                   62,638          65,195
                                                                ================ ================
</TABLE>


    See accompanying Notes to Consolidated Financial Statements.






                                       2

<PAGE>






                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)
 <TABLE>
<S>                                                                                  <C>             <C>
                                                                                        Three Months Ended
                                                                                ---------------------------------
                                                                                  September 30,       October 1,
                                                                                      2007              2006
                                                                                ---------------- ----------------

Operating activities:
Net loss                                                                              ($5,790)         ($7,419)
Reconciliation of net loss to net cash used in operations:
 Depreciation and amortization                                                          4,870            4,744
 Deferred income taxes                                                                 (3,780)          (4,865)
 Stock-based compensation                                                               1,469            1,020
 Bad debt expense                                                                         584              238
 Other non-cash items                                                                      97               56
Changes in operating items:
    Receivables                                                                        (4,489)          (7,078)
    Inventories                                                                       (21,179)         (21,581)
    Prepaid and other                                                                  (8,766)         (16,776)
    Accounts payable and accrued expenses                                              (5,272)           6,391
    Other assets                                                                          351             (387)
    Other liabilities                                                                     (67)             562
                                                                                ---------------- ----------------
 Net cash used in operating activities                                                (41,972)         (45,095)
Investing activities:
Acquisitions, net of cash acquired                                                     (4,366)               -
Capital expenditures                                                                   (4,332)          (6,146)
Other                                                                                      48             (262)
                                                                                ---------------- ----------------
 Net cash used in investing activities                                                 (8,650)          (6,408)
Financing activities:
Proceeds from employee stock options                                                      846              138
Proceeds from bank borrowings                                                          50,000           37,000
Repayment of notes payable and bank borrowings                                        (12,481)            (363)
Repayment of capital lease obligations                                                     (9)            (173)
                                                                                ---------------- ----------------
 Net cash provided by financing activities                                             38,356           36,602
                                                                                ---------------- ----------------
Net change in cash and equivalents                                                    (12,266)         (14,901)
Cash and equivalents:
 Beginning of period                                                                   16,087           24,599
                                                                                ---------------- ----------------
 End of period                                                                         $3,821           $9,698
                                                                                ================ ================
</TABLE>



See accompanying Notes to Consolidated Financial Statements.





                                       3
<PAGE>


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

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended  September  30, 2007 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending June 29, 2008.

The balance sheet  information at July 1, 2007 has been derived from the audited
financial statements at that date.

The  information  in this  Quarterly  Report  on  Form  10-Q  should  be read in
conjunction with the  consolidated  financial  statements and footnotes  thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
July 1, 2007.

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 September 30, 2007 and October 1, 2006, the Company's
comprehensive net losses were equal to the respective net losses for each of the
periods presented.

Recent Accounting Pronouncements

On July 2, 2007,  the  Company  adopted  Financial  Accounting  Standards  Board
Interpretation  No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes  - an
interpretation  of FASB  Statement  No.  109"  (FIN  48).  FIN 48  prescribes  a
"more-likely-than-not"  threshold for the recognition and  derecognition  of tax
positions,  providing  guidance on the  accounting  for interest  and  penalties
relating to tax positions and requires  that the  cumulative  effect of applying
the  provisions  of FIN 48 shall be  reported  as an  adjustment  to the opening
balance sheet of retained earnings or other appropriate  components of equity or
net assets in the statement of financial position.  The Company did not have any
significant  unrecognized  tax benefits and there was no material  effect on our
financial condition or results of operations as a result of implementing FIN 48.
See Note 8, "Income Taxes," for additional information relating to the Company's
implementation of FIN 48.

In September 2006, the FASB issued Statement No. 157, "Fair Value  Measurements"
("Statement  No. 157") which  defines fair value,  establishes  a framework  for
measuring fair value,  and expands  disclosures  about fair value  measurements.
Statement  No. 157 applies to other  accounting  pronouncements  that require or
permit fair value measurements and,  accordingly,  does not require any new fair
value  measurements.  Statement No. 157 is effective for fiscal years  beginning
after November 15, 2007. The transition adjustment of the difference between the
carrying  amounts and the fair values of those financial  instruments  should be
recognized  as a  cumulative-effect  adjustment  to retained  earnings as of the
beginning  of the year of  adoption.  The company is  currently  evaluating  the
impact of adopting the provisions of Statement No. 157.

Reclassifications

Certain  balances in the prior fiscal periods have been  reclassified to conform
with the presentation in the current fiscal year.



                                       4
<PAGE>

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


Note 2 - Net Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of
common shares outstanding  during the period.  Diluted net loss per common share
is computed  using the  weighted  average  number of common  shares  outstanding
during the period,  and excludes the effect of dilutive  potential common shares
(consisting of employee stock options and unvested  restricted stock awards) for
the three months ended September 30, 2007 and October 1, 2006, 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 11 of the  Company's  2007 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
stock-based awards.

The  amounts of  stock-based  compensation  expense  recognized  in the  periods
presented are as follows:

<TABLE>
<S>                                                                      <C>           <C>
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                    September 30,    October 1,
                                                                        2007           2006
                                                                  -------------- --------------
                                                                      (in thousands, except
                                                                         per share data)

        Stock options                                                    $502          $856
        Restricted stock awards                                           967           164
                                                                  -------------- --------------
          Total                                                         1,469         1,020
        Deferred income tax benefit                                       487           281
                                                                  -------------- --------------
        Stock-based compensation expense, net                            $982          $739
                                                                  ============== ==============
        Impact on basic and diluted net loss per
         common share                                                   $0.02         $0.01
                                                                  ============== ==============
</TABLE>

Stock-based compensation is recorded within the following line items of
operating expenses:

<TABLE>
<S>                                                                      <C>           <C>
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                    September 30,   October 1,
                                                                        2007          2006
                                                                  -------------- --------------
                                                                      (in thousands, except
                                                                         per share data)


      Marketing and sales                                                $514         $358
      Technology and development                                          220          153
      General and administrative                                          735          509
                                                                  -------------- --------------
        Total                                                          $1,469       $1,020
                                                                  ============== ==============

</TABLE>





                                       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 granted during the respective periods were
as follows:

                                                    Three Months Ended
                                             -------------------------------
                                               September 30,    October 1,
                                                  2007           2006(*)
                                             --------------- ---------------

       Weighted average fair value of
        options granted                              $4.74            -
       Expected volatility                           46.5%            -
       Expected life                                  5.3 yrs         -
       Risk-free interest rate                        4.43%           -
       Expected dividend yield                        0.0%            -

       (*) The Company did not grant stock options during the three months ended
           October 1, 2006.

The  expected   volatility  of  the  option  is  determined   using   historical
volatilities  based on  historical  stock  prices.  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 September 30, 2007:
<TABLE>
<S>                                                        <C>              <C>           <C>           <C>
                                                                                       Weighted
                                                                         Weighted       Average
                                                                          Average      Remaining     Aggregate
                                                                         Exercise     Contractual    Intrinsic
                                                         Options           Price         Term       Value (000s)
                                                       -----------------------------------------------------------
Outstanding at July 1, 2007                              9,152,665         $8.10
Granted                                                    127,500         $9.95
Exercised                                                 (135,622)        $5.22
Forfeited                                                  (83,781)       $10.78
                                                       --------------
Outstanding at September 30, 2007                        9,060,762         $8.14       4.7 years      $37,796
                                                       ==============
Options vested or expected to vest at September
 30,2007                                                 8,794,680         $8.17       4.6 years      $36,654
Exercisable at September 30, 2007                        7,248,508         $8.35       3.9 years      $30,008

</TABLE>

As of  September  30,  2007,  the total  future  compensation  cost  related  to
nonvested  options,  not yet  recognized  in the  statement of income,  was $4.8
million and the weighted  average period over which these awards are expected to
be recognized was 2.9 years.


                                       6
<PAGE>

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


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
Awards).  The following table  summarizes the activity of non-vested  restricted
stock awards during the three months ended September 30, 2007:
<TABLE>
<S>                                                                <C>            <C>

                                                                               Weighted
                                                                            Average Grant
                                                                              Date Fair
                                                                 Shares         Value
                                                             -------------  ---------------
              Non-vested at July 1, 2007                        1,101,982        $5.70
              Granted                                             510,044       $12.87
              Vested                                              (11,177)       $5.89
              Forfeited                                           (17,476)       $9.70
                                                             -------------
              Non-vested at September 30, 2007                  1,583,373        $8.01
                                                             =============
</TABLE>

The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of September  30, 2007,  there was $9.0 million  of
total   unrecognized   compensation   cost  related  to  non-vested   restricted
stock-based  compensation to be recognized over the  weighted-average  remaining
period of 2.4 years.

Note 4 - Acquisitions

The Company  accounts for its business  combinations in accordance with SFAS No.
141, "Business Combinations," which addresses financial accounting and reporting
for business  combinations and requires that all such  transactions be accounted
for using the purchase  method.  Under the  purchase  method of  accounting  for
business combinations, the aggregate purchase price for the acquired business is
allocated  to the  assets  acquired  and  liabilities  assumed  based  on  their
estimated fair values at the acquisition date. Operating results of the acquired
entities are reflected in the Company's  consolidated  financial statements from
date of acquisition.

Acquisition of Fannie May Confections Brands, Inc.

On May 1, 2006,  the Company  acquired  all of the  outstanding  common stock of
Fannie May Confections Brands,  Inc. ("Fannie May Confections"),  a manufacturer
and  multi-channel  retailer  and  wholesaler  of  premium  chocolate  and other
confections  under the Fannie May,  Harry  London and Fanny Farmer  brands.  The
acquisition,  for a  purchase  price of  approximately  $96.6  million  in cash,
including estimated working capital adjustments and transaction costs,  includes
a 200,000-square foot manufacturing facility in North Canton, Ohio and 52 Fannie
May retail  stores in the Chicago  area,  where the  chocolate  brand has been a
tradition  since 1920.  The purchase  price is subject to "earn-out"  incentives
which  amount to a maximum of $4.5  million  during the year ended  July 1, 2007
(of which $4.4 million was  achieved)  and $1.5  million  during the year ending
June 29, 2008,  upon  achievement  of  specified  earnings  targets.  Fannie May
Confections generated revenues of approximately $75.0 million in its fiscal year
ended April 30, 2006.

As  described   further  under  "Long-Term   Debt,"  in  order  to  finance  the
acquisition,  on May 1, 2006, the Company entered into a secured credit facility
with JPMorgan Chase Bank, N.A., as administrative  agent, and a group of lenders
(the "2006 Credit Facility"). The 2006 Credit Facility includes an $85.0 million
term  loan  and a $50.0  million  revolving  facility  (which  was  subsequently
increased to $75.0 million effective  October 23, 2007),  which bear interest at
LIBOR plus 0.625% to 1.125%,  with  pricing  based upon the  Company's  leverage
ratio.  At closing,  the Company  borrowed $85.0 million of the term facility to
acquire all of the outstanding capital stock of Fannie May Confections.



                                       7
<PAGE>
                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 5 - Inventory

The  Company's  inventory,  stated at cost,  which is not in  excess of  market,
includes  purchased  and  manufactured  finished  goods  for  resale,  packaging
supplies,  raw material  ingredients  for  manufactured  products and associated
manufacturing labor, and is classified as follows:
<TABLE>
<S>                                                                                          <C>            <C>
                                                                                        September 30,      July 1,
                                                                                            2007            2007
                                                                                       ----------------  -----------
                                                                                                (in thousands)

                Finished goods                                                              $59,528         $43,113
                Work-in-Process                                                               5,016           3,911
                Raw materials                                                                18,619          15,027
                                                                                         -----------     -----------
                                                                                            $83,163         $62,051
                                                                                         ===========     ===========
</TABLE>
Note 6 - Goodwill and Intangible Assets

There were no changes in the carrying  amount of the Company's  goodwill  during
the three month  period  ended  September  30,  2007.  Goodwill by segment is as
follows:
<TABLE>
<S>                                               <C>              <C>             <C>                 <C>              <C>
                                               1-800-                            Gourmet
                                             Flowers.com        BloomNet         Food and         Home and
                                              Consumer            Wire             Gift          Children's
                                              Floral            Service          Baskets           Gifts            Total
                                            ----------------------------------------------------------------------------------
Balance at July 1, 2007                        $6,352                $-          $87,279           $18,500        $ 112,131
 Change                                             -                 -                -                 -                -
                                            --------------  -------------  ---------------   --------------   ----------------
Balance at September 30, 2007                  $6,352                $-          $87,279           $18,500        $ 112,131
                                            ==============  =============  ===============   ==============   ================
</TABLE>
The Company's other intangible assets consist of the following:
<TABLE>
<S>                                <C>           <C>         <C>            <C>         <C>            <C>            <C>
                                                     September 30, 2007                         July 1, 2007
                                            ---------------------------------------- ----------------------------------------
                                             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          $4,166         $761      $4,927          $4,085         $842
  Customer lists              3 - 10 years     14,260           4,403        9,857      14,260           3,919       10,341
  Other                        5 - 8 years      2,639             851        1,788       2,639             748        1,891
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               21,826           9,420       12,406      21,826           8,752       13,074

 Trademarks with
  indefinite lives                 -           39,676               -       39,676      39,676               -       39,676
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
  intangible assets                           $61,502          $9,420      $52,082     $61,502          $8,752      $52,750
                                            ============ =============== =========== =========== =============== ============
</TABLE>
Estimated future amortization expense is as follows:  remainder of fiscal 2008 -
$2.0  million,  fiscal 2009 - $2.6 million,  fiscal 2010 - $2.5 million,  fiscal
2011 - $2.0 million, fiscal 2012 - $0.9 and thereafter - $2.4 million.

                                       8
<PAGE>
                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 7 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:
<TABLE>
<S>                                                                                          <C>            <C>
                                                                                        September 30,      July 1,
                                                                                            2007            2007
                                                                                       ----------------  -----------
                                                                                                (in thousands)

           Term loan                                                                      $74,375         $76,500
           Revolving line of credit                                                        40,000               -
           Commercial note                                                                  1,193           1,553
           Obligations under capital leases                                                    74              79
                                                                                       ----------------  -----------
                                                                                            115,642          78,132
           Less current maturities of long-term debt and obligations under
            capital leases                                                                   50,829          10,132
                                                                                       ----------------  -----------
                                                                                            $64,813         $68,000
                                                                                       ================  ===========
</TABLE>
In order to finance the acquisition of Fannie May  Confections,  on May 1, 2006,
the Company  entered into a secured  credit  facility with JPMorgan  Chase Bank,
N.A.,  as  administrative  agent,  and a group  of  lenders  (the  "2006  Credit
Facility").  The 2006 Credit Facility  includes an $85.0 million term loan and a
$50.0 million  revolving  facility,  (which was subsequently  increased to $75.0
million effective October 23, 2007), which bear interest at LIBOR plus 0.625% to
1.125%,  with pricing based upon the Company's  leverage ratio. At closing,  the
Company  borrowed  $85.0  million of the term  facility  to  acquire  all of the
outstanding capital stock of Fannie May Confections.  The Company is required to
pay the outstanding  term loan in escalating  quarterly  installments,  with the
final  installment  payment due on May 1, 2012.  As of September  30, 2007,  the
Company had $40.0  million  outstanding  under its  revolving  credit  facility,
bearing interest at a rate of 5.5%.

Note 8 - 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  ended  September  30,  2007 was  39.5%,  compared  to 39.6%  during  the
comparative three months ended October 1, 2006. The Company's effective tax rate
for the three months ended  September 30, 2007 and October 1, 2006 differed from
the U.S.  federal  statutory  rate of 35%  primarily  due to state income taxes,
partially offset by various tax credits.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty  in Income Taxes - an  interpretation  of FASB Statement No. 109, or
FIN 48, on July 2, 2007. The Company did not have any  significant  unrecognized
tax  benefits  and there was no material  effect on its  financial  condition or
results of operations as a result of implementing FIN 48.

The  Company  files  income tax  returns in the U.S.  federal  jurisdiction  and
various state  jurisdictions.  The tax years that remain  subject to examination
are fiscal 2003 through  fiscal 2006. The Company does not believe there will be
any material  changes in its  unrecognized  tax  positions  over the next twelve
months.

The  Company's  policy is to  recognize  interest and  penalties  accrued on any
unrecognized  tax benefits as a component of income tax expense.  As of the date
of  adoption  of FIN 48,  the  Company  did not have  any  accrued  interest  or
penalties  associated with any unrecognized  tax benefits,  nor was any interest
expense recognized during the quarter.


                                       9
<PAGE>
                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

Note 9 - Business Segments

The Company's management reviews the results of the Company's operations  by the
following four business categories:

    o   1-800-Flowers.com Consumer Floral;
    o   BloomNet Wire Service;
    o   Gourmet Food and Gift Baskets; and
    o   Home and Children's Gifts.

Category  performance is measured based on contribution  margin,  which includes
only the direct  controllable  revenue and operating expenses of the categories.
As such,  management's  measure of  profitability  for these categories does not
include the effect of  corporate  overhead  (see (*) below),  which are operated
under a centralized  management  platform,  providing  services  throughout  the
organization,  nor does it include  stock-based  compensation,  depreciation and
amortization,  other income (net), and income taxes.  Assets and liabilities are
reviewed  at the  consolidated  level by  management  and not  accounted  for by
category.
<TABLE>
<S>                                                            <C>            <C>
                                                              Three Months Ended
                                                         ------------------------------
                                                          September 30,     October 1,
         Net revenues                                        2007             2006
                                                         --------------- --------------
                                                                In thousands

         Net revenues:
             1-800-Flowers.com Consumer Floral                $87,599        $82,668
             BloomNet Wire Service                              9,891          7,166
             Gourmet Food & Gift Baskets                       23,162         22,224
             Home & Children's Gifts                           24,735         24,867
             Corporate (*)                                      1,125            915
             Intercompany eliminations                           (702)          (708)
                                                         --------------- --------------
         Total net revenues                                  $145,810       $137,132
                                                         =============== ==============

                                                              Three Months Ended
                                                         ------------------------------
                                                          September 30,    October 1,
         Operating Loss                                      2007            2006
                                                         --------------- --------------
                                                                In thousands

         Category Contribution Margin:
             1-800-Flowers.com Consumer Floral                $11,945         $7,870
             BloomNet Wire Service                              2,564          1,702
             Gourmet Food & Gift Baskets                       (1,855)        (1,574)
             Home & Children's Gifts                           (2,296)        (1,878)
                                                         --------------- --------------
         Category Contribution Margin Subtotal                 10,358          6,120
             Corporate (*)                                    (13,709)       (12,180)
             Depreciation and amortization                     (4,870)        (4,744)
                                                         --------------- --------------
         Operating loss                                        (8,221)       (10,804)
                                                         =============== ==============
</TABLE>
(*)  Corporate expenses consist of the Company's  enterprise shared service cost
     centers,  and  include,  among  others,   Information   Technology,   Human
     Resources,  Accounting and Finance,  Legal,  Executive and Customer Service
     Center functions, as well as Stock-Based Compensation. In order to leverage
     the  Company's  infrastructure,   these  functions  are  operated  under  a
     centralized management platform,  providing support services throughout the
     organization.  The  costs  of  these  functions,  other  than  those of the
     Customer  Service  Center  which  are  allocated   directly  to  the  above
     categories  based upon usage, are included within  corporate  expenses,  as
     they are not directly allocable to a specific category.

Note 10 - 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.

                                       10
<PAGE>

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

Forward Looking Statements

The section entitled  "Forward  Looking  Information and Factors that May Affect
Future  Results,"  provides a description  of the risks and  uncertainties  that
could  cause  actual  results  to differ  materially  from  those  discussed  in
forward-looking  statements  set forth in this report  relating to the financial
results,  operations and business prospects of the Company. Such forward-looking
statements are based on management's  current  expectations about future events,
which are inherently susceptible to uncertainty and changes in circumstances.

Overview

For more than 30 years,  1-800-FLOWERS.COM  Inc. - "Your Florist of Choice(R)" -
has been  providing  customers  around the world with the  freshest  flowers and
finest selection of plants, gift baskets,  gourmet foods,  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 overnight "Fresh From Our Growers(sm)."

Customers  can  "call,  click  or  come  in" to shop  1-800-FLOWERS.COM  24/7 at
1-800-356-9377 or  www.1800flowers.com.  As always, 100 percent satisfaction and
freshness  are  guaranteed.  The  1-800-FLOWERS.COM  collection  of brands  also
includes home decor and children's  gifts from Plow & Hearth(R)  (1-800-627-1712
or   www.plowandhearth.com),   Wind   &   Weather(R)   (www.windandweather.com),
HearthSong(R)  (www.hearthsong.com)  and  Magic  Cabin(R)  (www.magiccabin.com);
gourmet gifts including 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);   premium
chocolates   and   confections    from   Fannie   May   Confections    Brands(R)
(www.fanniemay.com and www.harrylondon.com); gourmet foods from GreatFood.com(R)
(www.greatfood.com);   wine  gifts  from  Ambrosia(R)  (www.ambrosia.com);  gift
baskets  from  1-800-BASKETS.COM(R)  (www.1800baskets.com)  and the  BloomNet(R)
international  floral wire service,  which provides quality products and diverse
services to a select network of florists.

1-800-FLOWERS.COM, Inc. stock is traded on the NASDAQ Global Select Market under
ticker symbol FLWS.
















                                       11

<PAGE>
Category Information

During the first quarter of fiscal 2007, the Company segmented its organization
to improve execution and customer focus and to align its resources to meet the
demands of the markets it serves. The following table presents the contribution
of net revenues, gross profit and category contribution margin or category
"EBITDA" (earnings before interest, taxes, depreciation and amortization) from
each of the Company's business categories.
<TABLE>
<S>                                                    <C>              <C>               <C>
                                                                      Three Months Ended
                                                      ------------------------------------------------
            Net Revenues                               September 30,       October 1,
                                                          2007               2006           % Change
                                                      ---------------- ---------------- --------------
                                                                         (in thousands)
            Net revenues:
                1-800-Flowers.com Consumer Floral         $87,599          $82,668             6.0%
                BloomNet Wire Service                       9,891            7,166            38.0%
                Gourmet Food & Gift Baskets                23,162           22,224             4.2%
                Home & Children's Gifts                    24,735           24,867            (0.5%)
                Corporate (*)                               1,125              915            23.0%
                Intercompany eliminations                    (702)            (708)            0.8%
                                                      ---------------- ----------------
            Total net revenues                           $145,810         $137,132             6.3%
                                                      ================ ================


                                                                      Three Months Ended
                                                      ------------------------------------------------
            Gross Profit                               September 30,       October 1,
                                                          2007               2006           % Change
                                                      ---------------- ---------------- --------------
                                                                         (in thousands)
            Gross Profit:
                1-800-Flowers.com Consumer Floral         $34,096          $31,451             8.4%
                                                             38.9%            38.0%

                BloomNet Wire Service                       5,609            4,100            36.8%
                                                             56.7%            57.2%

                Gourmet Food & Gift Baskets                 9,483            8,519            11.3%
                                                             40.9%            38.3%

                Home & Children's Gifts                    10,206           10,342            (1.3%)
                                                             41.3%            41.6%

                Corporate (*)                                 507              446            13.7%
                                                             45.1%            48.7%

                Intercompany eliminations                     (20)             (44)           54.5%
                                                      ---------------- ----------------
            Total gross profit                            $59,881          $54,814             9.2%
                                                      ================ ================
                                                             41.1%            40.0%
                                                      ================ ================


                                                                      Three Months Ended
                                                      ------------------------------------------------
            EBITDA**                                   September 30,       October 1,
                                                          2007               2006           % Change
                                                      ---------------- ---------------- --------------
                                                                         (in thousands)
            Category Contribution Margin:
                1-800-Flowers.com Consumer Floral         $11,945           $7,870            51.8%
                BloomNet Wire Service                       2,564            1,702            50.6%
                Gourmet Food & Gift Baskets                (1,855)          (1,574)          (17.9%)
                Home & Children's Gifts                    (2,296)          (1,878)          (22.3%)
                                                      ---------------- ----------------
            Category Contribution Margin Subtotal          10,358            6,120            69.2%
                Corporate (*)                             (13,709)         (12,180)          (12.6%)
                                                      ---------------- ----------------
            EBITDA                                        ($3,351)         ($6,060)           44.7%
                                                      ================ ================
</TABLE>

                                       12
<PAGE>
(*)  Corporate expenses consist of the Company's  enterprise shared service cost
     centers,  and include,  among other items,  Information  Technology,  Human
     Resources,  Accounting and Finance,  Legal,  Executive and Customer Service
     Center functions, as well as Stock-Based Compensation. In order to leverage
     the  Company's  infrastructure,   these  functions  are  operated  under  a
     centralized management platform,  providing support services throughout the
     organization.  The  costs  of  these  functions,  other  than  those of the
     Customer  Service  Center,  which  are  allocated  directly  to  the  above
     categories based upon usage, are included within corporate expenses as they
     are not directly allocable to a specific category.

(**) Performance is measured based on category  contribution  margin or category
     EBITDA,  reflecting  only the direct  controllable  revenue  and  operating
     expenses of the categories.  As such, management's measure of profitability
     for these  categories  does not include the effect of  corporate  overhead,
     described above, nor does it include  depreciation and amortization,  other
     income (net), and income taxes. Management utilizes EBITDA as a performance
     measurement  tool  because  it  considers  such  information  a  meaningful
     supplemental  measure of its performance and believes it is frequently used
     by the investment  community in the evaluation of companies with comparable
     market  capitalization.  The Company also uses EBITDA as one of the factors
     used to determine  the total  amount of bonuses  available to be awarded to
     executive officers and other employees. The Company's credit agreement uses
     EBITDA (with additional  adjustments) to measure  compliance with covenants
     such as interest  coverage and debt incurrence.  EBITDA is also used by the
     Company to evaluate and price potential acquisition candidates.  EBITDA has
     limitations  as an  analytical  tool,  and  should  not  be  considered  in
     isolation  or as a  substitute  for  analysis of the  Company's  results as
     reported  under GAAP.  Some of these  limitations  are: (a) EBITDA does not
     reflect changes in, or cash requirements for, the Company's working capital
     needs; (b) EBITDA does not reflect the significant interest expense, or the
     cash requirements  necessary to service interest or principal payments,  on
     the Company's  debts;  and (c) although  depreciation  and amortization are
     non-cash charges, the assets being depreciated and amortized may have to be
     replaced in the future,  and EBITDA does not reflect any cash  requirements
     for such capital expenditures.  Because of these limitations, EBITDA should
     only be used on a  supplemental  basis  combined  with  GAAP  results  when
     evaluating the Company's performance.

Reconciliation of Net Loss to EBITDA:
<TABLE>
<S>                                                      <C>                 <C>
                                                            Three Months Ended
                                                      ------------------------------
                                                        September 30,    October 1,
                                                           2007             2006
                                                      -------------- ---------------

         Net loss                                         ($5,790)       ($7,419)
         Add:
          Interest expense                                  1,545          1,828
          Depreciation and amortization                     4,870          4,744

         Less:
          Interest income                                     178            337
          Other income                                         18             11
          Income tax benefit                                3,780          4,865
                                                      -------------- ---------------
         EBITDA                                           ($3,351)       ($6,060)
                                                      ============== ===============
</TABLE>

Results of Operations

Net Revenues
<TABLE>
<S>                                              <C>           <C>               <C>
                                                        Three Months Ended
                                             -------------------------------------------
                                              September 30,    October 1,
                                                 2007             2006       % Change
                                             -------------- -------------- -------------
                                                           (in thousands)
        Net revenues:
         E-commerce                             $114,503        $109,259         4.8%
         Other                                    31,307          27,873        12.3%
                                             -------------- --------------
        Total net revenues                      $145,810        $137,132         6.3%
                                             ============== ==============
</TABLE>
The Company's revenue growth of 6.3% during the three months ended September 30,
2007  resulted  primarily  from growth  within the  Company's  1-800-Flowers.com
Consumer Floral and BloomNet Wire Service  businesses,  which increased 6.0% and
                                       13
<PAGE>
38.0%,  respectively.  Excluding the Home and Children's  Gift  category,  total
revenue  growth  during the three  months  ended  September  30,  2007 was 8.0%,
reflecting:  (i) the Company's  strong brand name  recognition,  (ii)  continued
leveraging of its existing  customer base, and (iii) cost effective  spending on
its marketing and selling programs.

The Company  fulfilled  approximately  1,654,200  orders  through its E-commerce
sales  channels  (online and  telephonic  sales)  during the three  months ended
September  30,  2007,  an  increase  of 1.1% over the  prior  year  period.  The
Company's E-commerce average order value of $67.84 during the three months ended
September 30, 2007, increased 2.8% over the prior year period,  primarily from a
combination  of product mix and pricing  initiatives.  Other  revenues,  for the
three  months ended  September  30, 2007,  increased in  comparison  to the same
period of the prior  year,  primarily  as a result of the  continued  membership
growth and expanded  product and service  offerings from the Company's  BloomNet
Wire Service category as well as increased retail/wholesale revenues from Fannie
May Confections Brands, Inc.

The 1-800-Flowers.com  Consumer Floral category includes the 1-800-Flowers brand
operations  which  derives  revenue  from the sale of consumer  floral  products
through  its  E-Commerce  sales  channels  (telephonic  and  online  sales)  and
company-owned  and operated retail floral stores,  as well as royalties from its
franchise  operations.  Net revenues during the three months ended September 30,
2007 increased by 6.0% over the prior year period,  primarily from a combination
of increased  average  order value and order volumes from its  E-commerce  sales
channel  (which grew at a rate of 7.2%),  offset in part by lower  retail  sales
from its company-owned  floral stores due to the continued transition of Company
stores to franchise ownership.

The BloomNet Wire Service  category  includes  revenues from  membership fees as
well as other product and service offerings to florists. Net revenues during the
three months  ended  September  30, 2007  increased by 38.0% over the prior year
period, primarily as a result of increased florist membership,  expanded product
and service offerings,  pricing  initiatives and a growing volume of orders sent
between florists.

The Gourmet Food & Gift Basket category  includes the operations of the Cheryl &
Co., Fannie May  Confections,  The Popcorn  Factory and The Winetasting  Network
brands.  Revenue is  derived  from the sale of  cookies,  baked  gifts,  premium
chocolates  and  confections,   gourmet  popcorn  and  wine  gifts  through  its
E-commerce sales channels  (telephonic and online sales) and  company-owned  and
operated retail stores under the Cheryl & Co. and Fannie May brands,  as well as
wholesale  operations.  Net revenue during the three months ended  September 30,
2007  increased by 4.2% over the prior year  period,  reflecting  the  Company's
seasonally slower summer months.

The Home & Children's Gifts category includes revenues from Plow & Hearth,  Wind
& Weather,  HearthSong and Magic Cabin brands.  Revenue is derived from the sale
of home  decor and  children's  gifts  through  its  E-commerce  sales  channels
(telephonic and online sales) or company-owned  and operated retail stores under
the Plow & Hearth brand. Net revenue during the three months ended September 30,
2007 was consistent  with the prior year period,  and is expected to remain flat
for the balance of the fiscal year.  As a result of the poor results  during the
second  quarter of fiscal  2007,  the Company  announced a planned  reduction in
investment spending in this category, and as a result,  beginning with the third
quarter of fiscal 2007,  management  implemented  several changes to improve the
performance  within this category:  (i)  discontinued  such as Madison Place and
Problem  Solvers,  (ii)  strengthened  the management  team,  (iii) improved the
creative  look and feel of the catalogs and (iv) reduced the  circulation  plans
for all titles to place more focus on the category's existing customer base.

Over the past  several  years,  through a  combination  of organic  efforts  and
strategic acquisitions,  the Company has rapidly grown its revenues, achieving a
solid base of business which is approaching $1 billion.  The Company anticipates
that its revenue growth for fiscal 2008 will be in the range of 7-9 percent,  as
strong revenue growth in the Company's key business  categories of 1-800-Flowers
Consumer Floral, BloomNet Wire Service and  Gourmet Food & Gift Baskets  offsets
the lower  revenue  contribution  expected  from its Home and  Children's  Gifts
category.

Gross Profit

                                               Three Months Ended
                                  ---------------------------------------------
                                    September 30,    October 1,
                                        2007            2006         % Change
                                  --------------  --------------- -------------
                                                (In thousands)

             Gross profit             $59,881         $54,814         9.2%
             Gross margin %              41.1%           40.0%

Gross profit  increased  during the three months ended  September  30, 2007,  in
comparison  to the same period of the prior year,  primarily  as a result of the
revenue  growth  described  above,  as  well  as an  increase  in  gross  margin
percentage.  Gross margin percentage  increased 110 basis points to 41.1% during
the three  months  ended  September  30,  2007,  as a result of product  mix and
pricing  initiatives,  as well as continued  improvements  in customer  service,
fulfillment,  including  improved  outbound  shipping rates,  and  merchandising
programs.
                                       14
<PAGE>
The 1-800-Flowers.com Consumer Floral category gross profit for the three months
ended  September  30,  2007  increased  by 8.4% over the prior year  period as a
result of the aforementioned  increase in net revenues,  as well as improvements
in sourcing,  fulfillment logistics,  including reduced outbound shipping rates,
and  pricing  initiatives,  which  resulted  in  an  increase  in  gross  margin
percentage of 90 basis points to 38.9%,  during the three months ended September
30, 2007.

The  BloomNet  Wire  Service  category  gross  profit for the three months ended
September 30, 2007  increased by 36.8% over the prior year period as a result of
increases  in florist  membership,  product  and service  offerings  and pricing
initiatives.  Gross margin percentage  decreased 50 basis points to 56.7% during
the three months ended  September 30, 2007,  primarily as a result of sales mix,
impacted by increased revenue related to a growing volume of orders sent between
florists which bear lower margins, but support membership growth.

The Gourmet Food & Gift Basket  category gross profit for the three months ended
September 30, 2007  increased by 11.3% over the prior year period as a result of
the  aforementioned  increased  revenue  as well  as an  improved  gross  margin
percentage.  The gross margin percentage  increased by 260 basis points to 40.9%
during the three months ended  September 30, 2007,  driven  primarily by reduced
manufacturing costs and improved product sourcing, as well as sales mix.

The Home &  Children's  Gift  category  gross  profit for the three months ended
September  30, 2007  decreased by 1.3% over the prior year period as a result of
the lower gross margin percentage,  which declined 30 basis points to 41.3%, due
to sales mix.

During the remainder of fiscal 2008,  the Company  expects that its gross margin
percentage will improve, although varying by quarter due to seasonal  changes in
product  mix,  primarily  through:  (i)  growth of its  higher  margin  business
categories  including  Gourmet Food and Gift Baskets and BloomNet  Wire Service,
(ii) improved product sourcing,  new product development and process improvement
initiatives  implemented  during the second half of fiscal  2007,  and (iii) the
continued improved performance of the Consumer Floral category.


Marketing and Sales Expense

                                                Three Months Ended
                                   ---------------------------------------------
                                   September 30,      October 1,
                                      2007               2006         % Change
                                  ------------------ ---------------  ----------
                                                   (In thousands)

        Marketing and sales            $42,779             $42,370        1.0%
        Percentage of net revenues        29.3%               30.9%


During the three months ended  September 30, 2007,  marketing and sales expenses
decreased  from  30.9%  of net revenues  to 29.3%  of net  revenues,  reflecting
improved  operating leverage from a number of cost-saving  initiatives,  such as
catalog printing and e-mail pricing  improvements,  as well as the impact of the
growth of the Company's BloomNet category. Marketing and sales expense increased
slightly  over the  prior  year  period,  by 1.0%,  as a result  of  incremental
variable  costs to  accommodate  higher sales  volumes.  During the three months
ended September 30, 2007, the Company added approximately 506,000 new e-commerce
customers.  As a result of the Company's  effective  customer retention efforts,
approximately  822,000 existing  customers placed  e-commerce  orders during the
three months ended September 30, 2007, representing an increase of 3.1% over the
same period of the prior  year.  Of the  1,328,000  total  customers  who placed
e-commerce   orders   during  the  three  months  ended   September   30,  2007,
approximately  61.9% were repeat  customers,  compared to 59.3% during the prior
year,  reflecting the Company's ongoing focus on deepening the relationship with
its existing customers as their trusted source for gifts and services for all of
their celebratory occasions.

During  fiscal  2008,  the  Company  is  focused on  continuing  to improve  its
operating expense ratio through a number of cost saving  initiatives,  including
catalog  printing and e-mail  pricing  improvements,  as well as a review of the
type, quantity and effectiveness of its marketing  programs.  In addition to the
improved  operating  results  expected  now that the Company has  completed  the
investment  phase of its BloomNet  florist  business,  the Company  expects that
marketing  and sales  expense,  as a  percentage  of revenue,  will  continue to
decrease in comparison to the prior year.

                                       15
<PAGE>
Technology and Development Expense

                                                Three Months Ended
                                   ---------------------------------------------
                                    September 30,    October 1,
                                       2007            2006         % Change
                                   -------------- --------------- --------------
                                                   (In thousands)

        Technology and development      $5,235          $5,161           1.4%
        Percentage of net revenues         3.6%            3.8%

During the three months ended  September 30, 2007,  technology  and  development
expense  decreased  to  3.6%  of  net  revenue,  reflecting  improved  operating
leverage,  but  increased  over the  prior  year  period  by 1.4% as a result of
increased  cost of  hosting,  maintenance  and  license  agreements  required to
support  the  Company's  technology  platform.  During  the three  months  ended
September  30,  2007,  the  Company  expended  $8.4  million on  technology  and
development, of which $3.2 million has been capitalized.

While  the  Company  believes  that  continued   investment  in  technology  and
development  is critical to  attaining  its  strategic  objectives,  the Company
expects  that  its  spending  for the  remainder  of  fiscal  2008  will  remain
consistent as a percentage of net revenues in comparison to the prior year.

General and Administrative Expense

                                                Three Months Ended
                                   ---------------------------------------------
                                    September 30,    October 1,
                                       2007            2006          % Change
                                   -------------- --------------- --------------
                                                  (In thousands)

        General and administrative     $15,218          $13,343       14.1%
        Percentage of net revenues        10.4%             9.7%


General and administrative expense increased 14.1% during the three months ended
September 30, 2007,  and by 70 basis points of net revenues in comparison to the
prior year  period,  primarily as a result of  increased  professional  fees and
corporate initiatives. The benefit of these increased costs are reflected in the
improvements  in the  Company's  gross profit  margin and  marketing and selling
expense ratios, in comparison to the same period of the prior year.

The Company believes that its current general and administrative  infrastructure
is sufficient to support existing requirements and drive operating leverage, and
as a result the Company expects that its general and administrative  expenses as
a  percentage  of net  revenue  during  the  remainder  of  fiscal  2008 will be
consistent with the prior year period.

Depreciation and Amortization Expense

                                                   Three Months Ended
                                      ------------------------------------------
                                       September 30,   October 1,
                                           2007           2006         % Change
                                      -------------- --------------- -----------
                                                  (In thousands)

       Depreciation and amortization     $4,870         $4,744          2.7%
       Percentage of net revenues           3.3%           3.5%


Depreciation and amortization expense, as a percentage of net revenue, decreased
by 20 basis points in  comparison  to the prior year period,  as a result of the
Company's   ability  to  leverage   its  existing   technology   infrastructure.
Depreciation  and  amortization  expense  increased 2.7% during the three months
ended  September 30, 2007, as a result of the completion of technology  projects
designed to provide improved order/warehouse management functionality across the
enterprise.

The Company believes that continued investment in its infrastructure,  primarily
in the areas of technology  and  development,  including the  improvement of its
technology  platforms are critical to attaining its strategic  objectives.  As a
result  of  these  improvements,  the  Company  expects  that  depreciation  and
amortization  for the  remainder  of fiscal  2008 will  remain  consistent  as a
percentage of net revenues in comparison to the prior year.

                                       16
<PAGE>
Other Income (Expense)

                                                Three Months Ended
                                      ------------------------------------------
                                       September 30,   October 1,
                                           2007           2006        % Change
                                      -------------- -------------- ------------
                                                  (In thousands)

        Interest income                    $178           $337        (47.2%)
        Interest expense                 (1,545)        (1,828)        15.5%
        Other                                18             11         63.6%
                                      -------------- --------------
                                        ($1,349)       ($1,480)         8.9%
                                      ============== ==============

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  long-term debt, and revolving line of
credit. In order to finance the acquisition of Fannie May Confections Brands, on
May 1, 2006, the Company  entered into a $135.0 million  secured credit facility
with JPMorgan Chase Bank, N.A., as administrative  agent, and a group of lenders
(the "2006 Credit  Facility").  The 2006 Credit Facility,  as amended on October
23,  2007,  includes an $85.0  million term loan and a $75.0  million  revolving
facility, which bear interest at LIBOR plus 0.625% to 1.125%, with pricing based
upon the  Company's  leverage  ratio.  At closing,  the Company  borrowed  $85.0
million of the term facility to acquire all of the outstanding  capital stock of
Fannie May  Confections  Brands,  Inc. As of September 30, 2007, the outstanding
balances on the term loan  and  revolving  credit line under the Company's  2006
Credit  Facility  was  $74.4  million  and  $40.0  million,   respectively.  The
outstanding  balance on the Company's  credit line was used to fund working
capital needs in preparation for the upcoming holiday season.

The increase in other income  (expense)  during the three months ended September
30, 2007,  in  comparison  to the prior year period was  primarily the result of
lower interest  expense on the Company's  2006 Credit  Facility due to a reduced
outstanding  balance  on the  Company's  term loan as a result of the  scheduled
repayments,  and a reduction in rates,  offset in part by lower interest income,
resulting from a decrease in average cash balances and rates.

Income Taxes

On July 2, 2007,  the  Company  adopted  Financial  Accounting  Standards  Board
Interpretation  No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes  - an
interpretation  of FASB  Statement  No.  109"  (FIN  48).  FIN 48  prescribes  a
"more-likely-than-not"  threshold for the recognition and  derecognition  of tax
positions,  providing  guidance on the  accounting  for interest  and  penalties
relating to tax positions and requires  that the  cumulative  effect of applying
the  provisions  of FIN 48 shall be  reported  as an  adjustment  to the opening
balance sheet of retained earnings or other appropriate  components of equity or
net assets in the statement of financial position.  The Company did not have any
significant  unrecognized  tax benefits and there was no material  effect on our
financial condition or results of operations as a result of implementing FIN 48.
See Note 7, "Income Taxes," for additional information relating to the Company's
implementation of FIN 48.

During the three  months  ended  September  30,  2007 and  October 1, 2006,  the
Company  recorded  an income  tax  benefit  of $3.8  million  and $4.9  million,
respectively.  The  Company's  effective  tax rate for the  three  months  ended
September  30, 2007 and October 1, 2006 was 39.5% and 39.6%,  respectively.  The
Company's  effective tax rate for the three months ended  September 30, 2007 and
October 1, 2006 differed from the U.S.  federal  statutory rate of 35% primarily
due to state income taxes, partially offset by various tax credits.

Liquidity and Capital Resources

At  September  30,  2007,  the  Company had  working  capital of $45.7  million,
including cash and  equivalents of $3.8 million,  compared to working capital of
$51.4 million, including cash and equivalents of $16.1 million, at July 1, 2007.

Net cash used in  operating  activities  of $42.0  million for the three  months
ended October 1, 2006 was primarily  attributable  to the Company's net loss and
seasonal  changes  in  working  capital,   including   increases  in  inventory,
receivables and prepaids,  consisting  primarily of prepaid  catalog  production
costs,  as well as lower accounts  payable and accrued  expenses due to payments
related to the Company's fiscal 2007  performance-based  bonuses.

Net cash used in investing activities of $8.7 million for the three months ended
September 30, 2007 was primarily attributable to capital expenditures related to
the Company's technology and distribution infrastructure and to the payment of a
$4.4 million "earn-out" incentive,  for financial targets achieved during fiscal
2007, related to the acquisition of Fannie May Confections Brands, Inc.

Net cash provided by financing  activities of $38.4 million for the three months
ended  September  30, 2007  was  primarily  from  bank  borrowings  used to fund

                                       17
<PAGE>
seasonal operating losses and working capital requirements, net of the repayment
of bank borrowings on outstanding debt and long-term capital lease obligations.

On May 1,  2006,  the  Company  entered  into a $135.0  million  secured  credit
facility with JPMorgan Chase Bank, N.A., as administrative agent, and a group of
lenders (the "2006 Credit  Facility").  The 2006 Credit Facility,  as amended on
October  23,  2007,  includes  an $85.0  million  term loan and a $75.0  million
revolving credit  facility,  which bear interest at LIBOR plus 0.625% to 1.125%,
with pricing based upon the Company's  leverage ratio.  At closing,  the Company
borrowed  $85.0 million of the term  facility to acquire all of the  outstanding
capital stock of Fannie May Confections  Brands, Inc. The Company is required to
pay the  outstanding  term  loan  in  quarterly  installments,  with  the  final
installment  payment  due on May 1,  2012.  The 2006  Credit  Facility  contains
various  conditions  to  borrowing,   and  affirmative  and  negative  financial
covenants.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities.  However,  due to the Company's  continued expansion into non-floral
products,  including the  acquisition of Fannie May  Confections  Brands,  as of
September 30, 2007, the Company had borrowed  $40.0 million  against its line of
credit to fund working capital  requirements,  which have increased  during this
time period as a result of increased  inventory  and  pre-holiday  manufacturing
requirements.  The Company expects to increase its level of borrowing during its
fiscal  second  quarter,  but also  expects that all such amounts will be repaid
prior to the end of the quarter.

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 September 30, 2007, the
Company had  repurchased  1,538,286  shares of common  stock for $11.3  million,
excluding the December 28, 2006  repurchase of 3,010,740  shares of common stock
from an affiliate.  The purchase price was $15,689,000,  or $5.21 per share. The
repurchase was approved by the  disinterested  members of the Company's Board of
Directors  and  is in  addition  to  the  Company's  existing  stock  repurchase
authorization  of $20.0 million,  of which $8.7 million  remains  authorized but
unused.

At September 30, 2007, the Company's contractual obligations consist of:
<TABLE>
<S>                                          <C>             <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, including interest          128,934          55,390            32,861          40,683                     -
Capital lease obligations                        89              35                25              25                     4
Operating lease obligations                  65 947           8,182            16,436          13,182                28,147
Sublease obligations                          5,656           1,755             2,720             927                   254
Purchase commitments (*)                     34,305          34,305                 -               -                     -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                  234,931          99,667            52,042          54,817                28,405
                                        ===========    ===============    ============   =============     ================
</TABLE>
(*) Purchase commitments  consist  primarily  of  inventory, equipment  purchase
orders and online  marketing agreements made in the ordinary course of business.

Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial  position and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc.,  which  have been  prepared  in  accordance  with U.S.
generally  accepted  accounting  principles.  The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported  amount of assets,  liabilities,  revenue  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,  affect its more  significant  judgments  and  estimates  used in
preparation of its consolidated financial statements.
                                       18
<PAGE>
Revenue Recognition

Net revenues are generated by E-commerce  operations  from the Company's  online
and telephonic sales channels as well as other  operations  (retail/fulfillment)
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.  Shipping terms are FOB shipping  point.  Net
revenues  generated by the Company's  BloomNet Wire Service  operations  include
membership  fees as well as other  product and service  offerings  to  florists.
Membership fees are recognized  monthly in the period earned,  and product sales
are recognized upon shipment with shipping terms of FOB shipping point.

Accounts Receivable

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

Inventory

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

Goodwill and Other Intangible Assets

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

The Company performs an annual impairment test as of the first day of its fiscal
fourth  quarter,  or earlier if indicators  of potential  impairment  exist,  to
evaluate goodwill. Goodwill is considered impaired if the carrying amount of the
reporting unit exceeds its estimated fair value. In assessing the recoverability
of  goodwill,  the Company  reviews  both  quantitative  as well as  qualitative
factors to support its assumptions with regard to fair value. 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 is 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

SFAS No. 123R requires the measurement of stock-based compensation expense based
on the fair value of the award on the date of grant. The Company  determines the
fair value of stock  options  issued by using the  Black-Scholes  option-pricing
model. The Black-Scholes  option-pricing  model considers a range of assumptions
related to  volatility,  dividend  yield,  risk-free  interest rate and employee
exercise behavior.  Expected  volatilities are based on historical volatility of
the Company's stock price. The dividend yield is based on historical  experience
and future  expectations.  The  risk-free  interest  rate is derived from the US
Treasury  yield curve in effect at the time of grant.  The  Black-Scholes  model
also  incorporates  expected  forfeiture  rates,  based on historical  behavior.
Determining  these  assumptions  are  subjective and complex,  and therefore,  a
change in the  assumptions  utilized  could impact the  calculation  of the fair
value of the Company's stock options.

                                       19
<PAGE>
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 we will be able to generate
sufficient  future  taxable  income so that these assets will be  realized.  The
factors that we consider 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

On July 2, 2007,  the  Company  adopted  Financial  Accounting  Standards  Board
Interpretation  No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes  - an
interpretation  of FASB  Statement  No.  109"  (FIN  48).  FIN 48  prescribes  a
"more-likely-than-not"  threshold for the recognition and  derecognition  of tax
positions,  providing  guidance on the  accounting  for interest  and  penalties
relating to tax positions and requires  that the  cumulative  effect of applying
the  provisions  of FIN 48 shall be  reported  as an  adjustment  to the opening
balance sheet of retained earnings or other appropriate  components of equity or
net assets in the statement of financial position.  The Company did not have any
significant  unrecognized  tax benefits and there was no material  effect on our
financial condition or results of operations as a result of implementing FIN 48.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
Statement  defines fair value,  establishes a framework for measuring fair value
and expands  disclosure  about fair value  measurements,  and is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.  The  Company is  currently
evaluating  the effect  that the  adoption  of this  Statement  will have on its
consolidated results of operations and financial condition.


Forward Looking Information and Factors that May Affect Future Results


Our disclosure and analysis in this report contain  forward-looking  information
about the Company's  financial  results and estimates,  business  prospects that
involve  substantial  risks and  uncertainties.  From time to time,  we also may
provide oral or written forward-looking statements in other materials we release
to the  public.  Forward-looking  statements  give our current  expectations  or
forecasts of future events.  You can identify these  statements by the fact that
they do not relate strictly to historic or current facts. They use words such as
"will,"   "anticipate,"   "estimate,"  "expect,"  "project,"  "intend,"  "plan,"
"believe,"  "target," "forecast" and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance.  In
particular,   these  include  statements  relating  to  future  actions,  future
performance,  new products and product categories, the outcome of contingencies,
such as legal proceedings,  and financial results.  Among the factors that could
cause actual results to differ materially are the following:

     o   the Company's ability:
         o  to achieve revenue and profitability;
         o  to reduce costs and enhance its profit margins;
         o  to manage the increased seasonality of its business;
         o  to effectively integrate and grow acquired companies;
         o  to cost effectively acquire and retain customers;
         o  to compete against existing and new competitors;
         o  to manage expenses associated with sales and marketing and necessary
            general and administrative and technology investments;
         o  to cost efficiently manage inventories;
         o  to leverage its operating infrastructure;
     o   general consumer sentiment and economic conditions that may affect
         levels of discretionary customer purchases of the Company's products;
         and
     o   competition from existing and potential new competitors.

We  cannot  guarantee  that  any  forward-looking  statement  will be  realized,
although  we  believe  we  have  been  prudent  in our  plans  and  assumptions.
Achievement of future results is subject to risks,  uncertainties and inaccurate
assumptions.  Should known or unknown  risks or  uncertainties  materialize,  or
should  underlying  assumptions  prove  inaccurate,  actual  results  could vary
materially  from past results and those  anticipated,  estimated  or  projected.
Investors should bear this in mind as they consider forward-looking statements.

                                       20
<PAGE>
We  undertake  no  obligation  to publicly  update  forward-looking  statements,
whether as a result of new  information,  future  events or  otherwise.  You are
advised, however, to consult any further disclosures we make on related subjects
in our  Forms  10-Q,  8-K  and  10-K  reports  to the  Securities  and  Exchange
Commission. Our Annual Report on Form 10-K filing for the fiscal year ended July
1, 2007 listed  various  important  factors that could cause  actual  results to
differ materially from expected and historic results.  We note these factors for
investors as permitted by the Private Securities  Litigation Reform Act of 1995.
Readers  can find  them in Part I,  Item 1A, of that  filing  under the  heading
"Cautionary  Statements Under the Private  Securities  Litigation  Reform Act of
1995".  We  incorporate  that  section  of that  Form  10-K in this  filing  and
investors  should refer to it. You should  understand that it is not possible to
predict or identify all such factors.  Consequently, you should not consider any
such list to be a complete set of all potential risks or uncertainties.



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
money market  funds.  While the Company  currently  does not use  interest  rate
derivative  instruments to manage exposure to interest rate changes, in order to
finance the acquisition of Fannie May  Confections,  on May 1, 2006, the Company
entered  into a secured  credit  facility.  The credit  facility,  as amended on
October  23,  2007,  includes  an $85.0  million  term loan and a $75.0  million
revolving  facility,  which bear  interest at LIBOR plus 0.625% to 1.125%,  with
pricing based upon the Company's leverage ratio.

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  in  alerting  them in a timely  manner to  material  information
required to be disclosed in the Company's periodic reports filed with the SEC.

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 September 30, 2007 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.





                                       21
<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 1A.  RISK FACTORS.


There have been no material  changes from the risk factors  disclosed in Part 1,
Item 1, of the  Company's  Annual  Report on Form 10-K for the fiscal year ended
July 1, 2007.


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 three months of fiscal 2008 which includes the period
July 2, 2007 through September 30, 2007.
<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)

     7/2/07-7/29/07                       -                  $-                 -                  $8,711
    7/30/07-8/26/07                       -                  $-                 -                  $8,711
    8/27/07-9/30/07                     3.6              $11.55               3.6                  $8,669

                              ---------------   ----------------   ----------------
Total                                   3.6              $11.55               3.6
                              ===============   ================   ================
</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.  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.

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

         None.

ITEM 6.  EXHIBITS

            10.1    Revolving Credit Commitment Increase Dated October 23, 2007.

            10.2    Offer letter dated November 25, 2003 between Monica L. Woo
                    and the Company.

            10.3    Offer letter dated February 9, 2005 between the Company and
                    Timothy J. Hopkins.

            10.4    Offer letter dated February 21, 2007 between the Company and
                    Stephen Bozzo.


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

            32.1   Certifications pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                       22


<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 8, 2007                       /s/ James F. McCann
---------------------------                  -----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: November 8, 2007                       /s/ William E. Shea
---------------------------                  -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)







                                       23
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>hopkins.txt
<DESCRIPTION>EX-10.3
<TEXT>
Exhibit 10.3

February 9, 2005



Mr. Timothy J. Hopkins
15409 NE 153rd Street
Woodinville, WA 98072

Dear Tim:

It is my pleasure to extend an offer of  employment  to you for the  position of
President  of our  Specialty  Brands  Division,  reporting  to the  President of
1-800-Flowers.Com,  Inc. (the  "Company").  I believe and expect you will make a
significant contribution to the Company and its ongoing success.

Please note that in view of the  position  you will be holding with the Company,
your  employment  and the terms thereof are subject to the prior approval of the
Compensation Committee of the Board of Directors.

Our offer is as follows:

Title:            President of Specialty Brands

Duties:           You   will  perform  faithfully   and  diligently  the  duties
                  customarily performed by persons in the position for which you
                  are employed and such other duties as from time to time may be
                  prescribed  by the  Company's  Chief  Executive  Officer,  its
                  President, or the Board of Directors.

                  You  shall devote  your full  business time and efforts to the
                  rendition   of  services   and   performance  of   all  duties
                  contemplated   hereunder.  You   shall  at  all  times  be  in
                  compliance with, and ensure  that the Company is in compliance
                  with, any  and all  laws, rules and  regulations applicable to
                  the Company or its business.

Salary:           $13,461.00 biweekly.      ($350,000.00 annualized).

                  Once eligible, your  base salary will be reviewed on an annual
                  basis to  ascertain what merit increase, if any, will be given
                  based upon  your  performance and that of  the Company for the
                  prior fiscal  year.  As  you  are  starting with  us more than
                  halfway  through  the current  fiscal  year (FY'05)  then your
                  first review  will be  following the  end of fiscal year 2006,
                  which year ends on or about June 30, 2006.

Benefits:         You  will be  eligible to participate  in all  Company benefit
                  programs  subject  to   the  terms  of  each   plan.  You  may
                  participate in  Company medical,  dental, life insurance,  and
                  short  term and long term disability  commencing on  the first
                  day of employment. You will be eligible to  participate in the
                  Company 401(k) plan  after twelve  (12) months of service. You
                  will  be  eligible  for  three  (3)  weeks  vacation  accruing
                  pursuant to the Company's policy.

Bonus:            You will be eligible  to participate in  our Company's Sharing
                  Success  Program  with an annual  target bonus  of 50% of your
                  base compensation, of which 40% will be the cash component and
                  the remaining 10% paid  through restricted stock.  The plan is
                  performance  based  and  requires satisfactory  attainment  of
                  established  corporate and  your Division  performance  goals.
                  These goals will be set by  the President  of the  Company and
                  your bonus  will be tied 75%  to your  Division goals  and the
                  remaining 25% tied to the Company's performance. Our plan year
                  coincides with  our fiscal year; therefore, it begins on about
                  July  1  and ends  on  about  June 30.  Any  earned  bonus  is
                  generally paid out in approximately mid-September.

<PAGE>
                  Your  first  year  of  eligibility for  participation  in  the
                  Company's Sharing Success Program will be for fiscal year '06.
                  The  vesting on  any restricted  stock will be subject  to the
                  direction   of  the  Compensation  Committee.  Currently,  the
                  Sharing  Success  Program  provides that  any restricted stock
                  paid as part of the bonus compensation shall vest on the first
                  anniversary  of  the  grant date  with  an additional one year
                  "holding period" ("restriction") before any of such restricted
                  stock  can be  sold. Of course, to  be eligible for  any bonus
                  compensation  you must be employed by the Company  at the time
                  the compensation is paid.

                  For  the balance of this  current fiscal year '05, you will be
                  guaranteed  a  bonus  equal to  40% of your base compensation,
                  prorated  from  the  first  day  of  your employment  with the
                  Company until the end of the fiscal year.

Stock Options:    You will be  recommended  to the Compensation Committee of the
                  Board of Directors for inclusion in the  Company's  2003 Long
                  Term Incentive  and Share Award Plan (the  "Plan"). Subject to
                  the Committee's approval, your initial option award will be an
                  option to purchase 200,000 (Two hundred thousand)shares of the
                  Company's  Class A Common  Stock,  subject to the terms of the
                  Plan and the Stock Option  Agreement. These stock options will
                  vest  commencing  with 40% on  the second  anniversary  of the
                  grant,  then 20% for each subsequent  year you remain employed
                  by the Company  up to the fifth anniversary of the grant, when
                  they will be 100%  vested. The grant date  shall be your first
                  date of employment  with the Company.  The  exercise  price of
                  your initial award shall be the closing price of the Company's
                  Class  A  Common Stock  on the  day your employment commences.
                  Future  stock  options  awards  are  at the  discretion of the
                  Compensation Committee.

Restricted
Stock:            In addition, you will be  eligible to receive a one-time grant
                  of 12,500  shares of  restricted stock. These shares will vest
                  on a  four (4) year cliff-vesting  schedule meaning  that none
                  will vest until  the 4th anniversary of  your employment start
                  date when all will vest assuming you are still employed by the
                  Company at that time.

Relocation:       See the attached Relocation Agreement for specifics.

We are  committed  to  maintaining  a  competitive  position  in the  employment
marketplace.  However,  it is agreed that neither this offer of employment,  its
acceptance,  nor the maintenance of personnel policies,  procedures and benefits
creates a contract of  employment  or a guarantee of any length of employment or
specific benefits.  Your employment with the Company is "at-will",  meaning that
you retain the option, as does the Company,  to end your employment at any time,
for any reason or for no  reason.  In  addition,  this  offer of  employment  is
contingent upon the completion of satisfactory reference and background checks.

If, however,  you are terminated  during your  employment for death,  disability
(unable to perform your duties on a full time basis for two or more  consecutive
months or an aggregate of four months in any six month period),  resignation, or
Cause,  then you will be entitled to base salary through the date of termination
and any other amounts earned, accrued, due and owing, but not yet paid as of the
date of your death or termination  of  employment.  In the event that you resign
your position with the Company within the first 12 months of employment then you
shall reimburse the Company for all expenses paid for your relocation as further
set forth on the attachment hereto regarding relocation.

In the event that you are  terminated  without  Cause  (other than  resignation,
death,  or  disability),   or  terminated  at  your  own  initiative  due  to  a
Constructive  Termination  Without Cause, or terminated  without Cause after the
occurrence of a Change of Control, then you shall be entitled to:

        (a) an amount equal to your base salary through the date of termination,
        (b) any amounts, earned, accrued, due and owing, but not yet  paid as of
            the date of termination ,
        (c) a severance package equal to:

                                       2
<PAGE>
               (i)  your  then  base  compensation  for  a  period  of12  months
                    following termination of your employment with the Company or
                    until you find new employment, whichever event first occurs.
                    This  compensation  shall be paid out on a bi-weekly  basis.
                    You agree to actively  seek new  employment  in the event of
                    termination from the Company; and

               (ii) the ability to exercise any options for the allowable period
                    of time set forth in the Plan  that  fully  vested  prior to
                    your termination of employment,  except that in no event can
                    the vested  options be exercised past the life of the option
                    grant (for  example,  the options  granted under this letter
                    have a life of 10 years from date of the grant and that date
                    cannot be  extended).  The  ability  to sell any  restricted
                    shares  that  were  vested  prior  to  your  termination  of
                    employment  and provided any additional  restriction  period
                    has expired.

        (d) such other benefits, if any, as are payable to, or for your benefit,
            as of the date of your termination in accordance with the applicable
            plans and programs of the Company.

For the  purposes  of the  letter,  "Cause"  is  defined  as:  (a)  you  fail to
substantially  perform  the  duties and  responsibilities  of your  position  as
President of Specialty  Brands or to comply in all  material  respects  with the
material  policies  or  directives  of  the  Company,  which  failure  continues
unremedied  for a period of  fourteen  (14) days after  your  receipt of written
notice from the Company, specifying the nature of the failure; (b) you engage in
any conduct  which is unethical,  illegal,  involves  misappropriation  of trade
secrets, fraud, embezzlement, dishonesty, disloyalty, breach of a fiduciary duty
or which  otherwise  brings  notoriety  to the  Company  or which has an adverse
affect on the name or public image or reputation of the Company;  (c) you engage
in conduct that is in bad faith and/or injurious to the Company as determined in
good faith by the  Company;  (d) you  willfully  fail to  implement  or follow a
reasonable  and  lawful  policy or  directive  of the  Company ; (e) you (i) are
declared of unsound  mind by an order of court,  (ii) are  convicted of or plead
guilty or nolo  contendere to a crime, or (iii)  fraudulently  or  intentionally
commit an act which is  detrimental  to the  Company;  or (f) your breach of any
material  provisions of this letter or any other agreement you may have with the
Company, including, without limitation, any agreement referred to herein.

For purposes of this letter, "Constructive Termination Without Cause" shall mean
a  termination  of  your  employment  at  your  own  initiative   following  the
occurrence, without your prior written consent, of any of the following events:

     (i)   any action by the Company  which  results  in a  material  change and
           diminution in your authority and duties as the President of Specialty
           Brands of the Company and which is not cured by the Company within 30
           days  following its receipt of written  notice from you specifying in
           detail  the  reasons  why  you  believe  there  has  been a  material
           diminution in your authority and duties as the President of Specialty
           Brands of the Company.

     (ii)  failure  by the Company  to make  any  undisputed  payments  due you,
           provided they have not timely paid any such payments due you within 7
           business  days after receipt from you of a written  notice specifying
           the  payment  then  allegedly  due and owing;  or

     (iii) change in the location of the Company's  headquarters  to a new venue
           outside of the  greater  New York  metropolitan  area and which would
           require a complete geographical relocation on your part.

For  purposes  of this  letter,  a  "Change  of  Control"  means  (i) a  merger,
consolidation or reorganization approved by the Company's  shareholders,  unless
securities  representing  50% or more of the total combined  voting power of the
voting securities of the successor corporation are thereafter owned, directly or
indirectly, by the McCann Family (Jim McCann, Chris McCann, and their respective
families and affiliates) or (ii) an acquisition by an  unaffiliated  third party
of more that 50% of the votes  attributable to all the voting  securities of the
Company's  voting  securities  (currently  Class A and  Class B  common  stock);
provided  any such event  results in a material  change and  diminution  in your
authority  and duties as the  President of  Specialty  Brands of the Company and
which  change and  diminution  are not cured  within  thirty (30) days after the
Company's  receipt of a written notice from you detailing the alleged change and
diminution. To exercise your rights to terminate under "Constructive Termination
Without Cause" or "Change of Control", you must exercise your right to terminate
your employment  within thirty (30) days after the event  complained of occurred
or you have waived your right to do so.

                                       3
<PAGE>
For  purposes  of this  letter,  "affiliates"  means any person or entity who or
which is, directly or indirectly,  in control of, controlled by, or under common
control with one of the McCann Family.

In order to be in  compliance  with the  Immigration  and Reform  Control Act of
1986, we require that you provide proof of employment  eligibility  and identity
on your first day.  Please  bring with you two forms of current  identification,
one of which must contain a photograph.  As a condition of your employment,  you
will also be required to sign a  Confidentiality  and Non-Compete  Agreement and
Critical Days Notice on or before your first day of  employment.  Your execution
and abidance by the terms of the Confidentiality  and Non-Compete  Agreement and
the Critical Days Notice are a material condition of your employment.

The terms of this  letter  and all the  rights and  obligations  of the  parties
hereto shall be governed by the laws of the State of New York. Any suit, action,
or  proceeding  relating to this  letter or your  employment  with the  Company,
including the termination of same, shall be exclusively  brought, and you hereby
irrevocably submit to the jurisdiction of, the Supreme Court of the State of New
York,  County of Nassau and the United  District  Court,  in and for the Eastern
District of New York.

You  hereby   represent  to  the  Company  that  you  have  no   agreements   or
understandings, whether in writing or oral, which would, in any way, be violated
by, or prevent you from taking,  employment  with the Company and performing the
services contemplated hereunder.  You further represent that you are not a party
to  any  Confidentiality  Agreement,  Non-Compete  Agreement,   Non-Solicitation
Agreement, or similar agreement.  You have been represented by legal counsel, or
have been afforded the  opportunity to do so, with reference to the  negotiation
and  execution  of this  letter  and also the  Confidentiality  and  Non-Compete
Agreement referred to above.

Tim,  we are  very  excited  about  having  someone  with  your  background  and
experience  joining our team.  Please report to Human Resources on the 4th floor
at 9:00am on your first day of  employment  with the Company.  Your  anticipated
start date will be on or before March 15, 2005.

Please  acknowledge your agreement to these terms of employment by signing below
and returning the original to me along with the signed Confidentiality Agreement
and Non-Compete and Critical Day's Notice. This offer, if not so accepted within
this period will expire five (5) days from the date of the letter.

This letter can be executed in counterparts, including facsimile counterparts.

If you have any questions or need additional information feel free to contact me
at (516) 237-6112.

Sincerely,



/s/ Christopher G. McCann
-------------------------
Christopher G. McCann





I hereby agree to the terms of this letter                Confirmed Start Date:



/s/ Timothy J. Hopkins                                    3/15/2005
----------------------                                    ---------------------
Timothy J. Hopkins
                                                   * In NY office, earlier date
                                                     if planned for visit to
                                                     Chicago is confirmed


<PAGE>
                     ATTACHMENT TO OFFER LETTER - RELOCATION AGREEMENT

February 9, 2005

Timothy Hopkins
15409 NE 153rd Street
Woodinville, WA  98072

This is to specify the  relocation  provisions  being  offered to you as part of
your offer of  employment  with  1-800-flowers.com  as  President  of  Specialty
Brands. Please read the important notes below.

Customary  Closing  Costs - This  provision  will  cover  reasonable  and actual
customary  closing  costs  related  to the  sale  of your  current  out-of-state
residence and purchase of a new home in New York. For purposes of this Agreement
"closing  costs"  shall mean  reasonable  legal fees,  customary  title  company
charges, and a real estate commission on the sale of your current residence, not
to exceed five percent of the  purchase  price.  However,  we will not cover any
other costs including, without limitation,  taxes, fees related to a mortgage or
homeowner insurance premiums.

Physical Move - The Company will provide you with the services of a professional
moving company.  They will handle the reasonable and customary  packing,  ground
transportation, and unpacking of your personal belongings.

Storage  - The  Company  will  assume  the  expense  of  storing  your  personal
belongings for up to ninety (90) days.

Movement of  Personal  Auto(s) - The Company  will make  arrangements  through a
professional  relocation  company  to have  up to  three  (3) of  your  personal
vehicles shipped via ground transportation from your home state to a location of
your choice in New York.

Relocation  Allowance - You shall submit  relocation-related  expenses for up to
$1,000 in reimbursement  for items such as car  registration,  utility hook-ups,
etc. In  addition,  the Company  will pay up to $15,000  towards any Mansion Tax
that may be due as a result of a new home in New  York,  provided  said  closing
occurs within one (1) year of your employment start date and you, of course, are
still employed by the Company at the time of such closing.

Airline  Travel - The Company will pay the cost of reasonable and actual airline
travel expense to commence your employment with  1-800-flowers.com and return to
Washington for your home closing. In addition,  the Company will pay for up to 3
round trips for your wife and children for house hunting in New York.  You agree
to give the Company as much prior notice as possible so as to lessen the cost of
the plane tickets.

Temporary  Living  Allowance - The  Company  will pay for  reasonable  temporary
living  quarter's  expense for up to six (6) months.  This  payment  pertains to
housing only.

Travel Home - The Company will pay all reasonable travel expenses related to any
approved trips to visit your immediate  family in Washington for a period of six
(6) months or until your family moves to New York; whichever event first occurs.
<PAGE>

The Company shall pay the  relocation  expenses  directly to the provider of the
services  and you shall  direct the  service  providers  to forward  their bills
directly  to the  Company.  Any  expenses  for which you receive a 1099 from the
Company shall be grossed up for income tax purposes.

IMPORTANT  NOTE:  In the event you  decide to resign  your  employment  with the
Company  during the first twelve (12) months of your  tenure,  then you shall be
obligated to reimburse the Company for all of the above  expenses,  on or before
your last day of employment.

Relocation  Company:  our contact is Jodi  O'Donnell of Relocation  Solutions at
631-261-1137.


Accepted By:                                               Confirmed Start Date:

/s/ Timothy J. Hopkins                                       3/15/2005
----------------------                                    ----------------------
Timothy Hopkins
                                                   * In NY office, earlier date
                                                     if planned for visit to
                                                     Chicago is confirmed
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>bozzo.txt
<DESCRIPTION>EX-10.4
<TEXT>
Exhibit 10.4

February 20, 2007



Stephen Bozzo
25 Robert Crescent
Stony Brook, NY 11790


Dear Stephen:

It is my pleasure to extend an offer of  employment  to you for the  position of
Chief  Information  Officer  reporting  to the  President  of the  Company  (the
"Supervisor").   We  trust  you  will  make  a   significant   contribution   to
1-800-Flowers.com, Inc. (the "Company") and its ongoing success.

Our offer is as follows:

Title:    Chief Information Officer
-----
Duties:   You will perform  faithfully  and diligently  the  duties  customarily
------    performed  by  persons in  the  position  for which you  are  employed
          and such other duties as from time to time may be  prescribed  by your
          supervisor.  You shall devote your full  business  time and efforts to
          the rendition of services and  performance of all duties  contemplated
          hereunder.  You shall at all times be in compliance  with,  and ensure
          that the Company is in compliance  with,  any and all laws,  rules and
          regulations applicable to the Company or its business. Your employment
          is subject to the terms and conditions  contained in the  then-current
          Employee Handbook of the Company.

Salary:   $ 11,538.46 biweekly      ($300,000.00 annualized)
------

Bonus:    You will  be eligible  to participate in our Company's Sharing Success
-----     Program,  as  amended  from  time  to  time,  with  a  target bonus of
          50% of your  base  compensation.  The plan is  performance  based  and
          requires   satisfactory   attainment  of  both   corporate   financial
          performance and your individual performance measures,  which goals and
          measures shall be set by your Supervisor. Our plan year coincides with
          our fiscal year.  Fiscal year 2007 began July 3, 2006 and ends on July
          1,  2007.  To be  eligible  for a  prorated  bonus  your  first day of
          employment  with the  Company  must be no later  than April lst of the
          then current year.

          As  your first  date of employment will  be April 30, 2007, your first
          year of eligibility for participating in our Company's Sharing Success
          Program  will be fiscal  year  2008.  For the first  full year of your
          employment  (FY'08),  which  begins  July 2, 2007 and ends on June 29,
          2008 you will be  guaranteed  a  minimum  bonus of  $50,000  under the
          Sharing Success Program.

          Of  course, to  be eligible for  any  bonus compensation you  must  be
          employed by the Company at the time the compensation is actually paid.

          Long Term Incentive Plan:  You  will  be eligible  to  participate  in
          1800flowers.com  Long  Term  Incentive  Program  ("LTIP").   The  LTIP
          currently  consists  of  awards  of  Restricted  Stock   ("performance
          shares") which are earned based on the Company's actual three (3) year
          financial  performance  results vs.  pre-established  financial goals.
          Your first year of eligibility to participate in the LTIP is FY'08 and
          you are eligible for a long-term incentive opportunity of up to 90% of
          your base salary.  All shares once earned are fully vested. The actual
          LTIP is subject to the approval of the  Compensation  Committee of the
          Board of Directors on a yearly basis.


                                     1 of 4
<PAGE>
Benefits: You will be  eligible  to  participate in all Company benefit programs
--------  subject  to the terms  of each plan.  You may  participate  in Company
          medical,  dental,  life  insurance, and  short  term  and  long   term
          disability  beginning  on the  first  day of  employment.  You will be
          eligible to  participate  in the Company 401k plan after one (1) month
          of service. You will be eligible to accrue three (3) weeks vacation.

Sign on Bonus:
-------------
          Stock Options:  You are eligible to  participate in the Company's 2003
          Long  Term Incentive  and Share Award Plan (the "Plan").  Your initial
          option  award  will  be  an  option to  purchase  75,000 (seventy five
          thousand) shares of the Company's  Class "A" Common Stock,  subject to
          the terms of the Plan and  the Stock Option  Agreement.  Assuming your
          continued employment with the Company,  these  stock options will vest
          commencing with 40% on the second anniversary of the first day of your
          employment with the Company,  then  20% for each subsequent  year  you
          remain employed by  the Company  up to the  fifth  anniversary  of the
          first day of your  employment with the Company, when they will be 100%
          vested. The grant date shall be  the third  business day following the
          date  the Company's  first  releases to the  financial  community  its
          quarterly financial  results, which  release  date follows  your first
          date of employment with  the Company (the "grant date").  The exercise
          price  of  your initial  award shall  be  the  closing  price  of  the
          Company's  Class "A" Common Stock on the grant date. All  stock option
          awards are at the discretion of the Compensation Committee.

          Cash:  You  are eligible  to obtain a  one-time bonus of $50,000 to be
          paid  $25,000 in  June,  2007 and  $25,000 in  September, 2007. In the
          event you voluntarily  resign your employment with the Company, or are
          terminated for Cause as  defined  in this  letter, during the first 24
          months of your tenure,  you are obligated to reimburse the Company the
          $50,000, amortized monthly, on or before your last day of  employment.
          For  example, if  you resigned in  your  eighteenth  (18th)  month  of
          employment then  you  will  be  obligated  to  reimburse  the  Company
         $12,500.

Gold Rush Days: While considering  employment with the Company,  it is important
to be aware of our Company  culture  regarding  our Gold Rush Days that surround
our  busiest  holidays.  The  holidays  that are  subject to Gold Rush Days are:
Christmas,  Valentine's Day and Mother's Day. Our Gold Rush Days are a period of
time whereby you will be required to work additional daily hours, which can also
include  being  scheduled  to work on a  holiday  and/or  on a day  that you are
normally off.

At-Will  Employment:  We are committed to maintaining a competitive  position in
the  employment  marketplace.  However,  it is agreed that neither this offer of
employment,   its  acceptance,   nor  the  maintenance  of  personnel  policies,
procedures  and benefits  creates a contract of employment or a guarantee of any
length of employment or specific  benefits.  Your employment with the Company is
"at-will",  meaning that you retain the option, as does the Company, to end your
employment at any time, for any reason or for no reason.

If, however,  you are terminated  during your  employment for death,  disability
(unable to perform your duties on a full time basis for two or more  consecutive
months or an aggregate of four months in any six month period),  resignation, or
Cause,  then you will be entitled to base salary through the date of termination
and any other amounts earned, accrued, due and owing, but not yet paid as of the
date of your death or termination of employment.

In the event that you are  terminated  without  Cause  (other than  resignation,
death, or disability),  within your first twelve (12) months of employment, then
you shall be entitled to,  subject to execution  of the  Company's  then current
Separation Agreement and General Release,:

        (a) an amount equal to your base salary through the date of termination,
        (b) any amounts, earned, accrued, due and owing, but not yet paid as of
            the date of termination,
        (c) a severance package equal to:

               (i)  your  then  base  compensation  for  a  period  of 6  months
               following  termination  of your  employment  with the  Company or
               until you find new employment, whichever event first occurs. This
               compensation shall be paid out on a bi-weekly basis. You agree to
               actively seek new employment in the event of termination from the
               Company;  and


                                     2 of 4
<PAGE>

               (ii) the ability to exercise any options for the allowable period
               of time set forth in the Plan  that  fully  vested  prior to your
               termination of employment, except that in no event can the vested
               options  be  exercised  past the life of the  option  grant  (for
               example,  the options granted under this letter have a life of 10
               years from date of the grant and that date  cannot be  extended).
               You have the  ability  to sell any  restricted  shares  that were
               vested  prior to your  termination  of  employment  provided  any
               additional restriction period has expired; and

        (d) such other benefits, if any, as are payable to, or for your benefit,
            as of the date of your termination in accordance with the applicable
            plans and programs of the Company.

For the  purposes  of the  letter,  "Cause"  is  defined  as:  (a)  you  fail to
substantially  perform the duties and responsibilities of your position as Chief
Information  Officer or to comply in all respects with the material  policies or
directives of the Company,  which failure  continues  unremedied for a period of
fourteen  (14) days after  your  receipt of  written  notice  from the  Company,
specifying  the nature of the  failure;  (b) you engage in any conduct  which is
unethical,   illegal,   involves   misappropriation  of  trade  secrets,  fraud,
embezzlement,  dishonesty,  disloyalty,  breach  of a  fiduciary  duty or  which
otherwise  brings notoriety to the Company or which has an adverse affect on the
name or public image or  reputation  of the  Company;  (c) you engage in conduct
that is in bad faith and/or injurious to the Company as determined in good faith
by the Company;  (d) you willfully  fail to implement or follow a reasonable and
lawful  policy or directive of the Company ; (e) you (i) are declared of unsound
mind by an order  of  court,  (ii) are  convicted  of or  plead  guilty  or nolo
contendere to a crime,  or (iii)  fraudulently  or  intentionally  commit an act
which  is  detrimental  to  the  Company;  or (f)  you  breach  of any  material
provisions of this letter or any other  agreement you may have with the Company,
including, without limitation, any agreement referred to herein.

Your  employment and the terms of this letter and all the rights and obligations
of the  parties  hereto  shall be governed by the laws of the State of New York.
Any suit, action, or proceeding  relating to this letter or your employment with
the Company,  including the termination of same,  shall be exclusively  brought,
and you hereby irrevocably submit to the exclusive  jurisdiction of, the Supreme
Court of the State of New York,  County of Nassau and the United District Court,
in and for the Eastern  District of New York.  ANY SUCH DISPUTE  BROUGHT IN SUCH
COURTS  SHALL BE  RESOLVED  BY A JUDGE  SITTING  WITHOUT A JURY TO ENSURE  RAPID
ADJUDICATION OF ANY SUCH DISPUTE. THE PARTIES HERETO EXPRESSLY WAIVE THEIR RIGHT
TO A JURY TRIAL.

Prior  Agreements:  You  hereby  represent  to the  Company  that  you  have  no
agreements or  understandings,  whether in writing or oral,  which would, in any
way, be violated by, or prevent you from taking, employment with the Company and
performing the services contemplated hereunder, including without limitation any
Confidentiality Agreement, Non-Compete Agreement, Non-Solicitation Agreement, or
other similar agreement.

Miscellaneous:  In order to be in  compliance  with the  Immigration  and Reform
Control Act of 1986, we require that you provide proof of employment eligibility
and identity on your first day.  Please bring with you one document  from List A
or one document from List B and one from List C, as listed on the attached Lists
of Acceptable  Documents Form. As a condition of your employment,  you will also
be  required  to sign and  return to the  Company  prior to your  first  date of
employment  (i) our  "Confidentiality  and  Non-compete  Agreement" and "Insider
Trading Notification" as requested by the Company.

Stephen,  we are very excited  about having  someone  with your  background  and
experience  joining our team.  Please report to Human Resources on the 5th floor
at 9:00AM on your first day of  employment  with the  Company.  The  anticipated
start date for this position is April 30, 2007.

Please  acknowledge your agreement to these terms of employment by signing below
and  returning  the  original to us along with the signed  "Confidentiality  and
Non-Compete  Agreement" and "Insider Trading  Notification" within ten (10) days
from the date of this letter.  This offer, if not so accepted within this period
will expire ten (10) days from the date of the letter.  This offer is contingent
upon the following:  1) a favorable  review of two (2)  professional  references
from your prior employers and 2) pre-hire screening, which will require that you
execute documents required by the Company for a background investigation.


                                     3 of 4
<PAGE>

If you have questions or need additional information, feel free to contact me at
(516) 237-7843.


Sincerely,


/s/ Maureen Paradine
--------------------
Maureen Paradine
Vice President, Human Resources

Enclosures

Accepted:                                                 Confirmed Start Date:



/s/ Stephen Bozzo                                           4/30/2007
-----------------                                           ---------
Stephen Bozzo


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>woo.txt
<DESCRIPTION>EX-10.2
<TEXT>
Exhibit 10.2

November 25, 2003


Monica L. Woo
67 Oenoke Lane
New Canaan, CT  06840

Dear Monica:

It is my pleasure to extend an offer of  employment  to you for the  position of
Chief  Marketing  Officer  reporting to the President.  I believe and expect you
will make a significant contribution to 1-800-FLOWERS.COM, Inc., and its ongoing
success.  As you will be  designated  a Section 16 Officer of the Company by the
Board of Directors,  the terms of this letter are subject to the approval of the
Compensation Committee of the Board of Directors.

Our offer is as follows:

Title:            Chief Marketing Officer.

Duties:           You have such duties consistent with  the above office as from
                  time  to  time  may  be  prescribed  by   the  Company's Chief
                  Executive Officer, its President, or  the  Board of Directors.
                  You shall faithfully and diligently perform such duties.

Salary:           $13,461.00 biweekly. ($350,000.00 annualized). Once  eligible,
                  your  salary will be reviewed on an  annual basis to ascertain
                  what merit  increase, if any, will be  given based  upon  your
                  performance and that of the Company for the prior fiscal year.
                  As  you are  starting with  us more than  halfway  through the
                  current  fiscal  year (FY'04) then  your first  review will be
                  following  the end of fiscal  year 2005 which  year ends on or
                  about June 30,2005.

Benefits:         You  will be  eligible to  participate in  all company benefit
                  programs   subject  to   the  terms  of  each  plan.  You  may
                  participate   in Company medical, dental, life  insurance, and
                  short  term  and long term  disability on  the   first day  of
                  employment. You will be eligible to participate in the Company
                  401k plan after twelve (12) months of service.

Bonus:            You will  be eligible  to participate  in our  Company Sharing
                  Success  Program  with a target  bonus  of  45% of  your  base
                  compensation.  The  plan  is  performance  based  and requires
                  satisfactory  attainment of  corporate performance goals.  Our
                  plan  year begins on  July 1, 2003 and  ends on June 30, 2004.
                  Although you will only be joining us midway through our fiscal
                  year  2004, we agree  you will be eligible for 50% of prorated
                  bonus ($39,375.00) for  the  remainder  of  fiscal  year  2004
                  provided the  corporate  performance goals  are met.  Starting
                  with fiscal year 2005 you will also be entitled to participate
                  in the Company Supplemental Sharing Success Program.
<PAGE>

You will be recommended to the Compensation  Committee of the Board of Directors
for  inclusion in the  Company's  2003 Long Term  Incentive and Share Award Plan
("Plan"). Subject to the Committee's approval, your initial option award will be
an option to purchase  35,000  (Thirty-Five  Thousand)  shares of the  Company's
Class A Common  Stock.  The term of your option grant is ten years from the date
of the grant and they vest at 40% commencing with the second  anniversary of the
grant,  and 20% for each  year up to the  fifth  anniversary  of the  grant.  In
addition,  you will be awarded an  incremental  option award to purchase  50,000
(Fifty Thousand) shares of the Company's Class A Common Stock. The terms of this
special one time grant will be for ten years from the date of the grant and will
vest 100% on the 5th anniversary of the grant. The exercise price of your option
awards shall be the closing price of the  Company's  Class A Common Stock on the
day your  employment  commences.  The grant  date  shall be your  first  date of
employment  with the Company and all options granted are subject to the Plan and
any  Stock  Award  Agreement.  Future  awards  are  at  the  discretion  of  the
Compensation Committee.

We are committed to maintaining a competitive position in the employment
marketplace. However, it is agreed that neither this offer of employment, its
acceptance, nor the maintenance of personnel policies, procedures and benefits
creates a contract of employment or a guarantee of any length of employment or
specific benefits. Your employment with the Company is "at-will", meaning that
you retain the option, as does the Company, to end your employment at any time,
for any reason or for no reason. In addition, this offer of employment is
contingent upon the completion of satisfactory reference and background checks.

If, however, you are terminated during your employment for death, disability
(unable to perform your duties on a full time basis for two or more consecutive
months or an aggregate of four months in any six month period), resignation, or
cause, then you will be entitled to base salary through the date of termination
and any other amounts earned, accrued and owing, but not yet paid as of the date
of your death or termination of employment.

In the event you are terminated without Cause (other than resignation, death, or
disability), or terminated at your own initiative due to a Constructive
Termination Without Cause, or terminated without Cause after the occurrence of a
Change of Control, then you shall be entitled to:

        (a) an amount equal to your base salary through the date of termination,
        (b) any amounts, earned, accrued or owing, but  not  yet paid  as of the
            date of termination ,
        (c) a severance package equal to:

               (i)  base pay  compensation  for the  period of time to which you
                    would be entitled to same under the Company's  then existing
                    severance   policy,   except  that  if  your  employment  is
                    terminated  for  any  of  the  reasons  set  forth  in  this
                    paragraph during the first 12 months of your employment then
                    you will be  entitled  to base pay  compensation  equal to 6
                    months. Current Company policy provides severance equal to 2
                    weeks of base pay  compensation for every year of service at
                    the Company.

               (ii) an amount  equal to any  bonus due to you under the  Sharing
                    Success Program and the Supplemental Sharing Success Program
                    prorated  to the date of  termination,


               (iii) the ability to exercise any options (or  restricted  stock,
                    if  applicable)  that fully vested prior to  termination  of
                    employment  for a period of up to one (1) year from the date
                    of your termination,  except that in no event can the vested
                    options be exercised  past the life of the option grant (for
                    example,  the options  granted under this letter have a life
                    of 10 years  from date of the grant and that date  cannot be
                    extended)

        (d) such  other benefits, if any, as are  payable to or for your benefit
            as of  the date of your  termination in  accordance with  applicable
            plans and programs of the Company.

                                       2
<PAGE>
For the  purposes  of the  Agreement,  "Cause"  is  defined  as: (a) you fail to
perform  faithfully  your  duties  as Chief  Marketing  Officer,  which  failure
continues  unremedied  for a period  of seven (7) days  after  your  receipt  of
written notice from the Company,  specifying the nature of the failure;  (b) you
engage in any conduct  which is  unethical,  illegal or which  otherwise  brings
notoriety  to the  Company or which has an adverse  affect on the name or public
image or reputation of the Company;  (c) you (i) are declared of unsound mind by
an order of court, (ii) are convicted of or plead guilty or nolo contendere to a
crime, or (iii) fraudulently or intentionally commit an act which is detrimental
to the Company;  or (d) your breach of any material provisions of this letter or
any  other  agreement  you  may  have  with  the  Company,  including,   without
limitation, any agreement referred to herein.

For purposes of this Agreement,  "Constructive  Termination Without Cause" shall
mean a  termination  of your  employment  at your own  initiative  following the
occurrence, without your prior written consent, of any of the following events:

     (i)  any action by the  Company  which  results  in a  material  change and
          diminution in your authority and duties as the Chief Marketing Officer
          of the Company  and which is not cured by the  Company  within 30 days
          following its receipt of written  notice from you specifying in detail
          the reasons why you believe  there has been a material  diminution  in
          your  authority  and  duties as the  Chief  Marketing  Officer  of the
          Company.

     (ii) failure  by the  Company  to make  any  undisputed  payments  due you,
          provided  they  have  not  paid any  such  payments  due you  within 7
          business  days after receipt from you of a written  notice  specifying
          the payment then allegedly due and owing; or


     (iii) change in the location of the Company's  headquarters  to a new venue
          outside of the  greater  New York  metropolitan  area and which  would
          require a complete geographical relocation on your part.

For purposes of this Agreement, a "Change of Control" means a material change in
the management  structure of the Company due to acquisition  by, or merger with,
an unaffiliated  third party or the purchase by an  unaffiliated  third party of
more  that 50% of the votes  attributable  to all the  shares  of the  Company's
capital  stock  (currently  Class A and Class B common  stock)  from the  McCann
family (James F. McCann, Christopher G. McCann and their respective families and
affiliates); provided any such event results in a material change and diminution
in your authority and duties as the Chief  Marketing  Officer of the Company and
which  change and  diminution  are not cured  within  thirty (30) days after the
Company's  receipt of a written notice from you detailing the alleged change and
diminution.

To exercise your rights to terminate  under  "Constructive  Termination  Without
Cause" or "Change of Control",  you must exercise  your right to terminate  your
employment within thirty (30) days after the event complained of occurred.

For  purposes  of this  letter,  "affiliates"  means any person or entity who or
which is, directly or indirectly,  in control of, controlled by, or under common
control with one of the McCann Family.

                                       3
<PAGE>

In order to be in  compliance  with the  Immigration  and Reform  Control Act of
1986, we require that you provide proof of employment  eligibility  and identity
on your first day.  Please  bring with you two forms of current  identification,
one of which must contain a photograph.  As a condition of your employment,  you
will also be required to sign a  Confidentiality  and Non-Compete  Agreement and
Critical Day's Notice on or before your first day of employment.

The terms of this  letter  and all the  rights and  obligations  of the  parties
hereto shall be governed by the laws of the State of New York. Any suit, action,
or  proceeding  relating to this  letter or your  employment  with the  Company,
including the termination of same, shall be exclusively  brought, and you hereby
irrevocably submit to the jurisdiction of, the Supreme Court of the State of New
York,  County of Nassau and the United  District  Court,  in and for the Eastern
District of New York.

Your start date will be on or about the second week of January 2004  immediately
following the  fulfillment by you of the exit clause in your current  consulting
agreement with  BrainReserve.  You hereby represent to the Company that you have
no agreements or understandings, whether in writing or oral, which would, in any
way, be violated by, or prevent you from taking, employment with the Company and
performing the services  contemplated  hereunder.  You have been  represented by
legal counsel with reference to the negotiation and execution of this letter and
also the Confidentiality and Non-Compete Agreement referred to above.

Monica,  we are very excited  about  having  someone  with your  background  and
experience  joining our team.  Please report to Human Resources on the 4th floor
at 9:00am on your first day of employment with the Company.  Please  acknowledge
your  agreement to these terms of  employment by signing below and returning the
original to me along with the signed Confidentiality  Agreement and Non-Compete.
and Critical  Day's Notice.  This offer,  if not so accepted  within this period
will expire five (5) days from the date of the letter.

This letter can be executed in counterparts, including facsimile counterparts.

If you have any questions or need additional information feel free to contact me
at (516) 237-7843.

Sincerely,


/s/ Christopher G. McCann
--------------------------
Christopher G. McCann





I hereby agree to the terms of this letter


/s/ Monica L. Woo    11/25/2003
--------------------------------
Monica L. Woo

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>thrtyone.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 8, 2007                       /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 8, 2007                  /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>6
<FILENAME>thrtytwo.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 the best of  such officer's knowledge,
that:

     (1) the  Quarterly  Report on Form 10-Q of  the  Company  for  the  quarter
ended September 30, 2007, 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 8, 2007
                                                /s/ James F. McCann
                                                James F. McCann
                                                Chief Executive Officer and
                                                Chairman of the Board



     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 the best of such officer's  knowledge,
that:

     (1) the  Quarterly  Report on Form 10-Q of  the  Company  for  the  quarter
ended September 30, 2007, 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 8, 2007
                                                /s/William E. Shea
                                                William E. Shea
                                                Senior Vice President of Finance
                                                and Administration and Chief
                                                Financial Officer



These certifications are furnished pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and shall not,  except to the extent required by such Act, be deemed
filed by the Company for purposes of Section 18 of the  Securities  Exchange Act
of 1934, as amended (the "Exchange Act"). Such certifications will not be deemed
to be  incorporated  by reference in to any filing under the  Securities  Act of
1933,  as amended,  or the Exchange  Act,  except to the extent that the Company
specifically incorporates them by reference.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>comltr.txt
<DESCRIPTION>EX-10.1
<TEXT>
Exhibit 10.1
                                                 October 23, 2007

JPMorgan Chase Bank, N.A.,
as Administrative Agent
JPMorgan Loan Services
10 South Dearborn, 19th Floor
Chicago, IL 60603-0010
Attention: Stephen Zajac

Ladies and Gentlemen:

     Reference  is made to the  Credit  Agreement  dated  as of May 1,  2006 (as
amended  and in  effect  from  time to  time,  the  "Credit  Agreement"),  among
1-800-FLOWERS.COM,  Inc. (the "Company"), the Subsidiary Borrowers party thereto
(together with the Company, the "Borrowers"),  the Guarantors party thereto, the
Lenders party thereto and JPMorgan Chase Bank,  N.A., as  Administrative  Agent.
Terms defined in the Credit Agreement are used herein with the same meanings.

     The Company hereby  notifies the  Administrative  Agent pursuant to Section
2.08(c)(i) of the Credit Agreement with respect to a Revolving Credit Commitment
Increase of $15,000,000  (the "Revolving  Credit  Commitment  Increase"),  which
shall be  effective  on  October  22,  2007 (the  "Revolving  Credit  Commitment
Increase Date").

     Each Lender  whose name  appears  under the caption  "Increasing  Revolving
Credit  Lenders" on the  signature  pages hereof  agrees,  by its  execution and
delivery of this letter,  with the Borrowers and the Administrative  Agent that,
effective as of the Revolving Credit Commitment Increase Date, (a) the Revolving
Credit  Commitment  of such Lender  shall be increased by an amount equal to the
amount  set forth  opposite  its name on  Schedule  I hereto  under the  caption
"Revolving Credit  Commitment  Increase Amount" and, after giving effect to such
increase,  such Lender shall have a total Revolving  Credit  Commitment equal to
the amount set forth  opposite  its name on Schedule I hereto  under the caption
"Revolving  Credit  Commitment (as  increased)"  and (b) such Lender shall be an
Increasing  Revolving  Credit  Lender  and  shall  have  all of the  rights  and
obligations  of a Lender under the Credit  Agreement in respect of its Revolving
Credit  Commitment  as so  increased.  In addition,  each such Lender hereby (i)
confirms  that it has  received a copy of the Credit  Agreement,  together  with
copies of the financial  statements referred to in Section 6.01 thereof and such
other  documents and  information  as it has deemed  appropriate to make its own
credit  analysis  and  decision to enter into this  letter;  (ii) agrees that it
will,  independently and without reliance upon the  Administrative  Agent or any
other  Lender  and based on such  documents  and  information  as it shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under the Loan  Documents;  and (iii)  appoints and authorizes
the  Administrative  Agent to take  such  action as agent on its  behalf  and to
exercise such powers and discretion under the Loan Documents as are delegated to
the  Administrative  Agent by the terms  thereof,  together with such powers and
discretion as are reasonably incidental thereto.
<PAGE>

     The Company hereby (a) certifies for purposes of Section 2.08(c)(ii) of the
Credit  Agreement  that the  conditions  with  respect to the  Revolving  Credit
Commitment  Increase have been satisfied  (including,  without  limitation,  the
penultimate  sentence  of  said  Section  2.08(c)(ii))  and (b)  represents  and
warrants  that:  (i) the  Revolving  Credit  Commitment  Increase  has been duly
authorized  by each Loan  Party;  (ii) this  letter has been duly  executed  and
delivered by the Company; and (iii) each of this letter and the Credit Agreement
as modified  hereby  constitutes a legal,  valid and binding  obligation of each
Loan Party  party  hereto or  thereto,  enforceable  against  such Loan Party in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other laws affecting  creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

     The  effectiveness  of the  Revolving  Credit  Commitment  Increase and the
obligation of each Increasing  Revolving Credit Lender to provide its respective
portion of the Revolving Credit  Commitment  Increase are subject to the receipt
by the  Administrative  Agent of (a) one or more  counterparts duly executed and
delivered  by the Company  and each  Increasing  Revolving  Credit  Lender,  and
consented  to (on the  signature  lines  provided  below) by the  Administrative
Agent,  each  Issuing  Lender  and the  Swingline  Lender;  and (b)  such  other
documents as the Administrative  Agent may reasonably request pursuant to clause
(C) of the first sentence of Section 2.08(c)(ii) of the Credit Agreement.

     Except as herein provided,  the Credit Agreement shall remain unchanged and
in full  force  and  effect.  This  letter  may be  executed  in any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
agreement  and any of the parties  hereto may execute this letter by signing any
such  counterpart.  Delivery  of an  executed  counterpart  of  this  letter  by
facsimile shall be effective as delivery of a manually  executed  counterpart of
this letter. This letter shall be governed by, and construed in accordance with,
the law of the State of New York.

                                 [remainder of page intentionally left blank]








                                       2
<PAGE>


                                               Very truly yours,

                                               1-800-FLOWERS.COM, INC.


                                               By /s/ William E. Shea
                                                  -------------------
                                                  Name: William E. Shea
                                                  Title: Chief Financial Officer

























                                       3
<PAGE>


                                             INCREASING REVOLVING CREDIT LENDERS



                                               By /s/ Alicia T. Schreibstein
                                                  ----------------------------
                                                  Name: Alicia T. Schreibstein
                                                  Title: Vice President


                                               By /s/ Steven Melicharek
                                                  -----------------------
                                                  Name: Steven Melicharek
                                                  Title: Senior Vice President


                                               By /s/ Richard Hazlegrove
                                                  -----------------------
                                                  Name: Richard Hazlegrove
                                                  Title: Senior Vice President


                                               By /s/ Jed Pomerantz
                                                  -----------------------
                                                  Name: Jed Pomerantz
                                                  Title: Vice President


                                               By /s/ Christopher Mendelsohn
                                                  ----------------------------
                                                  Name: Christopher Mendelsohn
                                                  Title:  Vice President


                                               By /s/ Brendan Lawlor
                                                  -------------------------
                                                  Name: Brendan Lawlor
                                                  Title:  Senior Vice President


                                               By /s/ George B. Davis
                                                  -------------------------
                                                  Name: George B. Davis
                                                  Title:  Vice President
















                                       4
<PAGE>



Accepted and Agreed this 22nd day of October, 2006:


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


By /s/ Alicia T. Schreibstein
   ----------------------------
   Name: Alicia T. Schreibstein
   Title: Vice President


JPMORGAN CHASE BANK, N.A.,
as Issuing Lender and Swingline Lender


By /s/ Alicia T. Schreibstein
   ----------------------------
   Name: Alicia T. Schreibstein
   Title: Vice President


WACHOVIA BANK, NATIONAL ASSOCIATION,
as Issuing Lender


By /s/ Richard Hazlegrove
   ----------------------------
   Name: Richard Hazlegrove
   Title: Senior Vice President


















                                       5

<PAGE>

<TABLE>
<S>                                               <C>                            <C>

                                                                                               Schedule I


Increasing Revolving Credit Lenders:

------------------------------------- ----------------------------------- -----------------------------------
Name of Lender                        Revolving Credit Commitment         Revolving Credit Commitment (as
--------------                        ----------------------------        -------------------------------
                                      Increase Amount                     so increased)
--------------------------------------------------------------------------------------------------------------

JP Morgan Chase Bank, N.A              $5,938,888.89                        $19,550,000.00
Bank of America, N.A.                     $12,037.03                         $9,169,444.44
Wachovia Bank, National Association    $2,842,592.59                        $12,000,000.00
North Fork Bank                        $2,842,592.59                        $12,000,000.00
LaSalle Bank National Association                 $0                         $5,555,555.56
HSBC Bank USA National Association     $1,046,296.30                         $6,000,000.00
KeyBank National Association           $1,296,296.30                         $6,000,000.00
Fifth Third Bank                       $1,021,296.30                         $4,725,000.00
----------------------------------    --------------                        --------------
TOTAL                                 $15,000,000.00                        $75,000,000.00


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