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

