UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 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:

                                   26,425,118
                                   ----------
  (Number of shares of Class A common stock outstanding as of February 4, 2008)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of February 4, 2008)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                            Page
                                                                            ----

Part I.     Financial Information

 Item 1.     Consolidated Financial Statements:

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

             Consolidated Statements of Income (Unaudited) - Three
              and Six Months Ended December 30, 2007 and December
              31, 2006                                                         2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three and Six Months Ended December 30, 2007 and
              December 31, 2006                                                3

             Notes to Consolidated Financial Statements (Unaudited)            4

 Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             12

 Item 3.     Quantitative and Qualitative Disclosures About Market Risk       23

 Item 4.     Controls and Procedures                                          23

Part II.    Other Information

 Item 1.     Legal Proceedings                                                24

 Item 1A.    Risk Factors                                                     24

 Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      24

 Item 3.     Defaults upon Senior Securities                                  25

 Item 4.     Submission of Matters to a Vote of Security Holders              25

 Item 5.     Other Information                                                25

 Item 6.     Exhibits                                                         25

Signatures                                                                    26








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


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



                                                                                                   
                                                                                     December 30,   July 1,
                                                                                        2007         2007
                                                                                     ------------ ------------
                                                                                     (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                  $65,412      $16,087
 Receivables, net                                                                       27,293       17,010
 Inventories                                                                            62,650       62,051
 Deferred income taxes                                                                  10,138       19,260
 Prepaid and other                                                                       9,920        9,576
                                                                                     ------------ ------------
    Total current assets                                                               175,413      123,984

Property, plant and equipment, net                                                      62,209       62,561
Goodwill                                                                               111,714      112,131
Other intangibles, net                                                                  51,416       52,750
Other assets                                                                               866        1,081
                                                                                     ------------ ------------
Total assets                                                                          $401,618     $352,507
                                                                                     ============ ============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                 $97,673      $62,433
 Current maturities of long-term debt and obligations under capital leases              11,516       10,132
                                                                                     ------------ ------------
    Total current liabilities                                                          109,189       72,565
Long-term debt and obligations under capital leases                                     61,625       68,000
Deferred income taxes                                                                    8,230        8,230
Other liabilities                                                                        2,563        2,681
                                                                                     ------------ ------------
Total liabilities                                                                      181,607      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, 30,997,224
  and 30,298,019 shares issued at December 30, 2007 and July 1, 2007,
  respectively                                                                             310          303
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
  shares issued at December 30, 2007 and July 1, 2007, respectively                        421          421
 Additional paid-in capital                                                            274,777      269,270
 Retained deficit                                                                      (25,427)     (38,893)
 Treasury stock, at cost, 4,590,717 Class A and 5,280,000 Class B Shares               (30,070)     (30,070)
                                                                                     ------------ ------------
    Total stockholders' equity                                                         220,011      201,031
                                                                                     ------------ ------------
Total liabilities and stockholders' equity                                            $401,618     $352,507
                                                                                     ============ =============



See accompanying Notes to Consolidated Financial Statements.


                                       1




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


                                                                                                             
                                                                     Three Months Ended                  Six Months Ended
                                                             ---------------------------------   ---------------------------------
                                                               December 30,     December 31,      December 30,     December 31,
                                                                  2007             2006               2007            2006
                                                             ---------------- ----------------   --------------- ----------------
Net revenues                                                    $334,202         $329,866           $480,012         $466,998
Cost of revenues                                                 181,146          177,889            267,075          260,207
                                                             ---------------- ----------------   --------------- ----------------
Gross profit                                                     153,056          151,977            212,937          206,791
Operating expenses:
 Marketing and sales                                              93,594           99,037            136,373          141,407
 Technology and development                                        5,419            5,201             10,654           10,362
 General and administrative                                       15,448           13,931             30,666           27,274
 Depreciation and amortization                                     4,967            3,834              9,837            8,578
                                                             ---------------- ----------------   --------------- ----------------
   Total operating expenses                                      119,428          122,003            187,530          187,621
                                                             ---------------- ----------------   --------------- ----------------
Operating income                                                  33,628           29,974             25,407           19,170
Other income (expense):
 Interest income                                                     295              254                473              591
 Interest expense                                                 (1,737)          (2,425)            (3,282)          (4,253)
 Other                                                                12               (7)                30                4
                                                             ---------------- ----------------   --------------- ----------------
Total other income (expense), net                                 (1,430)          (2,178)            (2,779)          (3,658)
                                                             ---------------- ----------------   --------------- ----------------
Income before income taxes                                        32,198           27,796             22,628           15,512
Income taxes                                                     (12,942)         (10,874)            (9,162)          (6,009)
                                                             ---------------- ----------------   --------------- ----------------
Net income                                                       $19,256          $16,922            $13,466           $9,503
                                                             ================ ================   =============== ================
Net income per common share:
     Basic                                                         $0.31            $0.26              $0.21            $0.15
                                                             ================ ================   =============== ================
     Diluted                                                       $0.29            $0.26              $0.20            $0.14
                                                             ================ ================   =============== ================
Weighted average shares used in the calculation
 of net income per common share
     Basic                                                        63,020           65,094             62,825           65,144
                                                             ================ ================   =============== ================
     Diluted                                                      66,050           66,089             66,026           66,103
                                                             ================ ================   =============== ================



 See accompanying Notes to Consolidated Financial Statements.



                                       2





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

                                                                                                     
                                                                                         Six Months Ended
                                                                                   -----------------------------
                                                                                    December 30,    December 31,
                                                                                       2007            2006
                                                                                   -------------  --------------

Operating activities:
Net income                                                                             $13,466         $9,503
Reconciliation of net income to net cash provided by operations:
 Depreciation and amortization                                                           9,837          8,578
 Deferred income taxes                                                                   9,122          6,831
 Bad debt expense                                                                        1,363            734
 Stock-based compensation                                                                2,305          2,009
 Other non-cash items                                                                      171            199
Changes in operating items:
    Receivables                                                                        (11,646)       (17,994)
    Inventories                                                                           (696)        (6,182)
    Prepaid and other                                                                     (344)          (836)
    Accounts payable and accrued expenses                                               39,605         29,263
    Other assets                                                                          (350)          (734)
    Other liabilities                                                                     (118)         1,054
                                                                                   -------------  --------------
 Net cash provided by operating activities                                              63,415         32,425

Investing activities:
Acquisitions, net of cash acquired                                                      (4,135)          (347)
Dispositions                                                                                25            630
Capital expenditures                                                                    (8,279)       (10,477)
Other                                                                                       81           (163)
                                                                                   -------------  --------------
 Net cash used in investing activities                                                 (12,308)       (10,357)

Financing activities:
Acquisition of treasury stock                                                                -        (15,689)
Proceeds from employee stock options                                                     3,209            270
Proceeds from bank borrowings                                                           80,000         65,000
Repayment of notes payable and bank borrowings                                         (84,971)       (69,954)
Repayment of capital lease obligations                                                     (20)          (296)
                                                                                   -------------  --------------
 Net cash used in financing activities                                                  (1,782)       (20,669)
                                                                                   -------------  --------------
Net change in cash and equivalents                                                      49,325          1,399
Cash and equivalents:
 Beginning of period                                                                    16,087         24,599
                                                                                   -------------  --------------
 End of period                                                                         $65,412        $25,998
                                                                                   =============  ==============




See accompanying Notes to Consolidated Financial Statements.


                                       3



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

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended December 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 and six months ended  December 30, 2007 and December 31, 2006, the
Company's  comprehensive  net income was equal to the  respective net income for
each of the periods presented.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board 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



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

Note 2 - Net Income Per Common Share

The following table sets forth the computation of basic and diluted net income
per common share:

                                                                                                                  
                                                                     Three Months Ended                   Six Months Ended
                                                              ----------------------------------  ----------------------------------
                                                                 December 30,      December 31,      December 30,    December 31,
                                                                    2007              2006              2007              2006
                                                              -----------------  ---------------  ----------------  ----------------
                                                                                 (in thousands, except per share data)
    Numerator:
       Net income                                                  $19,256           $16,922          $13,466            $9,503
                                                              =================  ===============  ================  ================
    Denominator:
       Weighted average shares outstanding (*)                      63,020            65,094           62,825            65,144
       Effect of dilutive securities:
           Employee stock options                                    2,238               893            2,218               866
           Employee restricted stock awards                            792               102              983                93
                                                              -----------------  ---------------  ----------------  ----------------
                                                                     3,030               995            3,201               959
                                                              -----------------  ---------------  ----------------  ----------------
    Adjusted weighted-average shares and assumed
       conversions                                                  66,050            66,089           66,026            66,103
                                                              =================  ===============  ================  ================
    Net income per common share:
       Basic                                                         $0.31             $0.26            $0.21             $0.15
                                                              =================  ===============  ================  ================
       Diluted                                                       $0.29             $0.26            $0.20             $0.14
                                                              =================  ===============  ================  ================
 
          (*)  On December 28, 2006,  the Company  completed  its  repurchase of
               3,010,740   shares  of  Class  A  Common  Stock  in  a  privately
               negotiated  transaction.  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 was in addition
               to the Company's then existing stock repurchase  authorization of
               $20.0 million,  of which $8.7 million  remained  authorized,  but
               unused  as of  December  30,  2007.  On  January  21,  2008,  the
               Company's Board of Directors  authorized an increase to its stock
               repurchase  plan which,  when added to the funds remaining on its
               earlier   authorization,   increased  the  amount  available  for
               repurchase to $15.0 million.

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
share-based awards.

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


                                                                                                                 
                                                                     Three Months Ended                   Six Months Ended
                                                              ---------------------------------- ----------------------------------
                                                                 December 30,     December 31,     December 30,      December 31,
                                                                    2007              2006            2007              2006
                                                              ----------------- ---------------- ----------------  ----------------
                                                                              (in thousands, except per share data)

   Stock options                                                      $270               $482              $772            $1,338
   Restricted stock awards                                             566                507             1,533               671
                                                              ----------------- ---------------- ---------------- -----------------
        Total                                                          836                989             2,305             2,009
   Deferred income tax benefit                                         509                317               996               599
                                                              ----------------- ---------------- ---------------- -----------------
   Stock-based compensation expense, net                              $327               $672            $1,309            $1,410
                                                              ================= ================ ================= ================
   Impact on basic and diluted net income per
   common share                                                      $0.01              $0.01             $0.02             $0.02
                                                              ================= ================ ================= ================


                                       5



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

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

                                                                                              
                                                     Three Months Ended               Six Months Ended
                                               --------------------------------- ------------------------------
                                                December 30,     December 31,     December 30,     December 31,
                                                    2007             2006            2007             2006
                                               ---------------- ---------------- ---------------- -------------
                                                            (in thousands, except per share data)


   Marketing and sales                                  $242         $347             $756             $705
   Technology and development                             99          148              319              301
   General and administrative                            495          494            1,230            1,003
                                               ---------------- ---------------- ---------------- -------------
           Total                                        $836         $989           $2,305           $2,009
                                               ================ ================ ================ =============


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               Six Months Ended
                                               --------------------------------- ------------------------------
                                                 December 30,    December 31,      December 30,    December 31,
                                                     2007            2006             2007             2006
                                               ---------------- ---------------- ---------------- -------------


      Weighted average fair value of
       options granted                               $4.33            $2.59            $4.66          $2.59
      Expected volatility                             42.6%            46.0%            45.8%          46.0%
      Expected life                                    5.3 yrs          5.3 yrs          5.3 yrs        5.3 yrs
      Risk-free interest rate                         4.20%            4.50%            4.39%          4.50%
      Expected dividend yield                          0.0%             0.0%             0.0%           0.0%


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 six months ended
December 30, 2007:

                                                                                            
                                                                                       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                                                    157,500        $9.91
  Exercised                                                 (681,322)       $4.71
  Forfeited                                                 (167,192)      $10.71
                                                        -------------
  Outstanding at December 30, 2007                         8,461,651        $8.35     4.5 years       $16,429
                                                        =============
  Options vested or expected to vest at December 30,
   2007                                                    8,115,447        $8.40     4.3 years       $15,929
  Exercisable at December 30, 2007                         7,005,207        $8.56     3.9 years       $14,339



                                       6




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


As of December 30, 2007, the total future compensation cost related to nonvested
options, not yet recognized in the statement of income, was $3.8 million and the
weighted  average  period over which these awards are expected to be  recognized
was 2.8 years.

The Company  grants shares of common stock to its employees  that are subject to
restrictions on transfer and risk of forfeiture until  fulfillment of applicable
service  conditions  and, in certain cases,  holding periods  (Restricted  Stock
Awards).  The following table  summarizes the activity of non-vested  restricted
stock during the six months ended December 30, 2007:

                                                                        
                                                                          Weighted
                                                                       Average Grant
                                                                         Date Fair
                                                         Shares             Value
                                                        -------------  ---------------

            Non-vested at July 1, 2007                   1,101,982            5.70
            Granted                                        637,249          $11.53
            Vested                                         (16,177)          $7.08
            Forfeited                                      (51,177)          $7.54
                                                        -------------
            Non-vested at December 30, 2007              1,671,877           $7.85
                                                        =============


The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of December  30,  2007,  there was $8.5  million of
total   unrecognized   compensation   cost  related  to  non-vested   restricted
stock-based  compensation to be recognized over the  weighted-average  remaining
period of 2.2 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  $92.1  million  in cash,
including estimated working capital adjustments and transaction costs,  includes
a modern 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 amounted to a maximum of $4.5  million during the year ending 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 most recent
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


                    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:

                                                                                                    
                                                                                        December 30,      July 1,
                                                                                            2007           2007
                                                                                       ----------------  -----------
                                                                                                (in thousands)

                Finished goods                                                              $41,007         $43,113
                Work-in-Process                                                              16,882           3,911
                Raw materials                                                                 4,761          15,027
                                                                                         -----------     -----------
                                                                                            $62,650         $62,051
                                                                                         ===========     ===========



Note 6 - Goodwill and Intangible Assets

The change in the net carrying amount of goodwill by segment is as follows:

                                                                                                     
                                              1-800-
                                             Flowers.com        BloomNet         Gourmet           Home and
                                              Consumer            Wire           Food and          Children's
                                               Floral            Service       Gift Baskets          Gifts           Total
                                            --------------------------------------------------------------------------------
Balance at July 1, 2007                        $6,352               $-           $87,279           $18,500        $112,131
 Disposition of retail stores/other              (187)              $-                11              (241)           (417)
                                            --------------  ---------------  ---------------  ---------------  --------------
Balance at December 30, 2007                   $6,165               $-           $87,290           $18,259        $111,714
                                            ==============  ===============  ===============  ===============  ==============



The Company's other intangible assets consist of the following:

                                                                                                 
                                                       December 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          $4,247       $ 680       $4,927         $4,085         $842
  Customer lists               3 - 10 years    14,260           4,886       9,374       14,260          3,919       10,341
  Other                         5 - 8 years     2,639             956       1,683        2,639            748        1,891
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               21,826          10,089      11,737       21,826          8,752       13,074

 Trademarks with
  indefinite lives                             39,679               -      39,679       39,676              -       39,676
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
  intangible assets                           $61,505          10,089     $51,416      $61,502         $8,752      $52,750
                                            ============ =============== =========== =========== =============== ============



Estimated future amortization expense is as follows:  remainder of fiscal 2008 -
$1.3  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



                    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:

                                                                                                      
                                                                                        December 30,    July 1,
                                                                                           2007          2007
                                                                                        ------------ -----------
                                                                                                (in thousands)

                Term loan                                                                   $72,250     $76,500
                Revolving Line of  Credit                                                         -           -
                Commercial Note                                                                 829       1,553
                Obligations under capital leases                                                 62          79
                                                                                        ------------  ----------
                                                                                             73,141      78,132
                Less current maturities of long-term debt and obligations under
                   capital leases                                                            11,516      10,132
                                                                                        ------------  ----------
                                                                                            $61,625     $68,000
                                                                                        ============  ==========



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 December  30,  2007,  the
Company had no borrowings outstanding under the revolving credit facility.


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 and
six months ended December 30, 2007 was 40.2% and 40.5%,  respectively,  compared
to 39.1% and 38.7% during the  comparative  three and six months ended  December
31, 2006.  The effective tax rate during the three and six months ended December
31, 2006  includes  the  favorable  impact of a tax  settlement.  The  Company's
effective  tax rate for the three and six months  ended  December  30,  2007 and
December 31, 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 material accrued interest or
penalties  associated with any unrecognized  tax benefits,  nor was any material
interest expense recognized during the quarter.


                                       9


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.

                                                                                              
                                                        Three Months Ended                   Six Months Ended
                                                    -----------------------------      ------------------------------
                                                     December 30,   December 31,        December 30,     December 31,
 Net revenues                                           2007           2006                 2007             2006
                                                    -------------  --------------      --------------  --------------
                                                                            (in thousands)
   Net revenues:
       1-800-Flowers.com Consumer Floral               $114,070       $114,725            $201,669         $197,393
       BloomNet Wire Service                             12,732          9,640              22,623           16,806
       Gourmet Food & Gift Baskets                      110,605        108,910             133,767          131,134
       Home & Children's Gifts                           98,013         98,145             122,748          123,012
       Corporate (*)                                        585            121               1,710            1,036
       Intercompany eliminations                         (1,803)        (1,675)             (2,505)          (2,383)
                                                    -------------  --------------      --------------  --------------
     Total net revenues                                $334,202       $329,866            $480,012         $466,998
                                                    =============  ==============      ==============  ==============



                                                        Three Months Ended                   Six Months Ended
                                                    -----------------------------      -------------------------------
                                                     December 30,   December 31,        December 30,     December 31,
 Operating Income                                       2007           2006                2007             2006
                                                    -------------  --------------      --------------   --------------
                                                                            (in thousands)

  Category Contribution Margin:
      1-800-Flowers.com Consumer Floral                 $13,561        $13,451             $25,506          $21,321
      BloomNet Wire Service                               4,458          3,256               7,022            4,958
      Gourmet Food & Gift Baskets                        24,912         25,326              23,057           23,752
      Home & Children's Gifts                             8,747          3,896               6,451            2,018
                                                    -------------  --------------      --------------  --------------
  Category Contribution Margin Subtotal                  51,678         45,929              62,036           52,049
      Corporate (*)                                     (13,083)       (12,121)            (26,792)         (24,301)
      Depreciation and amortization                      (4,967)        (3,834)             (9,837)          (8,578)
                                                    -------------  --------------      --------------  --------------
  Operating income                                      $33,628        $29,974             $25,407          $19,170
                                                    =============  ==============      ==============  ==============

 (*) 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 Share-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.


                                       10


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.

In October  2007,  1-800-Flowers.Com.,  Inc. and its  subsidiary,  1-800-Flowers
Retail,  Inc.  (collectively  "the  Company"),  were  served  with  a  purported
nationwide  class action lawsuit filed in the United States  District  Court, in
and for the Southern District of Florida (Grabein v.  1-800-Flowers.Com.,  Inc.,
et al; Case No.  07-22235).  The Complaint alleges violation of the federal Fair
and Accurate Credit Transaction Act ("FACTA") based upon the allegation that the
Company  printed/provided  receipts  to  consumers  at  the  point  of  sale  or
transaction  on which  receipts  appeared  more  than the last  five  digits  of
customers'  credit or debit card  numbers  and/or the  expiration  dates of such
cards.  Similar  complaints  have been filed against a number of retailers.  The
Complaint  does not specify any actual  damages for any member of the  purported
class.  However, the Complaint does seek statutory damages of $100 to $1,000 for
each  proven  alleged  willful  violation  of the  statute,  if any, as well as,
attorneys' fees, costs, unspecified punitive damages and a permanent injunction.
We are  currently  examining  information  relating  to the  allegations  in the
Complaint and are evaluating developing judicial  interpretations of the statute
and pending  legislation in Congress that would amend FACTA.  While we intend to
vigorously  defend against the claims asserted,  this case is in the preliminary
stages of litigation and, as a result, the ultimate outcome of this case and any
potential  financial  impact on the Company are not reasonably  determinable  at
this time.






















                                       11



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.com  (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.









                                       12

Category Information

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.

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.

                                                                                                           
                                                     Three Months Ended                               Six Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                          December 30,  December 31,                    December 30,   December 31,
Net Revenues                                 2007           2006         % Change           2007            2006         % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                              (in thousands)
Net revenues:
    1-800-Flowers.com Consumer Floral      $114,070       $114,725         (0.6)%        $201,669         $197,393          2.2%
    BloomNet Wire Service                    12,732          9,640          32.1%          22,623           16,806         34.6%
    Gourmet Food & Gift Baskets             110,605        108,910           1.6%         133,767          131,134          2.0%
    Home & Children's Gifts                  98,013         98,145         (0.1)%         122,748          123,012        (0.2)%
    Corporate (*)                               585            121         383.5%           1,710            1,036         65.1%
    Intercompany eliminations                (1,803)        (1,675)        (7.6)%          (2,505)          (2,383)       (5.1)%
                                        -------------- ---------------                 -------------- ---------------
Total net revenues                         $334,202       $329,866           1.3%        $480,012         $466,998          2.8%
                                        ============== ===============                 ============== ===============


                                                     Three Months Ended                               Six Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                          December 30,  December 31,                    December 30,   December 31,
Gross Profit                                 2007           2006         % Change           2007           2006         % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                              (in thousands)
Gross Profit:
    1-800-Flowers.com Consumer Floral        $44,924        $45,575        (1.4)%         $79,020          $77,026           2.6%
                                                39.4%          39.7%                         39.2%            39.0%

    BloomNet Wire Service                      7,273          5,777         25.9%          12,882            9,877          30.4%
                                                57.1%          59.9%                         56.9%            58.8%

    Gourmet Food & Gift Baskets               54,298         52,706          3.0%          63,781           61,225           4.2%
                                                49.1%          48.4%                         47.7%            46.7%

    Home & Children's Gifts                   46,591         47,904        (2.7)%          56,797           58,246         (2.5)%
                                                47.5%          48.8%                         46.3%            47.3%

    Corporate (*)                                256             75        241.3%             763              521          46.4%
                                                43.8%          62.0%                         44.6%            50.3%

    Intercompany eliminations                   (286)           (60)                         (306)            (104)
                                        -------------- ---------------                 -------------- ---------------
     Total gross profit                     $153,056       $151,977          0.7%        $212,937         $206,791           3.0%
                                        ============== ===============                 ============== ===============
                                                45.8%          46.1%                         44.4%            44.3%
                                        ============== ===============                 ============== ===============


                                                     Three Months Ended                               Six Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                          December 30,   December 31,                   December 30,   December 31,
EBITDA (**)                                  2007            2006         % Change          2007            2006         % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                              (in thousands)
Category Contribution Margin:
    1-800-Flowers.com Consumer Floral        $13,561     $13,451             0.8%         $25,506          $21,321          19.6%
    BloomNet Wire Service                      4,458       3,256            36.9%           7,022            4,958          41.6%
    Gourmet Food & Gift Baskets               24,912      25,326           (1.6)%          23,057           23,752         (2.9)%
    Home & Children's Gifts                    8,747       3,896           124.5%           6,451            2,018         219.7%
                                        -------------- ---------------                 -------------- ---------------
Category Contribution Margin Subtotal         51,678      45,929            12.5%          62,036           52,049          19.2%
    Corporate (*)                            (13,083)    (12,121)          (7.9)%         (26,792)         (24,301)       (10.3)%
                                        -------------- ---------------                 -------------- ---------------
EBITDA                                       $38,595     $33,808            14.2%         $35,244          $27,748          27.0%
                                        ============== ===============                 ============== ===============


                                       13

(*)  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 Share-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 Income to EBITDA:

                                                                                                         
                                                                   Three Months Ended               Six Months Ended
                                                               ---------------------------  -----------------------------
                                                                December 30,  December 31,   December 30,   December 31,
                                                                    2007         2006            2007          2006
                                                               ------------- -------------  -------------- --------------
                                                                                        (in thousands)
Net income                                                         $19,256       $16,922          $13,466        $9,503
Add:
 Interest expense                                                    1,737         2,425            3,282         4,253
 Depreciation and amortization                                       4,967         3,834            9,837         8,578
 Income tax expense                                                 12,942        10,874            9,162         6,009
 Other expense (income)                                                (12)            7              (30)           (4)
Less:
 Interest income                                                       295           254              473           591
                                                               ------------- -------------  -------------- --------------
EBITDA                                                             $38,595       $33,808          $35,244       $27,748
                                                               ============= =============  ============== ==============

Results of Operations

Net Revenues
                                               Three Months Ended                              Six Months Ended
                                    -------------------------------------------- ----------------------------------------------
                                     December 30,     December 31,                December 30,    December 31,
                                        2007            2006          % Change         2007           2006         % Change
                                    --------------- ---------------- ----------- --------------- -------------- ---------------
                                                                   (in thousands)

Net revenues:
 E-Commerce                           $274,168          $270,159          1.5%      $388,671       $379,418        2.4%
 Other                                  60,034            59,707          0.5%        91,341         87,580        4.3%
                                    --------------- ----------------             --------------- --------------
Total net revenues                    $334,202          $329,866          1.3%      $480,012       $466,998        2.8%
                                    =============== ================             =============== ==============

The  Company's  revenue  growth of 1.3% and 2.8% during the three and six months
ended  December  30,  2007,  respectively,  was  primarily  attributable  to the
continued  expansion of the  Company's  BloomNet  Wire Service  business,  which
increased  32.1%  and  34.6%,  during  the  respective   periods.   During  this
challenging consumer  environment,  which was characterized by cautious consumer
spending and aggressive  promotional  activity by competitors across the gifting
industry, the Company made the conscious decision not to chase revenue growth in
its  direct-to-consumer  businesses,  instead  focusing on achieving its primary
goal of  leveraging  its  business  platform to drive  profitable  growth  while
reducing its operating expense ratio. As a result,  despite the difficult retail
consumer environment  experienced during the current Holiday season, the Company
was able to achieve net income growth of 13.8% on more modest revenue growth.

                                       14

The Company fulfilled  approximately  4,404,000 and 6,058,000 orders through its
E-commerce sales channels (online and telephonic sales) during the three and six
months ended December 30, 2007, respectively, which represents increases of 0.7%
and 0.8% over the  respective  prior  year  periods.  The  Company's  E-commerce
average  order value of $62.25 and $64.16  during the three and six months ended
December 30, 2007,  respectively,  increased 0.8% and 1.7%,  over the respective
prior year  periods,  primarily  from a  combination  of product mix and pricing
initiatives.  Other  revenues,  for the three and six months ended  December 30,
2007, increased in comparison to the same period of the prior year, primarily as
a result of the continued  membership  revenue  growth and expanded  product and
service offerings from the Company's  BloomNet Wire Service category,  offset by
reduced wholesale revenues from its Gourmet Food and Gift Baskets category.

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 December 30,
2007 decreased by 0.6% over the prior year period, primarily due to lower retail
sales  from  its  company-owned  floral  stores  as a  result  of the  continued
transition of Company stores to franchise  ownership.  A slight E-Commerce order
volume  reduction was offset by a higher  average  sale,  due to product mix and
pricing initiatives.

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 and six months ended  December 30, 2007  increased by 32.1% and 34.6% over
the respective  prior year periods,  primarily as a result of increased  florist
membership  revenues due in part to its pricing initiatives and a growing volume
of orders  sent  between  florists,  as well as  expanded  product  and  service
offerings.

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 and six months ended December
30, 2007 increased by 1.6% and 2.0% over the respective  prior year periods as a
result of  increased  order  volumes on the  E-Commerce  sales  channel from the
Cheryl & Co., Fannie May Confections and Popcorn Factory brands,  offset in part
by  reductions  within  Cheryl  & Co.  and  Fannie  May  Confections'  wholesale
operations.

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 and six  months  ended
December 30, 2007 remained relatively  consistent with the respective prior year
periods, 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's  management  implemented  several  changes to improve the  performance
within this  category  including:  (i)  discontinuing  catalog  titles,  such as
Madison Place and Problem Solvers, (ii) strengthening the management team, (iii)
improving  the  creative  look and feel of the  catalogs  and (iv)  reducing the
circulation plans for all titles to place more focus on the category's  existing
customer  base.  These changes had the desired effect of improving the operating
results  within the  category,  while  maintaining  prior year  revenue  levels,
resulting in category  contribution  margin  improvements  of 124.5% and 219.7%,
during the respective three and six months ended December 30, 2007.

The Company  anticipates  that its revenue growth for fiscal 2008 will be in the
range of 2-4  percent,  as  anticipated  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 anticipated  revenue  contribution
expected from its Home and Children's Gifts category.


                                       15

Gross Profit

                                                                                                      
                                               Three Months Ended                              Six Months Ended
                                  --------------------------------------------- ---------------------------------------------
                                  December 30,     December 31,                  December 30,     December 31,
                                      2007             2006         % Change         2007             2006          % Change
                                  -------------- --------------- -------------  --------------- --------------- -------------
                                                                  (in thousands)

Gross profit                         $153,056       $151,977           0.7%         $212,937        $206,791         3.0%
Gross margin %                           45.8%          46.1%                           44.4%           44.3%



Gross profit  increased during the three and six months ended December 30, 2007,
in comparison to the same period of the prior year, primarily as a result of the
revenue growth described above.  Gross margin percentage during the three months
ended  December 30, 2007 decreased 30 basis points,  reflecting the  promotional
nature of the current holiday  season.  During the six months ended December 30,
2007 gross  margin  percentage  increased 10 basis points as a result of product
mix and manufacturing efficiencies.

The  1-800-Flowers.com  Floral  Consumer  category gross profit and gross margin
percentage for the three months ended December 30, 2007 decreased by 1.4% and 30
basis  points,  respectively,  over the  prior  year  period  as a result of the
aforementioned  decrease in net revenues,  and due to a greater use of selective
promotional  offerings during the current Holiday season. Gross profit and gross
margin  percentage  during the six months ended December 30, 2007 increased 2.6%
and 20 basis points,  respectively,  over the prior year period,  resulting from
increased net revenues,  and  improvements in fulfillment  logistics and pricing
initiatives.

The  BloomNet  Wire Service  category  gross profit for the three and six months
ended December 30, 2007  increased by 25.9% and 30.4% over the respective  prior
year periods as a result of increases in florist  membership  revenues resulting
in part from  pricing  initiatives  and a growing  volume of orders sent between
florists,   and  increased  revenues  from  its  expanded  product  and  service
offerings.  Gross  margin  percentage  decreased  280 basis points and 190 basis
points,  to 57.1% and 56.9% during the three and six months  ended  December 30,
2007,  respectively,  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.

The  Gourmet  Food & Gift  Basket  category  gross  profit for the three and six
months ended  December 30, 2007  increased by 3.0% and 4.2% over the  respective
prior year periods as a result of the  aforementioned  increased revenue as well
as an improved gross margin percentage.  Gross margin percentage increased by 70
basis points and 100 basis  points,  to 49.1% and 47.7%,  in  comparison  to the
respective  three  and six  months  ended  December  31,  2006,  as a result  of
manufacturing efficiencies, improved product sourcing, and sales channel mix.

The Home & Children's  Gift  category  gross profit for the three and six months
ended  December 30, 2007  decreased by 2.7% and 2.5% over the  respective  prior
year periods as a result of the lower gross margin  percentage,  which  declined
130 basis points and 100 basis points, to 47.5% and 46.3%,  during the three and
six months  ended  December  30,  2007,  respectively,  due to sales mix and the
increase in the use of selective  promotional  pricing and free shipping  offers
during the current Holiday season.

During the remainder of fiscal 2008,  the Company  expects that its gross margin
percentage  will  improve  slightly,  although  vary by quarter  due to seasonal
changes in  product  mix,  primarily  through  the  growth of its higher  margin
business  categories  including  Gourmet Food and Gift Baskets and BloomNet Wire
Service,  and improved  product  sourcing,  new product  development and process
improvement initiatives implemented during the second half of fiscal 2007.



                                       16


Marketing and Sales Expense

                                                                                                    
                                               Three Months Ended                              Six Months Ended
                                  --------------------------------------------- ---------------------------------------------
                                  December 30,     December 31,                  December 30,     December 31,
                                      2007             2006         % Change         2007             2006          % Change
                                  -------------- --------------- -------------  --------------- --------------- -------------
                                                                  (in thousands)

Marketing and sales                   $93,594          $99,037        (5.5)%         $136,373        $141,407         (3.6)%
Percentage of net revenues               28.0%            30.0%                          28.4%           30.3%


During the three and six months ended  December 30,  2007,  marketing  and sales
expenses  decreased  5.5% and 3.6%,  and  declined  from  30.0% and 30.3% of net
revenues,  to 28.0% and 28.4% of net revenues, as a result of improved operating
leverage from a number of cost-saving  initiatives,  including  catalog printing
and e-mail pricing  improvements,  and planned reductions in catalog prospecting
and the  discontinuance  of the Madison Place and Problem  Solvers titles within
the Home &  Children's  category,  as well as the  impact  of the  growth of the
Company's BloomNet category.  During the three and six months ended December 30,
2007,  the Company added  approximately  1,259,000 and 1,764,000 new  e-commerce
customers,  respectively.  As a  result  of  the  Company's  effective  customer
retention  efforts,  approximately  1,501,000 and 2,324,000  existing  customers
placed  e-commerce  orders  during the three and six months  ended  December 30,
2007,  respectively,  representing  an  increase  of 5.1% and 4.4% over the same
periods of the prior year. Of the 2,760,000  and 4,088,000  total  customers who
placed  e-commerce  orders  during the three and six months  ended  December 30,
2007, approximately 54.4% and 56.8% were repeat customers, compared to 53.0% and
52.0% during the respective prior year periods, 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.

Technology and Development Expense

                                               Three Months Ended                              Six Months Ended
                                  --------------------------------------------- ---------------------------------------------
                                  December 30,     December 31,                  December 30,     December 31,
                                      2007             2006         % Change         2007             2006          % Change
                                  -------------- --------------- -------------  --------------- --------------- -------------
                                                                  (in thousands)

Technology and development             $5,419          $5,201          4.2%          $10,654         $10,362          2.8%
Percentage of net revenues                1.6%            1.6%                           2.2%            2.2%



During  the three  and six  months  ended  December  31,  2007,  technology  and
development expense increased in comparison to the respective prior year periods
by 4.2% and 2.8%, but remained consistent as a percentage of net revenues,  as a
result of increased  labor costs  required to support the  Company's  technology
platform,   offset  in  part  by  savings  derived  from  renegotiating  various
technology  maintenance and license agreements.  During the three and six months
ended December 30, 2007, the Company  expended $7.5 million and $16.0 million on
technology  and  development,  of which $2.1  million and $5.3  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.



                                       17






General and Administrative Expense

                                                                                                    
                                               Three Months Ended                              Six Months Ended
                                  --------------------------------------------- ---------------------------------------------
                                  December 30,     December 31,                  December 30,     December 31,
                                      2007             2006         % Change         2007             2006          % Change
                                  -------------- --------------- -------------  --------------- --------------- -------------
                                                                  (in thousands)

General and administrative            $15,448       $13,931            10.9%         $30,666         $27,274          12.4%
Percentage of net revenues                4.6%          4.2%                             6.4%            5.8%


General and  administrative  expense  increased 10.9% and 12.4% during the three
and six months ended December 30, 2007, respectively, and by 40 basis points and
60 basis  points of net  revenues in  comparison  to the  respective  prior year
periods,  primarily as a result of  increased  professional  fees and  corporate
initiatives.  The  benefit  of  these  increased  costs  are  reflected  in  the
improvements   within  the  Company's   overall  operating  expense  ratios,  in
comparison to the same periods 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, to slightly above, the prior year period.

Depreciation and Amortization Expense

                                               Three Months Ended                              Six Months Ended
                                  --------------------------------------------- ---------------------------------------------
                                  December 30,     December 31,                  December 30,     December 31,
                                      2007             2006         % Change         2007             2006          % Change
                                  -------------- --------------- -------------  --------------- --------------- -------------
                                                                  (in thousands)

Depreciation and amortization          $4,967        $3,834            29.6%          $9,837         $8,578           14.7%
Percentage of net revenues                1.5%          1.2%                             2.0%           1.8%



Depreciation  and  amortization  expense  during the three and six months  ended
December 30, 2007  increased by 29.6% and 14.7%,  respectively,  and by 30 basis
points and 20 basis  points of net revenue as compared to the  respective  prior
year periods.  The increases are the result of recent capital  additions,  and a
reduction  in  amortization  expense  recorded  during  the three  months  ended
December 31, 2006 associated with the Company's Fannie May  acquisition.  During
the second  quarter of the prior year,  the Company  completed its allocation of
the purchase price of Fannie May  Confections to the individual  assets acquired
and liabilities assumed,  which resulted in adjustments to the carrying value of
recorded assets and liabilities,  including  revisions to the value and expected
lives of certain  intangible assets,  subject to amortization,  and the residual
amount that was  allocated  to  goodwill.  As a result,  during the three months
ended  December  31,  2006,  the Company  recorded a reduction  in  amortization
expense in  the amount of $0.6 million,  reflecting  the impact of the change in
estimate in that period.

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  increase  slightly  as a
percentage of net revenues in comparison to the prior year.


                                       18


Other Income (Expense)

                                                                                     
                                              Three Months Ended                   Six Months Ended
                                          ----------------------------  -------------------------------
                                            December 30,  December 31     December 30,   December 31,
                                               2007          2006            2007             2006
                                          -------------------------------------------------------------
                                                                 (in thousands)

         Interest income                      $295          $254              $473            $591
         Interest expense                   (1,737)       (2,425)           (3,282)         (4,253)
         Other                                  12            (7)               30               4
                                          ------------  -------------  --------------- ----------------
                                           ($1,430)      ($2,178)          ($2,779)        ($3,658)
                                          ============  =============  =============== ================


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 December 30, 2007, the  outstanding
balance on the term loan under the  Company's  2006  Credit  Facility  was $72.3
million.  During the three and six months ended  December 30, 2007,  the Company
borrowed  under its line of credit to fund working  capital needs in preparation
for the holiday season. All such borrowings were repaid by December 30, 2007.

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 and six months  ended  December 30, 2007 and December 31, 2006,
the  Company  recorded  income tax expense of $12.9  million  and $9.2  million,
respectively.  The  Company's  effective  tax rate for the three and six  months
ended December 30, 2007 was 40.2% and 40.5%, respectively, compared to 39.1% and
38.7% during the  comparative  three and six months ended December 31, 2006. The
effective  tax rate  during the three and six months  ended  December  31,  2006
includes the favorable impact of a tax settlement.  The Company's  effective tax
rate for the three and six months ended December 30, 2007 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  December  30,  2007,  the  Company  had  working  capital of $67.0  million,
including cash and equivalents of $65.4 million,  compared to working capital of
$51.4 million, including cash and equivalents of $16.1 million, at July 1, 2007.

Net cash  provided by operating  activities  of $62.7 million for the six months
ended December 30, 2007 was primarily  attributable to the Company's net income,
adjusted for non-cash  charges for  depreciation  and  amortization and deferred
income taxes, as well as seasonal changes in working capital,  primarily related
to a quarter end  increase in accounts  payable,  which will be paid down during
the third quarter.

Net cash used in investing  activities of $12.3 million for the six months ended
December 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.

                                       19

Net cash used in financing  activities  of $1.0 million for the six months ended
December 30, 2007 was  primarily  from the net  repayment of bank  borrowings on
outstanding  debt and  long-term  capital lease  obligations,  offset in part by
proceeds from employee stock option exercises.

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.  As of December 30, 2007,  the Company had no borrowings  outstanding
under the revolving credit facility.

The Company  believes,  based on current  circumstances,  that its  existing and
future cash flows from operations will be sufficient to fund its working capital
needs,  capital  expenditures  and repayments of bank  borrowings on outstanding
debt and long-term  capital lease  obligations until the first quarter of fiscal
2009,  at which time it will borrow  against its line of credit to fund  working
capital  requirements   related  to  pre-holiday   manufacturing  and  inventory
purchases. The Company anticipates that, as in the current year, such borrowings
will peak during the second  quarter of 2009,  before  being repaid prior to the
end of that quarter.

As of December 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.  This repurchase was approved by the  disinterested  members of
the  Company's  Board of  Directors  and was in addition to the  Company's  then
existing stock repurchase  authorization of $20.0 million, of which $8.7 million
remained authorized, but unused as of December 30, 2007.

On January 21, 2008, the Company's Board of Directors  authorized an increase to
its stock  repurchase  plan  which,  when  added to the funds  remaining  on its
earlier  authorization,  increased the amount  available for repurchase to $15.0
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.

At December 30, 2007, the Company's contractual obligations consist of:

                                                                                                
                                                                      Payments due by period
                                        -----------------------------------------------------------------------------------
                                                                          (in thousands)
                                                          Less than 1           1-3                            More than 5
                                             Total               year         years       3 - 5 years                years
                                        -----------    ---------------    ------------   -------------     ----------------

Long-term debt                             $84,956            $15,559         $33,530         $35,867                   $-
Capital lease obligations                       77                 27              25              25                    -
Operating lease obligations                 63,894              6,129          16,436          13,182               28,147
Sublease obligations                         4,920              1,020           2,720             927                  253
Purchase commitments (*)                    38,028             28,028          10,000               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                $191,875            $50,763         $62,711         $50,001              $28,400
                                        ===========    ===============    ============   =============     ================



(*) Purchase  commitments  consist  primarily of inventory,  equipment  purchase
orders, online marketing and licensing 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

                                       20

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.

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.

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

                                       21

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

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, and 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 growth;
       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; and
       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.

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.

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

                                       22


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















                                       23




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.

In October  2007,  1-800-Flowers.Com.,  Inc. and its  subsidiary,  1-800-Flowers
Retail,  Inc.  (collectively  "the  Company"),  were  served  with  a  purported
nationwide  class action lawsuit filed in the United States  District  Court, in
and for the Southern District of Florida (Grabein v.  1-800-Flowers.Com.,  Inc.,
et al; Case No.  07-22235).  The Complaint alleges violation of the federal Fair
and Accurate Credit Transaction Act ("FACTA") based upon the allegation that the
Company  printed/provided  receipts  to  consumers  at  the  point  of  sale  or
transaction  on which  receipts  appeared  more  than the last  five  digits  of
customers'  credit or debit card  numbers  and/or the  expiration  dates of such
cards.  Similar  complaints  have been filed against a number of retailers.  The
Complaint  does not specify any actual  damages for any member of the  purported
class.  However, the Complaint does seek statutory damages of $100 to $1,000 for
each  proven  alleged  willful  violation  of the  statute,  if any, as well as,
attorneys' fees, costs, unspecified punitive damages and a permanent injunction.
We are  currently  examining  information  relating  to the  allegations  in the
Complaint and are evaluating developing judicial  interpretations of the statute
and pending  legislation in Congress that would amend FACTA.  While we intend to
vigorously  defend against the claims asserted,  this case is in the preliminary
stages of litigation and, as a result, the ultimate outcome of this case and any
potential  financial  impact on the Company are not reasonably  determinable  at
this time.


ITEM 1A.  RISK FACTORS.


There have been no material  changes from the risk factors  disclosed in Part 1,
Item 1A, 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 first six months of fiscal 2008,  which  includes the
period July 1, 2007 through December 30, 2007.

                                                                                            
                                                                          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
    10/1/07 - 10/28/07                  -                   $-                        -              $8,669
    10/29/07 - 11/25/07                 -                   $-                        -              $8,669
    11/26/07 - 12/30/07                                                               -              $8,669
                             ----------------    ---------------    ---------------------
Total                                 3.6               $11.55                      3.6
                             ================    ===============    =====================



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

On December 28, 2006, the Company  completed its repurchase of 3,010,740  shares
of Class A Common  Stock in a privately  negotiated  transaction.  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 was in addition to



                                       24


the Company's then existing stock repurchase  authorization of $20.0 million, of
which $8.7 million remained  authorized,  but unused as of December 30, 2007. On
January 21, 2008, the Company's Board of Directors authorized an increase to its
stock  repurchase  plan which,  when added to the funds remaining on its earlier
authorization, increased the amount available for repurchase to $15.0 million.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         The Company's Annual Meeting of Stockholders was held on December 4,
         2007.

         The following nominees were elected as directors, each to serve until
         the 2010 Annual Meeting or until their respective successors shall have
         been duly elected and qualified, by the vote set forth below:

                                                                                           

         Nominee                                        For                                       Withheld
         ----------------------------    -----------------------------------      ------------------------------------------
         John J. Conefry, Jr.                       384,930,091                                    372,522
         Leonard J. Elmore                          383,473,013                                  1,829,600
         Jan L. Murley                              385,062,794                                    239,819

         The following Directors who were not nominees for election at this
         Annual Meeting will continue to serve on the Board of Directors of the
         Company: James F. McCann, Christopher G. McCann, Lawrence Calcano,
         James Cannavino, and Jeffrey C. Walker.

         The proposal to ratify  the  appointment  of Ernst & Young LLP  as  the
         Company's  independent registered public accounting firm for the fiscal
         year ending June 29, 2008 was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               384,484,241                            798,176                                      20,196


         There were no broker non-votes for this proposal.


ITEM 5.  OTHER INFORMATION

         None.



ITEM 6.  EXHIBITS

          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.





                                       25



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                             1-800-FLOWERS.COM, Inc.
                                             (Registrant)




Date: February 6, 2008                       /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: February 6, 2008                       /s/ William E. Shea
-----------------------                      -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)










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