SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                        Exchange Act of 1934, as amended.


Filed by the registrant  |X|

Filed by a party other than the registrant  |_|

Check the appropriate box:  |_|

         Preliminary proxy statement        |_|

         Definitive proxy statement         |X|

         Definitive additional materials    |_|

         Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12  |_|

                             1-800-FLOWERS.COM, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

|X|  No fee required.

|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------
     (2)  Aggregate number of securities to which transactions applies:

--------------------------------------------------------------------------------
     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

--------------------------------------------------------------------------------
     (4)  Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------

     (5)  Total fee paid:

--------------------------------------------------------------------------------

o Fee paid previously with preliminary materials:

--------------------------------------------------------------------------------

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

     (1)  Amount Previously Paid:

--------------------------------------------------------------------------------
     (2)  Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------
     (3)  Filing Party:

--------------------------------------------------------------------------------
     (4)  Date Filed:



                             1-800-FLOWERS.COM, INC.

                               1600 Stewart Avenue
                            Westbury, New York 11590


                    Notice of Annual Meeting of Stockholders

                                December 2, 2003


The Annual Meeting of Stockholders (the "Annual Meeting") of  1-800-FLOWERS.COM,
Inc. (the "Company") will be held at 395 North Service Road, Melville, NY 11747,
Lower Level Media Center (the "Meeting Place"), on Tuesday,  December 2, 2003 at
9:00 a.m.  eastern  standard time or any  adjournment  thereof for the following
purposes,  as more fully  described  in the Proxy  Statement  accompanying  this
notice:

(1) To elect two Directors  to serve  until the 2006 Annual  Meeting or until
their respective successors shall have been duly elected and qualified;

(2) To approve the Section 16 Executive Officers Bonus Plan;

(3) To approve the 2003 Long Term Incentive and Share Award Plan;

(4)  To  ratify  the  selection  of  Ernst  &  Young  LLP,   independent  public
accountants,  as  auditors  of the  Company  for the fiscal year ending June 27,
2004; and

(5) To  transact  such other  matters  as may  properly  come  before the Annual
Meeting.

Only  stockholders of record at the close of business on October 8, 2003 will be
entitled  to  notice  of,  and to  vote  at,  the  Annual  Meeting.  A  list  of
stockholders  eligible  to vote at the  Annual  Meeting  will be  available  for
inspection  at the  Annual  Meeting,  and for a period of ten days  prior to the
Annual Meeting, during regular business hours at the Meeting Place.

All stockholders  are cordially  invited to attend the Annual Meeting in person.
Whether  or not you  expect to attend  the  Annual  Meeting,  your proxy vote is
important.  To assure your representation at the Annual Meeting, please sign and
date the enclosed  proxy card and return it promptly in the  enclosed  envelope,
which  requires no additional  postage if mailed in the United  States.  You may
revoke  your proxy at any time prior to the  Annual  Meeting.  If you attend the
Annual Meeting and vote by ballot, your proxy will be revoked  automatically and
only your vote at the Annual Meeting will be counted.

                       By Order of the Board of Directors
                             /s/ Gerard M. Gallagher
                               Gerard M. Gallagher
                               Corporate Secretary

Westbury, New York
November 1, 2003


                  IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
                       BE COMPLETED AND RETURNED PROMPTLY



                             1-800-FLOWERS.COM, INC.


                                 PROXY STATEMENT

                                November 1, 2003

This   Proxy   Statement   is   furnished   to   stockholders   of   record   of
1-800-FLOWERS.COM,  Inc.  (the  "Company")  as of October  8, 2003 (the  "Record
Date") in connection with the  solicitation of proxies by the Board of Directors
of the Company (the "Board of  Directors"  or the "Board") for use at the Annual
Meeting of Stockholders  (the "Annual  Meeting") which will be held at 395 North
Service  Road,  Melville,  NY 11747,  Lower  Level Media  Center  (the  "Meeting
Place"), on Tuesday,  December 2, 2003 at 9:00 a.m. eastern standard time or any
adjournment thereof.

Shares  cannot be voted at the  Annual  Meeting  unless  the owner is present in
person  or by  proxy.  All  properly  executed  and  unrevoked  proxies  in  the
accompanying form that are received in time for the Annual Meeting will be voted
at the Annual Meeting or any adjournment thereof in accordance with instructions
thereon,  or if no instructions  are given,  will be voted "FOR" the election of
the named  nominees as Directors  of the Company,  and "FOR" the approval of the
Section 16 Executive  Officers  Bonus Plan,  and "FOR" approval of the 2003 Long
Term Incentive and Share Award Plan, and "FOR" the ratification of Ernst & Young
LLP,  independent public accountants,  as auditors of the Company for the fiscal
year ending June 27, 2004,  and will be voted in accordance  with the discretion
of the persons  appointed  as proxies with  respect to other  matters  which may
properly come before the Annual Meeting. Any person giving a proxy may revoke it
by written notice to the Company at any time prior to the exercise of the proxy.
In addition,  although mere attendance at the Annual Meeting will not revoke the
proxy,  a  stockholder  who attends the Annual  Meeting may  withdraw his or her
proxy and vote in person.  Abstentions and broker  non-votes will be counted for
purposes of determining  the presence or absence of a quorum for the transaction
of business at the Annual Meeting. Abstentions will be counted in tabulations of
the votes cast on each of the proposals presented at the Annual Meeting, whereas
broker  non-votes  will not be counted  for  purposes of  determining  whether a
proposal has been approved.

The  Annual  Report  of the  Company  (which  does not form a part of the  proxy
solicitation   materials)  is  being   distributed   concurrently   herewith  to
stockholders.

The mailing  address of the  principal  executive  office of the Company is 1600
Stewart  Avenue,  Westbury,  New  York  11590.  This  Proxy  Statement  and  the
accompanying  form of proxy are being mailed to the  stockholders of the Company
on November 10, 2003.

                                VOTING SECURITIES

The Company has two classes of voting  securities  issued and  outstanding,  its
Class A common  stock,  par value $0.01 per share (the "Class A Common  Stock"),
and its Class B common  stock,  par value  $0.01 per share (the  "Class B Common
Stock", and with the Class A Common Stock, the "Common Stock"),  which generally
vote together as a single class on all matters presented to the stockholders for
their vote or approval. At the Annual Meeting, each stockholder of record at the
close of business on October 8, 2003 of Class A Common Stock will be entitled to
one vote for each  share of Class A Common  Stock  owned on that date as to each
matter  presented at the Annual  Meeting and each  stockholder  of record at the
close of business on October 8, 2003 of Class B Common Stock will be entitled to
ten votes for each share of Class B Common  Stock  owned on that date as to each
matter presented at the Annual Meeting. On October 8, 2003, 28,835,351 shares of
Class A  Common  Stock  and  36,963,855  shares  of Class B  Common  Stock  were
outstanding.  A list of stockholders eligible to vote at the Annual Meeting will
be available for inspection at the Annual Meeting,  and for a period of ten days
prior to the Annual Meeting, during regular business hours at the Meeting Place.



                                   PROPOSAL 1

                              ELECTION OF DIRECTORS

Unless otherwise  directed,  the persons  appointed in the accompanying  form of
proxy  intend to vote at the Annual  Meeting  "FOR" the election of the nominees
named below as Class I  Directors  of the Company to serve until the 2006 Annual
Meeting or until their successors are duly elected and qualified. If any nominee
is  unable  to  be a  candidate  when  the  election  takes  place,  the  shares
represented  by valid proxies will be voted in favor of the remaining  nominees.
The Board of Directors  does not currently  anticipate  that any of the nominees
will be unable to be a candidate for election.

Pursuant  to  the   Company's   Third  Amended  and  Restated   Certificate  of
Incorporation,  the Board of  Directors  has been  divided  into three  classes,
denominated  Class I, Class II and Class III, with members of each class holding
office for staggered  three-year terms or until their respective  successors are
duly elected and qualified.  The Board of Directors  currently  consists of nine
members,  three of whom are Class I Directors  and each of whose terms expire at
the 2003 Annual Meeting. The Class I Directors are Messrs. Walker,  O'Connor and
Calcano.  Each of such Class I Directors,  except Mr. Calcano,  is a nominee for
election at the 2003 Annual  Meeting.  Mr. Calcano is not seeking  reelection in
view of his employer's policy with regard to board service. In order to fill the
vacancy,  the  Nominating  and  Corporate  Governance  Committee  is  evaluating
candidates  who are  qualified,  eligible  and  willing to serve on the Board of
Directors.  We  anticipate  that  we  will  fill  the  existing  vacancy  within
a reasonable time after the 2003 Annual  Meeting.  When the Board  succeeds  in
filling the vacancy,  such newly appointed  Director  shall serve as a Director
until the 2006 Annual  Meeting.  The Class II Directors are Messrs.  Conefry and
Elmore and Ms.  Quinlan each of whose term expires at the 2004 Annual  Meeting.
The Class III  Directors  are Messrs.  McCann,  McCann and  Minetti  whose terms
expire at the 2005 Annual Meeting. At each Annual Meeting, the successors to the
Directors  whose terms have  expired are elected to serve from the time of their
election and qualification until the third Annual Meeting following the election
or until a successor has been duly elected and  qualified.  The Company's  Third
Amended and Restated  Certificate  of  Incorporation  authorizes  the removal of
Directors under certain circumstances.

The affirmative  vote of a plurality of the Company's  outstanding  Common Stock
present in person or by proxy at the Annual  Meeting  is  required  to elect the
nominees for Directors.

Information Regarding Nominees for Election as Directors (Class I Directors)

The  following   information  with  respect  to  the  principal   occupation  or
employment,  other  affiliations  and business  experience  of each of the two
nominees  during the last five years has been  furnished  to the Company by such
nominee.

Jeffrey C.  Walker,  age 48, has been a Director of the Company  since  February
1995.  Mr. Walker has been Managing  Partner of JPMorgan  Partners,  the private
equity  group of J.P.  Morgan  Chase & Co.,  since 1988,  and a General  Partner
thereof since 1984.  He is also a Vice  Chairman of J.P.  Morgan Chase & Co. Mr.
Walker is a director of Axis  Insurance and Doane  PetCare,  as well as, several
other private companies.

Kevin J.  O'Connor,  age 42, has been a Director of the Company since July 1999.
Mr. O'Connor co-founded DoubleClick,  Inc., an Internet advertising network, and
has served as the  Chairman of the Board of  Directors  since its  inception  in
January 1996.  From December 1995 until  January 1996,  Mr.  O'Connor  served as
Chief Executive Officer of Internet Advertising Network, an Internet advertising
company,  which he founded.  From September 1994 to December 1995, Mr.  O'Connor
served as director of Research  for Digital  Communications  Associates,  a data
communications  company  (now  Attachmate  Corporation),  and from April 1992 to
September 1994, as its Chief Technical Officer and Vice President, Research.




  THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF MESSRS.
               JEFFREY C. WALKER AND KEVIN J. O'CONNOR AS CLASS I
       DIRECTORS TO SERVE IN SUCH CAPACITY UNTIL THE 2006 ANNUAL MEETING.

Information Regarding Directors Who Are Not Nominees for Election at this Annual
Meeting

The  following   information  with  respect  to  the  principal   occupation  or
employment,  other  affiliations  and business  experience  during the last five
years of each Director who is not a nominee for election at this Annual  Meeting
has been furnished to the Company by such Director.

James F. McCann,  age 52, has served as the Company's  Chairman of the Board and
Chief  Executive  Officer  since  inception.  Mr.  McCann has been in the floral
industry  since 1976 when he opened his retail  chain of flower shops in the New
York  metropolitan  area.  Mr.  McCann is a member of the board of  directors of
Gateway, Boyd's Bears and GTECH, as well as the boards of Hofstra University and
Winthrop-University  Hospital.  James F. McCann is the brother of Christopher G.
McCann, a Director and the President of the Company.

Christopher G. McCann, age 42, has been the Company's  President since September
2000 and prior to that was the Company's  Senior Vice President.  Mr. McCann has
been a Director of the Company since  inception.  Mr. McCann serves on the board
of directors of Neoware, Inc. and is a member of the Board of Trustees of Marist
College.  Christopher G. McCann is the brother of James F. McCann, the Company's
Chairman of the Board and Chief Executive Officer.

T. Guy Minetti,  age 52, has been a Director of the Company since  December 1993
and became the Company's Vice Chairman in September  2000. Mr. Minetti serves on
the board of directors of American  Sports Products Group Inc., a sporting goods
manufacturer that he co-founded in 1993 and Misonix,  Inc., a medical device and
industrial  product  company.  In  March  1989,  Mr.  Minetti  founded  Bayberry
Advisors,  an investment  banking firm,  and, prior  thereto,  Mr. Minetti was a
Managing Director at Kidder, Peabody & Company.

John J.  Conefry,  Jr., age 59, has been a Director of the Company since October
2002.  Mr.  Conefry  is Vice  Chairman  of the  Board of  Directors  of  Astoria
Financial  Corporation and its wholly-owned  subsidiary Astoria Federal Savings.
He formerly  served as the Chairman of the Board and CEO of Long Island  Bancorp
and The Long Island Savings Bank from September 1993 until September 1998. Prior
thereto,  Mr.  Conefry was a Senior Vice  President  of Merrill  Lynch,  Pierce,
Fenner & Smith, Inc., where he served in various  capacities,  including,  Chief
Financial  Officer.  Mr. Conefry was a partner in the public  accounting firm of
Deloitte & Touche, LLP (formerly,  Deloitte Haskins & Sells). Mr. Conefry serves
as a member of the Board of Trustees at Hofstra University, and on the boards of
St. Vincent's Services, and Wheel Chair Charities, Inc., among others.

Lawrence V.  Calcano,  age 40, has been a Director of the Company  since  August
1999.  Mr.  Calcano is a Managing  Director  and Co-Head of the High  Technology
Group at Goldman,  Sachs & Co., a worldwide  investment  banking firm.  Prior to
this  appointment  in July  1999,  Mr.  Calcano  managed  the  East  Coast  High
Technology  Group for  Goldman  from April  1993.  Mr.  Calcano  also  serves on
Goldman's Firmwide Technology Operating Committee.

Leonard J.  Elmore,  age 51, has been a Director  of the Company  since  October
2002.  Mr. Elmore is the  President of Test  University,  a leading  provider of
web-based,  customized  learning  standardized  test  preparation  and education
assessment  solutions.  Mr.  Elmore  also  serves  as  the  President  of  Pivot
Productions,  Inc., a media  production  company  specializing  in marketing and
advertising.  Prior to this appointment in 1999, Mr. Elmore practiced  corporate
law as a Partner of the law firm Patton Boggs, LLP.

Mary Lou Quinlan, age 50, has been a Director of the Company since May 2002. Ms.
Quinlan  is the  founder  and Chief  Executive  Officer  of Just Ask A Woman,  a
strategic  consultancy dedicated to marketing with women, since its inception in
1999. Prior to that, Ms. Quinlan served as President and Chief Executive Officer
of N.W. Ayer & Partners, a U.S. advertising firm, from 1994 through 1999, and in
executive  positions  at Avon  Products and DDB Needham  Worldwide.  In 1995 the
Advertising  Women of New York named Ms.  Quinlan the  Advertising  Woman of the
Year,  and in 1997 New  York  Women in  Communications  recognized  her with the
Matrix  Award.  Ms.  Quinlan also serves on the Board of Directors  for her alma
mater, Saint Joseph's University in Philadelphia, and The Advertising Council.


Committees of the Board

The Audit Committee of the Board of Directors reports to the Board regarding the
appointment  of the  Company's  independent  public  accountants,  the scope and
results of its annual audits,  compliance with accounting and financial policies
and  management's  procedures and policies  relative to the adequacy of internal
accounting controls.  The Company's Board of Directors adopted a written charter
for the Audit Committee in January 2000, which outlines the  responsibilities of
the Audit Committee and which charter was amended in August 2003.  Attached is a
copy of Amended Charter as Annex "A". During Fiscal 2003, the Audit  Committee's
composition  changed with Mr.  Conefry  being added to the  Committee  and being
designated Chairman in lieu of Mr. O'Connor.  For the fiscal year ended June 29,
2003 ("Fiscal 2003") and as currently comprised, the Audit Committee consists of
Messrs. Conefry (Chairman) and O'Connor, and Ms. Quinlan who are all independent
Directors of the Company as that term is defined by the rules and regulations of
the National Association of Securities Dealers (the "NASD").

The  Compensation  Committee  of  the  Board  of  Directors  reviews  and  makes
recommendations to the Board regarding the Company's  compensation  policies and
all forms of compensation to be provided to the Company's executive officers and
Directors.   The  Compensation  Committee  approves  the  compensation  for  the
Company's  executive   officers.   In  addition,   the  Compensation   Committee
administers  the Company's 1999 Stock  Incentive Plan under which option grants,
stock appreciation rights,  restricted awards and performance awards may be made
to Directors,  officers,  employees of, and  consultants to, the Company and its
subsidiaries. The Board of Directors has authorized a secondary committee of the
Compensation Committee (the "Secondary Committee"),  which consists of Mr. James
F. McCann,  to also review stock  compensation  options for all of the Company's
employees,  other than its executive officers.  If approved by the Shareholders,
the  Compensation  Committee will be responsible for the  administration  of the
Company's 2003 Long Term Incentive and Stock Award Plan. The Company's  Board of
Directors adopted a written charter for the Compensation Committee in June 2003,
which outlines the responsibilities of the Compensation Committee. Attached is a
copy of the  Charter  as Annex "B".  The  current  members  of the  Compensation
Committee are Mr. Walker  (Chairman),  Mr. Conefry and Ms. Quinlan,  who are all
independent  Directors  of the  Company as that term is defined by the rules and
regulations of the NASD.

The  Nominating  and Corporate  Governance  Committee  identifies  and evaluates
individuals  qualified  to become  Board  members  and  recommends  to the Board
director  nominees for election and re-election,  develops and recommends to the
Board the  corporate  governance  guidelines  applicable  to the  Company and to
review  and  reassess  the  adequacy  of  corporate  governance  guidelines  and
practices.  The Company  Board of  Directors  adopted a written  charter for the
Nominating and Corporate  Governance  Committee in June 2003, which outlines the
responsibilities  of the  Committee.  Attached is a copy of the Charter as Annex
"C". The current  members of the Nominating and Corporate  Governance  Committee
are Messrs.  Elmore  (Chairman),  Calcano and O'Connor  who are all  independent
Directors of the Company as that term is defined by the rules and regulations of
the NASD.

Compensation Committee Interlocks and Insider Participation

No  interlocking  relationships  exist  between  the Board of  Directors  or the
Compensation  Committee and the board of directors or compensation  committee of
any other company,  nor has any such  interlocking  relationship  existed in the
past. No member of the Compensation  Committee was an officer or employee of the
Company at any time during Fiscal 2003.

Attendance at Board and Committee Meetings

During  Fiscal 2003,  the Board of Directors  held six (6) meetings and acted by
unanimous  written  consent on four (4)  occasions.  During  Fiscal  2003,  each
Director  attended at least 75% of the meetings of the Board of  Directors.  The
Audit  Committee  held five (5) meetings  during  Fiscal 2003 and did not act by
unanimous written consent. The Compensation  Committee,  including its Secondary
Committee,  held five (5) meetings in Fiscal 2003 and acted by unanimous written
consent  on two (2)  occasions.  In  addition,  each of the  Board of  Directors
attended at least 75% of all  meetings of each  Committee  of our Board on which


such Director serves. The Nominating and Corporate  Governance Committee did not
meet in FY 2003 as the Committee was only formed on June 26, 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the  Securities  Exchange Act of 1934 requires our officers and
Directors, and persons who own more than 10% of a registered class of our equity
securities,  to file  reports of  ownership  and changes in  ownership  with the
Securities  and  Exchange  Commission  (the  "Commission")  and the Nasdaq Stock
Market.  Officers,  directors, and greater than 10% stockholders are required by
Commission  regulations  to  furnish  us with  copies of all  reports  they file
pursuant to Section 16(a).

Based  solely on a review  of the  copies of such  reports  furnished  to us, we
believe that,  since the Company's  initial public  offering,  all Section 16(a)
filing requirements  applicable to our officers,  Directors and greater than 10%
stockholders have been satisfied.

Compensation of Directors

Cash  Compensation.  In order to provide some cash  compensation to non-employee
Board members for all the time and effort that Board members expend on attending
Board  meetings,  reviewing  materials  furnished by the Company,  and otherwise
rendering  services  to the Company as  Directors,  non-employee  Board  members
receive $2,500 per personal  attendance at a Board of Directors Meeting,  $1,000
per Board Meeting attended  telephonically,  $2,500 for personal attendance at a
Compensation  Committee,  Audit  Committee  Meeting or Nominating  and Corporate
Governance  Committee  (excluding  committee  meetings  held on the  same day as
scheduled  meetings of the Board of Directors) and  reimbursement for reasonable
travel and lodging  expenses  associated  with  attendance  at any  meeting.  In
addition,  Mr.  Conefry  receives  $2,500  per  year for his  services  as Audit
Committee Chairman.

Options.  Pursuant to the Company's 1999 Stock  Incentive  Plan, each individual
who first becomes a non-employee member of the Board of Directors  automatically
is entitled to an option grant for 10,000 fully vested options of Class A Common
Stock on the date such individual  joins the Board. In addition,  on the date of
each Annual Meeting,  each non-employee Board member is entitled to a grant of a
fully vested option to purchase  5,000 shares of Class A Common Stock,  provided
such individual has served on the Board for at least six months.

Compensation  information  on James F. McCann,  Christopher G. McCann and T. Guy
Minetti,  who are Directors,  as well as executive  officers of the Company,  is
contained   under  the  section  titled   "Executive   Compensation   and  Other
Information."
                  EXECUTIVE COMPENSATION AND OTHER INFORMATION


The following  individuals were serving as executive officers of the Company and
certain of its subsidiaries on October 8, 2003:

Name                       Age Position with the Company
James F. McCann ....... .  52  Chairman of the Board and Chief Executive Officer
Christopher G. McCann....  42  Director and President
T. Guy Minetti...........  52  Director and Vice Chairman
Peter G. Rice............  58  President of The Plow & Hearth, Inc.
William E. Shea..........  44  Senior Vice President of Finance and
                               Administration, Treasurer, Chief Financial
                               Officer
Gerard M. Gallagher......  50  Senior Vice President, General Counsel, Corporate
                               Secretary


Thomas G. Hartnett.......  40  Senior Vice President of Retail and Fulfillment
Vincent J. McVeigh.......  43  Senior Vice President
Enzo J. Micali...........  44  Senior Vice President of Information Technology

Information Concerning Executive Officers Who Are Not Directors

Peter G. Rice,  President of The Plow & Hearth, Inc., was co-founder of The Plow
& Hearth,  Inc. and served as its  President and Chairman of the Board since its
inception in November 1980. Mr. Rice was founder of Blue Ridge Mountain  Sports,
a  chain  of  retail  backpacking/outdoor  stores,  and  co-founder  of  Phoenix
Products,  a  manufacturer  of  kayaks.  He is a member of the  Catalog  Council
Operating  Committee of the Direct Marketing  Association and a past director of
the New England Mail Order  Association and of the U.S. Senate  Productivity and
Quality Award Board for Virginia.

William E. Shea has been our Senior Vice President of Finance and Administration
and Chief Financial  Officer since  September  2000.  Before holding his current
position,  Mr. Shea was our Vice  President of Finance and Corporate  Controller
after  joining us in April  1996.  From 1980 until  joining  us, Mr.  Shea was a
certified public accountant with Ernst & Young LLP.

Gerard M.  Gallagher  has been our Senior Vice  President,  General  Counsel and
Corporate  Secretary  since August 1999 and has been providing legal services to
the Company  since its  inception.  Mr.  Gallagher is the founder and a managing
partner  in the law firm  Gallagher,  Walker,  Bianco  and  Plastaras,  based in
Mineola,  New York,  specializing  in  corporate,  litigation  and  intellectual
property  matters since 1993. Mr.  Gallagher is duly admitted to practice before
the New York  State  Courts and the United  States  District  Courts of both the
Eastern District and Southern  District of New York.

Thomas G. Hartnett has been our Senior Vice President of Retail and  Fulfillment
since  September 2000.  Before holding this position,  Mr. Hartnett held various
positions  within the  Company  since  joining  the  Company in 1991,  including
Controller,  Director of Store  Operations,  Vice President of Retail Operations
and, most recently, as Vice President of Strategic Development.

Vincent J. McVeigh has been our Senior Vice President since October 2000. Before
holding his current  position  with  Corporate  Partnerships,  Mr.  McVeigh held
various  positions  within  the  Company  since  joining  the  Company  in 1991,
including  Bloomnet  Manager,  Director  of Call  Center  Operations  and,  most
recently, as Vice President of Merchandising.

Enzo J. Micali has been our Senior Vice President of Information  Technology and
Chief Technology Officer since December 2000. Prior to joining the Company,  Mr.
Micali  served  as Chief  Technology  Officer  for  InsLogic.  Prior to  joining
InsLogic,  Mr. Micali spent 12 years in various technology  management positions
with J.P. Morgan Chase & Co., formerly Chase Manhattan Bank.


Summary Compensation Table

The following table sets forth the annual and long-term compensation paid by the
Company  during Fiscal 2003 and the fiscal years ended June 30, 2002 and July 1,
2001 ("Fiscal 2002" and "Fiscal 2001") to the Company's Chief Executive  Officer
and the four highest  compensated other executive  officers of the Company whose
total  compensation  during Fiscal 2003  exceeded  $100,000  (collectively,  the
"Named Executive Officers"):

                                                                                                   
                                                                                               Long-Term
                                                           Annual Compensation                Compensation
                                                                                               Securities
                                                               Bonus       Other Annual        Underlying         All Other
                                    Fiscal        Salary     ----------    Compensation         Options         Compensation
Name and Principal Position            Year         ($)         ($)           ($)(1)             (#)(2)              ($)
                                    2003        $1,210,000          -                           400,000
James F. McCann...................  2002        $1,100,000      $80,000                         300,000
Chief Executive Officer             2001        $1,000,000     $170,000                              -



                                    2003        $  423,500          -                           538,300
Christopher G. McCann.............  2002        $  385,000      $46,000                         300,000
President                           2001        $  330,220      $89,000                         433,700


                                    2003          $300,000          -                           50,400
T. Guy Minetti....................  2002          $300,000      $36,000                         58,400
Vice Chairman                       2001          $291,000      $77,000                         333,700


                                    2003          $249,000          -                           49,600
Peter G. Rice.....................  2002          $238,000      $34,000                         40,400
President of The Plow & Hearth,     2001          $233,000      $52,000                         117,950
Inc.

                                    2003          $290,000         -                            120,400
Gerard M. Gallagher...............  2002          $275,000      $33,000                         138,000
Senior Vice President, General      2001          $282,000      $70,000                         110,900
Counsel, Secretary (3)



-----------------------------------------------
(1) Other  compensation in the form of perquisites  and other personal  benefits
has been omitted as the aggregate  amount of such perquisites and other personal
benefits constituted the lesser of $50,000 or 10% of the total annual salary and
bonus for the executive officer for such year.
(2) The  Company  did not  grant  any  stock  appreciation  rights  or make  any
long-term  incentive  plan  payments to any Named  Executive  Officers in Fiscal
2003, Fiscal 2002 or Fiscal 2001.
(3) The compensation listed in the summary  compensation table for Mr. Gallagher
for Fiscal 2003,  Fiscal 2002 and Fiscal 2001 was paid by the Company to the law
firm of Gallagher,  Walker, Bianco and Plastaras. More information regarding Mr.
Gallagher's  affiliation  with  Gallagher,  Walker,  Bianco and Plastaras may be
found under the section titled "Related Party Transactions".
Option Grants in Last Fiscal Year


The following table provides information with respect to the stock option grants
made during Fiscal 2003 to the Named Executive  Officers.  No stock appreciation
rights were granted during Fiscal 2003.

                                                                                      

                                                 % of Total                                Potential Realizable
                                  Number of       Options                                   Value at Assumed Rates
                                  Securities     Granted to     Exercise                     of Stock Price
                                  Underlying     Employees       Price                       Appreciation for
                                   Options       in Fiscal     ($/Share)     Expiration       Option Term (4)
Name                             Granted (1)      2003 (2)        (3)           Date           5%        10%
_________________________________________________________________________________________________________________
James F. McCann                  200,000 (a)       6.6%          $6.42        9/23/2012     $807,500   $2,046,365
                                 200,000 (b)       6.6%          $6.70        3/24/2013     $842,720   $2,135,615
                                 ___________      _____                                   __________  ___________
                                 400,000          13.2%                                   $1,650,220   $4,181,980


Christopher G. McCann            250,000 (a)       8.2%          $6.42        9/23/2012   $1,009,376  $2,557,956
                                  38,300 (b)       1.3%          $6.42        9/23/2012     $154,636    $391,879
                                 250,000 (b)       8.2%          $6.70        3/24/2013   $1,053,399  $2,669,519
                                 ___________      _____                                   __________   __________
                                 538,300          17.7%                                   $2,217,411  $5,619,354

T. Guy Minetti                    30,000 (a)       1.0%          $6.42        9/23/2012     $121,125    $306,955
                                  20,400 (b)       0.7%          $6.42        9/23/2012      $82,365    $208,729
                                 ___________      _____                                    _________    _________
                                  50,400           1.7%                                     $203,490    $515,684

Peter G. Rice                     25,000 (a)       0.8%          $6.42        9/23/2012     $100,938    $255,796
                                  12,300 (b)       0.4%          $6.42        9/23/2012      $49,661    $125,851
                                  12,300 (b)       0.4%          $6.70        3/24/2013      $51,827    $131,340
                                 ___________      _____                                     ________    _________
                                  49,600           1.6%                                     $202,426    $512,987

Gerard M. Gallagher               75,000 (a)       2.5%          $6.42        9/23/2012     $302,813    $767,387
                                  20,400 (b)       0.7%          $6.42        9/23/2012      $82,365    $208,729
                                  25,000 (b)       0.8%          $6.70        3/24/2013     $105,340    $266,952
                                 ___________      _____                                    _________    _________
                                 120,400           4.0%                                     $490,518  $1,243,068

                   Total       1,158,700          38.2%


(1) The options listed in the table become exercisable as follows: (a) at a rate
of 100% upon the  completion  of the fourth year of service  following the grant
date;  and (b) at a rate of 40% after  the  completion  of two years of  service
following  the grant  date,  and 20% at the  completion  of each year of service
thereafter.  Each option,  has a maximum  term of ten years,  subject to earlier
termination  in the event of the  optionee's  cessation of  employment  with the
Company pursuant to the terms of the Company's 1999 Stock Incentive Plan.
(2)      Based on an aggregate 3,036,705 options granted in Fiscal 2003.

(3) The exercise price may be paid in cash, by surrendering  shares owned by the
optionee  for a  sufficient  period  of  time or  through  a  cashless  exercise
procedure.
(4) The 5% and 10% assumed annual rates of compounded  stock price  appreciation
are mandated by rules of the Securities and Exchange Commission. There can be no
assurance provided to any executive officer or any other holder of the Company's
securities that the actual stock price appreciation over the 10-year option term
will be at the assumed 5% and 10% levels.  Unless the market price of the Common
Stock  appreciates  over the option  term,  no value will be  realized  from the
option grants made to the executive officers.

Aggregated  Option  Exercises  in Last  Fiscal Year and Fiscal  Year-End  Option
Values
The  following  table sets forth the number of options  exercised  during Fiscal
2003 and the number and value of  unexercised  options held by each of the named
executive officers at June 29, 2003.


                                                                                                      
                                                Value
                                Shares        Realized      Number of Securities Underlying
                             Acquired on       ($)(1)        Unexercised Options at Fiscal      Value of Unexercised In-The-Money
                             Exercise (#)                            Year-End (#)               Options at Fiscal Year End ($)(2)
                             ____________   ____________    ________________________________    __________________________________
Name                                                         Exercisable      Unexercisable       Exercisable      Unexercisable
                                                            ________________________________    __________________________________
James F. McCann............        -             $0            108,000           672,000               -              $ 672,000
Christopher G. McCann......     59,425        $283,457         827,655         1,188,920          $3,134,203         $2,427,809
T. Guy Minetti.............        -             $0            338,960           246,540          $1,242,679         $ 735,542
Peter G. Rice..............        -             $0            129,510           205,940          $  385,978         $ 562,010
Gerard M. Gallagher........        -             $0            192,760           336,540          $  472,598         $ 646,951


-------------------------------------------------------------------------------
(1) Amounts calculated by subtracting the exercise price of the options from the
market value of the  underlying  Class A Common Stock using the closing  selling
price as reported on the Nasdaq National Market on the date of exercise of these
options.
(2) Amounts calculated by subtracting the exercise price of the options from the
market value of the  underlying  Class A Common Stock using the closing  selling
price of $8.24 as reported on the Nasdaq  National  Market for the last  trading
day of Fiscal 2003.

Employment Agreements

Mr. James F. McCann's employment  agreement became effective as of July 1, 1999.
The  agreement  provides for a five year term,  and on each  anniversary  of the
agreement,  the term is extended for one additional year. Mr. McCann is eligible
to participate in the Company's stock incentive  plans,  other bonus or benefits
plans, and is entitled to health and life insurance coverage for himself and his
dependents.  The  agreement  provides for an annual base salary with  provisions
allowing for annual  increases.  Mr.  McCann's annual salary for Fiscal 2003 was
$1,210,000.  Upon termination without good cause or resignation for good reason,
including a change of control,  Mr.  McCann is entitled to severance  pay in the
amount of  $2,500,000,  plus the base  salary  otherwise  payable to him for the
balance  of the then  current  employment  term and any  base  salary,  bonuses,
vacation  and  unreimbursed  expenses  accrued but unpaid as of the  termination
date, and health and life insurance  coverage for himself and his dependents for
the balance of the then current  employment term. Upon termination due to death,
or for good cause or a voluntary resignation,  Mr. McCann is not entitled to any
compensation  from the  Company,  except  for the  payment  of any base  salary,
bonuses,  benefits or unreimbursed expenses accrued but unpaid as of the date of
termination. The Compensation Committee has recommended that Mr. McCann receive,
and Mr. McCann has accepted,  a base salary of $975,000 for Fiscal 2004 in order
to enable the  Company  to comply  with  Section  162(m) of the IRS Code of 1986
("Section 162(m)") as amended, which was enacted into law in 1993.

Mr. Christopher G. McCann's employment  agreement became effective as of July 1,
1999. The agreement  provides for a five year term,  and on each  anniversary of
the  agreement,  the term is extended for one  additional  year.  Mr.  McCann is
eligible to participate in the Company's stock incentive  plans,  other bonus or
benefits  plans,  and is  entitled  to health and life  insurance  coverage  for

himself and his  dependents.  The  agreement  provides for an annual base salary
with provisions  allowing for annual  increases.  Mr. McCann's annual salary for
Fiscal 2003 was $423,500. Upon termination without good cause or resignation for
good reason,  including a change of control, Mr. McCann is entitled to severance
pay in the amount of $500,000, plus the base salary otherwise payable to him for
the balance of the then current  employment  term and any base salary,  bonuses,
vacation  and  unreimbursed  expenses  accrued but unpaid as of the  termination
date, and health and life insurance  coverage for himself and his dependents for
the balance of the then current  employment term. Upon termination due to death,
or for good cause, or a voluntary resignation, Mr. McCann is not entitled to any
compensation  from the  Company,  except  for the  payment  of any base  salary,
bonuses,  benefits or unreimbursed expenses accrued but unpaid as of the date of
such termination.

Mr. Peter G. Rice's  employment  agreement with The Plow & Hearth,  Inc.  became
effective as of April 3, 1998 and has been  automatically  renewed through April
3, 2004. The agreement  contains automatic one-year renewals unless prior notice
of termination  is given.  Mr. Rice's annual salary for Fiscal 2003 was $249,000
and he was eligible to participate in the Company's stock incentive plans.  Upon
termination without cause, Mr. Rice is entitled to an amount equal to his salary
through the end of the term of the  agreement,  any amounts  earned,  accrued or
owing but not yet paid as of the date of the termination and other benefits,  if
any,  as are  payable to or for the  benefit  of Mr.  Rice as of the date of his
termination until the end of the term of the agreement.

Under their employment  agreements,  Messrs.  James F. McCann and Christopher G.
McCann are each restricted from  participating in a competitive  floral products
business for a period of one year after a voluntary  resignation  or termination
for good cause.  Mr. Rice has agreed not to compete  with the Company or solicit
its  clients  or  employees  during  his term of  employment  and for two  years
immediately following his termination. Each of these executives is also bound by
confidentiality  provisions,  which  prohibit the  executive  from,  among other
things, disseminating or using confidential information about the Company in any
way that would be adverse to the Company.

                          COMPENSATION COMMITTEE REPORT

The Compensation  Committee  advises the Board of Directors on issues concerning
the Company's  compensation  philosophy,  the compensation of executive officers
and other individuals  compensated by the Company, and sets the compensation for
the  executive  officers.  The  Compensation  Committee is  responsible  for the
administration  of the Company's  1999 Stock  Incentive  Plan under which option
grants, stock appreciation rights,  restricted awards and performance awards may
be made to  Directors,  executive  officers and employees of the Company and its
subsidiaries. The Board of Directors has authorized a secondary committee of the
Compensation  Committee to also review stock compensation options for all of the
Company's  employees  other than its  executive  officers.  If  approved  by the
Shareholders,   the   Compensation   Committee  will  be  responsible   for  the
administration of the Company's 2003 Long Term Incentive and Stock Award Plan.

The  Compensation  Committee  believes  that the  compensation  programs for the
Company's  executive  officers should reflect the Company's  performance and the
value  created for the Company's  stockholders.  In addition,  the  compensation
programs should support the short-term and long-term  strategic goals and values
of the  Company  and should  reward  individual  contribution  to the  Company's
success.  The  Company  is  engaged  in a very  competitive  industry,  and  the
Company's  success  depends  upon its  ability to attract  and retain  qualified
executives  through  the  competitive  compensation  packages  it offers to such
individuals.

General  Compensation  Policy.  The  fundamental  policy  of  the
Compensation  Committee  is to provide the  Company's  executive  officers  with
competitive  compensation  opportunities  based upon their  contribution  to the
development and financial success of the Company and their personal performance.
It is the Compensation  Committee's  philosophy that a portion of each executive
officer's compensation should be contingent upon the Company's  performance,  as
well as, upon such executive  officer's own level of  performance.  Accordingly,
the compensation  package for each executive  officer should be comprised of two
elements: (i) base salary and bonus which reflects experience and individual and
Company  performance and is designed to be competitive with salary levels in the

industry (the bonus component for certain executive  officers are tied solely to
Company  performance),  and (ii) long-term  stock-based  incentive  awards which
strengthen  the mutuality of interests  between the  executive  officers and the
Company's stockholders.

Factors.  The principal  factors which the Compensation  Committee  considers in
reviewing the components of each executive  officer's  compensation  package are
summarized  below. The Compensation  Committee may,  however,  in its discretion
apply other factors with respect to executive compensation for future years.

o Base  Salary.  The  suggested  base  salary  for  each  executive  officer  is
determined  on  the  basis  of  the  following  factors:  experience,   personal
performance,  the salary levels in effect for  comparable  positions  within and
outside the industry and internal base salary comparability considerations.  The
weight given to each of these factors shall differ from individual to individual
as the  Compensation  Committee deems  appropriate and subject to any applicable
employment agreements.

o Bonus. The bonus for Messrs. McCann, McCann, Minetti,  Gallagher,  and Shea is
determined by the Company's financial performance. For other executive officers,
consideration  is also given to performance of the specific areas of the Company
under the executive  officer's direct control and to such executive officers own
level of performance.  This balance supports the accomplishment of the Company's
overall  financial  objectives and rewards the individual  contributions  of our
executive officers.

o Long-Term Incentive Compensation.  Long-term incentives are provided primarily
through grants of stock options.  The grants are designed to align the interests
of each  executive  officer  with those of the  stockholders  and  provide  each
individual  with  a  significant  incentive  to  manage  the  Company  from  the
perspective  of an owner with an equity stake in the Company.  Each option grant
allows the individual to acquire shares of the Company's Common Stock at a fixed
price per share over a specified period of time. Each option  generally  becomes
exercisable in installments  over a fixed period,  contingent upon the executive
officer's continued employment with the Company.  Accordingly,  the option grant
will provide a return to the  executive  officer only if the  executive  officer
remains employed by the Company during the vesting period,  and then only if the
market price of the underlying shares appreciates.

The number of shares  subject to each option grant is set at a level intended to
create a  meaningful  opportunity  for stock  ownership  based on the  executive
officer's  current  position with the Company,  the base salary  associated with
that  position,  the size of comparable  awards made to  individuals  in similar
positions  within  the  industry,   the  individual's  potential  for  increased
responsibility and promotion over the option term and the individual's  personal
performance  in recent  periods.  The  Compensation  Committee  also  intends to
consider the number of unvested  options held by the executive  officer in order
to  maintain  an  appropriate  level of equity  incentive  for that  individual.
However,  the Compensation  Committee may use its discretion in awarding options
to the Company's executive officers.

In the future, it is anticipated that the long-term  incentives will be provided
through a combination of grants of stock options and/or restricted stock.

CEO Compensation.  In July 1999, the Board of Directors  approved the Employment
Agreement between the Company and James F. McCann, its Chairman of the Board and
Chief Executive  Officer,  which  established his initial base annual salary and
eligibility  to  participate in the Company's  stock  incentive  plans and other
bonus or  benefits  plans,  and  which is  discussed  in  further  detail  under
"Employment Agreements".  The Board determined it to be in the best interests of
the Company to enter into the  Employment  Agreement  with Mr. McCann as of such
date and believes that the agreement with Mr. McCann and the  compensation  paid
thereunder for Fiscal 2003 was fair and  reasonable.  In  determining  the total
compensation for Mr. McCann,  and that such compensation was fair and reasonable
in Fiscal  2003,  a number of factors  were taken into  account.  These  factors
included:  the key role Mr.  McCann  has  performed  with the  Company  from its
inception; the benefit to the Company in assuring the retention of his services;
the  performance  of the Company  compared to its  budgeted  performance  during
Fiscal 2003; the competitive market conditions for executive  compensation;  and
the objective  evaluation of Mr. McCann's  performance of his duties as Chairman
of the Board and Chief Executive Officer.

Compliance  with Internal  Revenue Code Section  162(m).  As a result of Section
162(m) of the Internal  Revenue  Code of 1986  ("Section  162(m)"),  as amended,
which was enacted  into law in 1993,  the Company  will not be allowed a federal
income tax deduction for compensation paid to certain executive officers, to the
extent that  compensation  exceeds $1 million per officer in any one year.  This
limitation  will  apply  to  all  compensation  paid  to the  covered  executive
officers,  which is not considered to be performance  based.  Compensation which
qualifies  as  performance-based  compensation  will not  have to be taken  into
account for purposes of this  limitation.  The 1999 Stock  Incentive  Plan,  and
the proposed 2003 Long Term Incentive  and  Stock  Award  Plan  contain  certain
provisions  which are  intended to ensure that any  compensation  deemed paid in
connection  with the exercise of stock  options  granted under that plan with an
exercise  price equal to the market price of the option shares on the grant date
will qualify as performance-based compensation.

The  Compensation  Committee  does not  expect  that the  non-performance  based
compensation  to be paid to any of the Company's  executive  officers for Fiscal
2003 will be  subject  to the  deduction  limitations  of  Section  162(m).  The
Compensation  Committee has recommended that Mr. McCann receive,  and Mr. McCann
has  accepted,  a base salary of $975,000 for Fiscal 2004 in order to enable the
Company to comply  with  Section  162(m).  Further,  in  accordance  with issued
Treasury Regulations relating to the $1 million limitation, the Committee may in
the future  determine to restructure one or more components of the  compensation
paid  to  the  executive   officers  so  as  to  qualify  those   components  as
performance-based  compensation  that  will  not be  subject  to the $1  million
limitation.

THE COMPENSATION COMMITTEE

Jeffrey C. Walker, Chairman
Mary Lou Quinlan
John J. Conefry, Jr



                             Audit Committee Report



September 3, 2003


To the Board of Directors
of 1-800-flowers.com, Inc. (the "Company"):

Our Audit  Committee  has reviewed and discussed  with  management  the audited
financials  of the  Company for the year  ended  June 29,  2003  (the  "Audited
Financial  Statements").  In addition, we have discussed with Ernst & Young LLP,
the  independent  auditing  firm  for  the  Company,  the  matters  required  by
Codification of Statements on Auditing Standards No. 61.

The  Committee  also has  received the written  disclosures  and the letter from
Ernst & Young LLP required by Independence Standards Board Standard No. 1 and we
have discussed with that firm its  independence  from the Company.  We also have
discussed  with  management  of the  Company  and the  auditing  firm such other
matters and reviewed such assurances from them as we deemed appropriate.

Based on the  foregoing  review and  discussions  and relying  thereon,  we have
recommended  to the  Company's  Board of Directors  the inclusion of the Audited
Financial  Statements in the Company's Annual Report for the year ended June 29,
2003 on Form 10-K.

Audit Committee
John J. Conefry, Jr., Chairman
Kevin J. O'Connor
Mary Lou Quinlan


Stock Performance Graph

The following  graph  compares the  percentage  change in the  cumulative  total
stockholder  return on the  Company's  common  stock  during the period from the
Company's initial public offering on August 3, 1999, through June 29, 2003, with
the  cumulative  total  returns of the  Russell  2000 and  Nasdaq  Non-Financial
indices.  The  comparison  assumes $100 was invested on the close of business of
August 3, 1999 in each of the foregoing indices,  and assumes dividends,  if any
were reinvested.


           EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



                                   Cumulative Total Return

                                  --------------------------------------------
                                  8/3/99     6/00      6/01     6/02      6/03
1-800-FLOWERS.COM, INC.           100.00    28.18     81.59    61.36     46.13
RUSSELL 2000                      100.00   119.83    120.51   110.15    108.34
NASDAQ NON-FINANCIAL              100.00   159.92     81.50    52.00     58.71


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to beneficial  ownership
of the Company's Class A Common Stock and Class B Common Stock, as of October 8,
2003, for (i) each person known by the Company to beneficially  own more than 5%
of each class; (ii) each Director;  (iii) each Named Executive Officer; and (iv)
all of the Company's  executive  officers and  Directors as a group.  Beneficial
ownership is  determined  in  accordance  with the rules of the  Securities  and
Exchange  Commission and includes voting or investment power with respect to the
securities.  Unless otherwise  indicated,  the address for those listed below is
c/o  1-800-FLOWERS.COM,  Inc.,  1600 Stewart Avenue,  Westbury,  New York 11590.
Except as indicated by footnote,  and subject to applicable  community  property
laws, the persons named in the table have sole voting and investment  power with
respect to all shares of common stock shown as  beneficially  owned by them. The
number of shares of common stock  outstanding used in calculating the percentage
for each listed person  includes the shares of common stock  underlying  options
held by such persons that are exercisable within 60 days of October 8, 2003, but
excludes  shares of common stock  underlying  options held by any other  person.
Percentage  of  beneficial  ownership is based on  28,835,351  shares of Class A
Common Stock and  36,963,855  shares of Class B Common Stock  outstanding  as of
October 8, 2003.


                                                                                    
                                                        Shares                       % of Shares
                                                   Beneficially Owned            Beneficially Owned
----------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner**              A Shares      B Shares        A Shares     B Shares
----------------------------------------------------------------------------------------------------------
James F. McCann(1).........................        153,800       36,001,105        0.5%         97.4%
----------------------------------------------------------------------------------------------------------
Christopher G. McCann(2)...................        974,395        3,202,763        3.3%          8.6%
----------------------------------------------------------------------------------------------------------
T. Guy Minetti(3)..........................        462,900           20,000        1.6%          0.1%
----------------------------------------------------------------------------------------------------------
Peter G. Rice (4)..........................        194,985            -            0.7%           -
----------------------------------------------------------------------------------------------------------
Gerard M. Gallagher(5).....................        235,890           12,000        0.8%           -
----------------------------------------------------------------------------------------------------------
Jeffrey C. Walker(6).......................      3,931,589            -           13.6%           -
----------------------------------------------------------------------------------------------------------
John J. Conefry, Jr. (7) ..................         10,000            -             -             -


----------------------------------------------------------------------------------------------------------
Kevin J. O'Connor(8).......................        108,500            -            0.4%           -
----------------------------------------------------------------------------------------------------------
Lawrence V. Calcano(9).....................         50,000            -            0.2%           -
----------------------------------------------------------------------------------------------------------
Leonard J. Elmore (10) ....................         10,000            -             -             -
----------------------------------------------------------------------------------------------------------
Mary Lou Quinlan (11) .....................         16,000            -            0.1%           -
----------------------------------------------------------------------------------------------------------
J.P. Morgan Partners (SBIC), LLC (12)......      3,931,589            -           13.6%           -
----------------------------------------------------------------------------------------------------------
All directors and executive officers as a        6,581,339       37,212,320       21.0%         99.7%
   group (15 persons)(13)..................
----------------------------------------------------------------------------------------------------------


___________

-  Indicates less than 1%.
** Unless otherwise  specified,  the  address  of the  beneficial  owner is c/o
1-800-FLOWERS.COM, Inc., 1600 Stewart Avenue, Westbury, NY 11590.

(1)   Includes (a) 128,000 shares of Class A Common Stock that may be acquired
      within 60 days of October 8, 2003  through the exercise of stock options,
      (b) 5,875,000 shares of Class B Common Stock held by limited partnerships,
      of which Mr. McCann is a limited partner and does not exercise control and
      of which he disclaims  beneficial  ownership,  and (c) 58,548  shares of
      Class B Common Stock held by The McCann Charitable Foundation, Inc., of
      which Mr. McCann is a Director and the President.

(2)   Includes  (a) 974,395 shares of Class A Common Stock that may be acquired
      within 60 days of October 8, 2003 through  the exercise of stock options,
      (b) 2,000,000 shares of Class B Common Stock held by a limited
      partnership, of which Mr. McCann is a general partner and exercises
      control,  (c) 293,575 shares of Class B Common Stock that may be acquired
      within 60 days of October 8, 2003 through the  exercise of stock  options
      and (d) 58,548  shares of Class B Common Stock held by The McCann
      Charitable Foundation, Inc., of which Mr. McCann is a Director and
      Treasurer.

(3)   Includes (a) 453,300 shares of Class A Common  Stock that may be acquired
      within 60 days of October 8, 2003 through  the exercise of stock  options
      and (b) 20,000 shares of Class B Common Stock that may be acquired within
      60 days of October 8, 2003 through the exercise of stock options.

(4)   Includes (a) 750 shares of Class A Common Stock held by Mr.  Rice's wife,
      of which he  disclaims beneficial ownership,  (b) 163,350 shares of Class
      A Common  Stock that may be acquired  within 60 days of October 8, 2003
      through the exercise of stock options,  and (c) 6,985  shares of Class A
      Common  Stock, held by Mr. Rice's  wife,  that may be acquired  within 60
      days of October 8, 2003 through the exercise of stock  options,  of which
      he disclaims  beneficial  ownership.  Mr. Rice's  address is c/o The Plow
      & Hearth, Inc., State Road 230 West, Madison, VA 22727.

(5)   Includes (a)  222,540 shares of Class A Common Stock that may be acquired
      within 60 days of October 8, 2003  through the exercise of stock  options
      and (b) 12,000 shares of Class B Common Stock that may be acquired within
      60 days of October 8, 2003 through the exercise of stock options.

(6)   The general partner of J.P.  Morgan Partners (SBIC),  LLC is J.P.  Morgan
      Partners (BHCA),  L.P.  Mr. Walker  disclaims beneficial ownership of all
      shares  owned by J.P.  Morgan  Partners (SBIC), LLC. Mr. Walker's address
      is c/o J.P.  Morgan Partners (SBIC),  LLC, 1221 Avenue of the Americas,
      39th Floor,  New York, New York 10020.  Includes 35,000 shares of Class A
      Common Stock that  may  be  acquired  within 60 days of October 8, 2003
      through the exercise of stock options.

(7)   Includes 10,000 shares of Class A Common Stock that may be acquired within
      60 days  of October 8, 2003 through  the exercise of stock options.  Mr.
      Conefry's address is c/o Astoria Federal Savings, One Astoria Federal
      Plaza,  Lake Success,  New York  11042

(8)   Includes  45,000  shares of Class A Common  Stock that may be acquired
      within 60 days of October 8, 2003 through the exercise of stock options.
      Mr. O'Connor's address is c/o DoubleClick, Inc., 41 Madison Ave., 32nd
      Floor, New York, New York, 10010.

(9)   Includes  45,000  shares of Class A Common  Stock that may be acquired
      within 60 days of October 8, 2003 through the exercise of stock options.
      Mr. Calcano's address is c/o Goldman Sachs & Co., 85 Broad Street, New
      York, New York 10004.

(10)  Includes  10,000  shares of Class A Common  Stock that may be acquired
      within 60 days of October 8, 2003 through the exercise of stock options.
      Mr. Elmore's address is c/o TestU, 254 West 31st Street, New York, New
      York 1000.

(11)  Includes 15,000 shares of Class A Common Stock that may be acquired within
      60 days of October 8, 2003 through the exercise of stock options.  Ms.
      Quinlan's address is c/o Just Ask A Woman, 670 Broadway, Suite 301, New
      York, NY  10012

(12)  The address of J.P. Morgan Partners (SBIC), LLC is 1221 Avenue of the
      Americas, 39th Floor, New York, New York 10020.

(13)  Includes  (a)  2,513,450  shares of Class A  Common  Stock that may be
      acquired  within 60 days of October 8, 2003 through the exercise of stock
      options,  and (b)  360,575  shares of  Class B  Common  Stock  issuable
      upon the exercise of currently exercisable stock options and options which
      vest within 60 days.

RELATED PARTY TRANSACTIONS

Certain Business Relationships with Directors and officers

In Fiscal 2003 the Company and its subsidiaries paid $21,000 to Abacus, a wholly
owned  subsidiary of DoubleClick,  Inc. for marketing and advertising  services.
Kevin J.  O'Connor,  one of the Company's  Directors,  serves as Chairman of the
Board of DoubleClick, Inc.

The Company pays Gallagher,  Walker,  Bianco and Plastaras,  a law firm in which
our Senior  Vice  President  and  General  Counsel,  Gerard M.  Gallagher,  is a
partner, a fee for Mr. Gallagher's  services to the Company.  The Company,  with
the  approval  of the  Board,  also pays  Gallagher,  Walker  fees for  services
rendered by other members of the firm on the Company's behalf.  The fees paid in
Fiscal 2003 by the Company to the firm for  services  provided by Mr.  Gallagher
are set forth under the section  titled  "Summary  Compensation  Table," and for
legal  services  provided by other  members of the firm in the sum of  $354,698,
inclusive  of  disbursements;  which  fees  the  Company  believes  are fair and
reasonable.

The Company maintains life insurance for each of its executive officers,  except
Mr.  Gallagher,  in the amount of $50,000 and also  maintains a  directors'  and
officers' insurance policy.

General

The Company has a policy providing that all material transactions between it and
its  officers,  Directors  and  other  affiliates  must be on fair  terms and be
approved by either a majority of the  disinterested  members of the Board or the
stockholders.

                                   PROPOSAL 2

                    SECTION 16 EXECUTIVE OFFICERS BONUS PLAN

General

The Company's  Board of Directors has adopted the Section 16 Executive  Officers
Bonus Plan pursuant to which Section 16 executive officers of the Company may be
entitled to receive annual bonus compensation  contingent upon the attainment of
certain performance goals.

In order to qualify under the  performance-based  compensation  exception  under
Section  162(m) of the Internal  Revenue Code of 1986,  as amended (the "Code"),
and thereby  avoid  potential  nondeductibility  of bonus  compensation  paid to
certain  executive  officers,  the  material  terms of the Section 16  Executive
Officers  Bonus  Plan  (including  the  class  of  eligible  participants,   the
performance  criteria  contemplated  by the plan and the maximum  amount payable
under the plan) must be approved by the stockholders.  Accordingly,  the Section
16  Executive   Officers   Bonus  Plan  is  being   submitted  for  approval  by
stockholders.

A copy of the Section 16 Executive  Officers Bonus Plan is attached as Annex "D"
hereto.  The material  features of the Section 16 Executive  Officers Bonus Plan
are described  below, but this description is only a summary and is qualified in
its  entirety  by  reference  to the actual  text of the  Section  16  Executive
Officers Bonus Plan.


Purpose

The  purpose  of the  Section  16  Executive  Officers  Bonus Plan is to provide
Section 16  executives of the Company with an  opportunity  to earn annual bonus
compensation  as an  incentive  and reward  for their  leadership,  ability  and
exceptional services.

Administration

The Section 16 Executive Officers Bonus Plan will be administered by a committee
of the Board of Directors of the Company consisting of not less than two persons
who, to the extent  required  to satisfy the  exception  for  performance  based
compensation  under  Section  162(m) of the Code,  will be  "outside  directors"
within the meaning of such section.

Subject to the express  provisions  of the Section 16 Executive  Officers  Bonus
Plan,  the  committee of outside  directors  has the  authority to (i) establish
performance  goals for the granting of annual  bonuses for each plan year,  (ii)
determine  the Section 16  executives to whom annual bonus awards are to be made
for each plan year, (iii) determine  whether the performance  goals for any plan
year have been  achieved,  (iv)  authorize  payment of annual  bonuses under the
Section 16  Executive  Officers  Bonus  Plan,  (v) adopt,  alter and repeal such
administrative  rules,   guidelines  and  practices  governing  the  Section  16
Executive  Officers  Bonus Plan as it deems  advisable,  and (vi)  interpret the
terms and provisions of the Section 16 Executive Officers Bonus Plan.

Determination of Awards

The amount of any annual bonus  granted to a Section 16  executive  for any plan
year will be an amount not  greater  than $1.5  million,  which  amount  will be
determined based on the achievement of one or more performance goals established

by  the  committee  of  outside   directors  with  respect  to  such  executive.
Performance  goals may vary from  executive to executive and shall be based upon
such one or more of the  following  performance  criteria  as the  committee  of
outside  directors  may deem  appropriate:  appreciation  in stock value,  total
stockholder  return,  earnings per share,  earnings per share growth,  operating
income, net income, pro forma net income, return on equity, return on designated
assets,  return on capital,  economic  value added,  earnings,  earnings  before
interest,  taxes,  depreciation  and  amortization,  revenues,  revenue  growth,
expenses,  operating profit margin,  operating cash flow, gross profit margin or
net profit margin.  The performance  goals may be determined by reference to the
performance of the Company, or of a subsidiary or affiliate, or of a division or
unit of any of the foregoing.  Not later than the day immediately  preceding the
first  day of the plan year (or a later  date as may be  permitted  pursuant  to
Section 162(m) of the Code),  the committee of outside  directors will establish
(i) the Section 16 executives  who will be eligible for an annual bonus for such
plan  year,  (ii) the  performance  goals  for such  plan  year,  and  (iii) the
corresponding  annual  bonus  amounts  payable  under the  Section 16  Executive
Officers Bonus Plan upon achievement of the performance goals.

Payment of Award

An annual  bonus (if any) to any  Section 16  executive  for a plan year will be
paid after the end of the plan year,  provided,  however,  that the committee of
outside  directors  shall have first certified in writing (i) that a performance
goal with respect to the  executive  for such fiscal year was  satisfied and the
level of the goal  attained,  and (ii) the  amount  of each  executive's  annual
bonus. The Committee,  unless it determines otherwise, shall have the discretion
to decrease the amount  otherwise  payable under an award.  If an executive dies
after the end of a plan year but before  receiving  payment of any annual bonus,
the amount will be paid to a designated  beneficiary  or, if no beneficiary  has
been designated,  to the executive's estate.  Notwithstanding the foregoing, the
committee of outside  directors may determine by separate  employment  agreement
with any executive or otherwise,  that all or a portion of an executive's annual
bonus  for a plan  year  will be  payable  to such  executive  upon  his  death,
disability,  or termination  of  employment,  or upon a change of control of the
Company, during the plan year.


Non-Transferability

No annual  bonuses or rights under the Section 16 Executive  Officers Bonus Plan
may be  transferred or assigned other than by will or by the laws of descent and
distribution.

Amendments and Termination

The Board of Directors  may terminate  the Section 16 Executive  Officers  Bonus
Plan and may amend it from time to time; provided,  however, that no termination
or  amendment  of the Section 16 Executive  Officers  Bonus plan will  adversely
affect the rights of an executive  or a  beneficiary  to a previously  certified
annual bonus.  Amendments to the Section 16 Executive Officers Bonus Plan may be
made without  stockholder  approval except as required to satisfy Section 162(m)
of the Code.


Certain Federal Income Tax Consequences

The following is a summary of certain Federal income tax aspects with respect to
the Section 16  Executive  Officers  Bonus Plan based upon the laws in effect on
the date hereof.

Upon payment of an annual bonus to an  executive  for any plan year  pursuant to
the Section 16 Executive  Officers  Bonus Plan,  such  executive  will recognize
ordinary income in the amount of such annual bonus on the date the  compensation
is paid.

The Company will  generally be entitled to a deduction in the amount  taxable as
ordinary  income to an executive,  subject to the limitation  imposed by Section
162(m) of the Code. The Company intends that  compensation  paid to an executive
pursuant to the Section 16 Executive  Officers Bonus Plan will generally qualify
as  "performance-based  compensation"  under  Section  162(m)  of the Code  and,
consequently,  should generally not be subject to the $1 million deduction limit
thereunder.

The foregoing is based upon Federal income tax laws and regulations as presently
in effect  and does not  purport  to be a complete  description  of the  Federal
income tax aspects of the Section 16 Executive  Officers  Bonus Plan.  Also, the
state and local tax  consequences  to an  executive  and the  Company  may vary,
depending  upon the laws of the various states and localities and the individual
circumstances of the executive.

New Plan Benefits

The amount of  benefits  payable in the future  under the  Section 16  Executive
Officers  Bonus Plan is not currently  determinable  and, as of the date hereof,
the Company has paid no bonuses under this plan.

THE BOARD  RECOMMENDS  A VOTE "FOR" THE  APPROVAL  OF THE  SECTION 16  EXECUTIVE
OFFICERS BONUS PLAN



                                   Proposal 3
                  2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN

The Board of Directors has adopted the 2003 Long Term  Incentive and Share Award
Plan (the "Plan"),  subject to shareholder approval. We now ask the shareholders
to  approve  the  adoption  of the Plan.  The  following  summary of the Plan is
qualified in its  entirety by reference to the Plan,  which is attached as Annex
"E" to this Proxy Statement.

The Plan will give us continuity and flexibility in offering long term incentive
compensation  to  attract,  retain  and  motivate  employees,   consultants  and
directors.  The Plan provides for awards using up to 7,500,000 shares,  which is
approximately  the amount of shares  currently  available for issuance under the
Company's 1999 Stock Incentive Plan. Following approval of the Plan, the Company
will not issue further awards under its 1999 Stock Incentive Plan.


General.  The Plan is intended  to provide  incentives  to  attract,  retain and
motivate employees,  consultants and directors in order to achieve the Company's
long-term  growth and  profitability  objectives.  The Plan will provide 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 (collectively the "Awards"). An aggregate of 7,500,000 shares
of Common Stock have been  reserved for  issuance  under the Plan.  In addition,
during a calendar  year (i) the maximum  number of shares with  respect to which
options and SARs may be granted to an eligible  participant  under the Plan will
be 1,000,000 shares, and (ii) the maximum number of shares with respect to which
Awards intended to qualify as performance-based  compensation other than options
and SARs may be  granted  to an  eligible  participant  under  the Plan  will be
500,000 shares. These share amounts are subject to anti-dilution  adjustments in
the event of certain changes in the Company's  capital  structure,  as described
below. Shares issued pursuant to the Plan will be either authorized but unissued
shares or treasury shares.

Eligibility and Administration. Officers and other employees of, and consultants
to, the Company and its Subsidiaries and Affiliates and Directors of the Company
will be  eligible  to be  granted  Awards  under  the  Plan.  The  Plan  will be
administered by the Compensation Committee or such other Board committee (or the
entire  Board) as may be  designated  by the  Board  (the  "Committee").  Unless
otherwise  determined by the Board,  the  Committee  will consist of two or more
members of the Board who are  nonemployee  directors  within the meaning of Rule
16b-3 of the Securities  Exchange Act of 1934 (the "Exchange  Act") and "outside
directors"  within the meaning of  Section162(m) of the Internal Revenue Code of
1986,  as amended (the "Code").  The Committee  will  determine  which  eligible
employees,  consultants and directors receive Awards,  the types of Awards to be
received and the terms and conditions thereof. The Committee will have authority
to waive  conditions  relating  to an Award or  accelerate  vesting  of  Awards.
Approximately 2,500 persons are currently eligible to participate in the Plan.

The Chief  Executive  Officer  shall have the power and authority to make Awards
under the Plan to  employees  and  consultants  not subject to Section 16 of the
Exchange Act, subject to limitations imposed by the Committee.

Except for certain antidilution adjustments, unless the approval of shareholders
of the Company is  obtained,  options and SARs issued under the Plan will not be
amended to lower their exercise price and options and SARs issued under the Plan
will not be exchanged for other Options or SARs with lower exercise prices.

Awards.  Incentive  stock options  ("ISOs")  intended to qualify for special tax
treatment  in  accordance  with the  Code and  nonqualified  stock  options  not
intended to qualify for special tax treatment  under the Code may be granted for
such number of shares of Common Stock as the Committee determines. The Committee
will be authorized to set the terms  relating to an option,  including  exercise
price and the time and  method  of  exercise.  However,  the  exercise  price of
options will not be less than the fair market value of the shares on the date of
grant,  and the term will not be longer than ten years from the date of grant of
the options.

A SAR will  entitle  the holder  thereof to receive  with  respect to each share
subject  thereto,  an amount equal to the excess of the fair market value of one
share  of  Common  Stock  on the  date of  exercise  (or,  if the  Committee  so
determines,  at any time during a specified  period  before or after the date of
exercise) over the exercise price of the SAR set by the Committee as of the date
of grant. However, the exercise price of the SARs will not be less than the fair
market value of the shares on the date of grant, and the term will not be longer
than ten years from the date of grant of the SARs.  Payment with respect to SARs
may be made in cash or shares of Common Stock as determined by the Committee.

Awards  of  restricted   shares  will  be  subject  to  such   restrictions   on
transferability  and other  restrictions,  if any, as the  Committee may impose.
Such restrictions will lapse under circumstances as the Committee may determine,
including  based upon a specified  period of  continued  employment  or upon the
achievement  of  performance  criteria  referred to below.  Except as  otherwise
determined by the Committee,  eligible  employees granted restricted shares will
have all of the rights of a stockholder,  including the right to vote restricted
shares and receive  dividends  thereon,  and unvested  restricted shares will be
forfeited  upon  termination  of employment  during the  applicable  restriction
period.

A  restricted  share unit will entitle the holder  thereof to receive  shares of
Common Stock or cash at the end of a specified deferral period. Restricted share
units will also be subject to such  restrictions  as the  Committee  may impose.
Such restrictions will lapse under circumstances as the Committee may determine,
including  based upon a specified  period of  continued  employment  or upon the
achievement  of  performance  criteria  referred to below.  Except as  otherwise
determined by the Committee,  restricted share units subject to restriction will
be forfeited upon  termination of employment  during any applicable  restriction
period.

Performance  shares and  performance  units will provide for future  issuance of
shares or payment of cash, respectively, to the recipient upon the attainment of
corporate   performance  goals  established  by  the  Committee  over  specified
performance   periods.   Except  as  otherwise   determined  by  the  Committee,
performance  shares and performance  units will be forfeited upon termination of
employment  during  any  applicable  performance  period.  Prior to  payment  of
performance  shares or  performance  units,  the Committee will certify that the
performance  objectives  were  satisfied.  Performance  objectives may vary from
person to person and will be based upon one or more of the following performance
criteria as the Committee  may deem  appropriate:  appreciation  in value of the
shares; total shareholder return; earnings per share; earnings per share growth;
operating income; net income; pro forma net income;  return on equity; return on
designated assets; return on capital;  economic value added; earnings;  earnings
before  interest,  depreciation  and  amortization;  revenues;  revenue  growth;
expenses; operating profit margin; operating cash flow; gross profit margin; net
profit margin;  or any of the above criteria as compared to the performance of a
published or special index deemed  applicable by the Committee,  including,  but
not limited to, the Standard & Poor's 500 Stock Index.  The Committee may revise
performance objectives if significant events occur during the performance period
which the Committee expects to have a substantial effect on such objectives.

The Committee may also grant  dividend  equivalent  rights and it is authorized,
subject to limitations under applicable law, to grant such other Awards that may
be denominated  in, valued in, or otherwise based on, shares of Common Stock, as
deemed by the Committee to be consistent with the purposes of the Plan.

Nontransferability.  Unless  otherwise  set forth by the  Committee  in an Award
agreement,  Awards (except for vested shares) will generally not be transferable
by the  participant  other than by will or the laws of descent and  distribution
and will be  exercisable  during the  lifetime of the  participant  only by such
participant or his or her guardian or legal representative.

Change of Control. In the event of a change of control (as defined in the Plan),
all Awards granted under the Plan then  outstanding but not then exercisable (or
subject to restrictions) shall become immediately exercisable,  all restrictions
shall lapse,  and any  performance  criteria shall be deemed  satisfied,  unless
otherwise provided in the applicable Award agreement.

Capital  Structure  Changes.  If the Committee  determines  that any dividend in
shares,  recapitalization,  share split, reorganization,  merger, consolidation,
spin-off,  repurchase, share exchange, or other similar corporate transaction or
event affects the Common Stock such that an adjustment is  appropriate  in order
to prevent dilution or enlargement of the rights of eligible  participants under
the Plan, then the Committee shall make such equitable changes or adjustments as

it deems appropriate, including adjustments to (i) the number and kind of shares
which may  thereafter  be issued  under the Plan,  (ii) the  number  and kind of
shares, other securities or other consideration issued or issuable in respect of
outstanding  Awards, and (iii) the exercise price, grant price or purchase price
relating to any Award.

Amendment and Termination.  The Plan may be amended,  suspended or terminated by
the Board of Directors at any time, in whole or in part. However,  any amendment
for which stockholder approval is required under the rules of any stock exchange
or  automated  quotation  system on which the Common Stock may then be listed or
quoted will not be effective until such stockholder  approval has been obtained.
In addition, no amendment, suspension, or termination of the Plan may materially
and  adversely  affect the rights of a participant  under any Award  theretofore
granted to him or her  without  the  consent of the  affected  participant.  The
Committee may waive any conditions or rights, amend any terms, or amend, suspend
or terminate,  any Award granted,  provided that, without  participant  consent,
such  amendment,  suspension or  termination  may not  materially  and adversely
affect the rights of such participant under any Award previously  granted to him
or her.

Effective Date and Term.  The Plan is effective as of December 3, 2003,  subject
to  shareholder  approval.  Unless earlier  terminated,  the Plan will expire on
December 2, 2013,  and no further  awards may be granted  thereunder  after such
date.

Market Value. The per share closing price of the Common Stock on October 8, 2003
was $9.16.

Federal  Income Tax  Consequences.  The  following  is a summary of the  federal
income tax consequences of the Plan, based upon current  provisions of the Code,
the Treasury regulations  promulgated thereunder and administrative and judicial
interpretation  thereof,  and does not address the consequences under any state,
local or foreign tax laws.

Stock Options

In general,  the grant of an option will not be a taxable event to the recipient
and it will not  result in a  deduction  to the  Company.  The tax  consequences
associated  with the  exercise of an option and the  subsequent  disposition  of
shares of Common Stock acquired on the exercise of such option depend on whether
the option is a nonqualified stock option or an ISO.

Upon the exercise of a nonqualified stock option, the participant will recognize
ordinary  taxable  income  equal to the excess of the fair  market  value of the
shares of Common Stock  received  upon  exercise  over the exercise  price.  The
Company will generally be able to claim a deduction in an equivalent amount. Any
gain or loss upon a  subsequent  sale or exchange of the shares of Common  Stock
will be capital gain or loss, long-term or short-term,  depending on the holding
period for the shares of Common Stock.

Generally,  a participant will not recognize ordinary taxable income at the time
of  exercise  of an ISO and no  deduction  will  be  available  to the  Company,
provided the option is exercised  while the participant is an employee or within
three  months  following  termination  of  employment  (longer,  in the  case of
disability or death).  If an ISO granted under the Plan is exercised after these
periods,  the  exercise  will be treated for federal  income tax purposes as the
exercise of a  nonqualified  stock  option.  Also, an ISO granted under the Plan
will be treated as a  nonqualified  stock option to the extent it (together with
other ISOs granted to the participant by the Company) first becomes  exercisable
in any  calendar  year for shares of Common  Stock  having a fair market  value,
determined as of the date of grant, in excess of $100,000.

If shares of Common Stock acquired upon exercise of an ISO are sold or exchanged
more than one year after the date of exercise  and more than two years after the
date of grant of the option,  any gain or loss will be long-term capital gain or
loss. If shares of Common Stock acquired upon exercise of an ISO are disposed of
prior to the  expiration  of these  one-year  or  two-year  holding  periods  (a
"Disqualifying Disposition"),  the participant will recognize ordinary income at
the time of  disposition,  and the  Company  will  generally  be  entitled  to a

deduction,  in an amount  equal to the  excess of the fair  market  value of the
shares of Common  Stock at the date of exercise  over the  exercise  price.  Any
additional  gain will be treated  as  capital  gain,  long-term  or  short-term,
depending on how long the shares of Common Stock have been held. Where shares of
Common Stock are sold or exchanged in a  Disqualifying  Disposition  (other than
certain  related party  transactions)  for an amount less than their fair market
value at the date of exercise, any ordinary income recognized in connection with
the  Disqualifying  Disposition  will be limited to the amount of gain,  if any,
recognized  in the  sale or  exchange,  and any  loss  will  be a  long-term  or
short-term  capital loss,  depending on how long the shares of Common Stock have
been held.

If an option is exercised  through the use of shares of Common Stock  previously
owned by the  participant,  such  exercise  generally  will not be  considered a
taxable  disposition of the  previously  owned shares and, thus, no gain or loss
will be  recognized  with  respect to such  previously  owned  shares  upon such
exercise.  The  amount  of any  built-in  gain on the  previously  owned  shares
generally  will not be  recognized  until the new shares  acquired on the option
exercise are disposed of in a sale or other taxable transaction.

Although the exercise of an ISO as  described  above would not produce  ordinary
taxable  income  to the  participant,  it would  result  in an  increase  in the
participant's   alternative   minimum  taxable  income  and  may  result  in  an
alternative minimum tax liability.

Restricted Stock

A participant who receives shares of restricted  stock will generally  recognize
ordinary income at the time that they "vest", i.e., when they are not subject to
a substantial  risk of forfeiture.  The amount of ordinary  income so recognized
will  generally  be the fair  market  value of the Common  Stock at the time the
shares  vest,  less the  amount,  if any,  paid for the  stock.  This  amount is
generally  deductible for federal income tax purposes by the Company.  Dividends
paid  with  respect  to  Common  Stock  that  is  nonvested   will  be  ordinary
compensation  income  to  the  participant  (and  generally  deductible  by  the
Company).  Any gain or loss upon a subsequent  sale or exchange of the shares of
Common  Stock,  measured by the  difference  between the sale price and the fair
market  value  on the  date  the  shares  vest,  will be  capital  gain or loss,
long-term  or  short-term,  depending  on the  holding  period for the shares of
Common  Stock.  The  holding  period  for this  purpose  will  begin on the date
following the date the shares vest.

In lieu of the treatment  described  above,  a participant  may elect  immediate
recognition  of income  under  Section  83(b) of the Code.  In such  event,  the
participant  will  recognize as income the fair market  value of the  restricted
stock at the time of grant (determined  without regard to any restrictions other
than restrictions  which by their terms will never lapse),  and the Company will
generally be entitled to a corresponding deduction.  Dividends paid with respect
to shares as to which a proper  Section 83(b) election has been made will not be
deductible  to the  Company.  If a  Section  83(b)  election  is  made  and  the
restricted stock is subsequently forfeited, the participant will not be entitled
to any offsetting tax deduction.

SARs and Other Awards

With respect to SARs,  restricted share units,  performance shares,  performance
units, dividend equivalents and other Awards under the Plan not described above,
generally,  when a participant  receives  payment with respect to any such Award
granted  to him or her under the Plan,  the  amount of cash and the fair  market
value of any other property received will be ordinary income to such participant
and will be allowed as a  deduction  for  federal  income  tax  purposes  to the
Company.

Payment of Withholding Taxes

The Company may  withhold,  or require a  participant  to remit to it, an amount
sufficient to satisfy any federal,  state or local  withholding tax requirements
associated with Awards under the Plan.

Deductibility Limit on Compensation in Excess of $1 Million

Section  162(m) of the Code  generally  limits the  deductible  amount of annual
compensation  paid  (including,   unless  an  exception  applies,   compensation
otherwise  deductible  in  connection  with Awards  granted under the Plan) by a

public company to each "covered employee" (i.e., the chief executive officer and
four other most highly compensated executive officers of the Company) to no more
than $1 million.  The Company  currently  intends to structure stock options and
other  Awards  granted  under the Plan to certain of the  covered  employees  to
comply with an exception to  nondeductibility  under Section 162(m) of the Code.
See "Compensation Committee Report on Executive Compensation" on page 11.

New Plan Benefits.  No benefits have been received or allocated to any employee,
consultant or director under the Plan, and therefore a "New Plan Benefits" table
has not been included. Equity Compensation Plan Information

The following table gives  information about the Company's common stock that may
be  issued  upon the  exercise  of  options  under all of the  Company's  equity
compensation   plans   as  of  June   29,   2003.   The   table   includes   the
1-800-FLOWERS,INC.  1997 Stock Option Plan and the 1-800-FLOWERS.COM,  Inc. 1999
Stock Incentive Plan.

                                                                                         
               Plan Category                         Number of        Weighted-average        Number of
                                                   securities to         exercise             securities
                                                   be issued upon        price of             remaining
                                                    exercise of        outstanding          available for
                                                    outstanding          options           future issuance
                                                      options                                under equity
                                                                                             compensation
                                                                                           plans (excluding
                                                                                              securities
                                                                                             reflected in
                                                                                             column (a))
               ----------------------------------------------------------------------------------------------
                                                        (a)                (b)                   (c)
               Equity     compensation    plans      10,001,345           $8.28               7,639,930
               approved by security holders


               Equity  compensation  plans  not
               approved by security holders
                                                              -               -                      -
                                                     _____________      __________           __________
               Total                                 10,001,345           $8.28               7,639,930



THE BOARD RECOMMENTDS A VOTE "FOR" THE APPROVAL OF THE 2003 LONG TERM INCENTIVE
AND SHARE AWARD PLAN




                                   PROPOSAL 4

                              INDEPENDENT AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors appointed
Ernst & Young LLP ("E&Y"),  independent  public  accountants and auditors of the
Company since 1993, as auditors of the Company to serve for the year ending June
27, 2004 (the "Fiscal 2004"), subject to the ratification of such appointment by
the stockholders at the Annual Meeting.

                                   AUDIT FEES

The aggregate fees for professional  services  rendered for (i) the audit of the
Company's annual  financial  statements set forth in the Company's Annual Report
on Form 10-K for the fiscal year ended June 29, 2003 ("Fiscal  2003"),  and (ii)
the review of the  Company's  quarterly  financial  statements  set forth in the
Company's Quarterly Report on Form 10-Q were approximately $171,000.

                               AUDIT RELATED FEES

The aggregate fees for audit related  services  amount to $66,000 and consist of
audit and assurance  services related to the Company's benefit plan and separate
financial statements for its franchise operations

                                    TAX FEES

The  aggregate  for tax services  amount to $90,000 and consist of  professional
services  rendered by Ernst & Young LLP for tax  compliance,  tax advice and tax
planning.

          FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

E&Y did not render  professional  services  relating  to  financial  information
systems design and implementation for Fiscal 2003.

The affirmative  vote of a plurality of the Company's  outstanding  Common Stock
present  in person or by proxy is  required  to ratify  the  appointment  of the
auditors.  Unless otherwise instructed,  the proxy holders will vote the proxies
received  by them  "FOR"  the  ratification  of E&Y to  serve  as the  Company's
auditors for Fiscal 2004. A representative of E&Y will attend the Annual Meeting
with the  opportunity  to make a statement if he or she so desires and will also
be available to answer inquiries.

                THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION
          AND APROVAL OF THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS
               THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2004.

                                  OTHER MATTERS

Management  knows of no  matters  that are to be  presented  for  action  at the
meeting  other than those set forth above.  If any other  matters  properly come
before the meeting,  the persons  named in the enclosed  form of proxy will vote
the shares represented by proxies in their discretion on such matters.

Proxies  will be  solicited  by mail and may also be  solicited  in person or by
telephone  by some  regular  employees  of the  Company.  The  Company  may also
consider the engagement of a proxy  solicitation firm. Costs of the solicitation
will be borne by the Company.

                              STOCKHOLDER PROPOSALS

In accordance with regulations issued by the Securities and Exchange  Commission
by certified  mail-return receipt requested,  stockholder proposals intended for
presentation at the 2004 Annual Meeting of Stockholders must be delivered to the
Secretary  of the Company at the  principal  executive  office of the Company by
July  1,  2004 if such  proposals  are to be  considered  for  inclusion  in the
Company's  Proxy  Statement for the 2004 Annual  Meeting of  Stockholders.  If a
stockholder  desires to bring  business  before the 2004 Annual Meeting which is
not the  subject of a  proposal  timely  submitted  for  inclusion  in the Proxy
Statement,  written  notice of such  business  must be received by September 14,
2004.

                           ANNUAL REPORT ON FORM 10-K

The Company will provide without charge to each beneficial  holder of its Common
Stock on the  Record  Date who did not  receive a copy of the  Company's  Annual
Report for the fiscal year ended June 29, 2003,  on the written  request of such
person,  a copy of the  Company's  Annual  Report on Form 10-K as filed with the
Securities and Exchange  Commission.  Any such request should be made in writing
to the  Secretary  of the  Company at the address set forth on the first page of
this Proxy Statement.

                                      By Order of the Board of Directors
                                      /s/ James F. McCann
                                      James F. McCann
                                      Chairman of the Board and Chief Executive
                                      Officer

Westbury, New York
November 1, 2003


                                 (Form of Proxy)
                             1-800-FLOWERS.COM, INC.
           PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - December 2, 2003
       (This Proxy is solicited by the Board of Directors of the Company)


The undersigned stockholder of 1-800-FLOWERS.COM,  Inc. hereby appoints James F.
McCann,  Chairman  of the Board  and  Chief  Executive  Officer,  and  Gerard M.
Gallagher, Senior Vice President, General Counsel, or any one of them, with full
power of  substitution  in each,  as  proxies  to vote the  shares of stock,  in
accordance with the  undersigned's  specifications,  which the undersigned could
vote  if  personally   present  at  the  Annual  Meeting  of   Stockholders   of
1-800-FLOWERS.COM,  Inc.  to be held at 395 North  Service  Road,  Melville,  NY
11747, Lower Level Media Center (the "Meeting Place"),  on Tuesday,  December 2,
2003 at 9:00 a.m. eastern standard time or any adjournment thereof.

1.  ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)

    FOR all nominees below                   WITHHOLD AUTHORITY
    |_| (except as marked to the contrary)   |_| to vote for all nominees below

    Jeffrey C. Walker and Kevin J. O'Connor

    INSTRUCTION:  To withhold authority to vote for an individual nominee, write
    the nominee's name in the space provided below.


-------------------------------------------------------------------------------
2.  TO APPROVE THE SECTION 16 EXECUTIVE OFFICERS BONUS PLAN

    FOR                        AGAINST                  ABSTAIN WITH RESPECT TO
     |_|                          |_|                                 |_|

3.  TO APPROVE THE 2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN

    FOR                        AGAINST                  ABSTAIN WITH RESPECT TO
     |_|                          |_|                                 |_|

4.  RATIFICATION OF INDEPENDENT AUDITORS

    FOR                        AGAINST                  ABSTAIN WITH RESPECT TO
     |_|                          |_|                                 |_|

proposal  to ratify  the  selection  of Ernst & Young  LLP,  independent  public
accountants, as auditors of the Company for the fiscal year ending June 27, 2004
as described in the Proxy Statement.

UNLESS OTHERWISE  SPECIFIED,  THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
PERSONS NOMINATED BY THE BOARD OF DIRECTORS AS DIRECTORS,  "FOR" THE APPROVAL OF

THE SECTION 16  EXECUTIVE  OFFICERS  BONUS PLAN,  "FOR" THE APPROVAL OF THE 2003
LONG TERM INCENTIVE AND SHARE AWARD PLAN,  "FOR"  RATIFICATION OF ERNST & YOUNG,
LLP,  INDEPENDENT PUBLIC ACCOUNTANTS AS INDEPENDENT  AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 27, 2004,  AND IN ACCORDANCE  WITH THE DISCRETION OF
THE PROXIES AS TO OTHER MATTERS WHICH PROPERLY COME BEFORE THE ANNUAL MEETING.

All of the  proposals  set  forth  are  proposals  of the  Company.  None of the
proposals is related to or conditioned upon approval of any other proposal.

Please date and sign  exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly,  each stockholder  should sign.
Executors,  administrators,  trustees,  etc.  should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign full
corporate name by an authorized  officer.  If the  stockholder is a partnership,
please sign full partnership name by an authorized person.





                                                 ______________________________

                                                 ______________________________
                                                Signature(s) of Stockholder

Dated:____________________





Annex "A"



                             1-800-FLOWERS.COM, INC.



                             AUDIT COMMITTEE CHARTER



Organization

The Audit  Committee (the  "Committee")  of the Board of Directors (the "Board")
shall be comprised  of at least three  directors.  The members of the  Committee
shall meet the  independence  requirements of the Nasdaq National  Market,  Inc.
Members  of the  Committee  must  be able to  read  and  understand  fundamental
financial  statements,  including the Company's balance sheet,  income statement
and cash flow  statement,  and have the ability to  understand  key business and
financial  risks  and  related  controls  and  control  processes.  At least one
director must be a committee expert with education and employment  experience as
a principal financial officer, principal accounting officer, controller,  public
accountant or auditor or experience  in one or more  positions  that involve the
performance of similar functions;  experience  actively  supervising a principal
financial officer, principal accounting officer, controller,  public accountant,
auditor or performing similar functions;  experience overseeing or assessing the
performance of companies or public  accountants with respect to the preparation,
auditing or evaluation of financial statements; or other relevant experience.

Statement of Policy

The  Committee  shall provide  assistance  to the directors in fulfilling  their
responsibility  to the  shareholders,  potential  shareholders,  and  investment
community relating to corporate accounting,  reporting practices of the Company,
and the quality and integrity of financial reports of the Company.  In so doing,
it  is  the   responsibility   of  the  Committee  to  maintain  free  and  open
communication  between the directors,  the  independent  auditors,  the internal
auditors, and the financial management of the Company.

Responsibilities

In carrying out its  responsibilities,  the  Committee  believe its policies and
procedures should remain flexible in order to best react to changing  conditions
and to ensure to the directors and  shareholders  that the corporate  accounting
and reporting  practices of the Company are in accordance with all  requirements
and are the highest quality.

In carrying out these responsibilities, the Committee will:

o Obtain the full board of directors'  approval of this  Charter and review and
reassess this Charter as conditions dictate (at least annually).

o Discuss with management and the independent auditor, as appropriate,  earnings
press  releases and  financial  information  and earnings  guidance provided to
analysts and to rating agencies.

o Select the  independent  auditors  to audit the  financial  statements  of the
Company and its divisions and subsidiaries and approve the independent auditor's
compensation.

o Have a clear  understanding  with  the  independent  auditors  that  they  are
ultimately  accountable  to the board of  directors  and the  Committee,  as the
shareholders'  representatives,  who have the ultimate  authority in deciding to
engage, evaluate, and if appropriate, terminate their services.

o Meet with the independent  auditors and financial management of the Company to
review the scope of the  proposed  audit and timely  quarterly  reviews  for the
current year and the procedures to be utilized,  and at the  conclusion  thereof
review such audit or review,  including any comments or  recommendations  of the
independent auditors.

o Pre-approve all audit services and permitted non-audit services (including the
fees and terms  thereof)  to be  performed  for the  Company by the  independent
auditor.  The Committee may delegate  authority to pre-approve  audit  services,
other than the audit of the Company's annual financial statements, and permitted
non-audit services to one or more members, provided that decisions made pursuant
to such delegated authority shall be presented to the full committee at its next
scheduled meeting.

o  Discuss  with the  internal  auditors,  if  applicable,  and the  independent
auditors the overall scope and plans for the  respective  audits,  including the
adequacy  of  staffing  and  compensation.  The  Committee  shall  discuss  with
management,  the internal  auditors,  if any, and the  independent  auditors the
adequacy and effectiveness of the accounting and financial  controls,  including
the Company's  policies and procedures to assess,  monitor,  and manage business
risk, and legal and ethical compliance programs (e.g. Company's Code of Ethics).

o Review reports received from regulators and other legal and regulatory matters
that may have a material  effect on the financial  statements or related Company
compliance policies.

o Review the internal controls of the Company,  the proposed audit plans for the
coming year, and the coordination of such plans with the independent auditors.

o Inquire of management and the independent  auditors about significant risks or
exposures and assesses the steps  management has taken to minimize such risks to
the Company.

o Review the interim financial statements and the disclosures under Management's
Discussion  and Analysis of Financial  Condition and Results of Operations  with
management  and the  independent  auditors  prior to the filing of the Company's
Quarterly  Report on Form 10-Q. The Committee  shall also discuss the results of
the quarterly  review and any other matters  required to be  communicated to the
Committee  by  the  independent   auditors  under  generally  accepted  auditing
standards.  The Chair of the Committee  may  represent the entire  Committee for
purposes of this review.

o Review the financial statements contained in the annual report to shareholders
with management and the  independent  auditors to determine that the independent
auditors  are  satisfied  with  the  disclosure  and  content  of the  financial
statements to be presented to the shareholders. Review with financial management
and the independent auditors the results of their timely analysis of significant
financial reporting issues and practices, including changes in, or adoptions of,
accounting  principles and disclosure  practices,  and discuss any other matters
required to be communicated  to the committee by the auditors.  Also review with
financial  management and the  independent  auditors their  judgments  about the
quality, not just acceptability, of accounting principles and the clarity of the
financial  disclosure  practices used or proposed to be used, and  particularly,
the  reasonableness  of  significant   judgements  and  estimates  ,  and  other
significant decisions made in preparing the financial statements.

o Provide sufficient  opportunity for the independent  auditors to meet with the
members of the Committee without members of management present.  Among the items
to be discussed in these meetings are the  independent  auditors'  evaluation of
the Company's financial, accounting, and auditing personnel, and the cooperation
that the independent auditors received during the course of audit.

o Review accounting and financial human resources within the Company.

o Report the results of the annual audit to the board of directors. If requested
by the  board,  invite  the  independent  auditors  to attend  the full board of
directors  meeting to assist in reporting  the results of the annual audit or to
answer  other  directors'   questions   (alternatively,   the  other  directors,
particularly  the other  independent  directors,  may be  invited  to attend the
Committee meeting during which the results of the annual audit are reviewed).

o  On  an  annual  basis,  obtain  from  the  independent   auditors  a  written
communication   delineating  all  relationships  and  professional  services  as
required  by  Independence   Standards   Board  Standard  No.  1,   Independence
Discussions  with Audit  Committees.  In addition,  review with the  independent
auditors the nature and scope of any  disclosed  relationships  or  professional
services and take, or recommend  that the board of directors  take,  appropriate
action to ensure the continuing independence of the auditors.

o Review the report of the  Committee in the annual report to  shareholders  and
disclosing  whether  or not  the  committee  had  reviewed  and  discussed  with
management and the independent auditors the financial statements and the quality
of  accounting  principles  and  significant  judgments  affecting the financial
statements. In addition,  disclose the committee's conclusion on the fairness of
presentation of the financial  statements in conformity with GAAP based on those
discussions.

o Submit the minutes of all meetings of the Committee to, or discuss the matters
discussed at each committee meeting with, the board of directors.

o  Investigate  any  matter  brought  to its  attention  within the scope of its
duties,  with the power to retain  outside  counsel or other  auditors  for this
purpose if, in its judgment, that is appropriate,  and receive funding for these
services as necessary.

o Review the Company's  disclosure in the proxy statement for its annual meeting
of   shareholders   that   describes   that  the  Committee  has  satisfied  its
responsibilities  under this Charter for the prior year. In addition,  include a
copy of this Charter in the annual report to shareholders or the proxy statement
at least triennially or the year after any significant amendment to the Charter.

o The Committee shall have authority to retain such outside counsel, experts and
other advisors as the Committee may deem appropriate in its sole discretion. The
Committee shall have sole authority to approve related fees and retention terms.



This Charter replaces, in its entirety,  the Audit Committee Charter approved by
the Board of Directors on January 25, 2000.

August 7, 2003







Annex "B"

                          1-800 FLOWERS.COM, INC.


                         COMPENSATION COMMITTEE CHARTER

                                 June 26, 2003

Purpose


The Compensation Committee (the "Committee"),  in its capacity as a committee of
the Board of Directors (the "Board"),  has overall  responsibility for approving
and evaluating officer  compensation  plans,  policies and programs and employee
benefit programs of the Company.

The  Committee is also  responsible  for producing an annual report on executive
compensation  for inclusion in the Company's  proxy statement in accordance with
applicable rules and regulations.

Committee Membership/ Meetings


The members of the  Committee  shall be  appointed  annually by the Board on the
recommendation of the Nominating & Corporate Governance Committee. The Committee
shall consist of no fewer than three members. The members of the Committee shall
meet the  independence  requirements  of the Nasdaq  National  Market,  Inc. The
Committee shall meet at such times as it deems necessary or appropriate to carry
out its  responsibilities.  The members of the  Committee may be replaced by the
Board.

Committee Authority and Responsibilities


1. The  Committee  shall  review the  overall  compensation  structuring  of the
Company to determine that it establishes appropriate incentives for officers and
employees at all levels. All incentives,  while industry-dependent and different
for different categories of officers and employees, should further the Company's
long-term  strategic  plan and  should be  consistent  with the  culture  of the
Company and the overall goal of enhancing enduring shareholder value.

2. The Committee shall annually review,  approve and recommend to the Board, for
the CEO and the senior  executives  of the  Company  (a) the annual  base salary
level, (b) the annual incentive opportunity level, (c) the long-term opportunity
level,  (d) new and  amendments  to existing  employment  agreements,  severance
arrangements and change in control agreements/provisions,  in each case as, when
and if appropriate, and (e) any special or supplemental benefits.

3. The Committee  shall annually  review and make  recommendations  to the Board
with respect to the  compensation  of all  non-executive  officers and other key
employees.

4. The Committee  shall annually  review and make  recommendations  to the Board
with respect to  incentive-compensation  plans and  equity-based  plans and make
grants thereunder pursuant to delegated authority.

5. The Committee shall review and make recommendations to the Board with respect
to all employee benefit and related programs adopted by the Company.

6.  The  Committee  shall  annually  review  and  approve  corporate  goals  and
objectives relevant to CEO compensation, evaluate the CEO's performance in light
of those goals and objectives,  and set the CEO's  compensation  levels based on
this  evaluation.  In  determining  the  long-term  incentive  component  of CEO
compensation, the Committee will consider the Company's performance and relative
shareholder  return, the value of similar incentive awards to CEOs at comparable
companies, and the awards given to the CEO in past years.

7. The  Committee  shall have the  authority  to engage  independent  or outside
counsel,  accountants  or other  advisors,  in each case of its choice and as it
determines to be necessary or  appropriate.  In particular,  the Committee shall
have the sole authority to retain and terminate any  compensation  consultant to
be used to assist in the evaluation of the CEO or senior executive  compensation
and  shall  have sole  authority  to  approve  the  consultant's  fees and other
retention terms.

8.  The  Committee  may  form  and  delegate  authority  to  subcommittees when
appropriate.

9. The Committee shall make regular reports to the Board.

10. The  Committee  shall  review and  reassess  the  adequacy  of this Charter
annually and recommend any proposed changes to the Board for approval.

11. The  Committee  shall  perform  such  other  duties and carry out such other
responsibilities  as may be assigned to the  Committee by the Board from time to
time or as designated in plan documents.




Annex "C"



                             1-800 FLOWERS.COM, INC.

                        NOMINATING & CORPORATE GOVERNANCE
                                COMMITTEE CHARTER

                                 June 26, 2003

Purpose

The  Nominating  & Corporate  Governance  Committee  (the  "Committee"),  in its
capacity as a  committee  of the Board of  Directors  (the  "Board"),  shall (1)
assist the Board by identifying and evaluating  individuals  qualified to become
Board members and  recommend to the Board the director  nominees for election or
reelection  as  Directors  by  the   Shareholders  at  the  annual  meetings  of
shareholders  and  candidates  to fill any vacancies on the Board that may occur
from  time to time;  (2)  develop  and  recommend  to the  Board  the  corporate
governance  guidelines  applicable  to the  Company;  (3) lead the  Board in its
annual review of the Board's  performance;  (4) recommend to the Board  director
nominees for each committee or the Board;  and (5) fulfill the  responsibilities
set forth below and perform such other  responsibilities  as may be delegated to
the Committee by the Board from time to time.

Committee Membership

The Committee  shall consist of no fewer than three members.  The members of the
Committee  shall  meet the  independence  requirements  of the  Nasdaq  National
Market, Inc.

The members of the  Committee  will be appointed by, and may be replaced by, the
Board.

Committee Authority and Responsibilities

1. The  Committee  shall have the sole  authority  to retain and  terminate  any
search  firm to be used to  identify  director  candidates  and shall  have sole
authority  to approve the search  firm's  fees and other  retention  terms.  The
Committee  shall have the authority to engage  independent  or outside  counsel,
accountants or other  advisors,  in each case of its choice and as it determines
to be necessary or appropriate.

2.  The  Committee  shall,   periodically  as  the  Committee  finds  reasonably
appropriate,   seek   individuals   qualified  to  become   board   members  for
recommendation  to the Board and shall  evaluate  prospective  nominees  for the
Board and the committees of the Board identified by the Committee, other members
of the Board or management and shall review the Board's committee  structure and
composition generally.

3. The  Committee  shall  identify  and  recommend to the Board (1) the director
nominees for the annual meeting of shareholders and to fulfill  vacancies on the
Board that may occur from time to time and (2)  members of the Board to serve on
the various committees of the Board.

4. The Committee  shall be  responsible  for oversight of the  evaluation of the
Board,  including its size,  composition  and  compensation.  The Committee will
determine  whether an  individual  is  "independent"  as  provided by the Nasdaq
National Market.

5. The Committee shall review and assess the management  succession plan for the
Chief Executive  Officer position and other members of executive  management and
annually review with the Board.

6. The Committee shall review and reassess the adequacy of corporate  governance
guidelines  and practices of the Company and  recommend any proposed  changes to
the Board for approval.

7. The Committee shall, on behalf of the Board, review letters from shareholders
concerning the Company's annual general meeting and governance  process and make
recommendations to the Board in respect thereof.

8.  The  Committee  may  form  and  delegate  authority  to  subcommittees  when
appropriate.

9. The  Committee  shall  make  reports to the Board  after each  meeting of the
Committee.

10 The Committee shall review and reassess the adequacy of this Charter annually
and recommend any proposed changes to the Board for approval.




Annex "D"
                            1-800-FLOWERS.COM, Inc.
                    SECTION 16 EXECUTIVE OFFICERS BONUS PLAN
SECTION 1. Purpose.
1-800-FLOWERS.COM,   Inc  (the  "Company")   hereby   establishes,   subject  to
shareholder approval, this Section 16 Executive Officers Bonus Plan (the "Plan")
in  order to  provide  the  Company's  Section  16  executive  officers  with an
opportunity to earn annual bonus compensation,  contingent on the achievement of
certain  performance  goals,  as an incentive  and reward for their  leadership,
ability and exceptional services.

SECTION 2. Definitions.
2.1.  "Award" means the amount of cash bonus  compensation  to which an Eligible
Employee is entitled for each Plan Year as determined by the Committee  pursuant
to Section 4 and 5 of the Plan.

2.2.  "Code" means the  Internal  Revenue  Code of 1986,  as amended,  including
applicable regulations thereunder.

2.3.  "Committee"  means the  Compensation  Committee of the Company's  Board of
Directors  (the  "Board")  consisting  of not less than two persons  who, to the
extent  required to satisfy the  exception  for  performance-based  compensation
under Section 162(m) of the Code are "outside  directors"  within the meaning of
such section.  The members of the  Committee  shall serve at the pleasure of the
Board.
2.4.  "Determination Date" means the day immediately  preceding the first
day of a Plan Year or such  later  date by which  the  Committee  may  establish
performance  goals for a Plan Year  without  causing  an Award to be  treated as
other than  performance-based  compensation within the meaning of Section 162(m)
of the Code.
2.5. "Eligible Employee" means any Section 16 executive officer of the Company.
2.6.  "Plan  Year"  means  the  Company's  fiscal  year  or  such  other period
established by the Committee.

SECTION 3. Administration.
The Plan shall be  administered  by the Committee.  The Committee shall have the
authority  to  establish  performance  goals for the awarding of Awards for each
Plan Year, to determine the Eligible Employees to whom Awards are to be made for
each Plan Year; to determine  whether  performance goals for each Plan Year have
been achieved;  to authorize  payment of Awards under the Plan; to adopt,  alter
and repeal such  administrative  rules,  guidelines and practices  governing the
Plan as it shall deem  advisable;  and to interpret the terms and  provisions of
the Plan. All determinations  made by the Committee with respect to the Plan and
Awards  thereunder  shall be final and  binding on all  persons,  including  the
Company and all Eligible Employees.
SECTION 4. Determination of Awards.
The  amount of an Award for any Plan Year shall be an amount  not  greater  than
$1,500,000,  which amount shall be determined based on the achievement of one or
more  performance  goals  established  by the  Committee  with  respect  to such
Eligible Employee. Performance goals may vary from Eligible Employee to Eligible
Employee and shall be based upon such one or more of the  following  performance
criteria as the Committee  may deem  appropriate:  appreciation  in share value;
total  shareholder  return;  earnings  per  share;  earnings  per share  growth;
operating income; net income; pro forma net income;  return on equity; return on
designated assets; return on capital;  economic value added; earnings;  earnings
before interest, taxes, depreciation and amortization; revenues; revenue growth;
expenses;  operating profit margin;  operating cash flow; gross profit margin or
net profit margin.  The performance  goals may be determined by reference to the
performance of the Company, or of a subsidiary or affiliate, or of a division or
unit  of any of the  foregoing.  No  later  than  the  Determination  Date,  the
Committee shall  establish (i) the Eligible  Employees who shall be eligible for
an Award for such Plan Year, (ii) the  performance  goals for such Plan Year and
(iii) the corresponding Award amounts payable under the Plan upon achievement of
such performance goals.
SECTION 5. Payment of Award.
An Award (if any) to any  Eligible  Employee for a Plan Year shall be paid after
the end of the Plan Year, provided, however, that the Committee shall have first
certified in writing (i) that a  performance  goal with respect to such Eligible
Employee for such Plan Year was satisfied  and the level of such goal  attained,
and (ii) the  amount of each such  Eligible  Employee's  Award.  The  Committee,
unless it determines otherwise, shall have the discretion to decrease the amount
otherwise  payable under an Award. If an Eligible Employee dies after the end of
a Plan Year but before receiving  payment of any Award, the amount of such Award
shall  be paid to a  designated  beneficiary  or,  if no  beneficiary  has  been
designated, to the Eligible Employee's estate, in the form of a lump sum payment
in cash as soon as  practicable  after  the  Award  for the  Plan  Year has been
determined and certified in accordance with this Section 5.  Notwithstanding the
foregoing,  the Committee may determine,  by separate employment  agreement with
any Eligible Employee or otherwise, that all or a portion of an Award for a Plan
Year shall be payable to the  Eligible  Employee  upon the  Eligible  Employee's
death,  disability  or  termination  of employment  with the Company,  or upon a
change  of  control  of  the   Company,   during  the  Plan  Year.
SECTION  6. Non-transferability.
No Award or rights under this Plan may be  transferred or assigned other than by
will or by the laws of  descent  and  distribution.
SECTION 7.  Amendments  and Termination.
The Board may terminate the Plan at any time and may amend it from time to time,
provided,  however, that no termination or amendment of the Plan shall adversely
affect the rights of an  Eligible  Employee  or a  beneficiary  to a  previously
certified Award. Amendments to the Plan may be made without shareholder approval
except as required to satisfy  Section  162(m) of the Code.
SECTION 8.  General Provisions.
8.1.  Nothing set forth in this Plan shall prevent the Board from adopting other
or additional compensation arrangements. Neither the adoption of the Plan or any
Award  hereunder  shall confer upon an Eligible  Employee any right to continued
employment.
8.2.  No member of the Board of the  Committee,  nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action,  determination or interpretation taken or made
with respect to the Plan,  and all members of the Board or the Committee and all
officers or employees or the Company acting on their behalf shall, to the extent
permitted by law, be fully  indemnified  and protected by the Company in respect
of any such action, determination or interpretation.
SECTION 9. Effective Date of Plan.
The Plan shall become  effective as of June 30,2003,  subject to approval by the
shareholders of the Company.



Annex "E"
                             1-800-FLOWERS.COM, INC.
                  2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN


1.  Purposes.

The purposes of the 2003 Long Term Incentive and Share Award Plan are to advance
the interests of  1-800-Flowers.com,  Inc. and its  shareholders  by providing a
means to attract,  retain, and motivate employees,  consultants and directors of
the Company upon whose judgment,  initiative and efforts the continued  success,
growth and development of the Company is dependent.

2.  Definitions.

For  purposes  of the Plan,  the  following terms shall be defined as set forth
below:

(a)  "Affiliate"  means any entity  other than the Company and its  Subsidiaries
that is  designated by the Board or the  Committee as a  participating  employer
under the Plan; provided,  however, that the Company directly or indirectly owns
at least 20% of the combined voting power of all classes of stock of such entity
or at least 20% of the ownership interests in such entity.

(b) "Award" means any Option,  SAR,  Restricted  Share,  Restricted  Share Unit,
Performance Share,  Performance Unit, Dividend Equivalent,  or Other Share-Based
Award granted to an Eligible Person under the Plan.

(c) "Award Agreement" means any written agreement, contract, or other instrument
or document evidencing an Award.

(d)  "Beneficiary"  means the person,  persons,  trust or trusts which have been
designated by an Eligible  Person in his or her most recent written  beneficiary
designation filed with the Company to receive the benefits  specified under this
Plan  upon the  death of the  Eligible  Person,  or,  if there is no  designated
Beneficiary or surviving designated Beneficiary, then the person, persons, trust
or trusts  entitled by will or the laws of descent and  distribution  to receive
such benefits.

(e) "Board" means the Board of Directors of the Company.

(f) "Code"  means the  Internal  Revenue  Code of 1986,  as amended from time to
time.  References  to any  provision  of the Code  shall be  deemed  to  include
successor provisions thereto and regulations thereunder.

(g)  "Committee"  means the  Compensation  Committee of the Board, or such other
Board committee (which may include the entire Board) as may be designated by the
Board  to  administer  the  Plan;  provided,  however,  that,  unless  otherwise
determined by the Board, the Committee shall consist of two or more directors of
the Company,  each of whom is a  "non-employee  director"  within the meaning of
Rule 16b-3 under the Exchange Act, to the extent applicable, and each of whom is
an "outside  director"  within the meaning of Section 162(m) of the Code, to the
extent  applicable;  provided,  further,  that the mere fact that the  Committee
shall fail to  qualify  under  either of the  foregoing  requirements  shall not
invalidate any Award made by the Committee which Award is otherwise validly made
under the Plan.

(h) "Company" means  1-800-Flowers.com,  Inc., a corporation organized under the
laws of Delaware, or any successor corporation.

(i)  "Director"  means a  member  of the  Board  who is not an  employee  of the
Company, a Subsidiary or an Affiliate.

(j) "Dividend  Equivalent" means a right, granted under Section 5(g), to receive
cash, Shares, or other property equal in value to dividends paid with respect to
a  specified  number  of  Shares.  Dividend  Equivalents  may  be  awarded  on a
free-standing  basis  or in  connection  with  another  Award,  and  may be paid
currently or on a deferred basis.

(k) "Eligible  Person"  means (i) an employee or  consultant  of the Company,  a
Subsidiary or an Affiliate, including any director who is an employee, or (ii) a
Director.  Notwithstanding any provisions of this Plan to the contrary, an Award
may be granted to an employee or consultant in connection with his or her hiring
or  retention  prior to the date  the  employee  or  consultant  first  performs
services for the Company, a Subsidiary or an Affiliate;  provided, however, that
any such  Award  shall  not  become  vested  prior to the date the  employee  or
consultant first performs such services.

(l) "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended from
time to time. References to any provision of the Exchange Act shall be deemed to
include successor provisions thereto and regulations thereunder.

(m) "Fair Market Value"  means,  with respect to Shares or other  property,  the
fair market value of such Shares or other property determined by such methods or
procedures as shall be established  from time to time by the  Committee.  If the
Shares are listed on any established stock exchange or a national market system,
unless  otherwise  determined  by the  Committee in good faith,  the Fair Market
Value of Shares  shall mean the closing  price per Share on the date in question
(or, if the Shares were not traded on that day, the next  preceding day that the
Shares were  traded) on the  principal  exchange  or market  system on which the
Shares are traded, as such prices are officially quoted on such exchange.

(n) "ISO" means any Option  intended to be and designated as an incentive  stock
option within the meaning of Section 422 of the Code.

(o) "NQSO" means any Option that is not an ISO.

(p) "Option" means a right, granted under Section 5(b), to purchase Shares.

(q) "Other  Share-Based  Award" means a right,  granted under Section 5(h), that
relates to or is valued by reference to Shares.

(r)  "Participant"  means an Eligible Person who has been granted an Award under
the Plan.

(s) "Performance Share" means a performance share granted under Section 5(f).

(t) "Performance Unit" means a performance unit granted under Section 5(f).

(u) "Plan" means this 2003 Long Term Incentive and Share Award Plan.

(v) "Restricted Shares" means an Award of Shares under Section 5(d) that may be
subject to certain restrictions and to a risk of forfeiture.

(w)  "Restricted  Share Unit" means a right,  granted  under  Section  5(e), to
receive Shares or cash at the end of a specified deferral period.

(x) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and applicable
to the  Plan  and  Participants,  promulgated  by the  Securities  and  Exchange
Commission under Section 16 of the Exchange Act.

(y) "SAR" or "Share Appreciation  Right" means the right,  granted under Section
5(c), to be paid an amount measured by the difference between the exercise price
of the right and the Fair Market  Value of Shares on the date of exercise of the
right, with payment to be made in cash,  Shares, or property as specified in the
Award or determined by the Committee.

(z) "Shares" means common stock, $.01 par value per share, of the Company.

(aa) "Subsidiary"  means any corporation (other than the Company) in an unbroken
chain of  corporations  beginning  with the Company if each of the  corporations
(other than the last  corporation in the unbroken chain) owns shares  possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in the chain.

3. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee,
and the  Committee  shall have full and final  authority  to take the  following
actions, in each case subject to and consistent with the provisions of the Plan:

(i) to select Eligible Persons to whom Awards may be granted;

(ii) to designate Affiliates;

(iii) to  determine  the type or types of Awards to be granted to each  Eligible
Person;

(iv) to  determine  the type and number of Awards to be  granted,  the number of
Shares to which an Award may  relate,  the  terms  and  conditions  of any Award
granted under the Plan (including, but not limited to, any exercise price, grant
price, or purchase price,  any restriction or condition,  any schedule for lapse
of  restrictions  or  conditions  relating  to  transferability  or  forfeiture,
exercisability,  or settlement of an Award, and waiver or accelerations thereof,
and waivers of performance  conditions  relating to an Award, based in each case
on such considerations as the Committee shall determine),  and all other matters
to be determined in connection with an Award;

(v) to determine whether,  to what extent, and under what circumstances an Award
may be settled,  or the exercise price of an Award may be paid, in cash, Shares,
other  Awards,  or other  property,  or an  Award  may be  canceled,  forfeited,
exchanged, or surrendered;

(vi) to determine whether,  to what extent,  and under what circumstances  cash,
Shares, other Awards, or other property payable with respect to an Award will be
deferred  either  automatically,  at the  election of the  Committee,  or at the
election of the Eligible Person;

(vii) to prescribe the form of each Award Agreement, which need not be identical
for each Eligible Person;

(viii) to adopt, amend,  suspend,  waive, and rescind such rules and regulations
and appoint  such agents as the  Committee  may deem  necessary  or advisable to
administer the Plan;

(ix) to correct any defect or supply any omission or reconcile any inconsistency
in the Plan and to  construe  and  interpret  the Plan and any Award,  rules and
regulations, Award Agreement, or other instrument hereunder;

(x) to  accelerate  the  exercisability  or vesting of all or any portion of any
Award or to extend the period during which an Award is exercisable;

(xi) to determine whether uncertificated Shares may be used in satisfying Awards
and otherwise in connection with the Plan; and

(xii) to make all other  decisions and  determinations  as may be required under
the terms of the Plan or as the  Committee  may deem  necessary or advisable for
the administration of the Plan.

(b) Manner of Exercise of Committee  Authority.  The  Committee  shall have sole
discretion  in  exercising  its  authority  under  the Plan.  Any  action of the
Committee  with respect to the Plan shall be final,  conclusive,  and binding on
all persons, including the Company, Subsidiaries,  Affiliates, Eligible Persons,
any person  claiming  any rights  under the Plan from or  through  any  Eligible
Person,  and  shareholders.  The  express  grant  of any  specific  power to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee.  The Committee may delegate
to other  members of the Board or  officers  or  managers  of the Company or any
Subsidiary  or Affiliate the  authority,  subject to such terms as the Committee
shall  determine,  to  perform  administrative  functions.  Notwithstanding  any
provision  of the Plan to the  contrary,  the  Chief  Executive  Officer  of the
Company  ("CEO")  shall have the power and  authority,  subject to the terms and
conditions  of the  Plan,  to  make  awards  under  the  Plan  to  employees  or
consultants  who are not  officers or  directors  of the Company for purposes of
Section 16(b) of the Exchange Act; provided,  however, that the authority of the
CEO to make such awards shall be subject to  limitations  as may be imposed from
time to time by the Committee; provided further, however, that the resolution so
authorizing  the CEO to make the awards shall specify the total number of rights
or options that the CEO may so award.

(c) Limitation of Liability.  Each member of the Committee shall be entitled to,
in good faith, rely or act upon any report or other information furnished to him
or her by any  officer or other  employee of the  Company or any  Subsidiary  or
Affiliate,  the Company's  independent  certified public  accountants,  or other
professional  retained  by the  Company to assist in the  administration  of the
Plan.  No member of the  Committee,  and no officer or  employee  of the Company
acting on behalf of the  Committee,  shall be personally  liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all  members of the  Committee  and any  officer or  employee  of the
Company acting on their behalf shall,  to the extent  permitted by law, be fully
indemnified  and  protected  by the  Company  with  respect to any such  action,
determination, or interpretation.

(d) Limitation on Committee's Discretion.  Anything in this Plan to the contrary
notwithstanding,  in the case of any  Award  which is  intended  to  qualify  as
"performance-based  compensation"  within the meaning of Section 162(m)(4)(C) of
the Code,  if the Award  Agreement  so  provides,  the  Committee  shall have no
discretion to increase the amount of compensation payable under the Award to the
extent such an increase would cause the Award to lose its  qualification as such
performance-based compensation.

(e) No Option or SAR Repricing Without Shareholder Approval.  Except as provided
in the first  sentence of Section 4(c) hereof  relating to certain  antidilution
adjustments,  unless the  approval of  shareholders  of the Company is obtained,
Options  and SARs  issued  under the Plan shall not be  amended  to lower  their
exercise  price and Options and SARs issued under the Plan will not be exchanged
for other Options or SARs with lower exercise prices.

4.       Shares Subject to the Plan.

(a) Subject to adjustment  as provided in Section 4(c) hereof,  the total number
of Shares  reserved for issuance in connection  with Awards under the Plan shall
be  7,500,000.  No Award may be  granted  if the  number of Shares to which such
Award relates,  when added to the number of Shares  previously  issued under the
Plan and the number of Shares  subject to  Options  outstanding  under the Plan,
exceeds the number of Shares  reserved  under the  applicable  provisions of the
preceding sentence. If any Awards are forfeited, canceled, terminated, exchanged
or surrendered or such Award is settled in cash or otherwise  terminates without
a distribution  of Shares to the  Participant,  any Shares  counted  against the
number of Shares  reserved  and  available  under the Plan with  respect to such
Award  shall,  to the extent of any such  forfeiture,  settlement,  termination,
cancellation,  exchange or  surrender,  again be available  for Awards under the
Plan.  Upon the exercise of any Award  granted in tandem with any other  Awards,
such  related  Awards shall be canceled to the extent of the number of Shares as
to which the Award is exercised.

(b) Subject to adjustment as provided in Section 4(c) hereof, the maximum number
of Shares  (i) with  respect to which  Options  or SARs may be granted  during a
calendar year to any Eligible Person under this Plan shall be 1,000,000  Shares,
and (ii) with  respect to  Performance  Shares,  Performance  Units,  Restricted
Shares or  Restricted  Share  Units  intended  to qualify  as  performance-based
compensation within the meaning of Section 162(m)(4)(C) of the Code shall be the
equivalent of 500,000 Shares during a calendar year to any Eligible Person under
this Plan.

(c) In the event that the Committee shall determine that any dividend in Shares,
recapitalization,   Share  split,   reverse   split,   reorganization,   merger,
consolidation,  spin-off,  combination,  repurchase, or share exchange, or other
similar  corporate  transaction  or  event,  affects  the  Shares  such  that an
adjustment is  appropriate  in order to prevent  dilution or  enlargement of the
rights of Eligible  Persons under the Plan,  then the Committee  shall make such
equitable  changes or adjustments as it deems appropriate and, in such manner as
it may deem  equitable,  adjust  any or all of (i) the number and kind of shares
which may  thereafter  be issued  under the Plan,  (ii) the  number  and kind of
shares, other securities or other consideration issued or issuable in respect of
outstanding Awards, and (iii) the exercise price, grant price, or purchase price
relating to any Award;  provided,  however,  in each case that,  with respect to
ISOs,  such  adjustment  shall be made in accordance  with Section 424(a) of the
Code, unless the Committee determines otherwise.  In addition,  the Committee is
authorized to make  adjustments in the terms and conditions of, and the criteria
and  performance  objectives,  if any,  included in,  Awards in  recognition  of
unusual or non-recurring events (including, without limitation, events described
in the preceding  sentence) affecting the Company or any Subsidiary or Affiliate
or the financial statements of the Company or any Subsidiary or Affiliate, or in
response to changes in applicable laws,  regulations,  or accounting principles;
provided,  however,  that, if an Award Agreement  specifically so provides,  the
Committee  shall not have  discretion  to  increase  the amount of  compensation
payable under the Award to the extent such an increase  would cause the Award to
lose its qualification as performance-based compensation for purposes of Section
162(m)(4)(C) of the Code and the regulations thereunder.

(d) Any Shares  distributed  pursuant  to an Award may  consist,  in whole or in
part, of authorized  and unissued  Shares or treasury  Shares  including  Shares
acquired by purchase in the open market or in private transactions.

5. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this
Section 5. In addition,  the  Committee  may impose on any Award or the exercise
thereof,  at the date of grant or  thereafter  (subject to Section  8(d)),  such
additional  terms and conditions,  not  inconsistent  with the provisions of the
Plan, as the Committee shall determine,  including terms regarding forfeiture of
Awards or  continued  exercisability  of Awards in the event of  termination  of
service by the Eligible Person.

(b) Options. The Committee is authorized to grant Options, which may be NQSOs or
ISOs, to Eligible Persons on the following terms and conditions:

(i) Exercise  Price.  The exercise price per Share  purchasable  under an Option
shall be determined by the Committee; provided, however, that the exercise price
per Share of an Option  shall not be less than the Fair Market  Value of a Share
on the date of grant of the Option. The Committee may, without  limitation,  set
an exercise  price that is based upon  achievement  of  performance  criteria if
deemed appropriate by the Committee.

(ii) Option Term.  The term of each Option shall be determined by the Committee;
provided,  however,  that such term shall not be longer  than ten years from the
date of grant of the Option.

(iii) Time and Method of Exercise.  The Committee shall determine at the date of
grant or  thereafter  the time or times at which an Option may be  exercised  in
whole or in part (including, without limitation, upon achievement of performance
criteria  if deemed  appropriate  by the  Committee),  the methods by which such
exercise price may be paid or deemed to be paid (including,  without limitation,
broker-assisted  exercise  arrangements),  the form of such payment  (including,
without limitation,  cash, Shares, notes or other property),  and the methods by
which Shares will be  delivered  or deemed to be delivered to Eligible  Persons;
provided,  however,  that in no event may any portion of the  exercise  price be
paid with Shares acquired  either under an Award granted  pursuant to this Plan,
upon exercise of a stock option granted under another Company plan or as a stock
bonus or other stock award  granted under  another  Company plan unless,  in any
such case,  the Shares were  acquired and vested more than six months in advance
of the date of exercise.

(iv)  ISOs.  The terms of any ISO  granted  under the Plan  shall  comply in all
respects  with the  provisions  of Section  422 of the Code,  including  but not
limited to the  requirement  that the ISO shall be granted within ten years from
the earlier of the date of adoption or  shareholder  approval of the Plan.  ISOs
may only be granted to employees of the Company or a Subsidiary  or to employees
of an entity that is treated as the Company or a Subsidiary under the Code.

(c) SARs. The Committee is authorized to grant SARs (Share Appreciation  Rights)
to Eligible Persons on the following terms and conditions:

(i) Right to Payment.  A SAR shall confer on the  Eligible  Person to whom it is
granted a right to receive  with  respect to each Share  subject  thereto,  upon
exercise  thereof,  the excess of (1) the Fair Market  Value of one Share on the
date of exercise  (or, if the  Committee  shall so  determine in the case of any
such right,  the Fair  Market  Value of one Share at any time during a specified
period  before or after the date of exercise)  over (2) the  exercise  price per
Share of the SAR as  determined  by the Committee as of the date of grant of the
SAR (which shall not be less than the Fair Market Value per Share on the date of
grant of the SAR and,  in the case of a SAR  granted  in tandem  with an Option,
shall be equal to the exercise price of the underlying Option).

(ii)  Other  Terms.  The  Committee  shall  determine,  at the  time of grant or
thereafter,  the time or times  at which a SAR may be  exercised  in whole or in
part  (which  shall not be more  than ten  years  after the date of grant of the
SAR),  the  method of  exercise,  method of  settlement,  form of  consideration
payable in settlement,  method by which Shares will be delivered or deemed to be
delivered to Eligible Persons,  whether or not a SAR shall be in tandem with any
other Award, and any other terms and conditions of any SAR. Unless the Committee
determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at
the time of grant of the related NQSO or at any time  thereafter and (2) granted
in tandem  with an ISO may only be granted  at the time of grant of the  related
ISO.

(d) Restricted Shares. The Committee is authorized to grant Restricted Shares to
Eligible Persons on the following terms and conditions:

(i)  Issuance  and  Restrictions.  Restricted  Shares  shall be  subject to such
restrictions on transferability and other restrictions, if any, as the Committee
may  impose at the date of grant or  thereafter,  which  restrictions  may lapse
separately or in combination at such times, under such circumstances (including,
without  limitation,   upon  achievement  of  performance   criteria  if  deemed
appropriate  by the  Committee),  in such  installments,  or  otherwise,  as the
Committee  may  determine.  Except  to the  extent  restricted  under  the Award
Agreement  relating  to  the  Restricted  Shares,  an  Eligible  Person  granted
Restricted  Shares  shall  have all of the  rights of a  shareholder  including,
without limitation, the right to vote Restricted Shares and the right to receive
dividends  thereon.   If  the  lapse  of  restrictions  is  conditioned  on  the
achievement of performance criteria, the Committee shall select the criterion or
criteria from the list of criteria set forth in Section  5(f)(i).  The Committee
must  certify  in  writing  prior to the lapse of  restrictions  conditioned  on
achievement of performance  criteria that such performance criteria were in fact
satisfied.

(ii) Forfeiture. Except as otherwise determined by the Committee, at the date of
grant  or  thereafter,   upon  termination  of  service  during  the  applicable
restriction  period,  Restricted  Shares and any accrued but unpaid dividends or
Dividend  Equivalents  that are at that time  subject to  restrictions  shall be
forfeited;  provided,  however,  that  the  Committee  may  provide,  by rule or
regulation or in any Award  Agreement,  or may determine in any individual case,
that restrictions or forfeiture conditions relating to Restricted Shares will be
waived in whole or in part in the event of terminations resulting from specified
causes,  and the  Committee  may in  other  cases  waive in whole or in part the
forfeiture of Restricted Shares.

(iii)  Certificates for Shares.  Restricted Shares granted under the Plan may be
evidenced  in such manner as the  Committee  shall  determine.  If  certificates
representing  Restricted  Shares  are  registered  in the  name of the  Eligible
Person,  such  certificates  shall bear an appropriate  legend  referring to the
terms,  conditions,  and restrictions  applicable to such Restricted Shares, and
the Company shall retain physical possession of the certificate.

(iv) Dividends.  Dividends paid on Restricted Shares shall be either paid at the
dividend payment date, or deferred for payment to such date as determined by the
Committee, in cash or in unrestricted Shares having a Fair Market Value equal to
the amount of such  dividends.  Shares  distributed  in connection  with a Share
split or dividend in Shares, and other property distributed as a dividend, shall
be subject to  restrictions  and a risk of  forfeiture to the same extent as the
Restricted  Shares with respect to which such Shares or other  property has been
distributed.

(e)  Restricted  Share Units.  The Committee is  authorized to grant  Restricted
Share Units to Eligible Persons, subject to the following terms and conditions:

(i) Award and Restrictions. Delivery of Shares or cash, as the case may be, will
occur upon  expiration of the deferral  period  specified for  Restricted  Share
Units by the  Committee  (or, if permitted by the  Committee,  as elected by the
Eligible Person).  In addition,  Restricted Share Units shall be subject to such
restrictions as the Committee may impose, if any (including, without limitation,
the achievement of performance criteria if deemed appropriate by the Committee),
at the  date of  grant  or  thereafter,  which  restrictions  may  lapse  at the
expiration  of the  deferral  period or at  earlier  or later  specified  times,
separately or in combination, in installments or otherwise, as the Committee may
determine.  If the lapse of  restrictions  is conditioned on the  achievement of
performance criteria,  the Committee shall select the criterion or criteria from
the list of criteria set forth in Section 5(f)(i). The Committee must certify in
writing prior to the lapse of  restrictions  conditioned  on the  achievement of
performance criteria that such performance criteria were in fact satisfied.

(ii)  Forfeiture.  Except as otherwise  determined  by the  Committee at date of
grant or thereafter,  upon  termination of service (as determined under criteria
established by the Committee)  during the applicable  deferral period or portion
thereof to which forfeiture conditions apply (as provided in the Award Agreement
evidencing  the  Restricted  Share Units),  or upon failure to satisfy any other
conditions  precedent to the delivery of Shares or cash to which such Restricted
Share Units relate,  all Restricted Share Units that are at that time subject to
deferral  or  restriction  shall  be  forfeited;  provided,  however,  that  the
Committee may provide,  by rule or regulation or in any Award Agreement,  or may
determine in any individual  case, that  restrictions  or forfeiture  conditions
relating  to  Restricted  Share  Units will be waived in whole or in part in the
event of termination  resulting from specified causes,  and the Committee may in
other cases waive in whole or in part the forfeiture of Restricted Share Units.

(f)  Performance  Shares and Performance  Units.  The Committee is authorized to
grant Performance Shares or Performance Units or both to Eligible Persons on the
following terms and conditions:

(i) Performance  Period. The Committee shall determine a performance period (the
"Performance  Period") of one or more years or other periods and shall determine
the  performance  objectives  for grants of Performance  Shares and  Performance
Units.  Performance  objectives may vary from Eligible Person to Eligible Person
and shall be based upon one or more of the following performance criteria as the
Committee  may deem  appropriate:  appreciation  in value of the  Shares;  total
shareholder  return;  earnings per share;  earnings per share growth;  operating
income; net income; pro forma net income; return on equity; return on designated
assets;  return on capital;  economic  value added;  earnings;  earnings  before
interest,  depreciation and amortization;  revenues;  revenue growth;  expenses;
operating profit margin;  operating cash flow;  gross profit margin;  net profit
margin;  or any of the  above  criteria  as  compared  to the  performance  of a
published or special index deemed  applicable by the Committee,  including,  but
not  limited  to,  the  Standard  & Poor's  500  Stock  Index.  The  performance
objectives may be determined by reference to the performance of the Company,  or
of a Subsidiary or Affiliate,  or of a division or unit of any of the foregoing.
Performance   Periods  may  overlap  and   Eligible   Persons  may   participate
simultaneously  with respect to  Performance  Shares and  Performance  Units for
which different Performance Periods are prescribed.

(ii) Award Value. At the beginning of a Performance  Period, the Committee shall
determine for each Eligible Person or group of Eligible  Persons with respect to
that  Performance  Period the range of number of Shares,  if any, in the case of
Performance  Shares,  and the range of  dollar  values,  if any,  in the case of
Performance  Units,  which  may be  fixed or may vary in  accordance  with  such
performance or other criteria specified by the Committee, which shall be paid to
an Eligible  Person as an Award if the relevant  measure of Company  performance
for the  Performance  Period is met. The Committee  must certify in writing that
the applicable  performance  criteria were satisfied  prior to payment under any
Performance Shares or Performance Units.

(iii)  Significant  Events.  If during the course of a Performance  Period there
shall  occur  significant  events  as  determined  by the  Committee  which  the
Committee expects to have a substantial effect on a performance objective during
such period, the Committee may revise such objective;  provided,  however, that,
if an Award  Agreement so provides,  the Committee shall not have any discretion
to increase  the amount of  compensation  payable  under the Award to the extent
such  an  increase  would  cause  the  Award  to  lose  its   qualification   as
performance-based  compensation for purposes of Section 162(m)(4)(C) of the Code
and the regulations thereunder.

(iv) Forfeiture. Except as otherwise determined by the Committee, at the date of
grant  or  thereafter,   upon  termination  of  service  during  the  applicable
Performance  Period,  Performance  Shares  and  Performance  Units for which the
Performance Period was prescribed shall be forfeited;  provided,  however,  that
the Committee may provide,  by rule or regulation or in any Award Agreement,  or
may determine in an individual case, that restrictions or forfeiture  conditions
relating to Performance  Shares and Performance Units will be waived in whole or
in part in the event of terminations  resulting from specified  causes,  and the
Committee  may in other  cases  waive in  whole  or in part  the  forfeiture  of
Performance Shares and Performance Units.

(v) Payment.  Each  Performance  Share or Performance  Unit may be paid in whole
Shares,  or cash,  or a  combination  of  Shares  and cash  either as a lump sum
payment or in installments, all as the Committee shall determine, at the time of
grant of the Performance  Share or Performance Unit or otherwise,  commencing as
soon as  practicable  after  the end of the  relevant  Performance  Period.  The
Committee must certify in writing prior to the payment of any Performance  Share
or Performance Unit that the performance objectives and any other material terms
were in fact satisfied.

(g)  Dividend  Equivalents.  The  Committee  is  authorized  to  grant  Dividend
Equivalents to Eligible Persons. The Committee may provide, at the date of grant
or  thereafter,  that Dividend  Equivalents  shall be paid or  distributed  when
accrued or shall be deemed to have been  reinvested  in  additional  Shares,  or
other investment vehicles as the Committee may specify; provided,  however, that
Dividend  Equivalents  (other than freestanding  Dividend  Equivalents) shall be
subject to all conditions  and  restrictions  of the underlying  Awards to which
they relate.

(h)  Other  Share-Based   Awards.  The  Committee  is  authorized,   subject  to
limitations under applicable law, to grant to Eligible Persons such other Awards
that may be  denominated  or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Shares,  as deemed by the Committee to
be  consistent  with the purposes of the Plan,  including,  without  limitation,
unrestricted  shares  awarded  purely  as a  "bonus"  and  not  subject  to  any
restrictions  or  conditions,  other rights  convertible  or  exchangeable  into
Shares,  purchase  rights for Shares,  Awards with value and payment  contingent
upon  performance  of  the  Company  or  any  other  factors  designated  by the
Committee,  and Awards  valued by  reference  to the  performance  of  specified
Subsidiaries  or  Affiliates.  The  Committee  shall  determine  the  terms  and
conditions  of such  Awards  at date of grant or  thereafter.  Shares  delivered
pursuant  to an Award in the  nature of a  purchase  right  granted  under  this
Section 5(h) shall be purchased for such consideration,  paid for at such times,
by such methods, and in such forms, including, without limitation, cash, Shares,
notes or other property,  as the Committee shall determine.  Cash awards,  as an
element  of or  supplement  to any other  Award  under the Plan,  shall  also be
authorized pursuant to this Section 5(h).

6.       Certain Provisions Applicable to Awards.

(a) Stand-Alone,  Additional, Tandem and Substitute Awards. Awards granted under
the Plan may, in the discretion of the Committee, be granted to Eligible Persons
either alone or in addition to, in tandem with,  or in exchange or  substitution
for, any other Award granted under the Plan or any award granted under any other
plan or agreement of the Company,  any Subsidiary or Affiliate,  or any business
entity to be acquired by the Company or a Subsidiary or Affiliate,  or any other
right  of an  Eligible  Person  to  receive  payment  from  the  Company  or any
Subsidiary or Affiliate.  Awards may be granted in addition to or in tandem with
such other Awards or awards, and may be granted either as of the same time as or
a different  time from the grant of such other Awards or awards.  Subject to the
provisions of Section 3(e) hereof  prohibiting  Option and SAR repricing without
shareholder approval, the per Share exercise price of any Option, grant price of
any SAR, or purchase  price of any other  Award  conferring  a right to purchase
Shares which is granted,  in connection with the  substitution of awards granted
under any other plan or agreement of the Company or any  Subsidiary or Affiliate
or any  business  entity to be  acquired  by the  Company or any  Subsidiary  or
Affiliate, shall be determined by the Committee, in its discretion.

(b) Term of Awards.  The term of each Award granted to an Eligible  Person shall
be for such period as may be determined  by the  Committee;  provided,  however,
that in no event  shall  the term of any  Option  or SAR  exceed a period of ten
years from the date of its grant.

(c) Form of  Payment  Under  Awards.  Subject  to the  terms of the Plan and any
applicable Award  Agreement,  payments to be made by the Company or a Subsidiary
or Affiliate upon the grant, maturation,  or exercise of an Award may be made in
such forms as the Committee  shall determine at the date of grant or thereafter,
including, without limitation, cash, Shares, notes or other property, and may be
made in a single payment or transfer,  in installments,  or on a deferred basis.
The Committee may make rules relating to  installment or deferred  payments with
respect to Awards, including the rate of interest to be credited with respect to
such payments,  and the Committee may require deferral of payment under an Award
if, in the sole judgment of the Committee, it may be necessary in order to avoid
nondeductibility of the payment under Section 162(m) of the Code.

(d) Nontransferability.  Unless otherwise set forth by the Committee in an Award
Agreement, Awards shall not be transferable by an Eligible Person except by will
or the laws of  descent  and  distribution  (except  pursuant  to a  Beneficiary
designation) and shall be exercisable  during the lifetime of an Eligible Person
only by such  Eligible  Person  or his  guardian  or  legal  representative.  An
Eligible  Person's  rights  under  the  Plan  may  not  be  pledged,  mortgaged,
hypothecated, or otherwise encumbered, and shall not be subject to claims of the
Eligible Person's creditors.

(e)  Noncompetition.  The  Committee  may,  by way of the  Award  Agreements  or
otherwise,   establish  such  other  terms,   conditions,   restrictions  and/or
limitations,  if any, of any Award,  provided they are not inconsistent with the
Plan,  including,  without limitation,  the requirement that the Participant not
engage in competition with the Company.

7. Change of Control Provisions.

(a) Acceleration of Exercisability  and Lapse of Restrictions.  Unless otherwise
provided  by the  Committee  at the time of the Award  grant,  in the event of a
Change of Control,  (i) all outstanding Awards pursuant to which the Participant
may have rights the  exercise of which is  restricted  or limited,  shall become
fully exercisable immediately prior to the time of the Change of Control so that
the Shares subject to the Award will be entitled to participate in the Change of
Control  transaction,  and (ii)  unless  the right to lapse of  restrictions  or
limitations  is waived or deferred  by a  Participant  prior to such lapse,  all
restrictions  or  limitations  (including  risks of forfeiture and deferrals) on
outstanding  Awards subject to restrictions or limitations  under the Plan shall
lapse,  and all performance  criteria and other  conditions to payment of Awards
under which payments of cash, Shares or other property are subject to conditions
shall be deemed to be achieved or  fulfilled  and shall be waived by the Company
immediately  prior to the  time of the  Change  of  Control  so that the  Shares
subject to the Award will be  entitled to  participate  in the Change of Control
transaction.

(b) Definition of Change of Control.  For purposes of this Section 7, "Change of
Control" shall mean:

(i)  a  merger,  consolidation  or  reorganization  approved  by  the  Company's
stockholders,  unless  securities  representing more than fifty percent (50%) of
the total  combined  voting  power of the  voting  securities  of the  successor
corporation  are  immediately   thereafter   beneficially  owned,   directly  or
indirectly  and  in  substantially  the  same  proportion,  by the  persons  who
beneficially owned the Company's outstanding voting securities immediately prior
to such transaction;

(ii)  any   stockholder-approved   transfer  or  other  disposition  of  all  of
substantially all of the Company's assets; or

(iii) the acquisition after the Effective Date,  directly or indirectly,  by any
person or related  group of persons  (other  than the  Company or a person  that
directly or indirectly  controls,  is controlled  by, or is under common control
with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities  possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities.

8. General Provisions.

(a) Compliance with Legal and Trading  Requirements.  The Plan, the granting and
exercising of Awards thereunder,  and the other obligations of the Company under
the Plan and any Award  Agreement,  shall be subject to all applicable  federal,
state and foreign  laws,  rules and  regulations,  and to such  approvals by any
regulatory  or  governmental  agency as may be  required.  The  Company,  in its
discretion,  may  postpone  the  issuance or delivery of Shares  under any Award
until completion of such stock exchange or market system listing or registration
or  qualification  of such Shares or other  required  action  under any state or
federal law, rule or regulation as the Company may consider appropriate, and may
require  any  Participant  to  make  such   representations   and  furnish  such
information as it may consider  appropriate  in connection  with the issuance or
delivery of Shares in compliance with applicable laws, rules and regulations. No
provisions of the Plan shall be interpreted or construed to obligate the Company
to register any Shares under  federal,  state or foreign law. The Shares  issued
under  the Plan  may be  subject  to such  other  restrictions  on  transfer  as
determined by the Committee.

(b) No Right to Continued Employment or Service. Neither the Plan nor any action
taken  thereunder  shall be  construed  as giving any  employee,  consultant  or
director the right to be retained in the employ or service of the Company or any
of its  Subsidiaries  or Affiliates,  nor shall it interfere in any way with the
right of the Company or any of its  Subsidiaries  or Affiliates to terminate any
employee's, consultant's or director's employment or service at any time.

(c) Taxes.  The Company or any Subsidiary or Affiliate is authorized to withhold
from any  Award  granted,  any  payment  relating  to an Award  under  the Plan,
including from a distribution  of Shares,  or any payroll or other payment to an
Eligible  Person,  amounts of withholding and other taxes due in connection with
any  transaction  involving  an  Award,  and to take  such  other  action as the
Committee  may deem  advisable  to enable the  Company and  Eligible  Persons to
satisfy  obligations  for  the  payment  of  withholding  taxes  and  other  tax
obligations  relating to any Award.  This authority  shall include  authority to
withhold  or  receive  Shares or other  property  and to make cash  payments  in
respect  thereof  in  satisfaction  of an  Eligible  Person's  tax  obligations;
provided,  however,  that the  amount  of tax  withholding  to be  satisfied  by
withholding  Shares shall be limited to the minimum  amount of taxes,  including
employment taxes,  required to be withheld under applicable  Federal,  state and
local law.

(d)  Changes  to the Plan and  Awards.  The Board  may  amend,  alter,  suspend,
discontinue,  or terminate the Plan or the Committee's authority to grant Awards
under  the  Plan  without  the  consent  of   shareholders  of  the  Company  or
Participants,  except that (i) any such amendment or alteration as it applies to
ISOs shall be subject  to the  approval  of the  Company's  shareholders  to the
extent such shareholder  approval is required under Section 422 of the Code, and
(ii) any such amendment or  alternation  shall be subject to the approval of the
Company's shareholders to the extent such shareholder approval is required under
the rules of any  stock  exchange  or  automated  quotation  system on which the
Shares  may then be listed or  quoted;  provided,  however,  that,  without  the
consent  of an  affected  Participant,  no  amendment,  alteration,  suspension,
discontinuation,  or termination of the Plan may materially and adversely affect
the rights of such  Participant  under any Award  theretofore  granted to him or
her. The Committee may waive any conditions or rights under, amend any terms of,
or amend,  alter,  suspend,  discontinue  or  terminate,  any Award  theretofore
granted, prospectively or retrospectively;  provided, however, that, without the
consent of a Participant, no amendment, alteration, suspension,  discontinuation
or termination  of any Award may  materially and adversely  affect the rights of
such Participant under any Award theretofore granted to him or her.

(e) No Rights to Awards;  No Shareholder  Rights. No Eligible Person or employee
shall have any claim to be  granted  any Award  under the Plan,  and there is no
obligation  for uniformity of treatment of Eligible  Persons and  employees.  No
Award shall confer on any Eligible  Person any of the rights of a shareholder of
the  Company  unless and until  Shares  are duly  issued or  transferred  to the
Eligible Person in accordance with the terms of the Award.

(f) Unfunded Status of Awards.  The Plan is intended to constitute an "unfunded"
plan for incentive compensation.  With respect to any payments not yet made to a
Participant  pursuant to an Award,  nothing  contained  in the Plan or any Award
shall give any such  Participant  any rights  that are  greater  than those of a
general  creditor of the Company;  provided,  however,  that the  Committee  may
authorize  the  creation  of  trusts  or make  other  arrangements  to meet  the
Company's  obligations under the Plan to deliver cash, Shares,  other Awards, or
other property pursuant to any Award,  which trusts or other  arrangements shall
be  consistent  with the  "unfunded"  status of the Plan  unless  the  Committee
otherwise determines with the consent of each affected Participant.

(g)  Nonexclusivity  of the Plan.  Neither the adoption of the Plan by the Board
nor its  submission  to the  shareholders  of the Company for approval  shall be
construed  as creating any  limitations  on the power of the Board to adopt such
other  incentive  arrangements  as it may  deem  desirable,  including,  without
limitation,  the granting of options and other awards  otherwise  than under the
Plan,  and such  arrangements  may be  either  applicable  generally  or only in
specific cases.

(h) Not  Compensation  for Benefit Plans. No Award payable under this Plan shall
be deemed salary or compensation for the purpose of computing benefits under any
benefit  plan  or  other  arrangement  of the  Company  for the  benefit  of its
employees,   consultants  or  directors   unless  the  Company  shall  determine
otherwise.

(i) No  Fractional  Shares.  No  fractional  Shares shall be issued or delivered
pursuant to the Plan or any Award.  The Committee shall determine  whether cash,
other  Awards,  or  other  property  shall  be  issued  or  paid in lieu of such
fractional  Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.

(j) Governing Law. The validity, construction, and effect of the Plan, any rules
and  regulations  relating  to the  Plan,  and  any  Award  Agreement  shall  be
determined  in  accordance  with the laws of New York without  giving  effect to
principles of conflict of laws thereof.

(k) Effective  Date;  Plan  Termination.  The Plan shall become  effective as of
December 3, 2003 (the "Effective Date"), subject to approval by the shareholders
of the Company.  The Plan shall  terminate as to future awards on the date which
is ten (10) years after the Effective Date.

(l) Titles and Headings. The titles and headings of the sections in the Plan are
for convenience of reference only. In the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control.