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

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2007

                                       or

          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                           Commission File No. 0-26841

                             1-800-FLOWERS.COM, Inc.
             (Exact name of registrant as specified in its charter)

   DELAWARE                                                  11-3117311
   --------                                                  ----------
   (State of                                                 (I.R.S. Employer
   incorporation)                                            Identification No.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                         Yes (X)   No ( )

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

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

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

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

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

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





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX

                                                                            Page
                                                                            ----

Part I.     Financial Information

  Item 1.    Consolidated Financial Statements:

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

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

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

             Notes to Consolidated Financial Statements (Unaudited)            4

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

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk       21

  Item 4.    Controls and Procedures                                          21

Part II.    Other Information

  Item 1.    Legal Proceedings                                                22

  Item 1A.   Risk Factors                                                     22

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

  Item 3.    Defaults upon Senior Securities                                  22

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

  Item 5.    Other Information                                                22

  Item 6.    Exhibits                                                         22

Signatures                                                                    24





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


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

                                                                                                   

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

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

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable and accrued expenses                                                  $52,795        $62,433
  Current maturities of long-term debt and obligations under capital leases               50,829         10,132
                                                                                      --------------  -----------
        Total current liabilities                                                        103,624         72,565
Long-term debt and obligations under capital leases                                       64,813         68,000
Deferred income taxes                                                                      8,230          8,230
Other liabilities                                                                          2,614          2,681
                                                                                      --------------  -----------
Total liabilities                                                                        179,281        151,476
Commitments and contingencies
Stockholders' equity:
  Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
  Class A common stock, $.01 par value, 200,000,000 shares authorized 30,446,524
    and 30,298,019 shares issued at September 30, 2007 and July 1, 2007,
    respectively                                                                             304            303
  Class B common stock, $.01 par value, 200,000,000 shares authorized 42,138,465
    shares issued at September 30, 2007 and July 1, 2007                                     421            421
Additional paid-in capital                                                               271,584        269,270
Retained deficit                                                                         (44,683)       (38,893)
Treasury stock, at cost - 4,594,326 and 4,590,717 Class A Shares at September
 30, 2007 and July 1, 2007, respectively and 5,280,000 Class B shares                    (30,070)       (30,070)
                                                                                      --------------  -----------
        Total stockholders' equity                                                      $197,556       $201,031
                                                                                      --------------  -----------
Total liabilities and stockholders' equity                                              $376,837       $352,507
                                                                                      ==============  ===========




         See accompanying Notes to Consolidated Financial Statements.



                                       1





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


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


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



    See accompanying Notes to Consolidated Financial Statements.






                                       2








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

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




See accompanying Notes to Consolidated Financial Statements.





                                       3



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

Note 1 - Accounting Policies

Basis of Presentation

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

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

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

Use of Estimates

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Comprehensive Income

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

Recent Accounting Pronouncements

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

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

Reclassifications

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



                                       4


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


Note 2 - Net Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of
common shares outstanding  during the period.  Diluted net loss per common share
is computed  using the  weighted  average  number of common  shares  outstanding
during the period,  and excludes the effect of dilutive  potential common shares
(consisting of employee stock options and unvested  restricted stock awards) for
the three months ended September 30, 2007 and October 1, 2006, respectively,  as
their inclusion would be antidilutive.

Note 3 - Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan,  which is more fully
described  in Note 11 of the  Company's  2007 Annual  Report on Form 10-K,  that
provides for the grant to eligible employees, consultants and directors of stock
options, share appreciation rights (SARs),  restricted shares,  restricted share
units,  performance shares,  performance units, dividend equivalents,  and other
stock-based awards.

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


                                                                                 
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                    September 30,    October 1,
                                                                        2007           2006
                                                                  -------------- --------------
                                                                      (in thousands, except
                                                                         per share data)

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


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


                                                                                 
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                    September 30,   October 1,
                                                                        2007          2006
                                                                  -------------- --------------
                                                                      (in thousands, except
                                                                         per share data)


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







                                       5





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

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

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

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

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

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

The following  table  summarizes  stock option  activity during the three months
ended September 30, 2007:

                                                                                            
                                                                                       Weighted
                                                                         Weighted       Average
                                                                          Average      Remaining     Aggregate
                                                                         Exercise     Contractual    Intrinsic
                                                         Options           Price         Term       Value (000s)
                                                       -----------------------------------------------------------
Outstanding at July 1, 2007                              9,152,665         $8.10
Granted                                                    127,500         $9.95
Exercised                                                 (135,622)        $5.22
Forfeited                                                  (83,781)       $10.78
                                                       --------------
Outstanding at September 30, 2007                        9,060,762         $8.14       4.7 years      $37,796
                                                       ==============
Options vested or expected to vest at September
 30,2007                                                 8,794,680         $8.17       4.6 years      $36,654
Exercisable at September 30, 2007                        7,248,508         $8.35       3.9 years      $30,008



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


                                       6


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


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

                                                                            

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


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

Note 4 - Acquisitions

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

Acquisition of Fannie May Confections Brands, Inc.

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

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



                                       7

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

Note 5 - Inventory

The  Company's  inventory,  stated at cost,  which is not in  excess of  market,
includes  purchased  and  manufactured  finished  goods  for  resale,  packaging
supplies,  raw material  ingredients  for  manufactured  products and associated
manufacturing labor, and is classified as follows:

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

                Finished goods                                                              $59,528         $43,113
                Work-in-Process                                                               5,016           3,911
                Raw materials                                                                18,619          15,027
                                                                                         -----------     -----------
                                                                                            $83,163         $62,051
                                                                                         ===========     ===========

Note 6 - Goodwill and Intangible Assets

There were no changes in the carrying  amount of the Company's  goodwill  during
the three month  period  ended  September  30,  2007.  Goodwill by segment is as
follows:

                                                                                                         
                                               1-800-                            Gourmet
                                             Flowers.com        BloomNet         Food and         Home and
                                              Consumer            Wire             Gift          Children's
                                              Floral            Service          Baskets           Gifts            Total
                                            ----------------------------------------------------------------------------------
Balance at July 1, 2007                        $6,352                $-          $87,279           $18,500        $ 112,131
 Change                                             -                 -                -                 -                -
                                            --------------  -------------  ---------------   --------------   ----------------
Balance at September 30, 2007                  $6,352                $-          $87,279           $18,500        $ 112,131
                                            ==============  =============  ===============   ==============   ================

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

                                                                                                 
                                                     September 30, 2007                         July 1, 2007
                                            ---------------------------------------- ----------------------------------------
                                             Gross                                    Gross
                              Amortization   Carrying     Accumulated                 Carrying    Accumulated
                                 Period      Amount       Amortization      Net       Amount      Amortization       Net
                             ------------- ------------- --------------- ----------- ----------- --------------- ------------
                                                                     (in thousands)
 Intangible assets with
 determinable lives
  Investment in licenses     14 - 16 years     $4,927          $4,166         $761      $4,927          $4,085         $842
  Customer lists              3 - 10 years     14,260           4,403        9,857      14,260           3,919       10,341
  Other                        5 - 8 years      2,639             851        1,788       2,639             748        1,891
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               21,826           9,420       12,406      21,826           8,752       13,074

 Trademarks with
  indefinite lives                 -           39,676               -       39,676      39,676               -       39,676
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
  intangible assets                           $61,502          $9,420      $52,082     $61,502          $8,752      $52,750
                                            ============ =============== =========== =========== =============== ============

Estimated future amortization expense is as follows:  remainder of fiscal 2008 -
$2.0  million,  fiscal 2009 - $2.6 million,  fiscal 2010 - $2.5 million,  fiscal
2011 - $2.0 million, fiscal 2012 - $0.9 and thereafter - $2.4 million.

                                       8

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

Note 7 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:

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

           Term loan                                                                      $74,375         $76,500
           Revolving line of credit                                                        40,000               -
           Commercial note                                                                  1,193           1,553
           Obligations under capital leases                                                    74              79
                                                                                       ----------------  -----------
                                                                                            115,642          78,132
           Less current maturities of long-term debt and obligations under
            capital leases                                                                   50,829          10,132
                                                                                       ----------------  -----------
                                                                                            $64,813         $68,000
                                                                                       ================  ===========

In order to finance the acquisition of Fannie May  Confections,  on May 1, 2006,
the Company  entered into a secured  credit  facility with JPMorgan  Chase Bank,
N.A.,  as  administrative  agent,  and a group  of  lenders  (the  "2006  Credit
Facility").  The 2006 Credit Facility  includes an $85.0 million term loan and a
$50.0 million  revolving  facility,  (which was subsequently  increased to $75.0
million effective October 23, 2007), which bear interest at LIBOR plus 0.625% to
1.125%,  with pricing based upon the Company's  leverage ratio. At closing,  the
Company  borrowed  $85.0  million of the term  facility  to  acquire  all of the
outstanding capital stock of Fannie May Confections.  The Company is required to
pay the outstanding  term loan in escalating  quarterly  installments,  with the
final  installment  payment due on May 1, 2012.  As of September  30, 2007,  the
Company had $40.0  million  outstanding  under its  revolving  credit  facility,
bearing interest at a rate of 5.5%.

Note 8 - Income Taxes

At the end of each interim reporting period, the Company estimates its effective
income tax rate  expected to be applicable  for the full year.  This estimate is
used in  providing  for income taxes on a  year-to-date  basis and may change in
subsequent  interim  periods.  The  Company's  effective  tax rate for the three
months  ended  September  30,  2007 was  39.5%,  compared  to 39.6%  during  the
comparative three months ended October 1, 2006. The Company's effective tax rate
for the three months ended  September 30, 2007 and October 1, 2006 differed from
the U.S.  federal  statutory  rate of 35%  primarily  due to state income taxes,
partially offset by various tax credits.

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

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

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


                                       9

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

Note 9 - Business Segments

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

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

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

                                                                        
                                                              Three Months Ended
                                                         ------------------------------
                                                          September 30,     October 1,
         Net revenues                                        2007             2006
                                                         --------------- --------------
                                                                In thousands

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

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

         Category Contribution Margin:
             1-800-Flowers.com Consumer Floral                $11,945         $7,870
             BloomNet Wire Service                              2,564          1,702
             Gourmet Food & Gift Baskets                       (1,855)        (1,574)
             Home & Children's Gifts                           (2,296)        (1,878)
                                                         --------------- --------------
         Category Contribution Margin Subtotal                 10,358          6,120
             Corporate (*)                                    (13,709)       (12,180)
             Depreciation and amortization                     (4,870)        (4,744)
                                                         --------------- --------------
         Operating loss                                        (8,221)       (10,804)
                                                         =============== ==============

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

Note 10 - Commitments and Contingencies

Legal Proceedings

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its consolidated  financial  position,
results of operations or liquidity.

                                       10


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

Forward Looking Statements

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

Overview

For more than 30 years,  1-800-FLOWERS.COM  Inc. - "Your Florist of Choice(R)" -
has been  providing  customers  around the world with the  freshest  flowers and
finest selection of plants, gift baskets,  gourmet foods,  confections and plush
stuffed animals perfect for every occasion. 1-800-FLOWERS.COM(R) offers the best
of both worlds: exquisite, florist-designed arrangements individually created by
some of the nation's  top floral  artists and  hand-delivered  the same day, and
spectacular flowers shipped overnight "Fresh From Our Growers(sm)."

Customers  can  "call,  click  or  come  in" to shop  1-800-FLOWERS.COM  24/7 at
1-800-356-9377 or  www.1800flowers.com.  As always, 100 percent satisfaction and
freshness  are  guaranteed.  The  1-800-FLOWERS.COM  collection  of brands  also
includes home decor and children's  gifts from Plow & Hearth(R)  (1-800-627-1712
or   www.plowandhearth.com),   Wind   &   Weather(R)   (www.windandweather.com),
HearthSong(R)  (www.hearthsong.com)  and  Magic  Cabin(R)  (www.magiccabin.com);
gourmet gifts including popcorn and specialty treats from The Popcorn Factory(R)
(1-800-541-2676  or  www.thepopcornfactory.com);  exceptional  cookies and baked
gifts  from  Cheryl&Co.(R)  (1-800-443-8124  or  www.cherylandco.com);   premium
chocolates   and   confections    from   Fannie   May   Confections    Brands(R)
(www.fanniemay.com and www.harrylondon.com); gourmet foods from GreatFood.com(R)
(www.greatfood.com);   wine  gifts  from  Ambrosia(R)  (www.ambrosia.com);  gift
baskets  from  1-800-BASKETS.COM(R)  (www.1800baskets.com)  and the  BloomNet(R)
international  floral wire service,  which provides quality products and diverse
services to a select network of florists.

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
















                                       11


Category Information

During the first quarter of fiscal 2007, the Company segmented its organization
to improve execution and customer focus and to align its resources to meet the
demands of the markets it serves. The following table presents the contribution
of net revenues, gross profit and category contribution margin or category
"EBITDA" (earnings before interest, taxes, depreciation and amortization) from
each of the Company's business categories.

                                                                                 
                                                                      Three Months Ended
                                                      ------------------------------------------------
            Net Revenues                               September 30,       October 1,
                                                          2007               2006           % Change
                                                      ---------------- ---------------- --------------
                                                                         (in thousands)
            Net revenues:
                1-800-Flowers.com Consumer Floral         $87,599          $82,668             6.0%
                BloomNet Wire Service                       9,891            7,166            38.0%
                Gourmet Food & Gift Baskets                23,162           22,224             4.2%
                Home & Children's Gifts                    24,735           24,867            (0.5%)
                Corporate (*)                               1,125              915            23.0%
                Intercompany eliminations                    (702)            (708)            0.8%
                                                      ---------------- ----------------
            Total net revenues                           $145,810         $137,132             6.3%
                                                      ================ ================


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

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

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

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

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

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


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


                                       12

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

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

Reconciliation of Net Loss to EBITDA:

                                                                       
                                                            Three Months Ended
                                                      ------------------------------
                                                        September 30,    October 1,
                                                           2007             2006
                                                      -------------- ---------------

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

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


Results of Operations

Net Revenues

                                                                        
                                                        Three Months Ended
                                             -------------------------------------------
                                              September 30,    October 1,
                                                 2007             2006       % Change
                                             -------------- -------------- -------------
                                                           (in thousands)
        Net revenues:
         E-commerce                             $114,503        $109,259         4.8%
         Other                                    31,307          27,873        12.3%
                                             -------------- --------------
        Total net revenues                      $145,810        $137,132         6.3%
                                             ============== ==============

The Company's revenue growth of 6.3% during the three months ended September 30,
2007  resulted  primarily  from growth  within the  Company's  1-800-Flowers.com
Consumer Floral and BloomNet Wire Service  businesses,  which increased 6.0% and
                                       13

38.0%,  respectively.  Excluding the Home and Children's  Gift  category,  total
revenue  growth  during the three  months  ended  September  30,  2007 was 8.0%,
reflecting:  (i) the Company's  strong brand name  recognition,  (ii)  continued
leveraging of its existing  customer base, and (iii) cost effective  spending on
its marketing and selling programs.

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

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

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

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

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

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

Gross Profit

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

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

Gross profit  increased  during the three months ended  September  30, 2007,  in
comparison  to the same period of the prior year,  primarily  as a result of the
revenue  growth  described  above,  as  well  as an  increase  in  gross  margin
percentage.  Gross margin percentage  increased 110 basis points to 41.1% during
the three  months  ended  September  30,  2007,  as a result of product  mix and
pricing  initiatives,  as well as continued  improvements  in customer  service,
fulfillment,  including  improved  outbound  shipping rates,  and  merchandising
programs.
                                       14

The 1-800-Flowers.com Consumer Floral category gross profit for the three months
ended  September  30,  2007  increased  by 8.4% over the prior year  period as a
result of the aforementioned  increase in net revenues,  as well as improvements
in sourcing,  fulfillment logistics,  including reduced outbound shipping rates,
and  pricing  initiatives,  which  resulted  in  an  increase  in  gross  margin
percentage of 90 basis points to 38.9%,  during the three months ended September
30, 2007.

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

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

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

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


Marketing and Sales Expense

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

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


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

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

                                       15

Technology and Development Expense

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

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

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

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

General and Administrative Expense

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

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


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

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

Depreciation and Amortization Expense

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

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


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

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

                                       16

Other Income (Expense)

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

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

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

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

Income Taxes

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

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

Liquidity and Capital Resources

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

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

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

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

                                       17

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

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

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

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed utilizing available cash. As of September 30, 2007, the
Company had  repurchased  1,538,286  shares of common  stock for $11.3  million,
excluding the December 28, 2006  repurchase of 3,010,740  shares of common stock
from an affiliate.  The purchase price was $15,689,000,  or $5.21 per share. The
repurchase was approved by the  disinterested  members of the Company's Board of
Directors  and  is in  addition  to  the  Company's  existing  stock  repurchase
authorization  of $20.0 million,  of which $8.7 million  remains  authorized but
unused.

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

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

Long-term debt, including interest          128,934          55,390            32,861          40,683                     -
Capital lease obligations                        89              35                25              25                     4
Operating lease obligations                  65 947           8,182            16,436          13,182                28,147
Sublease obligations                          5,656           1,755             2,720             927                   254
Purchase commitments (*)                     34,305          34,305                 -               -                     -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                  234,931          99,667            52,042          54,817                28,405
                                        ===========    ===============    ============   =============     ================

(*) Purchase commitments  consist  primarily  of  inventory, equipment  purchase
orders and online  marketing agreements made in the ordinary course of business.

Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial  position and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc.,  which  have been  prepared  in  accordance  with U.S.
generally  accepted  accounting  principles.  The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported  amount of assets,  liabilities,  revenue  and  expenses,  and  related
disclosure of contingent assets and liabilities. On an ongoing basis, management
evaluates  its  estimates,  including  those  related  to  revenue  recognition,
inventory and long-lived assets,  including goodwill and other intangible assets
related  to  acquisitions.  Management  bases its  estimates  and  judgments  on
historical  experience  and on various  other  factors  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments  about the carrying values of assets and  liabilities.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions.  Management  believes the following  critical  accounting  policies,
among  others,  affect its more  significant  judgments  and  estimates  used in
preparation of its consolidated financial statements.
                                       18

Revenue Recognition

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

Accounts Receivable

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

Inventory

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

Goodwill and Other Intangible Assets

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

The Company performs an annual impairment test as of the first day of its fiscal
fourth  quarter,  or earlier if indicators  of potential  impairment  exist,  to
evaluate goodwill. Goodwill is considered impaired if the carrying amount of the
reporting unit exceeds its estimated fair value. In assessing the recoverability
of  goodwill,  the Company  reviews  both  quantitative  as well as  qualitative
factors to support its assumptions with regard to fair value. Judgment regarding
the  existence  of  impairment  indicators  is based on  market  conditions  and
operational performance of the Company. Future events could cause the Company to
conclude that impairment indicators exist and that goodwill and other intangible
assets associated with our acquired businesses is impaired.

Capitalized Software

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

Stock-based Compensation

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

                                       19

Income Taxes

The Company  has  established  deferred  income tax assets and  liabilities  for
temporary  differences  between the financial reporting bases and the income tax
bases of its  assets and  liabilities  at enacted  tax rates  expected  to be in
effect when such assets or liabilities are realized or settled.  The Company has
recognized  as a deferred  tax asset the tax  benefits  associated  with  losses
related to  operations,  which are  expected to result in a future tax  benefit.
Realization  of this deferred tax asset assumes that we will be able to generate
sufficient  future  taxable  income so that these assets will be  realized.  The
factors that we consider in assessing the likelihood of realization  include the
forecast of future  taxable  income and available tax planning  strategies  that
could be implemented to realize the deferred tax assets.


Recent Accounting Pronouncements

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

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


Forward Looking Information and Factors that May Affect Future Results


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

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

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

                                       20

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



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end
of the  period  covered  by this  report.  Based on that  evaluation,  the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of the period covered by this report,  these disclosure  controls and procedures
are  effective  in  alerting  them in a timely  manner to  material  information
required to be disclosed in the Company's periodic reports filed with the SEC.

There were no changes in our internal control over financial  reporting (as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  during the three
months ended September 30, 2007 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.





                                       21

PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its business,  consolidated  financial
position, results of operations or liquidity.


ITEM 1A.  RISK FACTORS.


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


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the months indicated, the Company's purchase
of common stock during the three months of fiscal 2008 which includes the period
July 2, 2007 through September 30, 2007.

                                                                                              
                                                                         Total Number of        Dollar Value of
                                                                         Shares Purchased as    Shares that May Yet
                                                                         Part of Publicly       Be Purchased Under
                             Total Number of          Average Price      Announced Plans or     the Plans or
Period                       Shares Purchased        Paid Per Share      Programs               Programs
--------------------------------------------------------------------------------------------------------------------
                                        (in thousands, except average price paid per share)

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

                              ---------------   ----------------   ----------------
Total                                   3.6              $11.55               3.6
                              ===============   ================   ================


On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed utilizing available cash.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

            10.1    Revolving Credit Commitment Increase Dated October 23, 2007.

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

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

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


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

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



                                       22





                                   SIGNATURES



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





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




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




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







                                       23