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 28, 2008

                                       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, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

   Large accelerated filer [ ]                             Accelerated filer [X]
   Non-accelerated filer [ ]  (Do not check if a smaller reporting company)
   Smaller reporting company [ ]

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:

                                   26,681,093
                                   ----------
  (Number of shares of Class A common stock outstanding as of November 3, 2008)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of November 3, 2008)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX

                                                                            Page
                                                                            ----

Part I.     Financial Information

  Item 1.    Consolidated Financial Statements:

             Consolidated Balance Sheets - September 28, 2008
              (Unaudited) and June 29, 2008                                    1

             Consolidated Statements of Income (Unaudited) - Three
              Months Ended September 28, 2008 and September 30, 2007           2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three Months Ended September 28,2008 and September
              30, 2007                                                         3

             Notes to Consolidated Financial Statements (Unaudited)            4

  Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             14

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk       24

  Item 4.    Controls and Procedures                                          24

Part II.    Other Information

  Item 1.    Legal Proceedings                                                25

  Item 1A.   Risk Factors                                                     25

  Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      25

  Item 3.    Defaults upon Senior Securities                                  25

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

  Item 5.    Other Information                                                25

  Item 6.    Exhibits                                                         25

Signatures                                                                    26






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


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

                                                                                                   
                                                                                     September 28,     June 29,
                                                                                         2008           2008
                                                                                   ---------------- ------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                    $3,490        $12,124
 Receivables, net                                                                        35,324         13,443
 Inventories                                                                            119,809         67,283
 Deferred tax assets                                                                      7,977          7,977
 Prepaid and other                                                                       16,731          8,723
                                                                                     -------------- ------------
 Total current assets                                                                   183,331        109,550

Property, plant and equipment at cost, net                                               73,620         65,737
Goodwill                                                                                124,062        124,164
Other intangibles, net                                                                   66,993         67,928
Other assets                                                                              6,158          3,959
                                                                                     -------------- ------------
     Total assets                                                                      $454,164       $371,338
                                                                                     ============== ============


Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                  $73,272        $63,248
 Current maturities of long-term debt and obligations under capital leases               44,797         12,886
                                                                                     -------------- ------------
     Total current liabilities                                                          118,069         76,134
Long-term debt and obligations under capital leases                                     100,063         55,250
Deferred tax liabilities                                                                  5,527          5,527
Other liabilities                                                                         3,011          2,962
                                                                                     -------------- ------------
Total liabilities                                                                       226,670        139,873
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 31,405,419
  and 31,368,241 shares issued at September 28, 2008 and June 29, 2008,
  respectively                                                                              314            314
 Class B common stock, $.01 par value, 200,000,000 shares authorized 42,138,465
  shares issued at September 28, 2008 and June 29, 2008                                     421            421
 Additional paid-in capital                                                             281,051        279,718
 Retained deficit                                                                       (23,143)       (17,839)
 Treasury stock, at cost - 4,724,326 Class A shares and 5,280,000 Class B shares        (31,149)       (31,149)
                                                                                     -------------- ------------
     Total stockholders' equity                                                        $227,494       $231,465
                                                                                     -------------- ------------
Total liabilities and stockholders' equity                                             $454,164       $371,338
                                                                                     ============== ============







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 28,    September 30,
                                                                     2008             2007
                                                                ---------------- ----------------
    Net revenues                                                    $158,033        $145,810
    Cost of revenues                                                  96,210          85,929
                                                                ---------------- ----------------
    Gross profit                                                      61,823          59,881
    Operating expenses:
     Marketing and sales                                              42,648          42,779
     Technology and development                                        5,670           5,235
     General and administrative                                       15,516          15,218
     Depreciation and amortization                                     5,688           4,870
                                                                ---------------- ----------------
       Total operating expenses                                       69,522          68,102
                                                                ---------------- ----------------
    Operating loss                                                    (7,699)         (8,221)
    Other income (expense):
     Interest income                                                      96             178
     Interest expense                                                 (1,159)         (1,545)
     Other                                                                 9              18
                                                                ---------------- ----------------
    Total other income (expense), net                                 (1,054)         (1,349)
                                                                ---------------- ----------------
    Loss before income taxes                                          (8,753)         (9,570)
    Income tax benefit                                                 3,449           3,780
                                                                ---------------- ----------------
    Net loss                                                         ($5,304)        ($5,790)
                                                                ================ ================


    Basic and diluted net loss per common share                       ($0.08)         ($0.09)
                                                                ================ ================
    Weighted average shares used in the calculation
     of basic and diluted net loss per common share                   63,518          62,638
                                                                ================ ================



    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 28,     September 30,
                                                                                      2008              2007
                                                                                ---------------- ----------------

Operating activities:
Net loss                                                                              ($5,304)         ($5,790)
Reconciliation of net loss to net cash used in operations:
 Depreciation and amortization                                                          5,688            4,870
 Deferred taxes                                                                             -           (3,780)
 Stock-based compensation                                                               1,219            1,469
 Bad debt expense                                                                         517              584
 Other non-cash items                                                                    (124)              97
Changes in operating items:
    Receivables                                                                       (20,446)          (4,489)
    Inventories                                                                       (49,092)         (21,179)
    Prepaid and other                                                                  (7,973)          (8,766)
    Accounts payable and accrued expenses                                               8,250           (5,272)
    Other assets                                                                           88              351
    Other liabilities                                                                      49              (67)
                                                                                ---------------- ----------------
 Net cash used in operating activities                                                (67,128)         (41,972)
Investing activities:
Capital expenditures                                                                   (7,113)          (4,332)
Proceeds from sale of business                                                             25                -
Acquisitions, net of cash acquired                                                     (9,297)          (4,366)
Other, net                                                                                 61               48
                                                                                ---------------- ----------------
 Net cash used in investing activities                                                (16,324)          (8,650)
Financing activities:
Proceeds from exercise of employee stock options                                          114              846
Proceeds from bank borrowings                                                          83,000           50,000
Repayment of notes payable and bank borrowings                                         (6,276)         (12,481)
Debt issuance cost                                                                     (2,018)               -
Repayment of capital lease obligations                                                     (2)              (9)
                                                                                ---------------- ----------------
 Net cash provided by financing activities                                             74,818           38,356
                                                                                ---------------- ----------------
Net change in cash and equivalents                                                     (8,634)         (12,266)
Cash and equivalents:
 Beginning of period                                                                   12,124           16,087
                                                                                ---------------- ----------------
 End of period                                                                         $3,490           $3,821
                                                                                ================ ================




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  28, 2008 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending June 28, 2009.

The balance sheet information at June 29, 2008 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
June 29, 2008.

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  28, 2008 and  September  30,  2007,  the
Company's  comprehensive  net losses were equal to the respective net losses for
each of the periods presented.

Fair Value Measurements

Effective June 30, 2008, the Company adopted  Statement of Financial  Accounting
Standard No. 157, "Fair Value  Measurements"  ("SFAS 157") for certain financial
assets and liabilities. This standard establishes a framework for measuring fair
value and requires enhanced disclosures about fair value measurements.  SFAS 157
clarifies that fair value is an exit price,  representing  the amount that would
be  received  to sell an asset or paid to  transfer  a  liability  in an orderly
transaction between market participants.  SFAS 157 also establishes a fair value
hierarchy that  prioritizes  the inputs to valuation  techniques used to measure
fair value. The statement  requires that assets and liabilities  carried at fair
value be classified and disclosed in one of the following three categories:

Level 1: Quoted  market  prices  in  active  markets  for  identical  assets  or
         liabilities.
Level 2: Quoted  prices in  active markets for  similar assets and  liabilities,
         quoted prices for indentically similar assets or liabilities in markets
         that are  not active and  models for which  all significant inputs  are
         observable either directly or indirectly.
Level 3: Unobservable  inputs reflecting the  reporting entity's own assumptions
         or external inputs for inactive markets.

The  determination of where assets and liabilities fall within this hierarchy is
based  upon the  lowest  level of input  that is  significant  to the fair value
measurement.  As of September  30, 2008,  the Company holds  approximately  $2.6
million  of "level 1" cash  equivalents  that are  measured  at fair  value on a
recurring  basis.  The Company does not have any assets or liabilities  that are
based on "level 2" or "level 3" inputs.

Recent Accounting Pronouncements

In  December  2007,  the FASB  issued  Statement  No. 141  (Revised),  "Business
Combinations"  ("SFAS No.  141R")  and SFAS 160,  "Noncontrolling  Interests  in
Consolidated  Financial  Statements  ("SFAS  160").  SFAS No.  141R and SFAS 160
revise the method of accounting for a number of aspects of business combinations
and  non-controlling  interests,   including  acquisition  costs,  contingencies
(including  contingent assets,  contingent  liabilities and contingent  purchase
price), the impacts of partial and step-acquisitions (including the valuation of
net  assets  attributable  to  non-acquired   minority   interests),   and  post
acquisition exit activities of acquired businesses.  SFAS 141R and SFAS 160 will
be effective for the Company during the fiscal year beginning June 29, 2009. The
Company  cannot  anticipate  whether  the  adoption of SFAS No. 141R will have a
material  impact on its results of  operations  and  financial  condition as the
impact is solely dependent on the terms of any business combination entered into
by the Company after June 29, 2009.
                                       4

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

On April 25,  2008,  the FASB  issued  FASB  Staff  Position  (FSP)  FAS  142-3,
"Determination  of the Useful Life of  Intangible  Assets."  This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine  the useful life of a recognized  intangible  asset under SFAS
No. 142, "Goodwill and Other Intangible Assets," or SFAS 142. The intent of this
FSP is to  improve  the  consistency  between  the useful  life of a  recognized
intangible  asset under SFAS 142 and the period of  expected  cash flows used to
measure the fair value of the asset under SFAS 141R and other generally accepted
accounting principles. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early adoption is prohibited.  The Company is currently evaluating
the  impact,  if any,  that this FSP will  have on its  results  of  operations,
financial position or cash flows.

Reclassifications

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

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 28, 2008 and September 30, 2007,  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 to the consolidated  financial  statements  included in the
Company's  2008  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 28,  September 30,
                                                                       2008           2007
                                                                  -------------- --------------
                                                                     (in thousands, except
                                                                         per share data)

        Stock options                                                    $360          $502
        Restricted stock awards                                           859           967
                                                                  -------------- --------------
          Total                                                         1,219         1,469
        Deferred income tax benefit                                       389           487
                                                                  -------------- --------------
        Stock-based compensation expense, net                            $830          $982
                                                                  ============== ==============
 


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

                                                                                 
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                   September 28,  September 30,
                                                                       2008          2007
                                                                  -------------- --------------
                                                                      (in thousands, except
                                                                         per share data)

      Marketing and sales                                                $531         $514
      Technology and development                                          175          220
      General and administrative                                          513          735
                                                                  -------------- --------------
        Total                                                          $1,219       $1,469
                                                                  ============== ==============


                                       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 28,   September 30,
                                                  2008            2007
                                             --------------- ---------------

       Weighted average fair value of
        options granted                            $3.06          $4.74
       Expected volatility                         41.0%          46.5%
       Expected life                                6.4 yrs        5.3 yrs
       Risk-free interest rate                      2.84%          4.43%
       Expected dividend yield                      0.0%           0.0%

The following table summarizes stock option activity during the three months
ended September 28, 2008:


                                                                                            
                                                                                       Weighted
                                                                         Weighted       Average
                                                                          Average      Remaining     Aggregate
                                                                         Exercise     Contractual    Intrinsic
                                                         Options           Price         Term       Value (000s)
                                                       -----------------------------------------------------------
Outstanding at June 29,2008                              7,872,344         $8.47
Granted                                                    210,000         $6.80
Exercised                                                  (24,803)        $4.60
Forfeited                                                  (85,710)        $8.02
                                                       --------------
Outstanding at September 28, 2008                        7,971,831         $8.44       3.9 years       $3,637
                                                       ==============
Options vested or expected to vest at September
 28, 2008                                                7,781,069         $8.46       3.8 years       $3,633
Exercisable at September 28, 2008                        6,704,615         $8.63       3.2 years       $3,610



As of  September  28,  2008,  the total  future  compensation  cost  related  to
nonvested  options,  not yet  recognized  in the  statement of income,  was $2.8
million and the weighted  average period over which these awards are expected to
be recognized was 2.7 years.

The Company  grants shares of common stock to its employees  that are subject to
restrictions on transfer and risk of forfeiture until  fulfillment of applicable
service  conditions  and, in certain cases,  holding periods  (Restricted  Stock
Awards).  The following table  summarizes the activity of non-vested  restricted
stock awards during the three months ended September 28, 2008:


                                                                            

                                                                               Weighted
                                                                            Average Grant
                                                                              Date Fair
                                                                 Shares         Value
                                                             -------------  ---------------
              Non-vested at June 29, 2008                      1,275,153         $7.58
              Granted                                             19,456         $6.80
              Vested                                             (12,375)        $9.95
              Forfeited                                          (28,301)        $8.03
                                                             -------------
              Non-vested at September 28, 2008                  1,253,933        $7.54
                                                             =============


                                       6




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



The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of September  28,  2008,  there was $3.8 million of
total   unrecognized   compensation   cost  related  to  non-vested   restricted
stock-based  compensation to be recognized over the  weighted-average  remaining
period of 1.4 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 Napco Marketing Corp.

On July 21, 2008, the Company acquired  selected assets of Napco Marketing Corp.
(Napco),  a wholesale  merchandiser and marketer of products designed  primarily
for the floral  industry.  The purchase  price of  approximately  $10.9  million
included the acquisition of a fulfillment  center located in  Jacksonville,  FL,
inventory,  and  certain  other  assets,  as well as the  assumption  of certain
related  liabilities,  including their seasonal line of credit of  approximately
$4.0 million.  The acquisition was financed utilizing a combination of available
cash generated  from  operations  and through  borrowings  against the Company's
revolving credit facility, which as described below, was subsequently amended by
the Company's 2008 Credit Facility. The purchase price includes an up-front cash
payment  of  $9.3  million,  net of  cash  acquired,  and  potential  "earn-out"
incentives,  which amount to a maximum of $1.6 million  through the years ending
July 2, 2012, upon achievement of specified performance targets.

The Company is in the process of finalizing its allocation of the purchase price
to  individual  assets  acquired  and  liabilities  assumed  as a result  of the
acquisition of Napco. This will result in potential  adjustments to the carrying
value of Napco's recorded assets and liabilities,  the  establishment of certain
additional  intangible  assets,  revisions of useful lives of intangible assets,
some of which will have indefinite  lives not subject to  amortization,  and the
determination  of any residual  amount that will be  allocated to goodwill.  The
preliminary  allocation  of the purchase  price  included in the current  period
balance  sheet is based on the best  estimates of  management  and is subject to
revision based on final determination of asset fair values and useful lives.

The following table summarizes the allocation of purchase price to the estimated
fair  values of  assets  acquired  and  liabilities  assumed  at the date of the
acquisition of Napco:

                                                           Napco
                                                          Purchase
                                                           Price
                                                         Allocation
                                                     --------------------
                                                        (in thousands)

  Current assets                                            $5,419
  Property, plant and equipment                              5,597
  Intangible assets                                              -
  Goodwill                                                       -
  Other                                                         74
                                                     --------------------
    Total assets acquired                                   11,090
                                                     --------------------
  Current liabilities                                          162
                                                     --------------------
    Total liabilities assumed                                  162
                                                     --------------------
    Net assets acquired                                   $10,928
                                                     ====================

                                       7

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

Acquisition of DesignPac Gifts LLC

On April 30,  2008,  the  Company  acquired  all of the  membership  interest in
DesignPac  Gifts LLC  (DesignPac),  a designer,  assembler  and  distributor  of
gourmet gift baskets, gourmet food towers and gift sets, including a broad range
of  branded  and  private  label  components,  based in  Melrose  Park,  IL. The
acquisition,  for approximately $33.4 million in cash, net of cash acquired, was
financed utilizing a combination of available cash generated from operations and
through borrowings against the Company's revolving credit facility. The purchase
price is  subject to  "earn-out"  incentives  which  amount to a maximum of $2.0
million  through the years ending June 27, 2010,  upon  achievement of specified
performance  targets.  In its most recently  completed  year ended  December 31,
2007, prior to the acquisition,  DesignPac  generated  revenues of approximately
$53.3 million.

In order to fund the increase in working  capital  requirements  associated with
DesignPac, and to provide for additional operational flexibility,  on August 28,
2008,  the Company  entered into a $293.0  million  Amended and Restated  Credit
Agreement with JPMorgan Chase Bank N.A., as administrative agent, and a group of
lenders  (the "2008 Credit  Facility").  The 2008 Credit  Facility  provides for
borrowings of up to $293.0 million,  including:  (i) a $165.0 million  revolving
credit  commitment,  (ii) $60.0  million of new term loan debt,  and (iii) $68.0
million of existing term loan debt associated with the Company's previous credit
facility.  Outstanding amounts under the 2008 Credit Facility will bear interest
at the Company's option at either:  (i) LIBOR plus a defined margin, or (ii) the
agent bank's prime rate plus a margin.  The applicable margins for the Company's
existing term loan and revolving  credit facility will range from 1.50% to 2.50%
for LIBOR loans and 0.50% to 1.50% for base rate loans,  and the  Company's  new
term loan will range from 2.00% to 3.00% for  LIBOR loans and 1.00% to 2.00% for
base rate  loans in each case with  pricing  based upon the  Company's  leverage
ratio.

The Company is in the process of finalizing its allocation of the purchase price
to  individual  assets  acquired  and  liabilities  assumed  as a result  of the
acquisition  of  DesignPac.  This will result in  potential  adjustments  to the
carrying value of DesignPac's recorded assets and liabilities, the establishment
of certain additional intangible assets, revisions of useful lives of intangible
assets,  some of which will have indefinite  lives not subject to  amortization,
and the determination of any residual amount that will be allocated to goodwill.
The preliminary  allocation of the purchase price included in the current period
balance  sheet is based on the best  estimates of  management  and is subject to
revision based on final determination of asset fair values and useful lives.

The following table summarizes the allocation of purchase price to the estimated
fair  values of  assets  acquired  and  liabilities  assumed  at the date of the
acquisition of DesignPac:

                                                           DesignPac
                                                           Purchase
                                                            Price
                                                          Allocation
                                                     --------------------
                                                         (in thousands)
  Current assets                                            $1,287
  Property, plant and equipment                              1,172
  Intangible assets                                         18,908
  Goodwill                                                  12,131
  Other                                                         81
                                                     --------------------
    Total assets acquired                                   33,579
                                                     --------------------
  Current liabilities                                          184
                                                     --------------------
    Total liabilities assumed                                  184
                                                     --------------------
    Net assets acquired                                    $33,395
                                                     ====================

Although  not  finalized,  of the $18.9  million of acquired  intangible  assets
related to the  DesignPac  acquisition,  $6.4 million was assigned to trademarks
that are not subject to amortization,  while the remaining acquired  intangibles
of $12.5 million were allocated  primarily to customer related intangibles which
are being  amortized  over the  assets'  determinable  useful  life of 10 years.
Approximately $12.1 million of goodwill is deductible for tax purposes.

                                       8

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

Pro forma Results of Operation

The following  unaudited pro forma consolidated  financial  information has been
prepared as if the  acquisitions  of DesignPac  and Napco had taken place at the
beginning of fiscal year 2008. The following  unaudited pro forma information is
not  necessarily  indicative of the results of  operations in future  periods or
results that would have been  achieved had the  acquisitions  taken place at the
beginning of the periods presented.

                                                                         
                                                     ---------------------------------------
                                                                 Quarter Ended
                                                     ---------------------------------------
                                                       September 28,        September 30,
                                                           2008                  2007
                                                     ---------------------------------------
                                                      (in thousands,  except per share data)

Net revenues                                             $159,063             $164,650

Operating loss                                            ($7,596)             ($5,701)

Net loss                                                  ($5,235)             ($4,502)

Basic and diluted net loss per common share                $(0.08)              $(0.07)


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 28,     June 29,
                                                                                    2008            2008
                                                                               ----------------  -----------
                                                                                        (in thousands)

         Finished goods                                                              $93,339         $48,986
         Work-in-Process                                                               5,706           3,442
         Raw materials                                                                20,764          14,855
                                                                                  -----------     -----------
                                                                                    $119,809         $67,283
                                                                                  ===========     ===========



Note 6 - Goodwill and Intangible Assets

The change in the carrying amount of goodwill 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 June 29, 2008                       $6,165                $-          $99,737           $18,262        $ 124,164
 Change                                             -                 -             (102)                -             (102)
                                            --------------  -------------  ---------------   --------------   ----------------
Balance at September 28, 2008                  $6,165                $-          $99,635           $18,262        $ 124,062
                                            ==============  =============  ===============   ==============   ================


                                       9

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

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

                                                                                                 
                                                     September 28, 2008                         June 29, 2008
                                            ---------------------------------------- ----------------------------------------
                                             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          $4,489         $438      $4,927          $4,408         $519
  Customer lists              3 - 10 years     25,570           6,808       18,762      25,570           6,042       19,528
  Other                        5 - 8 years      2,488             767        1,721       2,488             660        1,828
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               32,985          12,064       20,921      32,985          11,110       21,875

 Trademarks with
  indefinite lives                 -           46,072               -       46,072      46,053               -       46,053
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
  intangible assets                           $79,057         $12,064      $66,993     $79,038         $11,110      $67,928
                                            ============ =============== =========== =========== =============== ============

Estimated future amortization expense is as follows:  remainder of fiscal 2009 -
$2.8  million,  fiscal 2010 - $3.7 million,  fiscal 2011 - $3.2 million,  fiscal
2012 - $2.0, fiscal 2013-$2.0 and thereafter - $7.2 million.

Note 7 - Long-Term Debt

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

                                                                                                      
                                                                                        September 28,     June 29,
                                                                                            2008            2008
                                                                                       ----------------  -----------
                                                                                                (in thousands)

                Term loan                                                                  $124,813         $68,000
                Revolving line of credit                                                     20,000               -
                Commercial note                                                                   -              84
                Obligations under capital leases                                                 47              52
                                                                                         -----------     -----------

                                                                                            144,860          68,136
                Less current maturities of long-term debt and obligations under
                   capital leases                                                            44,797          12,886
                                                                                         -----------     -----------
                                                                                           $100,063         $55,250
                                                                                         ===========     ===========

In order to fund the increase in working  capital  requirements  associated with
DesignPac, and to provide for additional operational flexibility,  on August 28,
2008,  the Company  entered into a $293.0  million  Amended and Restated  Credit
Agreement with JPMorgan Chase Bank N.A., as administrative agent, and a group of
lenders  (the "2008 Credit  Facility").  The 2008 Credit  Facility  provides for
borrowings of up to $293.0 million,  including:  (i) a $165.0 million  revolving
credit  commitment,  (ii) $60.0  million of new term loan debt,  and (iii) $68.0
million of existing term loan debt associated with the Company's previous credit
facility.  Outstanding amounts under the 2008 Credit Facility will bear interest
at the Company's option at either:  (i) LIBOR plus a defined margin, or (ii) the
agent bank's prime rate plus a margin.  The applicable margins for the Company's
existing term loan and revolving  credit facility will range from 1.50% to 2.50%
for LIBOR loans and 0.50% to 1.50% for base rate loans,  and the  Company's  new
term loan will range from 2.00% to 3.00% for  LIBOR loans and 1.00% to 2.00% for
base rate  loans in each case with  pricing  based upon the  Company's  leverage
ratio.

At closing of the 2008 Credit Facility, the Company utilized the proceeds of the
new term  loan to pay down  amounts  outstanding  under its  previous  revolving
credit facility. The repayment terms of the existing term loan remain unchanged,
while the new term loan is required to be repaid in equal quarterly installments
of $3.0 million beginning in December 2008, with the final  installment  payment
due on August 28, 2013. The 2008 Credit Facility contains various  conditions to
borrowing  affirmative  and  negative  covenants,  and  events of  default.  The
obligations of the Company and its  subsidiaries  under the 2008 Credit Facility
are  secured  by  liens  on  all  personal  property  of  the  Company  and  its
subsidiaries.

                                       10


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


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  28,  2008 was  39.4%,  compared  to 39.5%  during  the
comparative  three months ended September 30, 2007. The Company's  effective tax
rate for the three  months  ended  September  28,  2008 and  September  30, 2007
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 2005 through fiscal 2008,  with the exception of certain states where
the statue remains open from fiscal 2004, due to non-conformity with the federal
statue of limitations for assessment. 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.

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 28,  September 30,
   Net revenues                                         2008           2007
                                                    -------------  -------------
                                                            In thousands

    Net revenues:
       1-800-Flowers.com Consumer Floral                $83,501        $87,599
       BloomNet Wire Service                             15,715          9,891
       Gourmet Food & Gift Baskets                       37,184         23,162
       Home & Children's Gifts                           22,595         24,735
       Corporate (*)                                        204          1,125
       Intercompany eliminations                         (1,166)          (702)
                                                    -------------  -------------
     Total net revenues                                $158,033       $145,810
                                                    =============  =============

                                       11


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


                                                         Three Months Ended
                                                    ----------------------------
                                                    September 28,  September 30,
   Operating Loss                                       2008           2007
                                                    -------------  -------------
                                                            In thousands

    Category Contribution Margin:
       1-800-Flowers.com Consumer Floral               $10,742        $11,945
       BloomNet Wire Service                             4,419          2,564
       Gourmet Food & Gift Baskets                        (891)        (1,855)
       Home & Children's Gifts                          (2,206)        (2,296)
                                                    --------------  ------------
    Category Contribution Margin Subtotal               12,064         10,358
       Corporate (*)                                   (14,075)       (13,709)
       Depreciation and amortization                    (5,688)        (4,870)
                                                    -------------  -------------
    Operating Loss                                     $(7,699)       $(8,221)
                                                    =============  =============

(*)  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

There are various claims,  lawsuits, and pending actions against the Company and
its subsidiaries incident to the operations of its businesses. It is the opinion
of management,  after consultation with counsel, that the ultimate resolution of
such  claims,  lawsuits  and pending  actions  will not have a material  adverse
effect on the Company's consolidated  financial position,  results of operations
or liquidity.
















                                       12





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

Forward Looking Statements

This "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  (MD&A) is intended  to provide an  understanding  of our  financial
condition,  change in financial  condition,  cash flow, liquidity and results of
operations. The following MD&A discussion should be read in conjunction with the
consolidated  financial  statements  and notes to those  statements  that appear
elsewhere in this Form 10-Q and in the Company's Annual Report on Form 10-K. The
following  discussion  contains  forward-looking  statements  that  reflect  the
Company's  plans,  estimates  and beliefs.  The Company's  actual  results could
differ  materially  from  those  discussed  in the  forward-looking  statements.
Factors that could cause or contribute to any differences  include,  but are not
limited to, those discussed under the caption "Forward-Looking  Information" and
under Item 1A -- "Risk Factors".

Overview

1-800-FLOWERS.COM,  Inc. is the world's  leading florist and gift shop. For more
than 30 years,  1-800-FLOWERS.COM,  Inc. has been providing customers with fresh
flowers  and the  finest  selection  of plants,  gift  baskets,  gourmet  foods,
confections,  balloons and plush  stuffed  animals  perfect for every  occasion.
1-800-FLOWERS.COM(R) (1-800-356-9377 or www.1800flowers.com),  is one of the top
50 online  retailers by Internet  Retailer,  as well as 2008 Laureate Honoree by
the  Computerworld  Honors  Program and the recipient of ICMI's 2006 Global Call
Center of the Year  Award.  1-800-FLOWERS.COM  offers  the best of both  worlds:
exquisite  arrangements  created by some of the nation's top floral  artists and
hand-delivered the same day, and spectacular flowers shipped overnight under our
Fresh From Our Growers(R)  program.  As always,  100% satisfaction and freshness
are  guaranteed.  The Company's  BloomNet(R)  international  floral wire service
(www.mybloomnet.net)  provides a broad range of quality products and value-added
services   designed  to  help   professional   florists  grow  their  businesses
profitably.

The  1-800-FLOWERS.COM,  Inc.  "Gift Shop" also  includes  gourmet gifts such as
popcorn and  specialty  treats from The Popcorn  Factory(R)  (1-800-541-2676  or
www.thepopcornfactory.com);   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  or  www.winetasting.com);   gift  baskets  from
1-800-BASKETS.COM(R)     (www.1800baskets.com)     and    DesignPac    Gifts(TM)
(www.designpac.com)  as well as 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).

Shares in 1-800-FLOWERS.COM, Inc. are traded on the NASDAQ Global Select Market
under ticker symbol FLWS.

Category Information

The Company has 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
                                                    --------------------------------------------
                                                     September 28,   September 30,
                                                        2008            2007          % Change
                                                    --------------- ---------------  -----------
                                                                    (In thousands)

               Net Revenues:
                 1-800-Flowers.com Consumer Floral      $83,501        $87,599           (4.7%)
                 BloomNet Wire Service                   15,715          9,891           58.9%
                 Gourmet Food & Gift Baskets             37,184         23,162           60.5%
                 Home & Children's Gifts                 22,595         24,735           (8.7%)
                 Corporate (*)                              204          1,125          (81.9%)
                 Intercompany eliminations               (1,166)          (702)         (66.1%)
                                                    -------------- --------------

               Total net revenues                      $158,033       $145,810            8.4%
                                                    ============== ==============



                                        13


                                                                               
                                                               Three Months Ended
                                                    --------------------------------------------
                                                     September 28,   September 30,
                                                        2008            2007          % Change
                                                    --------------- ---------------  -----------
                                                                    (In thousands)
           Gross Profit:
                 1-800-Flowers.com Consumer Floral      $31,709        $34,096           (7.0%)
                                                           38.0%          38.9%

                 BloomNet Wire Service                    8,340          5,609           48.7%
                                                           53.1%          56.7%

                 Gourmet Food & Gift Baskets             12,013          9,483           26.7%
                                                           32.3%          40.9%

                 Home & Children's Gifts                  9,626         10,206           (5.7%)
                                                           42.6%          41.3%

                 Corporate (*)                              157            507          (69.0%)
                                                           77.0%          45.1%

                 Intercompany eliminations                  (22)           (20)
                                                    --------------- ---------------
           Total gross profit                           $61,823        $59,881            3.2%
                                                    =============== ===============
                                                           39.1%          41.1%
                                                    =============== ===============


                                                                               
                                                               Three Months Ended
                                                    --------------------------------------------
                                                     September 28,   September 30,
           EBITDA(**)                                   2008            2007          % Change
                                                    --------------- ---------------  -----------
                                                                    (In thousands)
           Category Contribution Margin:
                 1-800-Flowers.com Consumer Floral      $10,742        $11,945          (10.1%)
                 BloomNet Wire Service                    4,419          2,564           72.3%
                 Gourmet Food & Gift Baskets               (891)        (1,855)          52.0%
                 Home & Children's Gifts                 (2,206)        (2,296)           3.9%
                                                    --------------- ---------------
           Category Contribution Margin Subtotal         12,064         10,358           16.5%
                 Corporate (*)                          (14,075)       (13,709)          (2.7%)
                                                    --------------- ---------------
           EBITDA                                       ($2,011)       ($3,351)          40.0%
                                                    =============== ===============

(*)  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 the interest coverage ratio and consolidated leverage ratio. 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.
                                       14

  Reconciliation of Net Loss to EBITDA:


                                                                       
                                                            Three Months Ended
                                                      ------------------------------
                                                       September 28,  September 30,
                                                           2008             2007
                                                      -------------- ---------------

         Net loss                                         ($5,304)       ($5,790)
         Add:
          Interest expense                                  1,159          1,545
          Depreciation and amortization                     5,688          4,870

         Less:
          Income tax benefit                                3,449          3,780
          Interest income                                      96            178
          Other income                                          9             18
                                                      -------------- ---------------
         EBITDA                                           ($2,011)       ($3,351)
                                                      ============== ===============



Results of Operations


                                                                        
                                                        Three Months Ended
                                             -------------------------------------------
                                              September 28, September 30,
                                                  2008          2007         % Change
                                             -------------- -------------- -------------
                                                           (in thousands)
        Net revenues:
         E-commerce                             $107,749        $114,503         5.9%
            Other                                 50,284          31,307        60.6%
                                             -------------- --------------
        Total net revenues                      $158,033        $145,810         8.4%
                                             ============== ==============


The Company's revenue growth of 8.4% during the three months ended September 28,
2008 was  attributable to growth within the: (i) BloomNet Wire Service  category
which  increased 58.9% over the prior year period due in part to the acquisition
of Napco  Marketing Corp.  (Napco),  a wholesaler of floral  hardgoods,  in July
2008, and the (ii) Gourmet Food & Gift Basket  category,  which  increased 60.5%
over the prior  year  period,  due to the  acquisition  of  DesignPac  Gifts LLC
(DesignPac),  a wholesaler  of gift  baskets,  in April 2008.  Organic  revenue,
including post  acquisition  growth of DesignPac and Napco, and adjusted for the
transition  of  Company-owned  retail stores to franchise  operations,  declined
approximately 3.0% during the quarter,  reflecting the soft economic environment
and its impact on consumer spending.

The Company  fulfilled  approximately  1,553,000  orders  through its E-commerce
sales  channels  (online and  telephonic  sales)  during the three  months ended
September 28, 2008, a decrease of 6.1% over the prior year period. The Company's
E-commerce  average  order  value of $69.37 was  consistent  with the prior year
period. Other revenues, for the three months ended September 28, 2008, increased
in comparison to the same period of the prior year, primarily as a result of the
Company's  recent  acquisitions  of Napco and DesignPac as previously  mentioned
above.

The  1-800-Flowers.com  Consumer Floral category  includes the operations of the
1-800-Flowers  brand 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 28,
2008 decreased by 4.7% over the prior year period, due to lower order volume due
to the soft economic  environment,  combined  with the  continued  transition of
Company  owned  retail  stores  to  franchise  operations,  offset  in part by a
slightly higher average order value,  which increased 1.6% to $66.09 as a result
of product mix and service and delivery charge increases.

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  28, 2008  increased by 58.9% over the prior year
period,  primarily  as a result  of the  incremental  revenue  generated  by the
acquisition  of Napco in July 2008,  and continued  strong organic growth within
the  category  as a result of market  share  improvements,  as well as  expanded
product and service offerings and pricing initiatives.


                                       15

The Gourmet Food & Gift Basket category  includes the operations of the Cheryl &
Co.,  Fannie May, The Popcorn  Factory,  The  Winetasting  Network and DesignPac
brands.  Revenue is  derived  from the sale of  cookies,  baked  gifts,  premium
chocolates and confections, gourmet popcorn, wine gifts and gift baskets 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 28,
2008  increased  by  60.5%  over  the  prior  year  period  as a  result  of the
acquisition of DesignPac in April 2008.

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) and company-owned and operated retail stores under
the Plow & Hearth brand. Net revenue during the three months ended September 28,
2008 decreased by 8.7% over the prior year period as a result of lower order
volume from its E-commerce sales channel, due to a planned reduction in catalog
circulation designed to improve category contribution and lower retail store
sales due to a decline in customer traffic.

In terms of revenue growth for fiscal 2009, while the Company has good
visibility into anticipated revenue contributions from its recent acquisitions,
as well as the continued market share growth in the BloomNet Wire Service
business, the Company believes that consumers are under significant pressure to
be more cautious in their spending as they head into the key holiday shopping
period. Reflecting these factors, the Company believes that revenue growth
during fiscal 2009 will be in the range of 5 to 7 percent.

Gross Profit

                                               Three Months Ended
                                  ----------------------------------------------
                                    September 28,    September 30,
                                       2008              2007         % Change
                                  ----------------  --------------- ------------
                                                    (In thousands)

        Gross profit                  $61,823          $59,881         3.2%
        Gross margin %                   39.1%            41.1%


Gross profit  increased  during the three months ended  September  28, 2008,  in
comparison  to the same period of the prior year,  primarily  as a result of the
revenue   attributable  to  the  acquisitions   described  above.  Gross  margin
percentage  during the three months ended September 28, 2008 decreased 200 basis
points,  primarily as a result of the impact of the wholesale margins associated
with the DesignPac acquisition, as well as higher year-over-year fuel surcharges
from third party shippers.

The  1-800-Flowers.com  Consumer  Floral  category gross profit and gross profit
margin  percentage  decreased by 7.0% and 90 basis  points,  respectively,  as a
result of a reduction  in sales  volume due to softening  consumer  demand,  and
promotional pricing and higher fuel surcharges on direct-ship  products from the
Company's third-party shipping vendors.

The BloomNet  Wire  Service  category  gross profit  increased by 48.7% over the
prior  year  period as a result  of the  aforementioned  revenue  from the Napco
acquisition  in July 2008, as well as increased  revenue  resulting  from market
share gains and expanded products and service offerings and pricing initiatives.
Gross profit margins  during the three months ended  September 28, 2008 declined
in  comparison  to the prior year as a result of  product  mix,  reflecting  the
impact of the wholesale margins associated with the Napco product line.

The Gourmet Food & Gift Basket category gross profit increased by 26.7% over the
prior year  period as a result of the  incremental  gross  profit  generated  by
DesignPac, acquired in April 2008, which also had the effect of decreasing gross
margin  percentage  during  the  quarter,  as  DesignPac  products  carry  lower
wholesale margins.

The Home &  Children's  Gift  category  gross  profit for the three months ended
September  28, 2008  decreased by 5.7% over the prior year period as a result of
the  aforementioned  revenue  decline,  offset in part by a higher  gross margin
percentage  which  increased  130 basis  points to 42.6%,  due to  sourcing  and
shipping initiatives.

During fiscal year 2009, the Company  expects its gross margin  percentage  will
decline  slightly as a result of the  acquisition of DesignPac,  which carries a
lower wholesale gross margin,  but a strong overall  contribution  margin due to
its  efficient  high volume  packaging  and  distribution  operations.  This mix

                                       16

decline  is  expected  to  be  partially  offset  by  anticipated  gross  margin
improvements in most of its existing businesses through a combination of product
sourcing, fulfillment improvements and pricing initiatives.


Marketing and Sales Expense

                                               Three Months Ended
                                  ----------------------------------------------
                                    September 28,    September 30,
                                       2008              2007         % Change
                                  ----------------  --------------- ------------
                                                    (In thousands)

        Marketing and sales           $42,648           $42,779         -0.3%
        Percentage of net revenues       27.0%             29.3%


During the three months ended  September  28, 2008,  marketing and sales expense
was  consistent  with the prior  year  period,  and  declined  from 29.3% of net
revenues to 27.0% of net revenues,  as a result of improved  operating  leverage
from a  number  of  cost-saving  initiatives,  including  catalog  printing  and
co-mailing, and planned reductions in customer prospecting and advertising which
were not  expected to  generate  sufficient  returns  during this period of soft
consumer  demand.  During the three months ended  September 28, 2008 the Company
added  approximately  406,000 new E-commerce  customers.  Of the 1,279,000 total
customers who placed  E-commerce  orders during the three months ended September
28, 2008, approximately 64% were repeat customers,  compared to 61.9% 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 2009,  the Company  expects that  marketing and sales expense will
continue to decrease as a percentage  of net revenue in  comparison to the prior
years,  in part due to the  acquisition  of  DesignPac  which,  as noted  above,
carries a lower wholesale gross margin, but a strong overall contribution margin
due to its  cost  efficient,  high  volume  product  assembly  and  distribution
operations,  as well as Company  initiatives  which will gain  further  leverage
within existing operations.

Technology and Development Expense

                                               Three Months Ended
                                  ----------------------------------------------
                                    September 28,    September 30,
                                       2008              2007         % Change
                                  ----------------  --------------- ------------
                                                    (In thousands)

       Technology and development      $5,670          $5,235           8.3%
       Percentage of net revenues         3.6%            3.6%


During the three  months ended  September  28, 2008,  although  consistent  as a
percentage of net revenue,  technology and development expense increased 8.3% in
comparison  to the  prior  year  period  as a result  of  increased  labor  cost
necessary to support the Company's technology  platform,  as well as incremental
technology and integration  costs  associated with the acquisitions of DesignPac
and Napco.  During the three  months  ended  September  28,  2008,  the  Company
expended $11.6 million on technology and development,  of which $5.9 million has
been capitalized.

The Company believes that continued  investment in technology and development is
critical to attaining its strategic objectives, and as such, the Company expects
that its spending for the fiscal 2009 will be consistent, as a percentage of net
revenues, with the prior year.

General and Administrative Expense

                                               Three Months Ended
                                  ----------------------------------------------
                                    September 28,    September 30,
                                       2008              2007         % Change
                                  ----------------  --------------- ------------
                                                    (In thousands)

       General and administrative      $15,516         $15,218          2.0%
       Percentage of net revenues          9.8%           10.4%

                                       17

General and administrative expense increased 2.0% during the three months ended
September 28, 2008, but declined by 60 basis points as a percentage of net
revenues in comparison to the prior year, due to the incremental expenses of
DesignPac and Napco, offset in part by cost reduction initiatives.

Although the Company believes that its current general and administrative
infrastructure is sufficient to support existing requirements and drive
operating leverage, the Company expects that its fiscal 2009 general and
administrative expenses will be consistent, as a percentage of net revenue, with
fiscal 2008.

Depreciation and Amortization Expense

                                                   Three Months Ended
                                      ------------------------------------------
                                       September 28,   September 30,
                                           2008            2007        % Change
                                      --------------  --------------- ----------
                                                    (In thousands)

       Depreciation and amortization     $5,688         $4,870           16.8%
       Percentage of net revenues           3.6%           3.3%


Depreciation and amortization expense increased by 16.8% during the three months
ended September 28, 2008 in comparison to the prior year as a result of capital
additions for technology platform improvements and the incremental amortization
related to the intangibles established as a result of the acquisition of
DesignPac in April 2008.

The Company believes that continued investment in its infrastructure,  primarily
in the areas of technology  and  development,  including the  improvement of the
technology  platforms are critical to attaining its strategic  objectives.  As a
result  of  these  improvements,   and  the  increase  in  amortization  expense
associated with intangibles established as a result of recent acquisitions,  the
Company  expects that  depreciation  and  amortization  for the fiscal 2009 will
increase  slightly as a percentage  of net revenues in  comparison  to the prior
year.

Other Income (Expense)

                                               Three Months Ended
                                  ----------------------------------------------
                                    September 28,    September 30,
                                       2008              2007         % Change
                                  ----------------  --------------- ------------
                                                    (In thousands)

       Interest income                     $96            $178          (46.1%)
       Interest expense                 (1,159)         (1,545)          25.0%
       Other                                 9              18           50.0%
                                  -------------- ---------------
                                       ($1,054)        ($1,349)          21.9%
                                  ============== ===============

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.

Net borrowing  costs declined  during the three months ended September 28, 2008,
in  comparison  to the prior year  period,  primarily  as a result of  declining
interest rates.

On August 28,  2008,  the  Company  entered  into a $293.0  million  Amended and
Restated  Credit  Agreement  with JPMorgan Chase Bank,  N.A., as  administrative
agent,  and a group of lenders  (the "2008  Credit  Facility").  The 2008 Credit
Facility  provides for  borrowings  of up to $293.0  million,  including:  (i) a
$165.0 million revolving credit commitment,  (ii) $60.0 million of new term loan
debt,  and (iii) $68.0  million of existing term loan debt  associated  with the
Company's  2006  Credit  Facility.  Outstanding  amounts  under the 2008  Credit
Facility will bear interest at the Company's option at either:  (i) LIBOR plus a
defined  margin,  or (ii)  the  agent  bank's  prime  rate  plus a  margin.  The
applicable  margins for the Company's  existing  term loan and revolving  credit
facility  will range from 1.50% to 2.50% for LIBOR  loans and 0.50% to 1.50% for
base rate loans,  and the Company's new term loan will range from 2.00% to 3.00%
for LIBOR  loans  and  1.00%  to  2.00%  for  base rate  loans in each case with
pricing based upon the Company's  leverage  ratio. At closing of the 2008 Credit
Facility,  the Company  utilized  the  proceeds of the new term loan to pay down
amounts outstanding under its previous revolving credit facility.

                                       18

Income Taxes

During the three months ended  September 28, 2008 and  September  30, 2007,  the
Company  recorded  an income  tax  benefit  of $3.4  million  and $3.8  million,
respectively.  The  Company's  effective  tax rates for the three  months  ended
September  28, 2008 and  September  30, 2007 was 39.4% and 39.5%,  respectively.
These  effective  rates  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  28,  2008,  the  Company had  working  capital of $65.3  million,
including cash and  equivalents of $3.5 million,  compared to working capital of
$33.4  million,  including cash and  equivalents  of $12.1 million,  at June 29,
2008.

Net cash used in  operating  activities  of $67.1  million for the three  months
ended  September 28, 2008 was primarily  attributable  to the Company's net loss
and seasonal changes in working capital,  including  increases in inventory (due
primarily  to  the  recently  acquired  DesignPac  business),   receivables  and
prepaids,  consisting  primarily of prepaid catalog production costs,  offset in
part by higher  accounts  payables  and  accrued  expenses  associated  with the
aforementioned inventory purchases.

Net cash used in  investing  activities  of $16.3  million for the three  months
ended  September  28,  2008 was  primarily  attributable  capital  expenditures,
primarily related to the Company's  technology and distribution  infrastructure,
and the  acquisition of Napco in July 2008. The purchase price of  approximately
$10.9  million,  includes an up-front cash payment of $9.3 million,  net of cash
acquired, and potential "earn-out" incentives, which amount to a maximum of $1.6
million  through the years ending July 2, 2012,  upon  achievement  of specified
performance targets.

Net cash provided by financing  activities of $74.8 million for the three months
ended  September  28,  2008 was  primarily  from  bank  borrowings  used to fund
seasonal operating losses and working capital requirements, net of the repayment
of bank borrowings on outstanding debt and long-term capital lease  obligations,
as well as debt issuance costs related to the Company's 2008 Credit Facility.

In order to fund the increase in working  capital  requirements  associated with
DesignPac, and to provide operating flexibility, on August 28, 2008, the Company
entered  into a $293.0  million  Amended  and  Restated  Credit  Agreement  with
JPMorgan Chase Bank, N.A., as administrative  agent, and a group of lenders (the
"2008 Credit Facility").  The 2008 Credit Facility provides for borrowings of up
to $293.0 million,  including: (i) a $165.0 million revolving credit commitment,
(ii) $60.0  million of new term loan debt,  and (iii) $68.0  million of existing
term  loan  debt  associated  with  the  Company's   previous  credit  facility.
Outstanding  amounts  under the 2008 Credit  Facility  will bear interest at the
Company's option at either:  (i) LIBOR plus a defined margin,  or (ii) the agent
bank's  prime  rate plus a margin.  The  applicable  margins  for the  Company's
existing term loan and revolving  credit facility will range from 1.50% to 2.50%
for LIBOR loans and 0.50% to 1.50% for base rate loans,  and the  Company's  new
term loan will range from 2.00% to 3.00% for LIBOR loans and 1.00% to 2.00% for
base rate  loans in each case with  pricing  based upon the  Company's  leverage
ratio. At closing of the 2008 Credit Facility, the Company utilized the proceeds
of the  new  term  loan to pay  down  amounts  outstanding  under  its  previous
revolving credit facility.  The repayment terms of the existing term loan remain
unchanged,  while the new term loan is required to be repaid in equal  quarterly
installments  of $3.0  million  beginning  in  December  2008,  with  the  final
installment payment due on August 28, 2013.

At September 28, 2008,  the Company had borrowed $20 million under its revolving
credit  facility to fund working  capital  requirements  related to  pre-holiday
manufacturing  and  inventory  purchases.  The  Company  anticipates  that  such
borrowings will peak during its fiscal second quarter, before being repaid prior
to the end of that quarter.

On January 21, 2008, the Company's Board of Directors  authorized an increase to
its stock  repurchase  plan  which,  when  added to the funds  remaining  on its
earlier  authorization,  increased the amount  available for repurchase to $15.0
million.  Any such purchases  could be made from time to time in the open market
and  through  privately  negotiated  transactions,  subject  to  general  market
conditions. The repurchase program will be financed utilizing available cash. As
of September 28, 2008, $14.0 million remains authorized but unused.





                                       19


At September 28, 2008, 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         168,912             50,899          63,367          54,646                   $-
Capital lease obligations                       55                 13              25              17                    -
Operating lease obligations                 68,029              9,533          19,185          15,434               23,877
Sublease obligations                         8,007              2,037           3,404           1,625                  941
Marketing Agreement                         12,638              2,638          10,000
Purchase commitments (*)                    46,016             46,016               -               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                $303,657           $111,136         $95,981         $71,722              $24,818
                                        ===========    ===============    ============   =============     ================


(*) 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.

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/wholesale) 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  products  and service  offerings to florists.
Membership fees are recognized  monthly in the period earned, and products sales
are recognized upon product 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.

                                       20

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

Capitalized Software

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

Stock-based Compensation

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

Income Taxes

The Company  has  established  deferred  income tax assets and  liabilities  for
temporary  differences  between the financial reporting bases and the income tax
bases of its  assets and  liabilities  at enacted  tax rates  expected  to be in
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.

It is the  Company's  policy to provide  for  uncertain  tax  positions  and the
related interest and penalties based upon  management's  assessment of whether a
tax benefit is  more-likely-than-not  to be sustained upon examination by taxing
authorities.  To the extent  that the  Company  prevails  in matters for which a
liability for an  unrecognized  tax benefit is established or is required to pay
amounts in excess of the liability,  the Company's effective tax rate in a given
financial statement period may be affected.

Recent Accounting Pronouncements

In  December  2007,  the FASB  issued  Statement  No. 141  (Revised),  "Business
Combinations"  ("SFAS No.  141R") and SFAS 160,  "Non-controlling  Interests  in
Consolidated  Financial  Statements  ("SFAS  160").  SFAS No.  141R and SFAS 160
revise the method of accounting for a number of aspects of business combinations
and  non-controlling  interests,   including  acquisition  costs,  contingencies
(including  contingent assets,  contingent  liabilities and contingent  purchase
price), the impacts of partial and step-acquisitions (including the valuation of
net  assets  attributable  to  non-acquired   minority   interests),   and  post
acquisition exit activities of acquired businesses.  SFAS 141R and SFAS 160 will
be effective for the Company during the fiscal year beginning June 29, 2009. The
Company  cannot  anticipate  whether  the  adoption of SFAS No. 141R will have a
material  impact on its  results of  operations  and financial  condition as the
impact is solely dependent on the terms of any business combination entered into
by the Company after June 29, 2009.

On April 25,  2008,  the FASB  issued  FASB  Staff  Position  (FSP)  FAS  142-3,
"Determination  of the Useful Life of  Intangible  Assets."  This FSP amends the
factors that should be considered in developing renewal or extension assumptions
used to determine  the useful life of a recognized  intangible  asset under SFAS
No. 142, "Goodwill and Other Intangible Assets," or SFAS 142. The intent of this
FSP is to  improve  the  consistency  between  the useful  life of a  recognized
intangible  asset under SFAS 142 and the period of  expected  cash flows used to
measure the fair value of the asset under SFAS 141R and other generally accepted
accounting principles. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early adoption is prohibited.  The Company is currently evaluating
the  impact,  if any,  that this FSP will  have on its  results  of  operations,
financial position or cash flows.
                                       21


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; and
        o   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.

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 June
29, 2008 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  and  investment   grade  corporate  and  U.S.   government
securities,  as well as from  outstanding  debt. As of September  28, 2008,  the
Company's  outstanding debt,  including current maturities,  approximated $144.9
million,  of which $144.8  million was variable  rate debt.  Each 25 basis point
change in  interest  rates  would have a  corresponding  effect on our  interest
expense of  approximately  $0.1 million during the three months ended  September
28, 2008.  Under its current  policies,  the Company does not use interest  rate
derivative instruments to manage exposure to interest rate changes.

                                       22



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 28, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.






















                                       23


PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. 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.

The Risk Factor  presented  below  should be read in  conjunction  with the risk
factors and information disclosed in our Annual Report on Form 10-K for the year
ended June 29, 2008.

The  financial  and  credit   markets  have  been  and  continue  to  experience
unprecedented  disruption,  which may have an adverse  effect on our  customer's
spending patterns and in turn our business,  financial  condition and results of
operations.

Consumer  spending  patterns are  difficult to predict and are  sensitive to the
general economic climate,  the consumer's level of disposable  income,  consumer
debt,  and overall  consumer  confidence.  The ongoing global  financial  crisis
affecting the banking  system and financial  markets has resulted in a low level
of consumer  confidence.  In recent weeks,  the volatility and disruption in the
financial markets have reached unprecedented levels. This financial crisis could
impact our business in a number of ways. Included among these potential negative
impacts are  reduced  demand and lower  prices for our  products  and  services.
Declines in consumer  spending  could  reduce our  revenues,  gross  margins and
earnings.  We are currently  operating in challenging  macroeconomic  conditions
which have  continued  into the second quarter of fiscal 2009 and we believe may
continue during the remainder of fiscal 2009.


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

The Company had no  purchases  of common  stock  during the three  months  ended
September 28, 2008 which includes the period June 30, 2008 through September 28,
2008.

On January 21, 2008, the Company's Board of Directors  authorized an increase to
its stock repurchase plan which, when added to the $8.7 million remaining on its
earlier  authorization,  increased the amount  available for repurchase to $15.0
million.  Any such purchases  could be made from time to time in the open market
and  through  privately  negotiated  transactions,  subject  to  general  market
conditions. The repurchase program will be financed utilizing available cash. As
of September 28, 2008, $14.0 remains authorized but unused.

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

             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.














                                       24



                                   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 7, 2008                        /s/ James F. McCann
--------------------------                   ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer and
                                             Chairman of the Board of Directors





Date: November 7, 2008                        /s/ William E. Shea
---------------------------                  -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration and
                                             Chief Financial Officer












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