SC 13G 1flowers.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* 1-800-FLOWERS.COM INC (Name of Issuer) CLASS A Common Stock (Title of Class of Securities) 68243Q106 (Cusip Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP No. 68243Q106 Page 2 of 6 Pages 1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS O'Shaughnessy Asset Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,383,940 6. SHARED VOTING POWER -- 7. SOLE DISPOSITIVE POWER 2,383,940 8. SHARED DISPOSITIVE POWER -- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,383,940 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.12% 12. TYPE OF REPORTING PERSON* IA CUSIP No. 68243Q106 Page 3 of 6 Pages Item 1(a) Name of Issuer: 1-800-FLOWERS.COM INC (b) Address of Issuer's Principal Executive Offices 1600 STEWART AVE WESTBURY, NEW YORK 11590 Item 2(a) Name of Person Filing: O'Shaughnessy Asset Management, LLC (b) Address of Principal Business Office or, if none, Residence: 6 Suburban Avenue Stamford, CT 06901 (c) Citizenship: Delaware (d) Title of Class of Securities: CLASS A Common Stock (e) CUSIP Number: 68243Q106 Item 3: Capacity in Which Person is Filing: [x] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. CUSIP No. 68243Q106 Page 4 of 6 Pages Item 4: Ownership: As of December 31, 2007: (a) Amount Beneficially Owned: 2,383,940 (b) Percent of class: 9.12% (c) Number of shares to which such person has: (i) Sole power to vote or to direct the vote: 2,383,940 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: 2,383,940 (iv) Shared power to dispose or to direct the disposition of: Item 5: Ownership of Five Percent of Less of Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] Not applicable CUSIP No. 68243Q106 Page 5 of 6 Pages Item 6: Ownership of More than Five Percent on Behalf of Another Person: All of the shares of Common Stock set forth in Item 4 are owned by various investment advisory clients of O'Shaughnessy Asset Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares for its clients and its ability to vote such shares. In all cases, persons other than O'Shaughnessy Asset Management, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the class. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8: Identification and Classification of Members of the Group: Not applicable Item 9: Notice of Dissolution of Group: Not applicable CUSIP No. 68243Q106 Page 6 of 6 Pages Item 10: Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. O'Shaughnessy Asset Management, LLC By: /s/ Raymond Amoroso, III, Esq. Raymond Amoroso, III, Esq. Chief Compliance Officer Date: 2/8/08