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

                                    FORM 10-K

             X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 3, 2005

                                       or

          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-26841

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

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

                  1600 Stewart Avenue, Westbury, New York 11590
                  ---------------------------------------------
               (Address of principal executive offices)(Zip code)

       Registrant's telephone number, including area code: (516) 237-6000
        Securities registered pursuant to Section 12(b) of the Act: None
                    Securities registered pursuant to Section
                               12(g) of the Act:
                      Class A common stock, $0.01 par value
                                (Title of class)

     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act): Yes |X| No |_|
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 aggregate market value of voting common stock held by  non-affiliates of the
Registrant,  based on the closing  price of the Class A common stock on December
23,  2004  as  reported  on  the  Nasdaq  National  Market,   was  approximately
$211,778,000.  Shares of common  stock held by each  officer and director and by
each  person  who owns 5% or more of the  outstanding  common  stock  have  been
excluded  from  this  computation  in that  such  persons  may be  deemed  to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive  determination  for other purposes.  The Registrant does not have any
non-voting common equity outstanding.

                                      28,293,229
 (Number of shares of class A common stock outstanding as of September 8, 2005)

                                      36,864,465
 (Number of shares of class B common stock outstanding as of September 8, 2005)

                      DOCUMENTS INCORPORATED BY REFERENCE:
   Portions of the Registrant's Definitive Proxy Statement for the 2005 Annual
                     Meeting of Stockholders (the Definitive
               Proxy Statement) are incorporated by reference into
                            Part III of this Report.





                             1-800-FLOWERS.COM, INC.

                                    FORM 10-K
                     For the fiscal year ended July 3, 2005

                                      INDEX


PART I
  Item 1.    Business                                                          1

  Item 2.    Properties                                                       23

  Item 3.    Legal Proceedings                                                23

  Item 4.    Submission of Matters to a Vote of Security Holders              23

PART II
  Item 5.    Market for Registrant's Common Equity and Related Stockholder
             Matters and Issuer Purchases of Equity Securities                26

  Item 6.    Selected Financial Data                                          28

  Item 7.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                        30

  Item 7A.   Quantitative and Qualitative Disclosures about Market Risk       40

  Item 8.    Financial Statements and Supplementary Data                      41

  Item 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                         41

  Item 9A.   Controls and Procedures                                          41

  Item 9B.   Other Information                                                44

PART III
  Item 10.   Directors and Executive Officers of the Registrant               45

  Item 11.   Executive Compensation                                           45

  Item 12.   Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  45

  Item 13.   Certain Relationships and Related Transactions                   45

  Item 14.   Principal Accounting Fees and Services                           45

Part IV

  Item 15.   Exhibits and Financial Statement Schedules                       46


  Signatures                                                                  48





                                     PART I

THIS REPORT CONTAINS  FORWARD-LOOKING  STATEMENTS BASED ON THE COMPANY'S CURRENT
EXPECTATIONS,  ASSUMPTIONS,  ESTIMATES AND PROJECTIONS ABOUT  1-800-FLOWERS.COM,
INC.  AND ITS  INDUSTRY.  THESE  FORWARD-LOOKING  STATEMENTS  INVOLVE  RISKS AND
UNCERTAINTIES.  THE COMPANY'S ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE
ANTICIPATED IN SUCH  FORWARD-LOOKING  STATEMENTS AS A RESULT OF CERTAIN FACTORS,
AS MORE FULLY  DESCRIBED  ELSEWHERE IN THIS REPORT.  THE COMPANY  UNDERTAKES  NO
OBLIGATION TO UPDATE  PUBLICLY ANY  FORWARD-LOOKING  STATEMENTS  FOR ANY REASON,
EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

Item 1. BUSINESS

The Company

For more than 25 years, 1-800-FLOWERS.COM  Inc. - "Your Florist of Choice(sm)" -
has been  providing  customers  across the nation with the freshest  flowers and
finest selection of plants,  gift baskets,  gourmet foods and  confections,  and
plush stuffed animals perfect for every  occasion.  1-800-FLOWERS.COM(R)  offers
the best of both worlds: exquisite,  florist-designed  arrangements individually
created by some of the nation's top floral artists and  hand-delivered  the same
day, and spectacular flowers delivered through its Fresh From Our Growers(sm)
program.

Customers can shop 1-800-FLOWERS.COM 24 hours a day, 7 days a week via the phone
or  Internet   (1-800-356-9377   or   www.1800flowers.com)   or  by  visiting  a
Company-operated or franchised store. Gift advisors are available 24/7, and fast
and  reliable  delivery is offered  same day,  any day.  As always,  100 percent
satisfaction and freshness is guaranteed.  The  1-800-FLOWERS.COM  collection of
brands also  includes  home decor and garden  merchandise  from Plow & Hearth(R)
(1-800-627-1712 or www.plowandhearth.com);  premium popcorn and specialty treats
from  The  Popcorn  Factory(R)  (1-800-541-2676  or  www.thepopcornfactory.com);
exceptional  cookies  and baked  gifts  from  Cheryl&Co.(R)  (1-800-443-8124  or
www.cherylandco.com);  gourmet foods from  GreatFood.com(R) (www.greatfood.com);
children's  gifts from  HearthSong(R)  (www.hearthsong.com)  and Magic  Cabin(R)
(www.magiccabin.com)   and   wine   gifts   from  The   Winetasting   Network(R)
(www.ambrosiawine.com and www.winetasting.com). 1-800-FLOWERS.COM, Inc. stock is
traded on the NASDAQ market under ticker symbol FLWS.

References  in this Annual  Report on Form 10-K to  "1-800-FLOWERS.COM"  and the
"Company" refer to 1-800-FLOWERS.COM,  Inc. and its subsidiaries.  The Company's
principal offices are located at 1600 Stewart Avenue,  Westbury, New York, 11590
and its telephone number at that location is (516) 237-6000.

The Origins of 1-800-FLOWERS.COM

The Company's  operations  began in 1976 when James F. McCann,  its Chairman and
Chief  Executive  Officer,  acquired a single  retail  florist in New York City,
which he  subsequently  expanded to a 14-store  chain.  Thereafter,  the Company
modified  its  business  strategy to take  advantage  of the rapid  emergence of
toll-free calling. The Company acquired the right to use the toll-free telephone
number  1-800-FLOWERS,  adopted  it as  its  corporate  identity  and  began  to
aggressively  build a national brand around it. The Company  believes it was one
of the first companies to embrace this new way of conducting business.

To support the growth of its toll-free business and to provide superior customer
service, the Company developed an operating infrastructure that incorporated the
best available technologies.  Over time, the Company implemented a sophisticated

                                       1


transaction   processing   system  that   facilitated   rapid  order  entry  and
fulfillment, an advanced telecommunications system and multiple customer service
centers to handle increasing call volume.

To enable the Company to deliver products  reliably  nationwide on a same-day or
next-day basis and to market  pre-selected,  high-quality  floral products,  the
Company created  BloomNet(R),  a nationwide network including  independent local
florists selected for their high-quality products, superior customer service and
order fulfillment and delivery capabilities.

In the early 1990s,  the Company  recognized  the emergence of the Internet as a
significant  strategic  opportunity  and moved  aggressively to embrace this new
medium.  By taking advantage of investments in its  infrastructure,  the Company
was able to quickly develop and implement an online presence.  As a result,  the
Company  was one of the  first  companies  to  market  products  online  through
CompuServe  beginning in 1992 and AOL beginning in 1994 (keyword:  flowers).  In
April  1995,  the  Company  opened  its fully  functional,  e-commerce  Web site
(www.1800flowers.com) and subsequently entered into strategic relationships with
AOL, Yahoo! and Microsoft,  among others, to build its online brand and customer
base.

The Company's  online  presence has enabled it to expand the number and types of
products it can  effectively  offer.  As a result,  the  Company  has  developed
relationships  with  customers  who  purchase  products  not  only  for  gifting
occasions  but also for  everyday  consumption.  Since  1995,  the  Company  has
broadened  its product  offerings of flowers,  gourmet foods and gifts by adding
complementary home and garden merchandise  through its April 1998 acquisition of
Plow & Hearth, as well as unique and educational  children's toys and games when
it acquired the  HearthSong and Magic Cabin product lines in June 2001. In order
to further expand its food, wine and gift baskets category, the Company acquired
GreatFood.com in November 1999, purchased selected assets of The Popcorn Factory
in May 2002,  adding premium  popcorn and specialty snack foods to the Company's
product   offerings,   acquired  The  Winetasting   Network  in  November  2004,
introducing wine gifts to complement it's floral and gourmet offerings, and most
recently,  in March 2005, acquired Cheryl & Co., providing our customers with an
exceptional offering of cookies and related baked products.

The Company's Strategy

1-800-FLOWERS.COM's  objective is to become the leading  authority of thoughtful
gifting, to serve an expanding range of our customers celebratory needs, thereby
helping our  customers  connect with the  important  people in their lives.  The
Company will continue to build on the trusted  relationships  with our customers
by providing  them with ease of access,  tasteful  and  appropriate  gifts,  and
superior  service.  The key elements of its  strategy to achieve this  objective
are:

Opportunistically Grow the Company's Brands.

The Company believes that 1-800-FLOWERS.COM is one of the most recognized brands
in the floral and gift  industry.  The  strength  of its brand has  enabled  the
Company  to extend  its  product  offerings  beyond  the  floral  category  into
complementary  products,  which include home and garden merchandise,  children's
toys and  games,  gourmet  popcorn,  cookies  and  related  baked and snack food
products,  as well as wine gifts,  many of which can be combined  into  giftable
baskets.  This extension of product offerings through its brands has enabled the
Company to increase the number of purchases by existing  customers who have come
to trust  the  1-800-FLOWERS.COM  brand,  as well as  continue  to  attract  new
customers.

The Company believes its brands are characterized by:

     o  Convenience. All  of the  Company's product offerings can  be purchased

                                       2


        either  via the  web, or via  the Company's toll-free telephone numbers,
        24  hours a day, seven  days a  week, for  those customers who prefer  a
        personal gift advisor  to assist them. The Company offers  a variety  of
        delivery  options, including same-day or next-day service throughout the
        world.
     o  Quality. High-quality products are  critical to  the Company's continued
        brand strength and  are integral to the brand loyalty  that it has built
        over the years. The Company  offers its  customers  a 100%  satisfaction
        guarantee on all of its products.
     o  Delivery.   The  Company   has  developed  a  market-proven  fulfillment
        infrastructure   that  allows  delivery  on  a  same-day,  next-day  and
        any-day  basis.  Key  to  the Company's  fulfillment  capability  is  an
        innovative  "hybrid" model which  combines  BloomNet(R)  (comprised  of
        independent florists operating retail flower shops and Local Fulfillment
        Fulfillment or  Design  Centers  ("LFC's"),  Company-owned  stores  and
        fulfillment  centers,  and franchise stores), with its six Company-owned
        distribution centers located in California,  Illinois,  New York, Ohio,
        and Virginia, and brand-name  vendors who ship directly to the Company's
        customers.  These  fulfillment  points  are connected  by  the Company's
        proprietary  "BloomLink(R)"  communication  system,  a secure  internet-
        based  system  through which orders and related information are
        transmitted.
    o   Selection. Over  the course of  a year, the  Company offers  over  1,800
        varieties  of fresh-cut flowers, floral  arrangements  and  plants, over
        3,900  SKUs  of  gifts, gourmet foods  and  wines,  approximately  8,600
        different products for the home and garden, including garden accessories
        and casual lifestyle furnishings, and over 6,500 unique  and educational
        toys and games.
    o   Customer  Service. The Company strives  to ensure that customer service,
        whether online, via the telephone, or in one of its retail stores is of
        the  highest  caliber.   The  Company  operates  five  customer  service
        facilities to provide  helpful  assistance on everything from  advice on
        product  selection  to the  monitoring of  the fulfillment and  delivery
        process.

The Company's goal is to make its brands synonymous with thoughtful  gifting. To
do this, the Company intends to continue to invest in its brands and acquisition
of new  customers  through the use of selective on and  off-line  media,  direct
marketing,   public  relations  and  strategic  internet  relationships,   while
capitalizing   on  the   Company's   large  and  loyal   customer  base  through
cost-effective customer retention programs.

As part of the Company's continuing effort to serve the thoughtful gifting needs
of its customers,  and leverage its business platform,  where  appropriate,  the
Company   intends  to  market   other   high-quality   brands  in   addition  to
1-800-FLOWERS.COM.  The Company  intends to  accomplish  this  through  internal
development,    co-branding   arrangements,   strategic   relationships   and/or
acquisitions  of  complementary  businesses.  In keeping with this strategy,  in
March 2005, the Company acquired Cheryl&Co.,  a manufacturer and direct marketer
of premium  cookies and  related  baked gift items,  and in November  2004,  the
Company acquired The Winetasting  Network, a distributor and  direct-to-consumer
marketer of wine.  These  acquisitions,  when combined with The Popcorn  Factory
product  line,  acquired  in May 2002,  have  enabled  the Company to more fully
develop its food,  wine and gift baskets  product line. In June 2001 the Company
acquired  The  Children's  Group,   including  its  two  brands  of  unique  and
educational  children's  toys and games,  HearthSong and Magic Cabin.  In fiscal
2000 the Company  acquired  GreatFood.com,  an online retailer of gourmet foods,
and in 1998, the Company acquired Plow & Hearth, a direct marketer of home decor
and garden merchandise.  As a complement to the Company's own brands and product
lines,  the  Company  has  formed  relationships  with  Lenox(R),  Waterford(R),
Swarovski(R),  Godiva(R),  Hershey's(R),  Gund(R),  Crabtree and Evelyn(R),  and
Yankee  Candle(R),  as well as renowned  celebrity  floral artisans such as Jane
Carroll,  Julie  McCann  Mulligan  and Jane Packer,  among  others,  in order to
provide our customers with an even broader  selection of products to further its
position as a destination for all of their gifting needs.

                                       3


Differentiated and Value-Added  Product Offerings.  The Company's wide selection
of products  creates the  opportunity to have a relationship  with customers who
purchase  items  not  only for  gift-giving  occasions  but  also  for  everyday
consumption.  The Company's  merchandising team works closely with manufacturers
and suppliers to select and design its floral,  gourmet food and wine,  home and
garden  and  children's  toys,  as  well as  other  gift-related  products  that
accommodate  our  customers'  needs to  celebrate a special  occasion,  convey a
sentiment or cater to a casual lifestyle. As part of this continuing effort, the
Company  intends to continue to develop  differentiated  products and  signature
collections that our customers have embraced and come to expect from us while we
eliminate marginal performers our product offerings.

Enhance  its  Customer   Relationships.   The  Company  intends  to  deepen  its
relationship  with its customers and be their trusted  resource to fulfill their
need for  quality,  tasteful  gifts.  We plan to  encourage  more  frequent  and
extensive use of our branded Web sites, by continuing to provide product-related
content and interactive features.  The Company will also continue to improve its
customers'  shopping  experience by  personalizing  the features of its Web site
and,  in  compliance  with the  Company's  privacy  policy,  utilizing  customer
information to target product  promotions,  identify  individual and mass market
consumption  trends,  remind  customers of upcoming  occasions  and convey other
marketing messages.  In addition,  the Company plans to drive purchase frequency
improvements through the use of loyalty,  thank-you and reminder programs. As of
July 3,  2005,  the  Company's  total  database  of  unique  customers  numbered
approximately 25.0 million (12.8 million of which have transacted  business with
the Company within the past 36 months).

Through  its  Business  Gift  Services  programs,  the  Company  believes it has
significant  opportunity  to expand its  corporate  customer  base and  leverage
existing and/or develop  successful  gifting programs with corporate  customers,
many of which are included in the Fortune 1000,  such as AT&T,  Bank of America,
General Electric, IBM, JP Morgan Chase, Kraft, and Verizon, to name a few. These
programs focus on developing  and/or  strengthening  strategic  partnerships  to
develop customized and personalized  gifts for their clients and employees,  and
are also  tailored  to meet the needs of small  and  mid-sized  businesses.  The
Company helps its corporate  partners manage daily sentiment  programs,  holiday
gifting,  rewards and  recognition,  conferences  and events,  as well as client
acquisition and customer retention to support their growth strategies.

Increase  the  Number of Online  Customers.  Online  transactions  are more cost
efficient to process.  Although the Company  expects its customers to choose the
most convenient  channel  available to them at the time of their  purchase,  the
Company  expects its trend of online  growth to  continue.  In fact,  to further
increase the number of customer  orders placed through its Web site, the Company
intends to continue to:

   o further build brand awareness to drive customers directly to the Company's
     URLs;
   o actively promote its Web site through internet portals, online networks and
     search engines and affiliates;
   o aggressively market the Company's Web site in its marketing campaigns;
   o facilitate access to the Company's Web site for its corporate customers by
     implementing  direct  links from  their  internal corporate  networks,  and
     develop customized co-branded micro-sites for larger corporate partners.

Capitalize upon the Company's Technology Infrastructure. The Company believes it
has been and  continues  to be a leader in  implementing  new  technologies  and
systems to give its  customers the best possible  shopping  experience,  whether
online or over the telephone.

The Company's  online and telephonic  orders are fed directly from the Company's
secure Web sites,  or with the assistance of a gift advisor,  into a transaction
processing   system  which   captures  the  required   customer  and   recipient

                                       4


information.  The  system  then  routes  the  order to the  appropriate  Company
warehouse,  or for florist  fulfilled or drop-shipped  items selects a vendor to
fulfill  the  customer's  order  and  electronically   transmits  the  necessary
information to assure timely delivery. In addition,  the Company's gift advisors
have  electronic  access  to this  system,  enabling  them to  assist  in  order
fulfillment and subsequently track other customer and/or order information.

In prior  years,  the  Company  has  invested  heavily  in  building  a scalable
technology  platform to support the  Company's  order volume  growth,  including
in-sourcing of its Web-hosting  and disaster  recovery  systems.  In addition to
leveraging this  infrastructure  to drive cost savings,  in-sourcing has allowed
the  Company to focus  resources  on  customer  specific  projects  to ensure an
enjoyable shopping experience while providing improved operational  flexibility,
additional  capacity and system  redundancy.  The Company intends to utilize its
informational  technology expertise to improve the technology  infrastructure of
The  Winetasting  Network,  acquired in November  2004, as well as Cheryl & Co.,
acquired in March 2005, to accomodate anticipated growth.

Continue to Improve the Company's  Fulfillment  Capabilities.  A majority of the
Company's  customers'  purchases of floral and floral-related  gift products are
fulfilled by one of the Company's  BloomNet(R) members.  This allows the Company
to  deliver  its  floral  products  on a same-day  or  next-day  basis to ensure
freshness and to meet its customers' need for prompt delivery. In addition,  the
Company  is  better  positioned  to  ensure   consistent   product  quality  and
presentation and offer a greater variety of arrangements, which creates a better
experience  for  its  customers  and  gift   recipients.   The  Company  selects
BloomNet(R) members for their high-quality  products,  superior customer service
and order  fulfillment  and delivery  capabilities.  In fiscal 2001, the Company
began entering into Order  Fulfillment  Agreement(s)  with selected  BloomNet(R)
members to operate LFC's to facilitate the  fulfillment of the Company's  floral
and gift orders, improving the economics of florist fulfilled transactions,  and
improving  the Company's  ability to control  product  quality and branding.  In
addition to florist-designed  arrangements,  fulfilled by the Company's BloomNet
members,  for those  customers that prefer,  the Company  offers  direct-shipped
product through its Fresh From Our Growers  program,  all of which come with the
Company's 100% satisfaction freshness guarantee.

The  Company  fulfills  its cookie and baked  gifts from its 51,000  square foot
baking and distribution  center in Westerville,  Ohio, while its premium popcorn
and related snack  products are shipped from the Company's  148,000  square foot
manufacturing  and distribution  center located in Lake Forest,  Illinois.  Most
wine gift and  fulfillment  services are provided  through the Company's  52,000
square  foot  fulfillment  center  in Napa,  California.  The  remainder  of the
Company's gift basket, gourmet food and wine items are fulfilled through members
of BloomNet(R) or  third-party  gift vendors that ship products  directly to the
customer by next-day  or other  delivery  options  chosen by the  customer.  The
Company  selects its  third-party  gift vendors  based upon the quality of their
products, their reliability and ability to meet volume requirements. The Company
packages  and ships its home and  garden  products  primarily  from its  300,000
square foot  distribution  center located in Madison,  Virginia,  or through the
Company's 200,000 square foot distribution center in Vandalia, Ohio. Shipment of
children's   gifts  is  primarily   facilitated   through  the  Vandalia,   Ohio
distribution center.

To ensure reliable and efficient  communication of online and telephonic  orders
to  its  BloomNet(R)   members  and  third  party  gift  vendors,   the  Company
internally-developed  BloomLink(R),  a  proprietary  and  secure  internet-based
communications system. All BloomNet(R) members and third-party gift vendors have
adopted  BloomLink(R).   The  Company  also  has  the  ability  to  arrange  for
international  delivery of floral products through independent wire services and
direct relationships.

The  Company  intends  to  improve  its  fulfillment  capabilities to  make  its
operations more efficient by:

                                       5




   o  strengthening  relationships and  increasing the number of its vendors and
      BloomNet(R) member florists, as appropriate, to ensure geographic coverage
      and shorten delivery times;
   o  continuing to improve warehousing operations and reduce fulfillment times
      in  support of  its gift,  gourmet  food  and  wine, home  and garden  and
      children's product lines;
   o  expanding  the  use  of  cross-dock  logistics and  utilizing cross  brand
      fulfillment capabilities.

The Company's Products

The Company offers a wide range of products, including fresh-cut flowers, floral
arrangements and plants, gifts, popcorn, gourmet foods and wine, home and garden
merchandise and unique toys and games for children. In addition to selecting its
core products, the Company's merchandising team works closely with manufacturers
and suppliers to select and design products that meet the seasonal,  holiday and
other special needs of its customers. For the years ended July 3, 2005, June 27,
2004, and June 29, 2003, the sale of floral products  represented 52.7%,  52.2%,
and 50.5% of total combined telephonic and online net revenues, respectively.

Over the course of a year, the Company's product selection consists of:

Flowers.  The Company offers more than 1,500 varieties of fresh-cut  flowers and
floral  arrangements  for all  occasions  and  holidays,  available for same-day
delivery.  The Company  provides its customers with a choice of florist designed
products,  flowers delivered  through its "Fresh From Our Growers" program,  and
most recently, the Company expanded its successful "celebrity" gift collections,
including the unique floral creations of Jane Carroll, Julie McCann Mulligan and
Jane Packer.

Plants. The Company also offers approximately 300 varieties of popular plants to
brighten the home and/or office, and accent gardens and landscapes.

Gourmet Foods and Wines.  The Company  offers more than 800 premium  popcorn and
specialty   snack  products  from  The  Popcorn   Factory  brand,   as  well  as
approximately  800 carefully  selected  gourmet food and sweet products from the
GreatFood brand, including candies,  chocolates,  nuts, cookies, fruit, imported
cheeses and giftable  surf-and-turf  dinners.  Most recently, in March 2005, the
Company  added over 800 premium  cookies and baked gift items from Cheryl & Co.,
which are delivered in beautiful  and  innovative  gift baskets and  containers,
providing  customers with a variety of assortments to choose from; and,  through
the November 2004 acquisition of The Winetasting Network, the Company now offers
its customer more than 400 different wines,  primarily from the prestigious wine
regions in California.  Currently,  restrictions  exist in many states regarding
interstate shipment of wine. As such, these items are only available in selected
states.  Many of the  Company's  gourmet  products  can be packaged in seasonal,
occasion specific or decorative tins, fitting the "giftable"  requirement of our
individual  customers,  while also adding the  capability  to customize the tins
with corporate logos and other personalized features for the Company's corporate
customer's gifting needs.

Unique and  Specialty  Gifts.  The  Company  offers  more than  1,100  specially
selected gift items, including plush toys from Gund(R),  balloons,  bath and spa
items, candles from Yankee Candle(R),  wreaths,  ornaments,  collectibles,  home
accessories and giftware.

Home and Garden.  Through its Plow & Hearth brand,  the Company offers more than
6,800 SKUs for home,  hearth and  outdoor  living,  including  casual  lifestyle
furniture and home accessories, clothing, footwear, candles and lighting, vases,
kitchen items and accents and  approximately  1,800 gardening  items,  including
tools and  accessories,  pottery,  nature-related  products,  books and  related
products.

                                       6


Children's  Gifts.  Through the HearthSong  and Magic Cabin brands,  the Company
offers over 6,500  products,  including  environmentally  friendly  toys,  plush
stuffed animals,  crafts and books with  educational,  nature and art themes, as
well as,  natural-fiber  soft dolls,  kits and  accessories  for children ages 3
through 12.

Greetings.  Through its relationships with UPresent.com and  4YourSoul.com,  the
Company provides its customers the ability to send  personalized  electronic and
printed  greeting  cards  with  hundreds  of fun and  creative  ways to  express
emotions, offer congratulations, or just keep in touch.

The Company's Web Sites

The Company offers floral, plant, gift baskets,  gourmet foods,  candies,  plush
and   specialty   gift   products   through  its   1-800-FLOWERS.COM   Web  site
(www.1800flowers.com).  Customers can come to the Web site directly or be linked
by  one  of  the  Company's  portal  providers,   search  engine,  or  affiliate
relationships.  These include AOL (keyword:flowers),  Yahoo!, Microsoft,  Google
and Overture,  as well as thousands of its online affiliate program members. The
Company also offers home and garden products  through the Plow & Hearth Web site
(www.plowandhearth.com),    gourmet   food   products   through    GreatFood.com
(www.greatfood.com),  premium  popcorn and specialty  food products  through The
Popcorn Factory (www.thepopcornfactory.com), exceptional baked cookies and baked
gifts  from  Cheryl&Co.  (www.cherylandco.com),  children's  gifts  through  its
HearthSong  (www.hearthsong.com) and Magic Cabin (www.magiccabin.com),  and wine
gifts    from    The    Winetasting    Network     (www.ambrosiawine.com     and
www.winetasting.com) Web sites. Approximately 74% of online revenues are derived
from traffic coming directly to one of the Company's Universal Resource Locators
("URL's").

The  Company's  Web sites allow  customers  to easily  browse and  purchase  its
products,  promote brand loyalty and encourage  repeat purchases by providing an
inviting customer  experience.  The Company's Web sites offer customers detailed
product information, complete with photographs,  personalized shopping services,
contests,  sweepstakes,  floral care information,  gift-giving suggestions, home
decorating and how-to-tips and information about special events and offers.  The
Company has designed its Web sites to be fast, secure and easy to use and allows
customers to order products with minimal effort. The Company's Web sites include
the  following  key features in addition to the variety of delivery and shipping
options  (same  day/next  day)  and 24  hour/7  day  customer  service  that are
available to all its customers:

Product Search and Order  Tracking.  The Company's  websites have  sophisticated
search capabilities,  which enable customers to search for products by occasion,
category/department,  price point,  flower type,  brand or keyword.  Many of the
Company's  websites  also  features a "more  shopping"  section,  containing  an
easy-to-view  drop-down  list  and  quick-links  to  some  of the  most  popular
categories.  The Company's online order tracking capabilities allow customers to
quickly  and  easily  view the  delivery  status  of their  purchase,  while its
"Delivery  Wizard"  provides  customers  with expected  delivery  dates for each
product selection.

Value-Added  Services.  The Company  utilizes its websites to enhance the direct
relationship  with  its  customers,  including  greeting  customers  by name and
personalized web pages tailored to its registered customers.  The 1-800-Flowers'
website  "Member  Benefits"  provide  customers  with an online address book for
names and  addresses of their gift  recipients,  express  checkout  services and
e-mail  notification of special  promotions,  product  previews and events.  The
Company  developed its Expressions  Exchange for the customer  searching for the
perfect  expression  of their  sentiment,  while  registered  customers can also
utilize its "Gift Reminder  Program," which sends e-mail  reminders prior to any
pre-selected  occasion and offers  suggestions  to specific  flower  and/or gift
products.

Multiple Channel Access to Gift Advisors. The Company's websites offer customers

                                       7


the  ability to use  e-mail,  real-time  online  messaging  and  "click-to-talk"
capability  to reach one of the Company's  gift advisors who can answer  product
questions, provide gifting suggestions or resolve order issues. The Company also
offers its customers  answers to frequently asked questions  directly on the Web
site.

Security.  The Company provides a safe and secure shopping experience within its
websites  through  the  use  of  secure  server  software,  which  encrypts  the
customer's credit card number to protect against interception as the information
is transmitted over the Internet.

Privacy. The Company recognizes the importance of maintaining the privacy of its
customers.  The Company uses the information  gathered on its websites from time
to time to send  promotional  materials and to enhance the  customer's  shopping
experience.  The Company  periodically  makes certain  information  available to
selected third parties for direct  marketing  purposes.  However,  customers may
elect not to receive promotional  information and/or instruct the Company not to
make their information  available to third parties. The Company's current online
privacy  policy,  which is  updated to  continuously  reflect  current  industry
guidelines, is set forth on its websites.

Marketing and Promotion

The Company's  marketing and  promotion  strategy is designed to strengthen  the
1-800-FLOWERS.COM brands, increase customer acquisition, build customer loyalty,
encourage repeat purchases and develop additional product revenue  opportunities
through organic growth, and where appropriate,  through acquisition. The Company
markets and promotes its brands and products as follows:

Direct Mail and  Catalogs.  The  Company  uses its direct  mail  promotions  and
catalogs  to  increase  the number of new  customers  and to  increase  purchase
frequency  of its  existing  customers.  Through  the use of the Plow &  Hearth,
HearthSong,  Magic Cabin, Popcorn Factory and Cheryl & Co. catalogs, the Company
can utilize its extensive  customer  database to effectively  cross-promote  its
products. In addition to providing a direct sale mechanism, these catalogs drive
on-line sales and will attract additional  customers to the Company's Web sites.
For the year ended July 3, 2005,  the  Company  mailed in excess of 125  million
branded catalogs.

Off-line Media. The Company utilizes off-line media, including television, radio
and print to market its  1-800-Flowers.com  brand and products.  Off-line  media
allows the Company to reach a large number of customers and to target particular
market segments.

The Company's Strategic Online Relationships.  The Company promotes its products
through strategic  relationships  with leading internet portals,  search engines
and online networks.  The Company's online relationships  include, among others,
AOL, Yahoo!, Microsoft, Google and Overture.

Affiliate and Co-Marketing  Promotions.  In addition to securing  alliances with
frequently  visited Web sites, the Company  developed an affiliate  network that
includes  thousands of Web sites operated by third parties.  Affiliates may join
this  program  through the  Company's  Web site and their  participation  may be
terminated  by  them  or by the  Company  at any  time.  These  Web  sites  earn
commissions  on  purchases  made by customers  referred  from their sites to the
Company's Web site.  In order to expand the reach of its marketing  programs and
stretch  its  marketing  dollars,  the  Company  has  established  a  number  of
co-marketing  relationships  and  promotions  to  advertise  its  products.  For
example,  the Company has established  co-marketing  arrangements with American,
United and Delta Airlines,  as well as Upromise,  Capital One, American Express,
VISA and MasterCard, among others.

E-mails.  The  Company  is  able  to  capitalize  on its  customer  database  of

                                       8

approximately  25.0  million  unique  customers  (12.8  million  of  which  have
transacted business with the Company within the past 36 months), 11.8 million of
which have  transacted  business with the Company  on-line (7.7 million of which
have transacted  business with the Company online within the past 36 months), by
utilizing  cost-effective,  targeted  e-mails  to notify  customers  of  product
promotions, remind them of upcoming gifting occasions and convey other marketing
messages.

Fulfillment Operations

The Company's  customers  primarily place their orders either online or over the
telephone.  The  Company's  development  of a hybrid  fulfillment  system  which
enables the Company to offer same-day,  next-day and any-day delivery,  combines
the use of BloomNet(R)  (independent  florists operating retail flower shops and
LFC's, Company-owned stores and fulfillment centers, and franchise stores), with
the Company-owned  distribution centers and brand-name vendors who ship directly
to the Company's customers.  While providing a significant competitive advantage
in terms of delivery  options,  the  Company's  fulfillment  system also has the
added benefit of reducing the  Company's  capital  investments  in inventory and
infrastructure. Fulfillment of products is as follows:

Flowers.  A  majority  of the  Company's  floral  orders are  fulfilled  through
BloomNet(R).  The Company selects retail florists for BloomNet(R) based upon the
historical  volume of floral  deliveries in a particular  geographic  area,  the
number of  BloomNet(R)  florists  currently  serving the area and the  florist's
design staff, facilities,  quality of floral processing,  and ability to fulfill
orders in sufficient  volume and delivery  capabilities.  The Company  regularly
monitors  BloomNet(R)  florists'  performance  and  adherence  to the  Company's
quality standards to ensure proper fulfillment.

By fulfilling floral orders through BloomNet(R),  the Company is able to deliver
floral products on a same-day, next-day or any day basis to ensure freshness and
to meet the customers'  need for prompt  delivery.  Because the Company  selects
these florists and receives customer feedback on their performance in fulfilling
orders,  it is able to ensure  consistent  product quality and  presentation and
offer a greater variety of  arrangements,  which the Company  believes creates a
better experience for its customers and gift recipients.

The Company's relationships with its BloomNet(R) members are non-exclusive. Many
florists,  including many BloomNet(R) florists, also are members of other floral
fulfillment  organizations.  The BloomNet(R) agreements generally are cancelable
by either  party with ten days  notification  and do not  guarantee  any orders,
dollar amounts or exclusive  territories from the Company to the florist.  As of
July 3, 2005, the Company had entered into  approximately  59 Order  Fulfillment
Agreements  with  selected  BloomNet(R)  members  to  operate  LFC's,  providing
coverage  of all  significant  population  centers  across  the  United  States.
Generally,  these agreements  provide for a three-year term,  terminable upon 30
days notice upon breach and  immediately  by the Company in the event of certain
specified  defaults  by  the  operator  of  the  LFC.  In  consideration  of the
operator's  satisfactory  performance,  the  Company  agrees  to use  reasonable
efforts to forward orders with a specified minimum merchandise value during each
year of the agreement. The Company has not granted an exclusive territory to any
operator.

In  certain  instances,  the  Company is  required  to  fulfill  orders  through
non-BloomNet(R)  members,  and transmits these orders to the fulfilling  florist
using the communication  system of an independent wire service or via telephone.
Additionally,  the  Company  offers  its  customers  an  alternative  to florist
designed products through its "Fresh From Our Growers" program. In this program,
the Company ships overnight via common carrier to its customers.

As of July 3, 2005,  the  Company  operates  21 floral  retail  stores,  located
primarily in the New York and Los Angeles  metropolitan  areas and 8 fulfillment

                                       9

centers. In addition, the Company has 83 franchised stores, located primarily in
California,  Colorado and Texas.  Company-owned  stores serve as local points of
fulfillment and enable the Company to test new products and marketing programs.

Plants, Gift Baskets,  Gourmet Food and Wine, Premium Popcorn, and Unique Gifts.
The Company's plants, gift baskets, gourmet food and wines, premium popcorn, and
unique  gifts are shipped  directly  to the  customer  through its Lake  Forest,
Illinois,  Westerville,  Ohio, Napa, California,  Madison, Virginia or Vandalia,
Ohio  fulfillment  centers,  or by members of BloomNet(R) and other  third-party
product  suppliers  using  next-day  or other  delivery  option  selected by the
customer.  The  Company's  business is not  dependent on any single  third-party
supplier.

Home and Garden and Children's Toys. The Company fulfills  purchases of home and
garden  merchandise  from its Madison,  Virginia and Vandalia,  Ohio fulfillment
center or by  third-party  product  suppliers  using  next-day or other delivery
option selected by the customer.

Technology Infrastructure

The Company  believes it has an advanced  technology  platform.  Its  technology
infrastructure,  primarily  consisting of the  Company's Web sites,  transaction
processing,  customer  databases and  telecommunications  systems,  is built and
maintained for reliability,  security,  scalability and flexibility. To minimize
the   risk   of   service    interruptions   from   unexpected    component   or
telecommunications failure, maintenance and upgrades, the Company has built full
back-up and system  redundancies  into those components of its systems that have
been  identified  as  critical.   In  recent  years  the  Company  installed  an
Oracle-based  order  processing  and  database   management  system;   developed
BloomLink(R),  upgraded  its  telecommunications  network,  including  its  call
management system and internalized its Web-hosting and development capabilities.
The Company  plans to continue to invest in  technologies  that will improve and
expand its e-commerce and telecommunication capabilities.

The  Company's  transaction  processing  system  captures  customer  profile and
history in a customized  Oracle  database  and selects the florist,  third-party
vendor,  or  Company-owned  warehouse  to fulfill the order.  Through the use of
customized  software  applications,  the Company is able to  retrieve,  sort and
analyze  customer  information  to enable it to better serve its  customers  and
target its product offerings.

The Company's customer service centers and third-party outsourcers are connected
electronically  to  its  transaction  processing  system  to  permit  the  rapid
transmission  of, and access to,  critical  order and customer  information.  In
addition,  BloomLink(R)  electronically  connects the Company to its BloomNet(R)
members and non-floral vendors.

The Company's operations center is located in its headquarters in Westbury,  New
York. The Company provides comprehensive facility management services, including
human and technical  monitoring  of all  production  servers,  24 hours per day,
seven days per week.

Seasonality

The Company's quarterly results may experience seasonal fluctuations. Due to the
Company's expansion into non-floral products,  including the acquisitions of The
Winetasting  Network  and Cheryl & Co.  during  fiscal  2005,  the  Thanksgiving
through Christmas holiday season, which falls within the Company's second fiscal
quarter,  generates the highest  proportion of the  Company's  annual  revenues.
Additionally,  as the  result of a number  of major  floral  gifting  occasions,
including Mother's Day,  Administrative  Professionals Week and Easter, revenues
also rise during the  Company's  fiscal  fourth  quarter.  In addition,  results
during the Company's  fiscal first  quarter will be  negatively  impacted by the
aforementioned  acquisitions  due to their seasonal  nature and the  incremental
overhead incurred during this slow period.

                                       10

Competition

The growing  popularity and convenience of e-commerce has continued to give rise
to established businesses on the Internet. In addition to selling their products
over the  Internet,  many of these  retailers  sell  their  products  through  a
combination of channels by maintaining a Web site, a toll-free  phone number and
physical locations.  Additionally, several of these merchants offer an expanding
variety of products and some are  attracting an increasing  number of customers.
Certain mass  merchants  have  expanded  their  offerings  to include  competing
products and may continue to do so in the future. These mass merchants,  as well
as other potential competitors, may be able to:

      o undertake more extensive marketing campaigns for their brands and
        services;
      o adopt more aggressive pricing policies; and
      o make more attractive offers to potential employees, distributors and
        retailers.

In addition,  the Company faces intense  competition  in each of its  individual
product  categories.  In the floral  industry,  there are various  providers  of
floral  products,  none of which is  dominant  in the  industry.  The  Company's
competitors include:

      o retail floral shops, some of which maintain toll-free telephone numbers;
      o online floral retailers;
      o catalog companies that offer floral products;
      o floral telemarketers and wire services; and
      o supermarkets, mass merchants and specialty retailers with floral
        departments.

Similarly,  the  plant,  gift  basket,  gourmet  food and  wine,  unique  gifts,
children's toys and home and garden categories are highly  competitive.  Each of
these categories  encompasses a wide range of products, is highly fragmented and
is served by a large number of companies, none of which is dominant. Products in
these  categories  may be  purchased  from a number of outlets,  including  mass
merchants,   telemarketers,   retail  specialty  shops,   online  retailers  and
mail-order catalogs.

The Company  believes the strength of its brands,  product  selection,  customer
relationships,  technology  infrastructure and fulfillment capabilities position
it to compete effectively against its current and potential  competitors in each
of its product categories. However, increased competition could result in:

      o price reductions, decreased revenues and lower profit margins;
      o loss of market share; and
      o increased marketing expenditures.

These and other competitive  factors may adversely impact the Company's business
and results of operations.

Government Regulation and Legal Uncertainties

The  Internet is rapidly  evolving and there are laws and  regulations  directly
applicable to e-commerce. Legislatures are also considering an increasing number
of  laws  and  regulations  pertaining  to  the  Internet,  including  laws  and
regulations addressing:

      o user privacy;
      o pricing;
      o content;

                                       11


      o connectivity;
      o intellectual property;
      o distribution;
      o taxation;
      o liabilities;
      o antitrust; and
      o characteristics and quality of products and services.

Further, the growth and development of the market for online services may prompt
more stringent  consumer  protection laws that may impose additional  burdens on
those companies  conducting business online. The adoption of any additional laws
or  regulations  may impair  the growth of the  Internet  or  commercial  online
services. This could decrease the demand for the Company's services and increase
its cost of doing  business.  Moreover,  the  applicability  to the  Internet of
existing  laws  regarding  issues  like  property  ownership,  taxes,  libel and
personal  privacy is uncertain.  Any new  legislation or regulation  that has an
adverse  impact  on the  Internet  or  the  application  of  existing  laws  and
regulations  to  the  Internet  could  have a  material  adverse  effect  on the
Company's business, financial condition and results of operations.

States or foreign countries might attempt to regulate the Company's  business or
levy  additional  sales or other taxes relating to its  activities.  Because the
Company's  products and services are available over the Internet anywhere in the
world,  multiple  jurisdictions  may claim that the  Company is  required  to do
business as a foreign corporation in one or more of those jurisdictions. Failure
to qualify  as a foreign  corporation  in a  jurisdiction  where the  Company is
required  to do so could  subject it to taxes and  penalties.  States or foreign
governments may charge the Company with violations of local laws.

Intellectual Property and Proprietary Rights

The Company regards its service marks,  trademarks,  trade secrets, domain names
and similar  intellectual  property as critical to its success.  The Company has
applied for or received  trademark and/or service mark  registration  for, among
others,"1-800-FLOWERS.COM",  "1-800-FLOWERS",  "Plow & Hearth", "GreatFood.com",
"The Popcorn Factory", "TheGift.com",  "HearthSong", "Magic Cabin", "Winetasting
Network",  and  "Cheryl&Co.".  The Company  also has rights to  numerous  domain
names,  including  www.1800flowers.com,   www.800flowers.com,   www.flowers.com,
www.plowandhearth.com,       www.greatfood.com,       www.thepopcornfactory.com,
www.hearthsong.com,          www.magiccabin.com,           www.ambrosiawine.com,
www.winetasting.com,  and  www.cherylandco.com.  In  addition,  the  Company has
developed  transaction  processing  and  operating  systems as well as marketing
data, and customer and recipient information databases.

The Company  relies on trademark,  unfair  competition  and copyright law, trade
secret protection and contracts such as  confidentiality  and license agreements
with its  employees,  customers,  vendors and others to protect its  proprietary
rights. Despite the Company's precautions, it may be possible for competitors to
obtain and/or use the Company's proprietary information without authorization or
to develop  technologies  similar to the  Company's and  independently  create a
similarly functioning infrastructure. Furthermore, the protection of proprietary
rights in Internet-related  industries is uncertain and still evolving. The laws
of some foreign countries do not protect  proprietary  rights to the same extent
as do the laws of the United  States.  The  Company's  means of  protecting  its
proprietary rights in the United States or abroad may not be adequate.

The  Company  intends to  continue  to license  technology  from third  parties,
including Oracle, Microsoft, MCI and AT&T, for its communications technology and
the software that underlies its business systems. The market is evolving and the
Company may need to license additional  technologies to remain competitive.  The

                                       12

Company may not be able to license these technologies on commercially reasonable
terms or at all.

Third  parties  have in the past  infringed  or  misappropriated  the  Company's
intellectual  property  or similar  proprietary  rights.  The  Company  believes
infringements and  misappropriations  will continue to occur in the future.  The
Company intends to police against infringement or misappropriation. However, the
Company  cannot  guarantee  it will be able to enforce its rights and enjoin the
alleged  infringers from their use of confusingly  similar  trademarks,  service
marks, telephone numbers and domain names.

In addition,  third parties may assert  infringement claims against the Company.
The Company cannot be certain that its technologies or its products and services
do not infringe  valid  patents,  trademarks,  copyrights  or other  proprietary
rights held by third  parties.  The Company may be subject to legal  proceedings
and claims  from time to time  relating  to its  intellectual  property  and the
intellectual  property  of  others  in the  ordinary  course  of  its  business.
Intellectual  property  litigation  is expensive  and  time-consuming  and could
divert management resources away from running the Company's business.

Employees

As of July 3, 2005,  the  Company  had a total of  approximately  3,000 full and
part-time employees.  During peak periods, the Company  substantially  increases
the  number of  customer  service,  manufacturing  and  retail  and  fulfillment
personnel.   The  Company's  personnel  are  not  represented  under  collective
bargaining agreements and the Company considers its relations with its employees
to be good.























                                       13





Risk Factors that May Affect Future Results

Cautionary Statements Under the Private Securities Litigation Reform Act of 1995

Our  disclosures  and analysis in this Form 10-K  contain  some  forward-looking
statements that set forth  anticipated  results based on management's  plans and
assumptions.  From time to time, we also provide  forward-looking  statements in
other  statements  we  release  to the  public  as well as oral  forward-looking
statements. Such statements give our current expectations or forecasts of future
events;  they do not relate  strictly to  historical or current  facts.  We have
tried,  wherever  possible,  to identify such  statements by using words such as
"anticipate,"  "estimate,"  "expect," "project," "intend," "plan,  "believe" and
similar  expressions in connection  with any  discussion of future  operating or
financial  performance.  In  particular,  these include  statements  relating to
future actions; the effectiveness of our marketing programs;  the performance of
our existing products and services;  our ability to attract and retain customers
and  expand  our  customer  base;  our  ability  to enter  into or renew  online
marketing agreements; our ability to respond to competitive pressures; expenses,
including  shipping  costs and the costs of  marketing  our  current  and future
products and services; the outcome of contingencies, including legal proceedings
in the normal course of business; and our ability to integrate acquisitions.

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 risk,  uncertainties and potentially
inaccurate   assumptions.   Should  known  or  unknown  risks  or  uncertainties
materialize,  or should underlying assumptions prove inaccurate,  actual results
could differ  materially from past results and those  anticipated,  estimated or
projected.  You  should  bear  this  in  mind as you  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 10-Q and 8-K  reports  to the SEC.  Also note we  provide  the  following
cautionary   discussion  of  risks,   uncertainties   and  possibly   inaccurate
assumptions relevant to our business. These are factors that, individually or in
the aggregate, we think could cause our actual results to differ materially from
expected  and  historical  results.  We note  these  factors  for  investors  as
permitted by the Private  Securities  Litigation  Reform Act of 1995. You should
understand  that it is not  possible  to predict or identify  all such  factors.
Consequently,  you should not consider the following to be a complete discussion
of all potential risks and uncertainties.

The Company's operating results may fluctuate,  and this fluctuation could cause
financial results to be below expectations.  The Company's operating results may
fluctuate  from  period to period  for a number of  reasons.  In  budgeting  the
Company's  operating  expenses for the foreseeable  future,  the Company assumes
that revenues will continue to grow;  however,  some of the Company's  operating
expenses  are fixed in the  short  term.  Sales of the  Company's  products  are
seasonal,  concentrated in the fourth calendar quarter,  due to the Thanksgiving
and Christmas-time  holidays,  and the second calendar quarter,  due to Mother's
Day and Administrative  Professionals'  Week. In anticipation of increased sales
activity  during  these  periods,  the  Company  hires a  significant  number of
temporary  employees to supplement its permanent staff and the Company increases
its inventory levels. If revenues during these periods do not meet the Company's
expectations,  it may not generate  sufficient revenue to offset these increased
costs and its operating results may suffer.

The Company's  quarterly  operating results may significantly  fluctuate and you
should not rely on them as an  indication of its future  results.  The Company's
future revenues and results of operations may  significantly  fluctuate due to a
combination of factors,  many  of  which  are outside of  management's  control.

                                       14


The most important of these factors include:

    o  seasonality;
    o  the retail economy;
    o  the timing and effectiveness of marketing programs;
    o  the timing of the introduction of new products and services;
    o  the Company's ability to find and maintain reliable sources for
       certain of its products;
    o  the timing and effectiveness of capital expenditures;
    o  the Company's ability to enter into or renew online marketing agreements;
       and
    o  competition.

The Company may be unable to reduce operating  expenses quickly enough to offset
any  unexpected  revenue  shortfall.  If the Company has a shortfall  in revenue
without a corresponding reduction to its expenses, operating results may suffer.
The Company's operating results for any particular quarter may not be indicative
of  future  operating  results.  You  should  not  rely  on   quarter-to-quarter
comparisons  of results of operations  as an indication of the Company's  future
performance.  It is  possible  that  results  of  operations  may be  below  the
expectations  of public  market  analysts and  investors,  which could cause the
trading price of the Company's Class A common stock to fall.

Consumer  spending on flowers,  gifts and other products sold by the Company may
vary  with  general  economic   conditions.   If  general  economic   conditions
deteriorate and the Company's  customers have less disposable income,  consumers
may spend less on its products and its quarterly operating results may suffer.

If the Company's  customers do not find its expanded  product  lines  appealing,
revenues  may not grow and net  income  may  decrease.  The  Company's  business
historically  has focused on offering floral and  floral-related  gift products.
Although the Company has been successful in its expanded product lines including
plants, gift baskets, popcorn, gourmet food and wine, unique or specialty gifts,
home and garden  accessories,  and children's  gifts,  it expects to continue to
incur significant costs in marketing these products.  If the Company's customers
do not  continue  to find its  product  lines  appealing,  the  Company  may not
generate  sufficient  revenue to offset  its  related  costs and its  results of
operations may be negatively impacted.

If the Company fails to develop and maintain its brands,  it may not increase or
maintain its customer base or its revenues. The Company must continue to develop
and maintain the  1-800-FLOWERS.COM  brands to expand its customer  base and its
revenues.  In addition,  the Company has introduced and acquired other brands in
the past, and may continue to do so in the future. The Company believes that the
importance  of  brand  recognition  will  increase  as it  expands  its  product
offerings.  Many of the  Company's  customers  may not be aware of the Company's
non-floral  products.  If the Company fails to advertise and market its products
effectively,  it may not  succeed  in  establishing  its  brands  and  may  lose
customers leading to a reduction of revenues.

The Company's  success in promoting and enhancing the  1-800-FLOWERS.COM  brands
will also depend on its success in providing its customers high-quality products
and a high level of customer service. If the Company's customers do not perceive
its  products  and   services  to  be  of  high   quality,   the  value  of  the
1-800-FLOWERS.COM  brands would be diminished and the Company may lose customers
and its revenues may decline.

A failure to establish and maintain strategic online relationships that generate
a  significant  amount  of  traffic  could  limit the  growth  of the  Company's
business.  Although  the  Company  expects a  significant  portion of its online
customers will continue to come directly to its Web site, it will also rely on

                                       15

third party Web sites, search engines and affililates with which the Company has
strategic  relationships  for traffic.  If these  third-parties do not attract a
significant number of visitors, the Company may not receive a significant number
of online  customers  from  these  relationships  and its  revenues  from  these
relationships  may  decrease  or  remain  flat.  There  continues  to be  strong
competition  to  establish  or  maintain  relationships  with  leading  Internet
companies,   and  the  Company  may  not  successfully   enter  into  additional
relationships,  or renew existing ones beyond their current  terms.  The Company
may also be required to pay  significant  fees to maintain  and expand  existing
relationships.  The  Company's  online  revenues may suffer if it does not enter
into  new  relationships  or  maintain   existing   relationships  or  if  these
relationships do not result in traffic sufficient to justify their costs.

If local  florists and other  third-party  vendors do not fulfill  orders to the
Company's  customers'  satisfaction,  customers  may not shop  with the  Company
again.  In many cases,  floral  orders  placed by the  Company's  customers  are
fulfilled  by local  independent  florists,  a majority of which are members of
BloomNet(R).  The Company does not directly  control any of these  florists.  In
addition,  many of the non-floral  products sold by the Company are manufactured
and delivered to its customers by independent  third-party vendors. If customers
are dissatisfied  with the performance of the local florist or other third-party
vendors,  they may not utilize the Company's services when placing future orders
and its revenues may decrease.

If a florist  discontinues  its  relationship  with the Company,  the  Company's
customers  may  experience  delays in service or declines in quality and may not
shop with the  Company  again.  Many of the  Company's  arrangements  with local
florists for order  fulfillment  may be  terminated  with 10 days  notice.  If a
florist  discontinues  its  relationship  with the Company,  the Company will be
required to obtain a suitable  replacement  located in the same geographic area,
which may cause delays in delivery or a decline in quality,  leading to customer
dissatisfaction and loss of customers.

If a significant amount of customers are not satisfied with their purchase,  the
Company will be required to incur substantial costs to issue refunds, credits or
replacement  products.  The Company  offers its  customers  a 100%  satisfaction
guarantee on its products. If customers are not satisfied with the products they
receive,  the Company will either  replace the product for the customer or issue
the customer a refund or credit.  The Company's  net income would  decrease if a
significant number of customers request replacement products, refunds or credits
and the Company is unable to pass such costs onto the supplier.

Increased  shipping costs and labor stoppages may adversely  affect sales of the
Company's  products.  Many of the Company's  products are delivered to customers
either directly from the manufacturer or from the Company's  fulfillment centers
located in California,  Illinois,  New York, Ohio and Virginia.  The Company has
established  relationships with Federal Express, United Parcel Service and other
common  carriers for the delivery of these  products.  If these carriers were to
increase  the prices they charge to ship the  Company's  goods,  and the Company
passes these  increases on to its customers,  its customers  might choose to buy
comparable  products  locally to avoid  shipping  charges.  In  addition,  these
carriers  may  experience  labor  stoppages,  which could  impact the  Company's
ability to deliver  products on a timely basis to our  customers  and  adversely
affect its customer relationships.

If the Company fails to continuously improve its Web site, it may not attract or
retain customers.  If potential or existing  customers do not find the Company's
Web site a  convenient  place to shop,  the  Company  may not  attract or retain
customers  and its sales may suffer.  To encourage  the use of the Company's Web
site, it must continuously  improve its accessibility,  content and ease of use.
Customer  traffic and the  Company's  business  would be  adversely  affected if
competitors'  Web sites are perceived as easier to use or better able to satisfy
customer needs.

Competition in the floral, plant, gift basket,  gourmet food and wine, specialty

                                       16

gift,  children's toys and games and home and garden industries is intense and a
failure to respond to competitive pressure could result in lost revenues.  There
are many  companies  that  offer  products  in these  categories.  In the floral
category, the Company's competitors include:

     o  retail floral shops, some of which maintain toll-free telephone numbers;
     o  online floral retailers;
     o  catalog companies that offer floral products;
     o  floral telemarketers and wire services; and
     o  supermarkets, mass  merchants and  specialty gift  retailers with floral
        departments.

Similarly,  the plant,  gift  basket,  gourmet  food and wine,  specialty  gift,
children's toys and home and garden categories are highly  competitive.  Each of
these categories  encompasses a wide range of products and is highly fragmented.
Products  in  these  categories  may be  purchased  from a  number  of  outlets,
including  mass  merchants,   retail  shops,  online  retailers  and  mail-order
catalogs.

Competition  is  intense  and the  Company  expects  it to  increase.  Increased
competition could result in:

     o  price reductions, decreased revenue and lower profit margins;
     o  loss of market share; and
     o  increased marketing expenditures.

These and other  competitive  factors could  materially and adversely affect the
Company's results of operations.

If the Company does not accurately predict customer demand for its products,  it
may lose customers or experience  increased  costs. In the past, the Company did
not need to  maintain a  significant  inventory  of  products.  However,  as the
Company expands the volume of non-floral products offered to its customers,  the
Company will be required to increase inventory levels and the number of products
maintained in its warehouses.  If the Company overestimates  customer demand for
its products, excess inventory and outdated merchandise could accumulate,  tying
up working capital and potentially  resulting in reduced warehouse  capacity and
inventory  losses  due  to  damage,  theft  and  obsolescence.  If  the  Company
underestimates  customer demand, it may disappoint customers who may turn to its
competitors.  Moreover,  the strength of the  1-800-FLOWERS.COM  brands could be
diminished due to misjudgments in merchandise selection.

If the supply of flowers for sale becomes  limited,  the price of flowers  could
rise or flowers may be unavailable and the Company's  revenues and gross margins
could  decline.  A variety of factors affect the supply of flowers in the United
States and the price of the Company's floral products.  If the supply of flowers
available for sale is limited due to weather conditions or other factors, prices
for flowers could rise and customer demand for the Company's floral products may
be reduced,  causing revenues and gross margins to decline.  Alternatively,  the
Company may not be able to obtain high quality  flowers in an amount  sufficient
to meet customer demand. Even if available, flowers from alternative sources may
be of lesser quality and/or may be more expensive than those  currently  offered
by the Company.

Most of the  flowers  sold in the United  States  are grown by  farmers  located
abroad, primarily in Colombia, Ecuador and Holland, and the Company expects that
this will continue in the future. The availability and price of flowers could be
affected by a number of factors affecting these regions, including:

     o  import duties and quotas;
     o  agricultural limitations and restrictions to manage pests and disease;

                                       17



     o  changes in trading status;
     o  economic uncertainties and currency fluctuations;
     o  severe weather;
     o  work stoppages;
     o  foreign government regulations and political unrest; and
     o  trade restrictions, including United States retaliation against foreign
        trade practices.

The Company's franchisees may damage its brands or increase its costs by failing
to  comply  with  its  franchise  agreements  or its  operating  standards.  The
Company's  franchise  business is governed  by its  Uniform  Franchise  Offering
Circulars,  franchise  agreements and applicable franchise law. If the Company's
franchisees do not comply with its established  operating standards or the terms
of the franchise agreements,  the  1-800-FLOWERS.COM  brands may be damaged. The
Company may incur significant  additional costs,  including  time-consuming  and
expensive  litigation,  to enforce its rights  under the  franchise  agreements.
Additionally,  the Company is the primary  tenant on certain  leases,  which the
franchisees  sublease  from  the  Company.  If a  franchisee  fails  to meet its
obligations  as subtenant,  the Company could incur  significant  costs to avoid
default under the primary lease. Furthermore,  as a franchiser,  the Company has
obligations to its franchisees. Franchisees may challenge the performance of the
Company's  obligations under the franchise agreements and subject it to costs in
defending  these claims and, if the claims are  successful,  costs in connection
with their compliance.

If third parties  acquire rights to use similar domain names or phone numbers or
if the  Company  loses the right to use its phone  numbers,  its  brands  may be
damaged  and it may lose  sales.  The  Company's  Internet  domain  names are an
important  aspect of its  brand  recognition.  The  Company  cannot  practically
acquire rights to all domain names similar to www.1800flowers.com,  or its other
brands,  whether under existing top level domains or those issued in the future.
If third parties obtain rights to similar domain names,  these third parties may
confuse the Company's  customers and cause its customers to inadvertently  place
orders with these  third  parties,  which  could  result in lost sales and could
damage its brands.

Likewise,  the phone  number  that  spells  1-800-FLOWERS  is  important  to the
Company's  brand and its  business.  While the Company has obtained the right to
use the phone numbers 1-800-FLOWERS, 1-888-FLOWERS and 1-877-FLOWERS, as well as
common toll-free "FLOWERS" misdials,  it may not be able to obtain rights to use
the FLOWERS phone number as new toll-free  prefixes are issued, or the rights to
all similar and potentially confusing numbers. If third parties obtain the phone
number  which spells  "FLOWERS"  with a different  prefix or a toll-free  number
similar to FLOWERS,  these parties may also confuse the Company's  customers and
cause  lost  sales  and  potential  damage to its  brands.  In  addition,  under
applicable  FCC rules,  ownership  rights to phone  numbers  cannot be acquired.
Accordingly,  the FCC may  rescind the  Company's  right to use any of its phone
numbers, including 1-800-FLOWERS (1-800-356-9377).

A lack of security  over the  Internet may cause  Internet  usage to decline and
cause the Company to expend  capital and resources to protect  against  security
breaches.  A significant  barrier to  electronic  commerce over the Internet has
been  the  need  for  secure   transmission  of  confidential   information  and
transaction  information.  Internet  usage could decline if any  well-publicized
compromise of security occurred. Additionally,  computer "viruses" may cause the
Company's  systems to incur delays or experience  other  service  interruptions.
Such  interruptions  may materially  impact the Company's ability to operate its
business.  If a  computer  virus  affecting  the  Internet  in general is highly
publicized or  particularly  damaging,  the Company's  customers may not use the
Internet  or may be  prevented  from  using the  Internet,  which  would have an
adverse  effect on its  revenues.  As a result,  the  Company may be required to
expend capital and resources to protect against or to alleviate these problems.

                                       18


Unexpected system  interruptions caused by system failures may result in reduced
revenues and harm to the Company's brand. In the past,  particularly during peak
holiday periods, the Company has experienced significant increases in traffic on
its Web  site and in its  toll-free  customer  service  centers.  The  Company's
operations   are   dependent  on  its  ability  to  maintain  its  computer  and
telecommunications systems in effective working order and to protect its systems
against  damage from fire,  natural  disaster,  power  loss,  telecommunications
failure or similar  events.  The Company's  systems have in the past, and may in
the future, experience:

     o  system interruptions;
     o  long response times; and
     o  degradation in service.

The Company's business depends on customers making purchases on its systems, its
revenues  may  decrease  and its  reputation  could be harmed if it  experiences
frequent or long system delays or interruptions or if a disruption occurs during
a peak holiday season.

If AT&T and MCI do not adequately maintain the Company's telephone service,  the
Company may  experience  system  failures  and its revenues  may  decrease.  The
Company  is  dependent  on AT&T and MCI to  provide  telephone  services  to its
customer   service   centers.   Although   the   Company   maintains   redundant
telecommunications  systems,  if AT&T and MCI experience system failures or fail
to  adequately  maintain  the  Company's  systems,  the Company  may  experience
interruptions  and its customers might not continue to utilize its services.  If
the Company loses its telephone service,  it will be unable to generate revenue.
The  Company's  future  success  depends  upon these  third-party  relationships
because it does not have the resources to maintain its telephone service without
these or other third parties. Failure to maintain these relationships or replace
them on  financially  attractive  terms may disrupt the Company's  operations or
require it to incur significant unanticipated costs.

Interruptions  in FTD's Mercury system or Teleflora's Dove System or a reduction
in the  Company's  access to these  systems may disrupt  order  fulfillment  and
create  customer  dissatisfaction.  A small portion of the Company's  customers'
orders are  communicated  to the  fulfilling  florist  through these third party
systems.  These  systems are order  processing  and  messaging  networks used to
facilitate the  transmission  of floral orders between  florists.  These systems
have  in the  past  experienced  interruptions  in  service.  If  these  systems
experience   interruptions   in  the  future,   the  Company  could   experience
difficulties  in fulfilling  some of its customers'  orders and those  customers
might not continue to shop with the Company.

The Company's operating results may suffer due to economic, political and social
unrest or disturbances. Like other American businesses, the Company is unable to
predict what long-term  effect,  acts of terrorism,  war, or similar  unforeseen
events,  may have on its  business.  The  Company's  results of  operations  and
financial condition could be adversely impacted if such events cause an economic
slowdown in the United  States,  or other  negative  effects  that cannot now be
anticipated.

If the  Company is unable to hire and retain key  personnel,  its  business  may
suffer.  The Company's  success is dependent on its ability to hire,  retain and
motivate  highly  qualified  personnel.  In  particular,  the Company's  success
depends on the continued  efforts of its Chairman and Chief  Executive  Officer,
James F. McCann, and its President, Christopher G. McCann, as well as its senior
management team which help manage its business.  The loss of the services of any
of the  Company's  executive  management  or key  personnel or its  inability to
attract  qualified  additional  personnel could cause its business to suffer and
force it to expend  time and  resources  in  locating  and  training  additional
personnel.

                                       19



Many  governmental  regulations may impact the Internet,  which could affect the
Company's  ability  to  conduct  business.  Any  new law or  regulation,  or the
application or  interpretation  of existing laws, may decrease the growth in the
use of the Internet or the Company's Web site. The Company expects there will be
an increasing  number of laws and regulations  pertaining to the Internet in the
United States and throughout the world.  These laws or regulations may relate to
liability for information received from or transmitted over the Internet, online
content regulation,  user privacy, taxation and quality of products and services
sold over the Internet.  Moreover, the applicability to the Internet of existing
laws governing  intellectual  property  ownership and  infringement,  copyright,
trademark,  trade secret,  obscenity,  libel,  employment,  personal privacy and
other issues is uncertain and developing. This could decrease the demand for the
Company's  products,  increase  its  costs or  otherwise  adversely  affect  its
business.

Regulations  imposed by the Federal Trade  Commission  may adversely  affect the
growth of the Company's Internet business or its marketing efforts.  The Federal
Trade  Commission has proposed  regulations  regarding the collection and use of
personal  identifying  information  obtained from individuals when accessing Web
sites,  with  particular  emphasis on access by minors.  These  regulations  may
include  requirements  that the Company  establish  procedures  to disclose  and
notify users of privacy and  security  policies,  obtain  consent from users for
collection and use of information  and provide users with the ability to access,
correct and delete personal information stored by the Company. These regulations
may also  include  enforcement  and redress  provisions.  Moreover,  even in the
absence  of  those   regulations,   the  Federal  Trade   Commission  has  begun
investigations  into the  privacy  practices  of other  companies  that  collect
information  on the Internet.  One  investigation  resulted in a consent  decree
under which an Internet  company  agreed to establish  programs to implement the
principles   noted  above.   The  Company  may  become  a  party  to  a  similar
investigation,  or the Federal Trade  Commission's  regulatory  and  enforcement
efforts, or those of other governmental bodies, may adversely affect its ability
to  collect  demographic  and  personal  information  from  users,  which  could
adversely affect its marketing efforts.

Unauthorized  use of the  Company's  intellectual  property by third parties may
damage its brands.  Unauthorized use of the Company's  intellectual  property by
third parties may damage its brands and its  reputation and may likely result in
a loss of customers.  It may be possible for third parties to obtain and use the
Company's intellectual property without authorization. Third parties have in the
past infringed or misappropriated the Company's intellectual property or similar
proprietary  rights.  The Company believes  infringements and  misappropriations
will continue to occur in the future. Furthermore, the validity,  enforceability
and scope of protection of intellectual property in Internet-related  industries
is  uncertain  and still  evolving.  The Company  may be unable to register  its
intellectual  property in some foreign countries and,  furthermore,  the laws of
some foreign  countries  are uncertain or do not protect  intellectual  property
rights to the same extent as do the laws of the United States.

Defending against intellectual  property  infringement claims could be expensive
and,  if the  Company is not  successful,  could  disrupt its ability to conduct
business.  The Company cannot be certain that the products it sells, or services
it offers, do not or will not infringe valid patents, trademarks,  copyrights or
other intellectual  property rights held by third parties.  The Company may be a
party to legal  proceedings and claims relating to the intellectual  property of
others from time to time in the ordinary course of its business. The Company may
incur substantial  expense in defending  against these third-party  infringement
claims,  regardless of their merit.  Successful  infringement claims against the
Company may result in substantial  monetary  liability or may materially disrupt
its ability to conduct business.

The  Company  may lose  sales or incur  significant  expenses  should  states be
successful  in imposing  broader  guidelines  to state  sales and use taxes.  In
addition to the Company's retail store operations, the Company collects sales or
other similar taxes in states where the Company's  online and  telephonic  sales

                                       20


channels have applicable  nexus. Our customer service and fulfillment  networks,
and any further  expansion of those  networks,  along with other  aspects of our
evolving  business,  may result in additional sales and use tax  obligations.  A
successful assertion by one or more states that we should collect sales or other
taxes on the sale of merchandise could result in substantial tax liabilities for
past sales,  decrease our ability to compete  with  traditional  retailers,  and
otherwise harm our business.

Currently,  decisions  of the U.S.  Supreme  Court  restrict the  imposition  of
obligations to collect state and local sales and use taxes with respect to sales
made  over the  Internet.  However,  a  number  of  states,  as well as the U.S.
Congress,  have  been  considering  various  initiatives  that  could  limit  or
supersede the Supreme Court's position regarding sales and use taxes on Internet
sales. If any of these initiatives addressed the Supreme Court's  constitutional
concerns  and  resulted  in a  reversal  of its  current  position,  we could be
required to collect  additional sales and use taxes. The imposition by state and
local   governments  of  various  taxes  upon  Internet  commerce  could  create
administrative burdens for us and could decrease our future sales.

A failure to integrate  our  acquisitions  may cause the results of the acquired
company  to  suffer as well as the  results  of the  Company.  The  Company  has
opportunistically  acquired several  companies over the past several years. As
part of the acquisition  process,  the Company embarks upon a project management
effort to integrate the acquisition onto our information  technology systems and
management  processes.  If we are unsuccessful in integrating our  acquisitions,
the  results  of our  acquisitions  may  suffer,  management  may have to divert
valuable resources to oversee and manage the acquisitions,  the Company may have
to expend  additional  investments in the acquired company to upgrade  personnel
and/or information technology systems and the results of the Company may suffer.

Product liability claims may subject the Company to increased costs.  Several of
the products the Company sells, including perishable food and alcoholic beverage
products,  home and garden products, or children's toys may expose it to product
liability  claims in the event  that the use or  consumption  of these  products
results in  personal  injury.  Although  the  Company  has not  experienced  any
material  losses due to product  liability  claims to date, it may be a party to
product  liability  claims in the  future and incur  significant  costs in their
defense.  Product liability claims often create negative publicity,  which could
materially damage the Company's reputation and its brands.  Although the Company
maintains  insurance  against  product  liability  claims,  its  coverage may be
inadequate to cover any liabilities it may incur.

The wine industry is subject to governmental regulation.  The alcoholic beverage
industry is subject to extensive specialized  regulation under state and federal
laws and regulations, including the following matters: licensing; the payment of
excise taxes; advertising,  trade and pricing practices; product labeling; sales
to minors and intoxicated persons; changes in officers, directors,  ownership or
control; and, relationships among product producers, importers,  wholesalers and
retailers. While the Company believes that it is in material compliance with all
applicable laws and regulations,  in the event that it should be determined that
the Company is not in compliance with any applicable  laws or  regulations,  the
Company could become subject to cease and desist orders, injunctive proceedings,
civil fines, license revocations and other penalties which could have a material
adverse effect on the Company's business and its results of operations.

In addition, the alcoholic beverage industry is subject to potential legislation
and  regulation  on a  continuous  basis  including  in such areas as direct and
Internet  sales of alcohol.  Certain  states still  prohibit the sale of alcohol
into their jurisdictions from out of state wineries and/or retailers.  There can
be no assurance  that new or revised laws or  regulations,  increased  licensing
fees,  specialized  taxes  or  other  regulatory  requirements  will  not have a
material adverse effect on the Company's business and its results of operations.
While to date the Company has been able to obtain and retain licenses  necessary
to sell wine at retail,  the failure to obtain renewals or otherwise retain such
licenses in one or more of the states in which

                                       21

the  Company  operates  would have a material  adverse  effect on the  Company's
business and its results of operations.  The Company's  growth  strategy for its
wine business includes expansion into additional states;  however,  there can be
no assurance  that the Company  will be  successful  in  obtaining  the required
permits or licenses in any additional states. From time to time, the Company may
introduce new marketing initiatives, which may be expected to undergo regulatory
scrutiny. There can be no assurance that such initiatives will not be stymied by
regulatory criticism.

The Company is dependent on common carriers to deliver its wine  shipments.  The
Company uses FedEx and UPS to deliver its wine  shipments.  If FedEx or UPS were
to terminate delivery services for alcoholic  beverages in certain states, as it
did in 1999 in Florida,  Nevada and Connecticut,  the Company would likely incur
significantly higher shipping rates that would have a material adverse effect on
the Company's business and its results of operations.  If any state prohibits or
limits intrastate shipping of alcoholic  beverages by third party couriers,  the
Company would likely incur significantly higher shipping rates that would have a
material adverse effect on the Company's business and its results of operations.

There are various health issues regarding wine consumption.  Since 1989, federal
law has required  health-warning labels on all alcoholic beverages.  Although an
increasing  number of research  studies  suggest that health benefits may result
from the  moderate  consumption  of wine,  these  suggestions  have been  widely
challenged  and a number of groups  advocate  increased  governmental  action to
restrict  consumption  of  alcoholic  beverages.  Restrictions  on the  sale and
consumption  of wine or  increases  in the taxes  imposed on wine in response to
concerns  regarding  health  issues  may have a material  adverse  effect on the
Company's business and operating  results.  There can be no assurance that there
will not be legal or regulatory  challenges to the industry as a whole,  and any
such legal or  regulatory  challenge may have a material  adverse  effect on the
Company's business and results of operations.

The price at which the  Company's  Class A common stock will trade may be highly
volatile and may fluctuate substantially. The stock market has from time to time
experienced  price and volume  fluctuations that have affected the market prices
of securities, particularly securities of companies with Internet operations. As
a result, investors may experience a material decline in the market price of the
Company's  Class  A  common  stock,   regardless  of  the  Company's   operating
performance. In the past, following periods of volatility in the market price of
a particular company's securities,  securities class action litigation has often
been brought against that company.  The Company may become involved in this type
of  litigation  in the future.  Litigation  of this type is often  expensive and
diverts management's attention and resources, and as such, could have a material
adverse effect on the Company's business and its results of operations.

Additional Information
The  Company's  internet  address  is  www.1800flowers.com.  We make  available,
through   the   investor    relations    tab   located   on   our   website   at
www.1800flowers.com, access to our annual report on Form 10-K, quarterly reports
on Form 10-Q,  current  reports on Form 8-K and any  amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 as soon as  reasonably  practicable  after  they are  electronically
filed with or furnished to the  Securities  and  Exchange  Commission.  All such
filings on our investor  relations  website are available free of charge. A copy
of this annual  report on Form 10-K is  available  without  charge upon  written
request to: Investor  Relations,  1-800-FLOWERS.COM,  Inc., 1600 Stewart Avenue,
Westbury, NY 11590.

                                       22



Item 2.  PROPERTIES


                                                                                                            
                                                                                                     Square
 Location               Type                 Principal Use                                          Footage       Ownership
 ---------------------- -------------------- ------------------------------------------------ ---------------   ---------------


 Westbury, NY           Office               Headquarters and customer service*                       77,000         leased
 Alamogordo, NM         Office               Customer service                                         23,000         owned
 Ardmore, OK            Office               Customer service                                         24,000         leased
 Madison, VA            Office and           Distribution, administrative and customer
                        warehouse            service                                                 300,000         owned
 Lake Forest, IL        Office, plant and    Manufacturing, distribution and administrative
                        warehouse                                                                    148,000         leased
 Vandalia, OH           Warehouse            Distribution                                            200,000         owned
 Westerville, OH        Office, plant and    Manufacturing, distribution and administrative
                        warehouse                                                                     51,000         owned
 Westerville, OH        Office and
                        warehouse            Distribution and customer service                        25,000         leased
 Obetz, OH              Warehouse            Distribution                                             79,000         leased
 Napa, CA               Office and           Distribution, administrative and customer
                        warehouse            service                                                  68,000         leased


        *  The Company is currently in the process of relocating its Corporate
           Headquarters to a 90,000 square foot leased facility in Carle Place,
           New York.

In addition to the above properties,  the Company leases  approximately  289,000
square feet for owned or franchised retail stores and local fulfillment  centers
with  lease  terms  typically  ranging  from 5 to 20 years.  Some of its  leases
provide for a minimum rent plus a percentage rent based upon sales after certain
minimum thresholds are achieved. The leases generally require the Company to pay
insurance,  utilities, real estate taxes and repair and maintenance expenses. In
general,  our  properties are well  maintained,  adequate and suitable for their
purposes.

Item 3.  LEGAL PROCEEDINGS

There are various  claims,  lawsuits,  and pending  actions  against the Company
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.

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

None.








                                       23



EXECUTIVE OFFICERS OF THE REGISTRANT

The following individuals were serving as executive officers of the Company and
certain of its subsidiaries on September 15, 2005:

                                                              

Name                                        Age    Position with the Company
- ------------------------------------------------  -------------------------------------------------


James F. McCann...........................  54    Chairman of the Board and Chief Executive Officer
Christopher G. McCann.....................  44    Director and President
T. Guy Minetti............................  54    Director and Vice Chairman
Gerard M. Gallagher.......................  52    Senior Vice President, General Counsel, Corporate
                                                  Secretary
Thomas G. Hartnett........................  41    Senior Vice President of Retail and Fulfillment
Tim Hopkins...............................  51    President of Specialty Brands Division
Vincent J. McVeigh........................  44    Senior Vice President
Enzo J. Micali............................  46    Senior Vice President of Information Technology and
                                                  Chief Information Officer
Peter G. Rice.............................  59    President of The Plow & Hearth, Inc.
William E. Shea...........................  46    Senior Vice President of Finance and Administration,
                                                  Treasurer, Chief Financial Officer
Monica Woo................................  49    Chief Marketing Officer


James F.  McCann has  served as the  Company's  Chairman  of the Board and Chief
Executive  Officer since  inception.  Mr. McCann has been in the floral industry
since  1976  when he  began a  retail  chain  of  flower  shops  in the New York
metropolitan  area.  Mr.  McCann is a member of the board of  directors of Gtech
Corporation, Willis Holdings Group and Boyd's Collection. James F. McCann is the
brother of Christopher G. McCann, a Director and the President of the Company.

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

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

Gerard M.  Gallagher  has been our Senior Vice  President,  General  Counsel and
Corporate  Secretary  since August 1999 and has been providing legal services to
the Company  since its  inception.  Mr.  Gallagher is the founder and a managing
partner  in the law firm  Gallagher,  Walker,  Bianco  and  Plastaras,  based in

                                       24


Mineola,  New York,  specializing  in  corporate,  litigation  and  intellectual
property  matters since 1993. Mr.  Gallagher is duly admitted to practice before
the New York  State  Courts and the United  States  District  Courts of both the
Eastern District and Southern District of New York.

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

Tim Hopkins has been our President of the Specialty  Brands division since March
2005. Before holding this position,  Mr. Hopkins was employed with Sur La Table,
Inc.,  a  multi-channel  upscale  specialty  retailer  of gourmet  culinary  and
serveware products, and served as its Chief Executive Officer and Director since
2001.  Prior to joining Sur La Table,  Inc.,  Mr.  Hopkins was employed  with Le
Gourmet Chef, Inc., a national retailer of gourmet foods and served as its Chief
Executive Officer, President and Director since 2000.

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

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


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

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

Monica L.Woo has been our Chief Marketing  Officer since January 2004.  Prior to
joining  the  Company,  Ms. Woo had  founded a  successful  consulting  practice
focusing on growth strategies for such multi-national  clients as Deutsche Bank,
Northwest Airlines and Campbell's Soup. Prior to that, Ms. Woo was the President
of  Bacardi  Global  Brands,  Inc.,  of Bacardi  Limited.  Before  holding  this
position,  Ms. Woo had  assumed a number of senior  executive  positions  in the
financial  services and consumer  packaged goods  sectors,  including the Global
Marketing  Director of Citibank  On-line and the Citibank  Private Bank, and the
Sr. Vice President, European Marketing Director of Diageo PLC.

                                       25




                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information

1-800-FLOWERS.COM's  Class A common  stock trades on The Nasdaq  National  Stock
Market under the ticker symbol  "FLWS." There is no  established  public trading
market for the Company's  Class B common stock.  The following  table sets forth
the reported  high and low sales prices for the  Company's  Class A common stock
for each of the fiscal  quarters  during the fiscal years ended July 3, 2005 and
June 27, 2004.

                                                                                     
                                                                           High            Low
                                                                       -------------- --------------
            Year ended July 3, 2005

              June 28, 2004 - September 26, 2004                          $ 9.64         $ 7.01

              September 27, 2004 - December 26, 2004                      $ 8.95         $ 7.44

              December 27, 2004 - March 27, 2005                          $ 8.75         $ 7.20

              March 28, 2005 - July 3, 2005                               $ 7.83         $ 6.52

            Year ended June 27, 2004

              June 30, 2003 - September 28, 2003                          $ 10.14        $ 7.55

              September 29, 2003 - December 28, 2003                      $ 12.14        $ 7.48

              December 29, 2003 - March 28, 2004                          $ 12.10        $ 8.90

              March 29, 2004 - June 27, 2004                              $ 11.15        $ 9.08


Rights of Common Stock

Holders of Class A common stock generally have the same rights as the holders of
Class B common stock,  except that holders of Class A common stock have one vote
per share and  holders  of Class B common  stock  have 10 votes per share on all
matters  submitted to the vote of stockholders.  Holders of Class A common stock
and  Class B common  stock  generally  vote  together  as a single  class on all
matters presented to the stockholders for their vote or approval,  except as may
be required by Delaware law.  Class B common stock may be converted into Class A
common stock at any time on a  one-for-one  share  basis.  Each share of Class B
common stock will  automatically  convert into one share of Class A common stock
upon its transfer, with limited exceptions.

Holders

As of September 8, 2005, there were approximately  267 stockholders of record of
the Company's Class A common stock,  although the Company believes that there is
a  significantly  larger number of beneficial  owners.  As of September 8, 2005,
there were  approximately  16  stockholders  of record of the Company's  Class B
common stock.

Dividend Policy

Although the Company has never  declared or paid any cash dividends on its Class
A or  Class B  common  stock,  the  Company  anticipates  that it will  generate
increasing free cash flow in excess of its capital investment requirements. As

                                       26

such,  although  the  Company  has no current  intent to do so, the  Company may
choose,  at some future date, to use some portion of its cash for the purpose of
cash dividends.

Resales of Securities

39,937,834  shares  of  Class  A  and  Class  B  common  stock  are  "restricted
securities"  as that  term is  defined  in Rule 144 under  the  Securities  Act.
Restricted securities may be sold in the public market from time to time only if
registered or if they qualify for an exemption from registration  under Rule 144
or 701 under the Securities  Act. As of September 8, 2005, all of such shares of
the Company's  common stock could be sold in the public  market  pursuant to and
subject to the limits  set forth in Rule 144.  Sales of a large  number of these
shares could have an adverse effect on the market price of the Company's Class A
common stock by increasing the number of shares available on the public market.
Purchases of Equity Securities by the Issuer

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program  will be financed  utilizing  available  cash.  As of July 3, 2005,  the
Company  had  repurchased  1,328,050  shares  of Class A common  stock  for $9.8
million,  all of which was  repurchased  during the fiscal  year  ending July 3,
2005.

The following table sets forth, for the months indicated, the Company's purchase
of Class A common  stock  during  the fiscal  year  ending  July 3, 2005,  which
includes the period June 28, 2004 through July 3, 2005.

                                                                                                  
                                                                              Total Number of            Dollar Value of
                                                                            Shares Purchased             Shares that May
                                 Total Number                               as Part of Publicly         Yet Be Purchased
                                  of Shares            Average Price          Announced Plans           Under the Plans or
          Period                  Purchased            Paid Per Share           or Programs                  Programs
- ---------------------------    ------------------    ------------------     ---------------------    ----------------------
                                         (in thousands, except average price paid per share)
         6/28/04 - 7/25/04                     -                     -                         -                   $10,000
         7/26/04 - 8/22/04                  50.0                 $7.43                      50.0                    $9,626
         8/23/04 - 9/26/04                 103.7                 $7.73                     103.7                    $8,820
        9/27/04 - 10/24/04                  86.6                 $8.44                      86.6                    $8,085
       10/25/04 - 11/21/04                  33.0                 $8.22                      33.0                    $7,812
       11/22/04 - 12/26/04                     -                    $-                         -                    $7,812
        12/27/04 - 1/23/05                     -                    $-                         -                    $7,812
         1/24/05 - 2/20/05                     -                    $-                         -                    $7,812
         2/21/05 - 3/27/05                     -                    $-                         -                    $7,812
         3/28/05 - 4/24/05                     -                    $-                         -                    $7,812
         4/25/05 - 5/22/05                 451.7                 $6.98                     451.7                   $14,641
          5/23/05 - 7/3/05                 603.1                 $7.31                     603.1                   $10,187

                               ------------------    ------------------     ---------------------
             Total                       1,328.1                 $7.35                   1,328.1
                               ==================    ==================     =====================



                                       27





Item 6.  SELECTED FINANCIAL DATA

The selected  consolidated  statement of income data for the years ended July 3,
2005, June 27, 2004 and June 29, 2003 and the consolidated balance sheet data as
of July 3, 2005 and June 27, 2004, have been derived from the Company's  audited
consolidated  financial  statements  included elsewhere in this Annual Report on
Form 10-K.  The  selected  consolidated  statement  of income data for the years
ended June 30,  2002 and July 1, 2001,  and the  selected  consolidated  balance
sheet data as of June 29, 2003, June 30, 2002 and July 1, 2001, are derived from
the Company's audited  consolidated  financial statements which are not included
in this Annual Report on Form 10-K.

The following  tables summarize the Company's  consolidated  statement of income
and balance sheet data.  The Company  acquired  Cheryl & Co. in March 2005,  The
Winetasting  Network in November 2004, The Popcorn  Factory in May 2002, and The
Children's Group in June 2001. The following financial data reflects the results
of operations of these subsidiaries since their respective dates of acquisition.
This  information  should be read together with the discussion in  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
the Company's  consolidated  financial  statements and notes to those statements
included elsewhere in this Annual Report on Form 10-K.

                                                                                                    
                                                                                       Years ended
                                                      ----------------------------------------------------------------------
                                                        July 3,       June 27,       June 29,     June 30,       July 1,
                                                         2005           2004           2003         2002          2001
                                                      ------------  -------------  ------------- ------------ --------------
                                                                         (in thousands, except per share data)
Consolidated Statement of Income Data:
Net revenues:
  Online                                               $ 360,902       $ 307,470      $ 265,278   $ 218,179     $ 182,924
  Telephonic                                             259,929         263,039        271,071     248,931       230,723
  Retail/fulfillment                                      49,848          33,469         29,269      30,095        28,592
                                                      ------------  -------------  ------------- ------------ --------------
     Total net revenues                                  670,679         603,978        565,618     497,205       442,239
Cost of revenues                                         395,028         351,111        324,565     293,269       267,779
                                                      ------------  -------------  ------------- ------------ --------------
Gross profit                                             275,651         252,867        241,053     203,936       174,460

Operating expenses:
  Marketing and sales                                    198,935         172,251        170,013     150,638       154,321
  Technology and development                              14,757          13,799         13,937      13,723        16,853
  General and administrative                              35,572          30,415         29,593      28,179        27,043
  Depreciation and amortization                           14,489          14,992         15,389      15,061        21,716
                                                      ------------  -------------  ------------- ------------ --------------
     Total operating expenses                            263,753         231,457        228,932     207,601       219,933
                                                      ------------  -------------  ------------- ------------ --------------
Operating income (loss)                                   11,898          21,410         12,121      (3,665)      (45,473)
Other income, net                                          1,349             320            117       1,448         4,152
                                                      ------------  -------------  ------------- ------------ --------------
Income (loss) before income taxes                         13,247          21,730         12,238      (2,217)      (41,321)
Income taxes (benefit)                                     5,398         (19,174)             -        (706)            -
                                                      ------------  -------------  ------------- ------------ --------------
Net income (loss)                                        $ 7,849         $40,904       $ 12,238    $ (1,511)    $ (41,321)
                                                      ============  =============  ============= ============ ==============
Net income (loss) per common share:
  Basic                                                    $0.12           $0.62          $0.19      $(0.02)       $(0.64)
                                                      ============  =============  ============= ============ ==============
  Diluted                                                  $0.12           $0.60          $0.18      $(0.02)       $(0.64)
                                                      ============  =============  ============= ============ ==============

Shares used in the calculation of net income
  (loss) per common share:
  Basic                                                   66,038          65,959         65,566      64,703        64,197
                                                      ============  =============  ============= ============ ==============
  Diluted                                                 67,402          68,165         67,670      64,703        64,197
                                                      ============  =============  ============= ============ ==============






                                       28








                                                                                                          
                                                                                          As of

                                                         -------------- -------------- -------------- --------------- -------------
                                                         July 3, 2005   June 27, 2004  June 29, 2003   June 30, 2002   July 1, 2001
                                                         -------------- -------------- -------------- --------------- -------------
                                                                                       (in thousands)
      Consolidated Balance Sheet Data:
      Cash and equivalents and short-term investments      $ 46,608       $103,374       $ 61,218        $63,399         $63,896
      Working capital                                        41,692         83,704         26,875         23,301          27,409
      Investments-non current                                     -          8,260         19,471          9,591          16,284
      Total assets                                          251,952        261,552        214,796        207,157         195,257
      Long-term liabilities                                   5,900          8,874         12,820         15,939          16,029
      Total stockholders' equity                            186,334        186,390        137,288        123,908         117,816





































                                       29





Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

Overview

For more than 25 years, 1-800-FLOWERS.COM Inc. - "Your  Florist of Choice(sm)" -
has been  providing  customers  across the nation with the freshest  flowers and
finest selection of plants,  gift baskets,  gourmet foods and  confections,  and
plush stuffed animals perfect for every  occasion.  1-800-FLOWERS.COM(R)  offers
the best of both worlds: exquisite,  florist-designed  arrangements individually
created by some of the nation's top floral artists and  hand-delivered  the same
day, and spectacular  flowers  delivered  through its Fresh From Our Growers(sm)
program.

Customers can shop 1-800-FLOWERS.COM 24 hours a day, 7 days a week via the phone
or  Internet   (1-800-356-9377   or   www.1800flowers.com)   or  by  visiting  a
Company-operated or franchised store. Gift advisors are available 24/7, and fast
and  reliable  delivery is offered  same day,  any day.  As always,  100 percent
satisfaction and freshness is guaranteed.  The  1-800-FLOWERS.COM  collection of
brands  also  includes  home  and  garden  merchandise  from  Plow  &  Hearth(R)
(1-800-627-1712 or www.plowandhearth.com);  premium popcorn and specialty treats
from  The  Popcorn  Factory(R)  (1-800-541-2676  or  www.thepopcornfactory.com);
exceptional  cookies  and baked  gifts  from  Cheryl&Co.(R)  (1-800-443-8124  or
www.cherylandco.com);  gourmet foods from GreatFood.com(R)  (www.greatfood.com);
children's  gifts from  HearthSong(R)  (www.hearthsong.com)  and Magic  Cabin(R)
(www.magiccabin.com)   and   wine   gifts   from  The   Winetasting   Network(R)
(www.ambrosiawine.com and www.winetasting.com). 1-800-FLOWERS.COM, Inc. stock is
traded on the NASDAQ market under ticker symbol FLWS.

Most of the Company's floral orders are fulfilled through BloomNet(R) (comprised
of independent  florists  operating retail flower shops and Local Fulfillment or
Design  Centers  ("LFC's"),  Company-owned  stores and  fulfillment  centers and
franchise stores). The Company transmits its orders either through BloomLink(R),
its  proprietary   Internet-based   electronic   communication  system,  or  the
communication  system of a  third-party.  A portion of the Company's  floral and
gift merchandise,  as well as its home and garden  merchandise,  non-floral gift
products and gourmet food  merchandise,  are shipped by the Company,  members of
BloomNet(R),  or third parties  directly to the customer using common  carriers.
Most of the Company's  home and garden  products are fulfilled from its Madison,
Virginia fulfillment center or its Vandalia,  Ohio distribution facility,  while
the Company's  children's  merchandise is fulfilled from its Vandalia  facility.
The Company's gourmet popcorn and related  merchandise is produced and fulfilled
primarily from its Lake Forest,  Illinois  manufacturing  facility.  Cookies and
related  gifts are baked and  fulfilled  from the  Company's  Westerville,  Ohio
facility, while winery services and wine gifts are shipped from its distribution
facility in Napa, California or through third-parties.

As of July 3, 2005, the Company-owned retail fulfillment operations consisted of
34 retail stores and 8 fulfillment  centers.  Retail  fulfillment  revenues also
includes fees paid to the Company by, and the sale of wholesale  products by the
Company to, members of its BloomNet(R)  network as well as distribution  service
fees for its winery  fulfillment  operations,  wholesale bakery product revenue,
and  royalties,  fees and sublease  rent paid to the Company by its 83 franchise
stores. Company-owned stores serve as local points of fulfillment and enable the
Company to test new  products and  marketing  programs.  As such, a  significant
percentage of the revenues  derived from  Company-owned  stores and  fulfillment
centers represent  fulfillment of its telephonic and online sales channel floral
orders and are eliminated as inter-company revenues.

                                       30



Results of Operations

The  Company's  fiscal  year is a 52- or  53-week  period  ending on the  Sunday
nearest to June 30. Fiscal year 2005, which ended on July 3, 2005,  consisted of
53 weeks,  while  fiscal  years 2004 and 2003,  which ended on June 27, 2004 and
June 29, 2003, respectively, consisted of 52 weeks.

Net Revenues

                                                                                
                                                              Years Ended
                                 ----------------------------------------------------------------------
                                   July 3,                      June 27,                    June 29,
                                    2005         % Change         2004        % Change        2003
                                 ------------ --------------- ------------- ------------- -------------

                                                            (in thousands)
    Net revenues:
     Online                         $360,902         17.4%      $307,470        15.9%      $265,278
     Telephonic                      259,929         (1.2%)      263,039        (3.0%)      271,071
     Retail/fulfillment               49,848         48.9%        33,469        14.3%        29,269
                                      ------                      ------                     ------
                                    $670,679         11.0%      $603,978         6.8%      $565,618
                                    ========                    ========                   ========


Net revenues consist primarily of the selling price of the merchandise,  service
or outbound shipping charges, less discounts, returns and credits. The Company's
combined telephonic and online revenue growth of 8.8% and 6.4% during the fiscal
years ended July 3, 2005 and June 27, 2004, respectively, was due to an increase
in order volume resulting from: (i) the Company's strong brand name recognition,
(ii)  continued  leveraging  of its  existing  customer  base,  (iii)  increased
spending on its marketing  and selling  programs,  designed to improve  customer
acquisition and accelerate  top-line growth, and (iv) the turnaround of the home
and garden gift category,  which implemented a revised marketing plan to enhance
its product  offerings,  and improve the creative  look and feel of its catalogs
after experiencing a decline in sales during fiscal 2004. In addition,  revenues
were  favorably  impacted  by the  incremental  revenue  from  Cheryl  & Co.,  a
manufacturer  of cookies and baked gifts,  which was acquired in March 2005, and
the inclusion of an additional  week of sales,  as fiscal year 2005 consisted of
53 weeks.  During the fiscal year ended June 27, 2004,  the  Company's  combined
telephonic and online sales channels experienced strong growth in the floral and
complementary gift categories of gourmet food gifts, such as the Popcorn Factory
line of  products,  gift  baskets  and  children's  gifts,  but this  growth was
partially  offset by slower  sales in the home and  garden  gift  category  as a
result of internal  marketing and merchandising  issues, as well as increasingly
competitive market conditions.

The Company fulfilled approximately 10,213,000,  9,322,000, and 8,681,000 orders
through its  combined  telephonic  and online sales  channels  during the fiscal
years  ended July 3,  2005,  June 27,  2004,  and June 29,  2003,  respectively,
representing  increases of 9.6% and 7.4% over the respective prior fiscal years.
Order volume  through the  Company's  online sales channel  increased  17.5% and
15.6%, during the years ended July 3, 2005 and June 27, 2004, respectively, as a
result of  improved  conversion  of  qualified  traffic  through  the  Company's
Websites, and increased marketing efforts through search engines and affiliates.
The continued migration of customers from the Company's telephonic sales channel
also contributed to the growth within the online sales channel, resulting in the
order volume  decreases of 1.1% and 1.9%  experienced  by the  telephonic  sales
channel  during the fiscal  years  ending  July 3, 2005 and June 27,  2004.  The
Company's  combined  telephonic and online sales channel average order value has
declined slightly as a result of product mix, and was $60.79 during fiscal 2005,
compared with $61.20 in fiscal 2004 and $61.79 during fiscal 2003.

The Company's  online sales channel  contributed  58.1%,  53.9% and 49.5% of the
total combined telephonic and online revenues during the fiscal years ended July
3, 2005, June 27, 2004 and June 29, 2003,  respectively.  The Company intends to

                                       31


continue to drive revenue  growth  through its online sales channel and continue
the  migration  of its  customers  from  the  telephone  to the Web for  several
important  reasons:  (i)  online  orders  are less  expensive  to  process  than
telephonic  orders,  (ii) online  customers can view the Company's full range of
gift offerings,  including  non-floral  gifts,  which in many cases yield higher
gross  margin  opportunities,  (iii)  online  customers  can  utilize all of the
Company's  services,  such as the various  gift search  functions,  order status
check  and  reminder  service,  thereby  deepening  the  relationship  with  its
customers and leading to increased  order rates,  and (iv) when customers  visit
the  Company  online,  it provides an  opportunity  to interact  with them in an
electronic dialog via cost efficient marketing programs.

Retail/fulfillment revenues for the fiscal years ended July 3, 2005 and June 27,
2004  increased  in  comparison  to the prior  years,  primarily  as a result of
increased membership and sales of products to the Company's BloomNet(R) members.
Additionally,  during fiscal 2005 the Company  generated winery services revenue
via its November  2004  acquisition  of The  Winetasting  Network and retail and
wholesale bakery product revenue via its March 2005 acquisition of Cheryl & Co.

At the start of the second half of fiscal 2005, the Company initiated a strategy
designed  to  extend  the  Company's  leadership  position  in  the  floral  and
thoughtful gift  marketplace,  and  implemented  plans to increase its marketing
spending to drive increased customer acquisition particularly in the core floral
gift  category.  As a  result,  during  the  fiscal  year  ended  July 3,  2005,
non-floral  gift products  accounted for 47.3% of total combined  telephonic and
online net revenues, compared to 47.8% and 49.5% during the years ended June 27,
2004 and June 29, 2003, respectively. The Company intends to continue to execute
against this plan, and in addition to increasing its media presence, the Company
will expand its BloomNet  business-to-business floral operations,  build out its
technology  platform,  and  increase  the depth of its  marketing  programs  and
personnel within its recently  acquired wine gift business and cookies and baked
goods  product line which support the  Company's  growing  gourmet gift and gift
basket  product line.  While the Company  believes that these  investments  will
impact the Company's  earnings growth over the short term, over the longer term,
the Company  believes that this  strategy will enable it to achieve  sustainable
double digit revenue  growth and provide  further  leverage  within its business
model and therefore improved profitability.

Gross Profit

                                                                                
                                                              Years Ended
                                 ----------------------------------------------------------------------
                                   July 3,                      June 27,                    June 29,
                                    2005         % Change         2004        % Change        2003
                                 ------------ --------------- ------------- ------------- -------------
                                                             (in thousands)

    Gross profit                   $275,651         9.0%        $252,867         4.9%       $241,053
    Gross margin %                   41.1%                        41.9%                       42.6%


Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily  of  florist  fulfillment  costs  (primarily  fees  paid  directly  to
florists),  the cost of floral and non-floral merchandise sold from inventory or
through third  parties,  and  associated  costs  including  inbound and outbound
shipping  charges.  Additionally,  cost of revenues  include  labor and facility
costs related to direct-to-consumer  merchandise operations, as well as facility
costs on properties that are sublet to the Company's  franchisees.  Gross profit
increased  during the fiscal  years ended July 3, 2005 and June 27,  2004,  as a
result  of  increased  order  volume  from  the  Company's   online  and  retail
fulfillment sales channels, and the incremental gross profit associated with the
acquisitions  of  Cheryl & Co.  in March  2005 and The  Winetasting  Network  in
November  2004.  During the fiscal  years  ended July 3, 2005 and June 27,  2004

                                       32


gross margin percentage declined by 80 and 70 basis points,  respectively,  over
the  prior  fiscal  years,  due  to a  combination  of  product  mix,  increased
promotional  pricing,  and increased  carrier fuel surcharges and shipping costs
associated with the Monday placement of the Valentine's Day Holiday.

During  fiscal  2006,  although  varying by quarter due to  seasonal  changes in
product mix, the Company  expects that its gross margin  percentage will improve
primarily through the continued growth of its higher margin specialty brand gift
categories,  including  the  recent  acquisition  of Cheryl & Co.,  and  through
improved  sourcing,  pricing  initiatives  and customer  service and fulfillment
enhancements  which are  expected  to  mitigate  continued  pressure on shipping
costs.

Marketing and Sales Expense

                                                                               
                                                              Years Ended
                                 ----------------------------------------------------------------------
                                   July 3,                      June 27,                    June 29,
                                    2005         % Change         2004        % Change        2003
                                 ------------ --------------- ------------- ------------- -------------
                                                              (in thousands)


     Marketing and sales           $198,935         15.5%       $172,251          1.3%       $170,013
     Percentage of sales             29.7%                        28.5%                        30.1%


Marketing and sales expense  consists  primarily of advertising  and promotional
expenditures,   catalog  costs,  online  portal  agreements,  retail  store  and
fulfillment  operations  (other  than costs  included in cost of  revenues)  and
customer  service  center  expenses,  as well as the  operating  expenses of the
Company's   departments   engaged  in  marketing,   selling  and   merchandising
activities.  Marketing and sales expense increased during the year ended July 3,
2005 as a result of the Company's  efforts to increase new customer  acquisition
and accelerate  top-line growth through increased  spending on media, as well as
adding personnel to expand its BloomNet  business-to-business floral operations.
Partially   funding  the  increased   spending  were  volume  related  operating
efficiencies,  and a continued  reduction of order processing costs. As a result
of the Company's  cost-efficient  customer retention programs,  of the 6,182,000
customers who placed  orders  during the year ended July 3, 2005,  approximately
46.4% represented repeat customers compared to 45.0% in fiscal 2004 and 42.4% in
fiscal 2003. In addition,  as a result of the Company's strategic  initiative to
increase its marketing  and selling  efforts,  specifically,  in its core floral
gift business, the Company added 3,311,000 new customers in fiscal 2005 compared
with 3,141,000 and 3,106,000 in fiscal 2004 and fiscal 2003, respectively.

Marketing and sales expense  decreased as a percentage of net revenue during the
year ended June 27, 2004 in  comparison  to the prior fiscal year as a result of
volume related efficiencies and reduced order processing costs, as well as a net
reduction in advertising  cost per order,  resulting from a shift in product mix
to floral products,  which enabled it to proportionately  reduce the circulation
of higher  cost per  order  catalogs  in favor of lower  cost  media and  online
advertising.

The Company  expects to increase its  marketing  and sales  spending in order to
accelerate  its rate of new  customer  acquisition,  while also  leveraging  its
already  significant  customer base through cost effective,  customer  retention
initiatives.  Such spending will include an increasing presence in online search
and  affiliate  relationships,  as well as in  direct  marketing  and  broadcast
advertising  programs.  In  addition,  the  Company  plans  to  continue  to add
personnel to grow its BloomNet  membership and support the anticipated growth of
its  recently  acquired  wine  business.  As a result,  over the short  term the
Company  expects that marketing and sales  expense,  as a percentage of revenue,
will be consistent with the prior year.

                                       33


Technology and Development Expense

                                                                                   
                                                                 Years Ended
                                    ----------------------------------------------------------------------
                                      July 3,                      June 27,                    June 29,
                                       2005         % Change         2004        % Change        2003
                                    ------------ --------------- ------------- ------------- -------------
                                                                  (in thousands)


     Technology and development        $14,757          6.9%         $13,799       (1.0)%       $13,937
     Percentage of sales                 2.2%                          2.3%                       2.5%


Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its Web sites,  including hosting,  design,  content development and maintenance
and support  costs  related to the  Company's  order  entry,  customer  service,
fulfillment and database systems.  Technology and development  expense increased
during the year ended July 3,  2005,  primarily  as a result of the  incremental
expenses  associated with the acquisition of The Winetasting Network in November
2004 and Cheryl & Co. in March  2005,  as well as for  increases  in the cost of
maintenance and license agreements required to support the Company's  technology
platform.  During the fiscal year ended June 27, 2004 technology and development
expense decreased as a percentage of net revenue and in absolute spending due to
the Company's  ability to internalize  its development  functions,  thereby cost
effectively  enhancing the content and  functionality of the Company's Web sites
and improving the  performance of the fulfillment  and database  systems,  while
adding  improved  operational  flexibility and  supplemental  back-up and system
redundancy.  During the fiscal years ended July 3, 2005, June 27, 2004, and June
29, 2003, the Company expended $24.0 million,  $22.8 million,  and $22.2 million
on technology and  development,  of which $9.2 million,  $9.0 million,  and $8.3
million, respectively, has been capitalized.

Although  over the longer term,  the Company  believes  that it will continue to
demonstrate  its ability to leverage its IT platforms,  during fiscal 2006,  the
Company  intends  to  improve  the  technology  infrastructure  of its wine gift
business,  as well as the recently acquired Cheryl & Co. cookies and baked gifts
business,  and therefore  expects that technology and development  spending as a
percentage of net revenues will be consistent with the prior year.

General and Administrative Expenses

                                                                                    
                                                                   Years Ended
                                      ----------------------------------------------------------------------
                                        July 3,                      June 27,                    June 29,
                                         2005         % Change         2004        % Change        2003
                                      ------------ --------------- ------------- ------------- -------------
                                                                   (in thousands)


    General and administrative          $35,572         17.0%          $30,415         2.8%       $29,593
    Percentage of sales                   5.3%                           5.0%                       5.2%


General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general corporate expenses.  General and administrative  expense increased
during the fiscal  year ended  July 3, 2005,  due to: (i)  incremental  expenses
associated  with the Company's  wine gift product line and  additional  overhead
added  during a seasonally  slow period for Cheryl & Co.,  which was acquired in
March 2005, (ii) an increase in professional fees associated with Sarbanes-Oxley
compliance,  and  (iii)  increased  travel  and  entertainment  related  to  the
Company's  BloomNet  business-to-business  expansion.  Although  declining  as a
percentage of net revenues, general and administrative expenses increased during
the fiscal year ended June 27, 2004, in comparison to the prior year,  primarily
as a result of increased health and business  insurance costs,  partially offset
by various cost reduction initiatives.

                                       34


Although  the  Company  believes  that its current  general  and  administrative
infrastructure  is sufficient to support existing  requirements,  as a result of
the incremental  expenses  associated  with the  acquisitions of The Winetasting
Network  and  Cheryl  &  Co.,   the  Company   expects   that  its  general  and
administrative  expenses as a percentage of net revenue  during fiscal 2006 will
be consistent to increase slightly in comparison to fiscal 2005.

Depreciation and Amortization

                                                                                      
                                                                   Years Ended
                                      ----------------------------------------------------------------------
                                        July 3,                      June 27,                    June 29,
                                         2005         % Change         2004        % Change        2003
                                      ------------ --------------- ------------- ------------- -------------
                                                                  (in thousands)


    Depreciation and amortization        $14,489        (3.4)%        $14,992        (2.6)%       $15,389
    Percentage of sales                    2.2%                         2.5%                        2.7%


Depreciation and amortization expense during the fiscal years ended July 3, 2005
and June 27, 2004  decreased  slightly in  comparison  to the  respective  prior
fiscal years,  reflecting the impact of the Company's  declining rate of capital
additions, and the leverage of the Company's existing infrastructure.

Although the Company believes that continued  investment in its  infrastructure,
primarily in the areas of technology and development,  including the improvement
of the technology  platform of its wine gift business and anticipated  expansion
of Cheryl & Co.'s operations, is critical to attaining its strategic objectives,
the Company  expects  that  depreciation  and  amortization  in fiscal 2006 will
continue to decrease as a  percentage  of net  revenues in  comparison  to prior
years.

Other Income (Expense)

                                                                                     
                                                                   Years Ended
                                      ----------------------------------------------------------------------
                                        July 3,                      June 27,                    June 29,
                                         2005         % Change         2004        % Change        2003
                                      ------------ --------------- ------------- ------------- -------------
                                                                   (in thousands)

  Interest income                         $1,690         27.6%         $1,324         14.4%        $1,157
  Interest expense                          (481)        27.5%           (663)        32.5%          (982)
  Other, net                                 140        141.1%           (341)       487.9%           (58)
                                      ------------                 -------------               -------------
                                          $1,349        321.6%           $320        173.5%           $117
                                      ============                 =============               =============


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 capital leases and other long-term debt.
The  increase in other  income  (expense)  during the fiscal years ended July 3,
2005,  in comparison  to the fiscal 2004 was  primarily  attributable  to higher
interest income resulting from an increase in interest rate returns,  as well as
lower interest expense due to maturing debt and capital lease  obligations.  The
increase in other income  (expense)  during the fiscal year ended June 27, 2004,
in comparison to the prior fiscal year,  resulted  primarily from an increase in
interest  income  resulting  from higher  invested cash balances  generated from
operations,  and a reduction in interest expense associated with the refinancing
of a series of fixed and  variable  rate  mortgage and  equipment  notes in June
2003,  partially  offset by losses incurred upon  closure/conversion  of certain
retail stores.

                                       35




Income Taxes

During the fiscal  year ended July 3,  2005,  the  Company  recorded  income tax
expense of approximately $5.4 million.  The Company's effective tax rate for the
fiscal year ended July 3, 2005 was approximately  40.7%, which differed from the
U.S.  federal  statutory  rate  of 35%  primarily  due to  state  income  taxes,
partially  offset by various  tax  credits.  During  fiscal  2006,  the  Company
anticipates an effective tax rate between 41%-42%.

During the fiscal year ended June 27, 2004,  the Company  recorded an income tax
benefit of approximately $19.2 million (net) due to the removal of the Company's
valuation  allowance on its deferred tax assets which consisted primarily of net
operating loss carryforwards  (see below),  offset in part by income tax expense
for federal alternative minimum tax and various state taxes resulting from state
tax law changes  that  deferred the use of available  net  operating  losses for
state purposes.

At June 27, 2004,  management of the Company reassessed the valuation  allowance
previously  established  against  its net  deferred  tax  assets.  Based  on the
Company's  earnings  history and projected  future  taxable  income,  management
determined that it is more likely than not that the deferred tax assets would be
realized.   Accordingly,   the  Company  removed  the  valuation   allowance  of
approximately  $30.0  million  from its  deferred  tax assets  resulting  in the
recognition of an income tax benefit of approximately $20.8 million, a reduction
of goodwill of approximately $3.1 million, related to the acquired net operating
losses of  GreatFood.com,  and an  increase  in  additional  paid-in-capital  of
approximately  $6.1  million  related to income  tax  benefits  associated  with
employee stock option exercises.  The favorable impact of the income tax benefit
has distorted the trends in our net income and will impact the  comparability of
our net income with other periods.

At  July  3,  2005,   the  Company's   federal  and  state  net  operating  loss
carryforwards were  approximately  $60.5 million,  which, if not utilized,  will
begin to expire in fiscal year 2020.










                                       36



Quarterly Results of Operations

The  following  table  provides  unaudited  quarterly  consolidated  results  of
operations for each quarter of fiscal years 2005 and 2004. The Company  believes
this unaudited information has been prepared  substantially on the same basis as
the  annual  audited   consolidated   financial  statements  and  all  necessary
adjustments, consisting of only normal recurring adjustments, have been included
in the  amounts  stated  below  to  present  fairly  the  Company's  results  of
operations. The operating results for any quarter are not necessarily indicative
of the operating results for any future period.

                                                                                      
                                                                  Three months ended
                                 -------------------------------------------------------------------------------------
                                  Jul. 3,   Mar. 27,  Dec. 26,   Sep. 26,    Jun. 27,  Mar. 28,   Dec. 28,  Sep. 28,
                                   2005      2005      2004       2004        2004      2004        2003      2003
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------
                                                         (in thousands, except per share data)
Net revenues:
 Online                          $108,492   $91,638   $107,686   $53,086     $93,135    $74,521    $90,878    $48,936
 Telephonic                        60,349    52,424    109,570    37,586      58,443     50,851    113,374     40,371
 Retail/fulfillment                17,277    12,971     12,758     6,842       9,989      8,697      8,930      5,853
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------
Total net revenues                186,118   157,033    230,014    97,514     161,567    134,069    213,182     95,160
Cost of revenues                  111,737    97,947    127,402    57,942      98,039     79,429    117,550     56,093
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------
Gross profit                       74,381    59,086    102,612    39,572      63,528     54,640     95,632     39,067

Operating expenses:
 Marketing and sales               50,389    45,813     72,841    29,892      38,950     37,693     66,762     28,846
 Technology and development         4,201     4,160      3,292     3,104       3,289      3,576      3,503      3,431
 General and administrative        10,152     9,864      7,954     7,602       7,187      7,872      7,577      7,779
 Depreciation and amortization      3,473     3,350      3,770     3,896       3,660      3,572      3,843      3,917
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------
   Total operating expenses        68,215    63,187     87,857    44,494      53,086     52,713     81,685     43,973
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------

Operating income (loss)             6,166    (4,101)    14,755    (4,922)     10,442      1,927     13,947     (4,906)

Other income (expense), net           423       509        172       245         455         82         23       (240)
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------

Income (loss) before income taxes   6,589    (3,592)    14,927    (4,677)     10,897      2,009     13,970     (5,146)
Income taxes (benefit)              2,688    (1,546)     6,223    (1,967)    (19,532)        66        292          -
                                 --------- --------- ---------- ----------- --------- ---------- ---------- ----------

Net income (loss)                  $3,901   $(2,046)    $8,704   $(2,710)    $30,429     $1,943    $13,678    $(5,146)
                                 ========= ========= ========== =========== ========= ========== ========== ==========

Net income (loss) per share:
  Basic                             $0.06    $(0.03)     $0.13    $(0.04)      $0.46      $0.03      $0.21     $(0.08)
                                 ========= ========= ========== =========== ========= ========== ========== ==========
  Diluted                           $0.06    $(0.03)     $0.13    $(0.04)      $0.45      $0.03      $0.20     $(0.08)
                                 ========= ========= ========== =========== ========= ========== ========== ==========


The Company's quarterly results may experience seasonal fluctuations. Due to the
Company's expansion into non-floral products,  including the acquisitions of The
Winetasting  Network  and Cheryl & Co.  during  fiscal  2005,  the  Thanksgiving
through Christmas holiday season, which falls within the Company's second fiscal
quarter,  generates the highest  proportion of the  Company's  annual  revenues.
Additionally,  as the  result of a number  of major  floral  gifting  occasions,
including Mother's Day,  Administrative  Professionals Week and Easter, revenues
also rise during the  Company's  fiscal  fourth  quarter.  In addition,  results
during the Company's  fiscal first  quarter will be  negatively  impacted by the
aforementioned  acquisitions  due to their seasonal  nature and the  incremental
overhead incurred during this slow period.

Liquidity and Capital Resources

At July 3, 2005,  the Company had working  capital of $41.7  million,  including

                                       37


cash and  equivalents and short-term  investments of $46.6 million,  compared to
working capital of $83.7 million,  including cash and equivalents and short-term
investments  of  $103.4  million,  at June 27,  2004.  In  addition  to cash and
short-term investments,  at June 27, 2004, the Company maintained  approximately
$8.3 million of long-term investments,  consisting primarily of investment grade
corporate and U.S. government securities.

Net cash  provided by operating  activities of $10.4 million for the fiscal year
ended  July 3,  2005  was  primarily  attributable  to  earnings,  adjusted  for
depreciation and amortization, deferred income taxes and other non-cash charges,
which in total  amounted  to  $27.5  million,  offset  in part by  increases  in
inventory related to foreign sourced products and the post-acquisition inventory
build of The  Winetasting  Network  and Cheryl & Co. and  decreases  in accounts
payable and accrued expenses primarily related to additional vendor payments due
to the timing of the fiscal 2005 year end.

Net cash used in investing activities of $39.9 million for the fiscal year ended
July 3, 2005 was primarily attributable to funding acquisitions ($51.0 million),
including  The  Winetasting   Network  and  Cheryl  &  Co.,  which  amounted  to
approximately $9.5 million and $41.1 million,  respectively,  as well as capital
expenditures  primarily  related  to the  Company's  technology  infrastructure,
offset  in  part by net  proceeds  from  the  sale  of the  Company's  long-term
investments.

Net cash used in financing activities of $11.3 million for the fiscal year ended
July 3, 2005,  resulted primarily from cash used to repurchase  1,328,050 shares
of the  Company's  Class A common  stock,  which were  placed in  treasury,  for
approximately  $9.8  million,  as well as the  repayment of amounts  outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received upon the exercise of employee stock
options and  employee  stock  purchase  plan.  The  Company  has a $5.0  million
revolving line of credit,  renewable  November 30, 2005 (none outstanding at any
point during the fiscal year ending July 3, 2005), available for working capital
purposes.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities.  During fiscal 2005, the Company utilized available cash balances to
fund its  acquisitions of The  Winetasting  Network and Cheryl & Co., as well as
its share repurchase  program,  which in the aggregate amounted to approximately
$60.8  million.  As a result,  the Company may  utilize,  and or  increase,  its
existing $5.0 million line of credit during its fiscal first and second  quarter
to fund working  capital  requirements,  which have  increased  during this time
period,  due to the Company's  continued  expansion  into  non-floral  products,
including the aforementioned  acquisitions of The Winetasting Network and Cheryl
& Co.

At July 3, 2005, 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                          $4,598           $1,414          $3,058       $   126          $    -
Capital lease obligations                1,838            1,440             379            19               -
Operating lease obligations             57,258            7,465          12,466         9,016          28,311
Sublease obligations                     8,790            2,448           3,548         1,815             979
Other cash obligations (*)                  93               93               -             -               -
Purchase commitments (**)               29,989           29,989               -             -               -
                                     -----------    --------------    ----------   ------------     -------------
Total                                 $102,566          $42,849         $19,451       $10,976         $29,290
                                     ===========    ==============    ==========   ============     =============


                                       38


(*) Other cash obligations include $0.1  million of franchise lease  guarantees.
(**)Purchase commitments consist primarily of inventory and equipment purchase
    orders made in the ordinary course of business.

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program  will be financed  utilizing  available  cash.  As of July 3, 2005,  the
Company had repurchased  1,328,050 shares of common stock for $9.8 million,  all
of which was repurchased during the fiscal year ending July 3, 2005.

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  online,  telephonic  and  retail  fulfillment
operations 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.

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

                                       39


intangible assets with determinable lives is amortized to reflect the pattern of
economic benefits consumed, on a straight-line basis, over the estimated periods
benefited, ranging from 3 to 16 years.

The Company periodically  evaluates acquired businesses for potential impairment
indicators.  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.

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

Recent Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 123 (Revised  2004),  "Share-Based  Payment" (SFAS  123(R)).  This Statement
revises  SFAS No.123 by  eliminating  the option to account for  employee  stock
options under APB No. 25 and generally  requires companies to recognize the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date  fair value of those awards (the  "fair-value-based"  method).
The Company is adopting  SFAS 123(R)  effective  July 4, 2005 using the modified
prospective  method.  The impact of adopting  SFAS 123(R) cannot be predicted at
this time  because  it will  depend on the  levels of  share-based  compensation
granted in the future;  however,  had the Company  adopted  SFAS 123(R) in prior
periods,  the impact of that  standard  would  have  approximated  the  proforma
disclosure,  excluding the impact of the option acceleration described in Note 1
to the Consolidated Financial Statements.

Item 7A.  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.  Under its current policies,  the Company does not use interest rate
derivative instruments to manage exposure to interest rate changes.







                                       40




Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

           Annual  Financial Statements:  See  Part IV, Item 15  of this  Annual
           Report on Form 10-K.

           Selected Quarterly Financial Data: See Part II, Item 7 of this Annual
           Report on Form 10-K.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.

           None.

Item 9A.   CONTROLS AND PROCEDURES.

           The  Company's  management,  with  the  participation  of  our  Chief
           Executive  Officer and  Chief Financial  Officer, has  evaluated  the
           effectiveness of the design and operation of the Company's disclosure
           controls  and  procedures (as defined in Rules 13a-15(e) or 15d-15(e)
           of the Securities Exchange Act of 1934 (the "Exchange Act") as of the
           end  of the  period covered by this report. Based on such evaluation,
           the  Chief  Executive  Officer  and   Chief  Financial  Officer  have
           concluded  that,  as  of  the  end  of  such  period,  the  Company's
           disclosure  controls  and procedures were  effective in ensuring that
           information  required to be  disclosed by the  Company in the reports
           that  it  files or  submits  under  the  Exchange  Act  is  recorded,
           processed,  summarized  and  reported  on  a  timely  basis,  and  is
           accumulated  and communicated  to the Company's management, including
           including  the Company's Chief  Executive Officer and Chief Financial
           Officer, as  appropriate to allow timely decisions regarding required
           disclosure.






                                       41




           Management's Report on Internal Control Over Financial Reporting

           Management  of  the  Company  is  responsible  for  establishing  and
           maintaining  adequate  internal  control  over  financial  reporting.
           Internal  control  over financial  reporting  is  defined  in   Rules
           13-a-15(f)  and  15d-15(f)  under  the  Exchange  Act  as  a  process
           designed  by,  or  under the  supervision of, the Company's principal
           executive  and  principal financial  officers  and  effected  by  the
           Company's  board  of directors,  management  and  other  personnel to
           provide  reasonable  assurance regarding the reliability of financial
           reporting  and  the  preparation of financial statements for external
           purposes  in  accordance  with  U.S.  generally  accepted  accounting
           principles and includes those policies and procedures that:

           o  pertain to the  maintenance of records that, in reasonable detail,
              accurately and fairly reflect the transactions and dispositions of
              the assets of the Company;

           o  provide  reasonable assurance  that transactions  are  recorded as
              necessary  to  permit  preparation  of  financial  statements   in
              accordance  with  generally  accepted  accounting principles,  and
              that  receipts  and  expenditures  of  the Company  are being made
              only   in  accordance  with   authorization   of   management  and
              directors of the Company; and

           o  provide  reasonable  assurance   regarding  prevention  or  timely
              detection  of  unauthorized  acquisition,  use or  disposition  of
              the  Company's assets  that  could have  a material  effect on the
              financial statements.

           Because of its inherent limitations,  internal control over financial
           reporting may not prevent or detect misstatements. Also,  projections
           of any  evaluation of effectiveness  to future periods are subject to
           the risk that  controls  may become inadequate  because of changes in
           conditions, or that the degree of  compliance  with the  policies  or
           procedures may deteriorate.

           Management  assessed  the  effectiveness  of the  Company's  internal
           control over  financial  reporting as of July 3, 2005. In making this
           assessment,  management  used  the criteria  established in "Internal
           Control-Integrated Framework,"  issued by the Committee of Sponsoring
           Organizations  of the Treadway Commission (COSO).

           Based  on this  assessment, management  believes  that, as of July 3,
           2005  the  Company's  internal control  over financial  reporting  is
           effective.

           The  Company acquired The  Winetasting  Network  on November 15, 2004
           and Cheryl & Co. on  March 28, 2005, and  has excluded  the  acquired
           companies from its assessment of and conclusion on the effectiveness
           of internal control over financial reporting. For the year ended July
           3, 2005, The Winetasting Network and Cheryl & Co., accounted for 1.5%
           of  the  Company's  total  net  revenue.  As  of  July 3,  2005,  The
           Winetasting Network and Cheryl & Co. accounted for 8.3% of the
           Company's total assets, excluding $40.9 million of goodwill and other
           intangible asset amounts that were recorded in connection with the
           acquisitions of The Winetasting Network and Cheryl & Co.

           Ernst  &  Young LLP,  the  Company's  independent  registered  public
           accounting  firm, has  issued a report on management's assessment and
           the  effectiveness of  the Company's internal  control over financial
           reporting, as of July 3, 2005; their report is included in Item 9A.

                                       42


           Report of Independent Registered Public Accounting Firm

           To the Board of Directors and Stockholders of 1-800-FLOWERS.COM, Inc.
           and Subsidiaries

           We have audited management's assessment, included in the accompanying
           Management's Report  on Internal  Control  Over Financial  Reporting,
           that  1-800-FLOWERS.COM,  Inc.  and   Subsidiaries   (the  "Company")
           maintained   effective  internal  control  over  financial  reporting
           as  of  July 3, 2005,  based  on  criteria  established  in  Internal
           Control - Integrated Framework issued by the Committee of  Sponsoring
           Organizations  of   the  Treadway  Commission  (the  COSO criteria).
           1-800-FLOWERS.COM,  Inc.'s  management is responsible for maintaining
           effective  internal  control over  financial  reporting and  for  its
           assessment of  the effectiveness  of internal  control over financial
           reporting.   Our  responsibility  is   to  express   an   opinion  on
           management's  assessment and an  opinion on the effectiveness  of the
           Company's internal  control  over  financial  reporting  based on our
           audit.

           We  conducted  our  audit in  accordance  with  the standards  of the
           Public  Company  Accounting  Oversight  Board (United States).  Those
           standards  require that  we plan  and perform  the  audit  to  obtain
           reasonable  assurance  about whether  effective internal control over
           financial  reporting  was  maintained  in  all material respects. Our
           audit  included  obtaining  an understanding of internal control over
           financial  reporting,  evaluating  management's  assessment,  testing
           and  evaluating  the design  and operating  effectiveness of internal
           control, and  performing  such  other  procedures  as  we  considered
           necessary  in the circumstances. We  believe that  our audit provides
           a reasonable basis for our opinion.

           A company's  internal control  over  financial reporting is a process
           designed  to provide  reasonable  assurance regarding the reliability
           of  financial  reporting and  the preparation of financial statements
           for  external  purposes   in  accordance  with   generally   accepted
           accounting  principles. A company's internal  control over  financial
           reporting  includes those  policies and  procedures that (1)  pertain
           to the maintenance of records that, in  reasonable detail, accurately
           and fairly reflect the transactions and dispositions of the assets of
           the company; (2) provide  reasonable assurance  that transactions are
           recorded as necessary to  permit preparation  of financial statements
           in accordance with generally accepted accounting principles, and that
           receipts  and expenditures of  the company  are  being  made  only in
           accordance  with authorizations of  management  and  directors of the
           company; and (3) provide reasonable assurance regarding prevention or
           timely detection  of unauthorized acquisition, use, or disposition of
           the  company's  assets that  could have  a  material  effect  on  the
           financial statements.

           Because of its inherent limitations, internal control over financial
           reporting may not prevent or detect  misstatements. Also, projections
           of any evaluation of effectiveness to future periods  are subject  to
           the risk that  controls may  become inadequate  because of changes in
           conditions,  or  that  the degree of compliance  with the policies or
           procedures may deteriorate.

           As  indicated in  the  accompanying  Management's  Report on Internal
           Control Over Financial Reporting in Item 9A, management's  assessment
           of  and  conclusion on  the  effectiveness  of internal control  over
           financial reporting did not include the internal controls of Cheryl &
           Co. and  The Winetasting Network,  which are  included  in the Fiscal
           2005 consolidated financial statements of 1-800-FLOWERS.COM, INC. and
           Subsidiaries and constituted 8.3% of total assets as of July 3, 2005,

                                       43



           excluding  $40.9  million of  goodwill  and  other  intangible  asset
           amounts  recorded in connection with  these acquisitions, and 1.5% of
           revenues  for the  fiscal year  then  ended. Our  audit  of  internal
           control  over  financial  reporting  of  1-800-FLOWERS.COM, INC.  and
           Subsidiaries  also did  not include  an  evaluation  of  the internal
           control over  financial reporting of Cheryl & Co. and The Winetasting
           Network.

           In  our opinion, management's assessment that 1-800-FLOWERS.COM, INC.
           and Subsidiaries maintained effective internal control over financial
           reporting  as  of  July 3, 2005, is fairly  stated, in  all  material
           respects, based  on  the COSO  criteria. Also, in our opinion, 1-800-
           FLOWERS.COM,  INC.  and  Subsidiaries  maintained,  in  all  material
           respects, effective internal control over financial  reporting  as of
           July 3, 2005, based on the COSO criteria.

           We have also audited, in accordance with the standards of  the Public
           Company  Accounting  Oversight  Board  (United  States), the  balance
           sheets of 1-800-FLOWERS.COM, INC. and Subsidiaries (the "Company") as
           of July 3, 2005, and  June 27, 2004,  and  the  related  consolidated
           statements  of income, stockholders' equity, and cash flows  for each
           of  the  three  years in the period ended July 3, 2005 and our report
           dated September 9, 2005 expressed an unqualified opinion thereon.

           /s/ Ernst & Young LLP

           Melville, New York
           September 9, 2005

           Changes in Internal Control Over Financial Reporting

           There  have not  been any changes  in the  Company's internal control
           over financial reporting (as such term is defined in Rules 13a-15(f)
           and 15d-15(f) under the  Exchange Act) during the  quarter ended July
           3, 2005 that  have materially affected, or  are reasonably  likely to
           materially  affect, the  Company's  internal  control  over financial
           reporting.

Item 9B.   OTHER INFORMATION.

           None.



                                       44



                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

           The information set forth in the Proxy Statement for the 2005
           annual meeting of stockholders is incorporated herein by reference.

           The  Company  maintains a  Code of Ethics, which is applicable to all
           directors, officers and employees on the Investor Relations-Corporate
           Governance  tab  of  the Company's  website  at 1800flowers.com.  Any
           amendment  or  waiver to  the  Code  of  Ethics  that  applies to our
           directors or executive officers will be posted on our website or in a
           report filed with the SEC on Form 8-K. A copy of the  Code  of Ethics
           is  available  without  charge  upon  written  request  to:  Investor
           Relations, 1-800-FLOWERS.COM,  Inc., 1600  Stewart  Avenue, Westbury,
           New York 11590.

Item 11.   EXECUTIVE COMPENSATION.

           The information set forth in the Proxy Statement for the 2005
           annual meeting of stockholders is incorporated herein by reference.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS.

           The information set forth in the Proxy Statement for the 2005
           annual meeting of stockholders is incorporated herein by reference.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

           The information set forth in the Proxy Statement for the 2005
           annual meeting of stockholders is incorporated herein by reference.

Item 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.

           The information set forth in the Proxy Statement for the 2005
           annual meeting of stockholders is incorporated herein by reference.


                                       45




                                     PART IV

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

   (a) (1) Index to Consolidated Financial Statements:
                                                                            Page
                                                                            ----

    Report of Independent Registered Public Accounting Firm                  F-1
    Consolidated Balance Sheets as of July 3, 2005 and June 27, 2004         F-2
    Consolidated Statements of Income for the years ended July 3, 2005,
     June 27, 2004 and June 29, 2003                                         F-3
    Consolidated Statements of Stockholders' Equity for the years ended
     July 3, 2005, June 27, 2004 and June 29, 2003                           F-4
    Consolidated Statements of Cash Flows for the years ended July 3, 2005,
     June 27, 2004 and June 29, 2003                                         F-5
     Notes to Consolidated Financial Statements                              F-6

   (a) (2) Index to Financial Statement Schedules:

     Schedule II - Valuation and Qualifying Accounts                         S-1

     All other information and financial statement schedules are omitted
     because they are not applicable, or not required, or because the required
     information is included in the consolidated financial statements or notes
     thereto.













                                       46




   (a)(3) Index to Exhibits

     The  following  exhibits  are required to be filed with this Report by Item
     15(a)(3).  Other than exhibits 10.26, 21.1, 23.1, 24.1, 31.1 and 32.1 which
     are filed herewith, the following exhibits are incorporated by reference to
     the  exhibits  of  same  number  contained  in the  Company's  registration
     statement on Form S-1 (No.  333-78985),  dated  August 2, 1999,  except for
     exhibit  10.23,  which is  incorporated  by reference to the exhibit of the
     same number contained in the Company's  registration  statement on Form S-8
     (No.  333-54590),  dated  January 30, 2001,  and exhibits  10.24 and 10.25,
     which are  incorporated  by  reference  to  Registrant's  Definitive  Proxy
     Statement filed on October 27, 2003 (No. 000-26841). Exhibits 10.10, 10.19,
     10.20,  10.23,  10.24 and 10.25 are  management  contracts or  compensatory
     plans or arrangements.

Exhibit   Description
- -------   -----------

   3.1  Third Amended and Restated Certificate of Incorporation.
   3.2  Amendment No. 1 to Third Amended and Restated Certificate of
        Incorporation.
   3.3  Amended and Restated By-laws.
   4.1  Specimen class A common stock certificate.
   4.2  See Exhibits 3.1, 3.2 and 3.3 for provisions of the Certificate of
        Incorporation and By-laws of the Registrant defining the rights of
        holders of Common Stock of the Registrant.
  10.1  Lease, commencing on May 15, 1998, between 1600 Stewart Avenue, L.L.C.
        and 800-FLOWERS, Inc.
  10.2  Investment Agreement, dated as of January 16, 1995, among Chemical
        Venture Capital Associates,  Teleway, Inc. and James F. McCann.
  10.3  Consent  and  Amendment  No. 1 to Investment  Agreement, dated as of May
        20, 1999, among  Chase  Capital  Partners,  1-800-FLOWERS.COM, Inc. and
        James F. McCann.
  10.10 1997 Stock Option Plan, as amended.
  10.16 Investors' Rights Agreement, dated as of May 20, 1999, among 1-800-
        FLOWERS.COM, Inc. James F. McCann, Christopher G. McCann and the persons
        designated as Investors on the signature pages thereto.
  10.17 Stock  Purchase  Agreement,  dated  as  of  May 20, 1999, among 1-800-
        FLOWERS.COM, Inc., James F. McCann, Christopher G. McCann and the
        Investors listed on Schedule A thereto.
  10.18 1999 Stock Incentive Plan.
  10.19 Employment Agreement, effective as of July 1, 1999, between James F.
        McCann and 1-800-FLOWERS.COM, Inc.
  10.20 Employment Agreement, effective as of July 1, 1999, between Christopher
        G. McCann and 1-800-FLOWERS.COM, Inc.
  10.22 #Amended and Restated  Interactive  Marketing  Agreement,  made and
        entered  into on  September 1, 2000, by and between America Online, Inc.
        and 1-800-FLOWERS.COM, Inc.
  10.23 Employee Stock Purchase Plan
  10.24 2003 Long Term Incentive and Share Award Plan
  10.25 Section 16 Executive Officers Bonus Plan
  10.26 Lease, dated May 20, 2005, between Treeline Mineola, LLC and
        1-800-FLOWERS.COM, Inc. (filed herewith)
  21.1  Subsidiaries of the Registrant.
  23.1  Consent of Independent Registered Public Accounting Firm.
  24.1  Powers of Attorney (included in the signature page).
  31.1  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002.
  32.1  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.
    --------------------


#        Confidential treatment requested for certain portions of this Exhibit
         pursuant to Rule 24b-2 promulgated under the Exchange Act.

                                       47




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: September 15, 2005                     1-800-FLOWERS.COM, Inc.

                                              By:      /s/ James F. McCann
                                              James F. McCann
                                              Chief Executive Officer
                                              Chairman of the Board of Directors
                                              (Principal Executive Officer)

                                POWER OF ATTORNEY

We, the undersigned  directors and/or officers of  1-800-FLOWERS.COM,  Inc. (the
"Company"),  hereby severally constitute and appoint James F. McCann and William
E. Shea, and each of them  individually,  with full powers of  substitution  and
resubstitution, our true and lawful attorneys, with full powers to them and each
of them to sign for us, in our names and in the capacities  indicated  below, to
sign any and all  amendments  to this  Annual  Report,  and other  documents  in
connection  therewith,  and to file or  cause  to be filed  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting unto said attorneys,  and each of
them,  full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents  and  purposes  as each of them might or could do in person,  and hereby
ratifying and  confirming  all that said  attorneys,  and each of them, or their
substitute or substitutes,  shall do or cause to be done by virtue of this Power
of Attorney.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated below:


Dated: September 15, 2005                  By:   /s/ James F. McCann
                                           James F. McCann
                                           Chief Executive Officer
                                           Chairman of the Board of Directors
                                           (Principal Executive Officer)

Dated: September 15, 2005                  By:   /s/ William E. Shea
                                           William E. Shea
                                           Senior Vice President Finance and
                                           Administration (Principal Financial
                                           and Accounting Officer)


                                       48





Dated: September 15, 2005                  By:   /s/ Christopher G. McCann
                                           Christopher G. McCann
                                           Director, President

Dated: September 15, 2005                  By:   /s/ T. Guy Minetti
                                           T. Guy Minetti
                                           Director, Vice Chairman

Dated: September 15, 2005                  By:   /s/ John J. Conefry, Jr.
                                           John J. Conefry, Jr.
                                           Director

Dated: September 15, 2005                  By:   /s/ Leonard J. Elmore
                                           Leonard J. Elmore
                                           Director

Dated: September 15, 2005                  By:   /s/ Kevin J. O'Connor
                                           Kevin J. O'Connor
                                           Director

Dated: September 15, 2005                  By:   /s/ Mary Lou Quinlan
                                           Mary Lou Quinlan
                                           Director

Dated: September 15, 2005                  By:   /s/ Deven Sharma
                                           Deven Sharma
                                           Director

Dated:  September 15, 2005                 By:   /s/ Jeffrey C. Walker
                                           Jeffrey C. Walker
                                           Director



                                       49




F-3


             Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders of
1-800-FLOWERS.COM, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of
1-800-FLOWERS.COM, Inc. and Subsidiaries (the "Company") as of July 3, 2005 and
June 27, 2004, and the related consolidated statements of income, stockholders'
equity and cash flows for each of the three years in the period ended July 3,
2005. Our audits also included the financial statement schedule listed in the
index at Item 15(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of 1-800-FLOWERS.COM,
Inc. and Subsidiaries at July 3, 2005 and June 27, 2004, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended July 3, 2005, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of
1-800-FLOWERS.COM, Inc.'s internal control over financial reporting as of July
3, 2005, based on criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated September 9, 2005 expressed an unqualified opinion thereon.


                                           /s/ Ernst & Young LLP

Melville, New York
September 9, 2005




                                      F-1





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


                                                                                                    

                                                                                          July 3,      June 27,
                                                                                            2005         2004
                                                                                        ------------- ------------

Assets
Current assets:
 Cash and equivalents                                                                    $  39,961      $80,824
 Short-term investments                                                                      6,647       22,550
 Receivables, net                                                                           10,619        9,013
 Inventories                                                                                28,675       19,625
 Deferred income taxes                                                                      10,219       16,463
 Prepaid and other                                                                           5,289        1,517
                                                                                        ------------- ------------
     Total current assets                                                                  101,410      149,992
Property, plant and equipment, net                                                          50,474       42,460
Investments                                                                                      -        8,260
Goodwill                                                                                    63,219       34,529
Other intangibles, net                                                                      14,215        2,598
Deferred income taxes                                                                       17,161       13,548
Other assets                                                                                 5,473       10,165
                                                                                        ------------- ------------
Total assets                                                                              $251,952     $261,552
                                                                                        ============= ============


Liabilities and Stockholders' Equity
Current liabilities:
 Accounts payable and accrued expenses                                                   $  57,121      $63,266
 Current maturities of long-term debt and obligations under capital leases                   2,597        3,022
                                                                                        ------------- ------------
     Total current liabilities                                                              59,718       66,288
Long-term debt and obligations under capital leases                                          3,347        6,062
Other liabilities                                                                            2,553        2,812
                                                                                        ------------- ------------
Total liabilities                                                                           65,618       75,162
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,29,888,603
     and 29,428,143 shares issued in 2005 and 2004, respectively                               300          295
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,144,465
     shares issued in 2005 and 2004                                                            421          421
 Additional paid-in capital                                                                258,848      255,829
 Retained deficit                                                                          (59,198)     (67,047)
 Deferred compensation                                                                      (1,116)           -
 Treasury stock, at cost-1,380,850 and 52,800 Class A shares in 2005 and 2004,
     respectively, and 5,280,000 Class B shares                                            (12,921)      (3,108)
                                                                                        ------------- ------------
      Total stockholders' equity                                                           186,334      186,390
                                                                                        ------------- ------------
Total liabilities and stockholders' equity                                                $251,952     $261,552
                                                                                        ============= ============



See accompanying notes.




                                      F-2



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


                                                                                               
                                                                                    Years ended
                                                                    --------------------------------------------
                                                                      July 3,        June 27,        June 29,
                                                                       2005            2004            2003
                                                                    -------------- --------------  -------------

Net revenues                                                          $670,679       $603,978        $565,618
Cost of revenues                                                       395,028        351,111         324,565
                                                                    -------------- --------------  -------------
Gross profit                                                           275,651        252,867         241,053
Operating expenses:
 Marketing and sales                                                   198,935        172,251         170,013
 Technology and development                                             14,757         13,799          13,937
 General and administrative                                             35,572         30,415          29,593
 Depreciation and amortization                                          14,489         14,992          15,389
                                                                    -------------- --------------  -------------
     Total operating expenses                                          263,753        231,457         228,932
                                                                    -------------- --------------  -------------
Operating income                                                        11,898         21,410          12,121
Other income (expense):
 Interest income                                                         1,690          1,324           1,157
 Interest expense                                                         (481)          (663)           (982)
 Other, net                                                                140           (341)            (58)
                                                                    -------------- --------------  -------------
     Total other income, net                                             1,349            320             117
                                                                    -------------- --------------  -------------
Income before income taxes                                              13,247         21,730          12,238
Income taxes (benefit)                                                   5,398        (19,174)              -
                                                                    -------------- --------------  -------------
Net income                                                              $7,849        $40,904         $12,238
                                                                    ============== ==============  =============
Net income per common share:

 Basic                                                                   $0.12          $0.62           $0.19
                                                                    ============== ==============  =============
 Diluted                                                                 $0.12          $0.60           $0.18
                                                                    ============== ==============  =============

Weighted average shares used in the calculation of net income
per common share:
 Basic                                                                  66,038         65,959          65,566
                                                                    ============== ==============  =============
 Diluted                                                                67,402         68,165          67,670
                                                                    ============== ==============  =============


See accompanying notes.







                                      F-3


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
            Years ended July 3, 2005, June 27, 2004 and June 29, 2003
                        (in thousands, except share data)

                                                                                      
                           Common Stock
                 --------------------------------------
                      Class A             Class B         Additional              Unearned     Treasury Stock
                 ------------------- -------------------  Paid-in     Retained   Stock-Based  ------------------  Stockholders'
                  Shares     Amount  Shares      Amount   Capital     Deficit    Compensation Shares    Amount    Equity
                 ---------- -------- ----------- -------- ---------- ----------- ------------ --------- --------- ------------
Balance at
June 30, 2002    28,319,677  $283    42,480,925   $425    $246,497   $(120,189)     $-        5,332,800  $(3,108)  $123,908

Exercise of
stock options       228,666     2             -      -         842           -       -                -        -        844
Employee stock
purchase plan        50,495     1             -      -         297           -       -                -        -        298

Conversion of
Class B common
stock into
Class A common
stock                81,010     1       (81,010)    (1)          -           -       -                -        -          -

Net income                -     -             -      -           -      12,238       -                -        -     12,238
                 ---------- -------- ----------- -------- ---------- ----------- ------------ --------- --------- ------------
Balance at
June 29, 2003    28,679,848   287    42,399,915    424      247,636   (107,951)       -       5,332,800   (3,108)   137,288

Exercise of
stock options       440,741     4             -      -        1,730          -        -               -        -      1,734
Employee stock
purchase plan        52,104     1             -      -          391          -        -               -        -        392

Reversal of
valuation
allowance related
to income tax
benefits from
employee stock
option exercises          -     -             -      -        6,072          -        -               -        -      6,072

Conversion of
Class B common
stock into Class
A common
stock               255,450     3      (255,450)    (3)           -          -        -               -        -          -

Net income                -     -             -      -            -     40,904        -               -        -          -
                 ---------- -------- ----------- -------- ---------- ----------- ------------ --------- --------- ------------
Balance at
June 27, 2004    29,428,143   295    42,144,465    421      255,829    (67,047)       -       5,332,800   (3,108)   186,390

Exercise of
stock options       228,695     2             -      -        1,064          -        -               -        -      1,066
Employee stock
purchase plan        75,846     1             -      -          466          -        -               -        -        467

Income tax benefit
from employee
stock option
exercises                 -     -             -      -          183          -        -               -        -        183
Issuance of
restricted stock    161,795     2             -      -        1,355          -   (1,357)              -        -          -
Amortization of
unearned stock-
based compensation,
net                       -     -             -      -            -          -      192               -        -        192
Forfeiture of
unvested restricted
stock                (5,876)    -             -      -          (49)         -       49               -        -          -
Treasury Stock            -     -             -      -            -          -        -       1,328,050   (9,813)    (9,813)

Conversion of Class
B common
stock into Class
A common stock            -     -             -      -            -          -         -              -        -          -
Net income                -     -             -      -            -      7,849         -              -        -      7,849
                 ---------- -------- ----------- -------- ---------- ----------- ------------ --------- --------- ------------
Balance at
July 3, 2005     29,888,603  $300    42,144,465   $421     $258,848   $(59,198)  $(1,116)     6,660,850 $(12,921)   $186,334
                 ========== ======== =========== ======== ========== =========== ============ ========= ========= ============

See accompanying notes.
                                      F-4





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

                                                                                       
                                                                           Years ended
                                                         ------------------------------------------------
                                                          July 3, 2005    June 27, 2004   June 29, 2003
                                                         ---------------  --------------- ---------------

Operating activities:
Net income                                                  $7,849            $40,904       $12,238

Reconciliation of net income to net cash provided by
 operations:
    Depreciation and amortization                           14,489             14,992        15,389
    Deferred income taxes                                    4,702            (20,776)            -
    Stock compensation expense                                 192                  -             -
    Bad debt expense                                           270                437           426
    Other non-cash items                                         -                250            72
Changes in operating items, excluding the effects
  of acquisitions:
    Receivables                                               (655)            (1,683)        1,152
    Inventories                                             (6,345)               745        (4,723)
    Prepaid and other                                       (3,445)               691            12
    Accounts payable and accrued expenses                  (10,953)             1,624        (2,493)
    Other assets                                             4,584              5,829        (2,555)
    Other liabilities                                         (259)              (884)            1
                                                         ---------------  --------------- ---------------
  Net cash provided by operating activities                 10,429             42,129        19,519

Investing activities:
Acquisitions, net of cash acquired                         (50,965)                 -             -
Capital expenditures                                       (13,334)           (10,576)      (10,269)
Purchases of investments                                   (93,946)           (62,584)      (56,412)
Proceeds from sales of investments                         118,109             63,384        57,191
Other                                                          192                217           390
                                                         ---------------  --------------- ---------------
  Net cash used in investing activities                    (39,944)            (9,559)       (9,100)

Financing activities:
Acquisition of treasury stock                               (9,813)                 -             -
Proceeds from employee stock options/stock purchase plan     1,533              2,126         1,142
Repayment of notes payable and bank borrowings              (1,391)            (1,176)       (1,492)
Repayment of capital lease obligations                      (1,677)            (1,775)       (1,591)

                                                         ---------------  --------------- ---------------
  Net cash used in financing activities                    (11,348)              (825)       (1,941)
                                                         ---------------  --------------- ---------------
Net change in cash and equivalents                         (40,863)            31,745         8,478
Cash and equivalents:
  Beginning of year                                         80,824             49,079        40,601
                                                         ---------------  --------------- ---------------
  End of year                                             $ 39,961           $ 80,824      $ 49,079
                                                         ===============  =============== ===============



Supplemental Cash Flow Information:
__________________________________
- -   Interest paid  amounted to $481,  $663, and $982 for the years ended July 3,
    2005,  June 27, 2004 and June 29, 2003, respectively.
- -   The Company paid income taxes of approximately $762, net of tax refunds
    received for the year ended July 3, 2005. The Company received tax
    refunds, net of income taxes paid of approximately $1,476, and $0 for
    the years ended June 27, 2004 and June 29, 2003, respectively.

See accompanying notes.




                                      F-5





Note 1. Description of Business

1-800-FLOWERS.COM, Inc. ("1-800-FLOWERS.COM") is a leading gift retailer,
providing a broad range of thoughtful gift products including flowers, plants,
gourmet foods, cookies, cakes, candies, wine, gift baskets, and other unique
gifts to our customers around the world. The 1-800-FLOWERS.COM family of brands
also includes Plow & Hearth, a direct marketer of home and garden merchandise,
GreatFood.com, a source for gourmet products, The Popcorn Factory, a
manufacturer and direct marketer of premium popcorn and specialty food gifts,
HearthSong and Magic Cabin, direct marketers of unique children's toys and
games, The Winetasting Network, a distributor and direct-to-consumer wine
marketer, and Cheryl&Co., a manufacturer and direct marketer of premium cookies
and baked gift items. The Company operates in one business segment, providing
its customers with convenient, multi-channel access via the Internet, telephone,
catalogs and retail stores.

Note 2. Significant Accounting Policies

Fiscal Year

The Company's fiscal year is a 52- or 53-week period ending on the Sunday
nearest to June 30. Fiscal year 2005, which ended on July 3, 2005, consisted of
53 weeks, while fiscal years 2004 and 2003, which ended on June 27, 2004 and
June 29, 2003, respectively, consisted of 52 weeks.

Basis of Presentation

The consolidated financial statements include the accounts of 1-800-FLOWERS.COM
and its wholly-owned subsidiaries (collectively, the "Company"). All significant
intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles 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.

Cash and Equivalents

Cash and equivalents consist of demand deposits with banks, highly liquid money
market funds, United States government securities, overnight repurchase
agreements and commercial paper with maturities of three months or less when
purchased.

Inventories

Inventories are valued at the lower of cost or market using the first-in,
first-out method of accounting.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost reduced by accumulated
depreciation. Depreciation expense is recognized over the assets' estimated
useful lives using the straight-line method. Amortization of leasehold
improvements and capital leases are calculated using the straight-line method
over the shorter of the lease terms, including renewal options expected to be
exercised, or estimated useful lives of the improvements. Estimated useful lives
are periodically reviewed, and where appropriate, changes are made
prospectively. The Company's property plant and equipment is depreciated using
the following estimated lives:


                                      F-6




Buildings                                                      40 years
Leasehold Improvements                                       3-10 years
Furniture, Fixtures and Equipment                            3-10 years
Software                                                      3-5 years

Goodwill and Other Intangible Assets

Goodwill and indefinite-lived intangibles are not amortized, but are evaluated
annually in the Company's fiscal fourth quarter for impairment. To date, there
has been no impairment of these assets.

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.

Deferred Catalog Costs

The Company capitalizes the costs of producing and distributing its catalogs.
These costs are amortized in direct proportion with actual sales from the
corresponding catalog over a period not to exceed 26-weeks. Included within
other assets was $3.7 million and $3.8 million at July 3, 2005 and June 27,
2004, respectively, relating to prepaid catalog costs.

Investments

The Company considers all of its debt and equity securities, for which there is
a determinable fair market value and no restrictions on the Company's ability to
sell within the next 12 months, as available-for-sale. Available-for-sale
securities are carried at fair value, with unrealized gains and losses reported
as a separate component of stockholders' equity. For the years ended July 3,
2005, June 27, 2004 and June 29, 2003, there were no significant unrealized
gains or losses. Realized gains and losses are included in other income. The
cost basis for realized gains and losses on available-for-sale securities is
determined on a specific identification basis.

Fair Values of Financial Instruments

The recorded amounts of the Company's cash and equivalents, short-term
investments, receivables, accounts payable, and accrued liabilities approximate
their fair values principally because of the short-term nature of these items.
The fair value of investments, including available-for-sale securities, is based
on quoted market prices where available. The fair value of the Company's
long-term obligations are estimated based on the current rates offered to the
Company for obligations of similar terms and maturities. Under this method, the
Company's fair value of long-term obligations was not significantly different
than the carrying values at July 3, 2005 and June 27, 2004.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and equivalents,
investments and accounts receivable. The Company maintains cash and equivalents
and investments with high credit, quality financial institutions. Concentration
of credit risk with respect to accounts receivable are limited due to the
Company's large number of customers and their dispersion throughout the United
States, and the fact that a substantial portion of receivables are related to
balances owed by major credit card companies. Allowances relating to consumer,
corporate and franchise accounts receivable ($1.5 million and $1.4 million at
July 3, 2005 and June 27, 2004, respectively) have been recorded based upon
previous experience and management's evaluation.


                                      F-7


Revenue Recognition

Net revenues are generated by online, telephonic and retail fulfillment
operations 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.

Cost of Revenues

Cost of revenues consists primarily of florist fulfillment costs (fees paid
directly to florists and fees paid to wire service entities that serve as
clearinghouses for floral orders, net of wire service rebates), the cost of
floral and non-floral merchandise sold from inventory or through third parties,
and associated costs including inbound and outbound shipping charges.
Additionally, cost of revenues includes labor and facility costs related to
direct-to-consumer merchandise production operations, as well as facility costs
on properties that are sublet to the Company's franchisees.

Marketing and Sales

Marketing and sales expense consists primarily of advertising and promotional
expenditures, catalog costs, interactive marketing agreements, retail store and
fulfillment operations (other than costs included in cost of revenues), and
customer service center expenses, as well as the operating expenses of the
Company's departments engaged in marketing, selling and merchandising
activities.

The Company expenses all advertising costs, with the exception of catalog costs
(see Deferred Catalog Costs above) at the time the advertisement is first shown.
Advertising expense was $107.8 million, $91.1 million, and $88.9 million for the
years ended July 3, 2005, June 27, 2004 and June 29, 2003, respectively.

Technology and Development

Technology and development expense consists primarily of payroll and operating
expenses of the Company's information technology group, costs associated with
its Web sites, including hosting, design, content development and maintenance
and support costs related to the Company's order entry, customer service,
fulfillment and database systems. Costs associated with the acquisition or
development of software for internal use are capitalized if the software is
expected to have a useful life beyond one year and amortized over the software's
useful life, typically three years. Costs associated with repair, maintenance or
the development of Web site content are expensed as incurred as the useful lives
of such software modifications are less than one year.

Stock-Based Compensation

The Company's employee stock based compensation plans are described more fully
in Note 9. Employee stock option plans are accounted for under the intrinsic
value recognition and measurement provisions of Accounting Principles Board
Opinion ("APB") No. 25, Accounting for Stock Issued to Employees. As all options
issued had an exercise price equal to or greater than the market value of the
underlying common stock on the date of grant and the related number of shares
granted is fixed at that point in time, no compensation expense was recognized.

Had compensation expense for the plans been determined based on the fair value
of the options on the grant date, consistent with Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," the Company's net income and earnings per common share would have
been as follows:


                                      F-8


                                                                                  
                                                                         Years ended
                                                     --------------  --------------  -------------
                                                         July 3,        June 27,        June 29,
                                                          2005            2004            2003
                                                     --------------  --------------  -------------
                                                          (in thousands, except per share data)

Net income, as reported                                 $7,849         $40,904          $12,238
Less: FAS 123 stock based compensation                  10,499 (1)       1,339 (2)        7,803
                                                     --------------  --------------  -------------
Pro forma net income (loss)                            $(2,650)        $39,565           $4,435
                                                     ==============  ==============  =============
Net income (loss) per share:
  Basic - As reported                                    $0.12           $0.62            $0.19
  Basic - Pro forma                                     ($0.04)          $0.60            $0.07
  Diluted - As reported                                  $0.12           $0.60            $0.18
  Diluted - Pro forma                                   ($0.04)          $0.58            $0.07


         (1)  During fiscal 2005, the Company accelerated the vesting of all
              unvested stock options awarded to employees and officers which had
              an exercise price greater than $10.00 per share. Options to
              purchase approximately 0.8 million shares became exercisable
              immediately as a result of the vesting acceleration. The Company
              sought to balance the benefit of eliminating the requirement to
              recognize compensation expense in future periods with the need to
              continue to motivate employee performance through previously
              issued, but currently unvested, stock option grants. With those
              factors being considered, management determined it to be
              appropriate to accelerate only those unvested stock options where
              the strike price was reasonably in excess of the Company's then
              current stock price.

              The effect of the acceleration was an increase in pro-forma stock
              based employee compensation expense for the year ended July 3,
              2005 of $3.0 million ($0.05 per basic and diluted share). As the
              Company will be adopting SFAS 123R, "Share-Based Payment," in the
              first quarter of fiscal 2006, the decision to accelerate the
              vesting of the identified stock options will reduce the Company's
              share-based compensation expense of approximately $2.1 million in
              fiscal 2006 and $0.9 million in fiscal 2007.

         (2)  During fiscal 2004, FAS 123 stock based compensation is net of the
              income tax benefit of $6.1 million, associated with the removal of
              the valuation allowance on deferred tax assets arising from
              employee stock option exercises.

Comprehensive Income

For the years ended July 3, 2005, June 27, 2004 and June 29, 2003, the Company's
comprehensive income was equal to the respective net income for each of the
periods presented.

Net Income Per Share

Basic net income per common share is computed using the weighted-average number
of common shares outstanding during the period. Diluted net income per share is
computed using the weighted-average number of common and dilutive common
equivalent shares (consisting primarily of employee stock options) outstanding
during the period.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123 (Revised 2004), "Share-Based Payment" (SFAS 123(R)). This Statement
revises SFAS No.123 by eliminating the option to account for employee stock


                                      F-9



options under APB No. 25 and generally requires companies to recognize the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date fair value of those awards (the "fair-value-based" method).
The Company is adopting SFAS 123(R) effective July 4, 2005 using the modified
prospective method. The impact of adopting SFAS 123(R) will be consistent with
the impact in the proforma disclosure, excluding the effect of the option
acceleration presented above.

Reclassifications

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

Note 3. 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.

Acquisition of Cheryl & Co.

On March 28, 2005, the Company  acquired all of the outstanding  common stock of
Cheryl & Co., a  Westerville,  Ohio-based  manufacturer  and direct  marketer of
premium  cookies  and  related  baked  gift  items,   with  annual  revenues  of
approximately  $33 million  during its most recent year ended  January 29, 2005.
The purchase price of approximately $41.1 million,  including acquisition costs,
was funded utilizing the Company's  available cash and investment  balance,  and
included $6.3 million used to retire Cheryl & Co.'s outstanding debt.

Acquisition of The Winetasting Network

On November 15, 2004, the Company  acquired all of the outstanding  common stock
of  The  Winetasting   Network,   a  Napa,   California  based  distributor  and
direct-to-consumer  wine  marketer.  The purchase  price of  approximately  $9.5
million,   including  acquisition  costs  was  funded  utilizing  the  Company's
available cash and  investment  balance and included $2.4 million used to retire
The Winetasting Network's long-term debt.









                                      F-10



The following table summarizes the estimated fair values of assets acquired and
liabilities assumed at the date of acquisition.


                                                                             
                                                        Cheryl & Co.         The Winetasting
                                                          Purchase              Network
                                                           Price             Purchase Price
                                                         Allocation             Allocation
                                                     ------------------    --------------------
                                                               (in thousands)
  Current assets                                         $2,908                  $1,017
  Property, plant and equipment                           8,045                     209
  Deferred income tax asset (liability)                     (26)                  1,914
  Intangible assets                                      12,421                       -
  Goodwill                                               20,245                   8,202
  Other                                                     356                     126
                                                     ------------------    --------------------
    Total assets acquired                                43,949                  11,468
                                                     ------------------    --------------------
  Current liabilities                                     2,821                   1,983
                                                     ------------------    --------------------
    Net assets acquired                                 $41,128                  $9,485
                                                     ==================    ====================


Of the $12.4 million of acquired intangible assets related to the Cheryl & Co.
acquisition, $8.3 million was assigned to trademarks that are not subject to
amortization, while the remaining acquired intangibles of $4.1 million were
allocated primarily to customer lists which are being amortized over the assets'
determinable useful life of 5 to 6 years.

Pro forma Results of Operation

The following unaudited pro forma consolidated financial information has been
prepared as if the acquisitions of Cheryl & Co. and The Winetasting Network had
taken place at the beginning of fiscal year 2003. 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.


                                                                                                   
                                                                                       Years Ended
                                                                       ---------------------------------------------
                                                                          July 3,       June 27,       June 29,
                                                                           2005          2004            2003
                                                                       -------------- --------------  --------------
                                                                             (in thousands, except per share data)

Net revenues                                                              $703,749      $645,206        $600,672

Net income                                                                 $ 8,808      $ 40,989        $ 11,628

Net income per common share
  Basic                                                                      $0.13        $ 0.62          $ 0.18
  Diluted                                                                    $0.13        $ 0.60          $ 0.17





                                      F-11





Note 4. Goodwill and Intangible Assets

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

                                                                                    
                                                                          July 3,      June 27,
                                                                           2005          2004
                                                                       -------------- -------------
                                                                             (in thousands)

Goodwill - beginning of year                                              $34,529        $37,692
Removal of deferred tax asset valuation allowance related to net
 operating losses acquired from GreatFood.com, Inc.                             -         (3,163)
Acquisition of The Winetasting Network                                      8,202              -
Acquisition of Cheryl&Co.                                                  20,245              -
Other                                                                         243              -
                                                                       -------------- -------------
Goodwill - end of year                                                     $63,219       $34,529
                                                                       ============== =============


The Company's intangible assets consist of the following:

                                                                                       
                                                         July 3, 2005                              June 27, 2004
                                            -----------------------------------------------------------------------------
                                               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           $3,438      $1,489       $4,927       $3,115      $1,812
  Customer lists               3 - 6 years     4,640            1,145       3,495          910          657         253
  Other                        5 - 8 years       555              170         385          194          137          57
                                            ----------- ---------------- ---------- ------------ -------------- ---------
                                              10,122            4,753       5,369        6,031        3,909       2,122

Trademarks with
  indefinite lives                 -           8,846                -       8,846          476            -         476
                                            ----------- ---------------- ---------- ------------ -------------- ---------
Total intangible
  assets                                     $18,968           $4,753     $14,215       $6,507       $3,909      $2,598
                                            =========== ================ ========== ============ ============== =========


The amortization of intangible assets for the years ended July 3, 2005, June 27,
2004 and June 29, 2003 was $0.8 million, $0.6 million, and $0.9 million,
respectively. Future estimated amortization expense is as follows: 2006 - $1.0
million, 2007 - $1.0 million, 2008 - $1.0 million, 2009 - $1.0 million, and 2010
- - $1.0 million, and thereafter - $0.4 million.










                                      F-12




Note 5. Property, Plant and Equipment

                                                                                       
                                                                          July 3,      June 27,
                                                                           2005          2004
                                                                       ------------- -------------
                                                                              (in thousands)

Land                                                                      $2,516           $666
Building and building improvements                                        16,255         12,038
Leasehold improvements                                                    16,891         11,767
Furniture and fixtures                                                     3,971          3,755
Equipment                                                                 14,979          8,016
Computer equipment                                                        44,796         41,173
Telecommunication equipment                                                7,008          6,842
Software                                                                  43,872         36,321
                                                                       -------------- -------------
                                                                         150,288        120,578
Accumulated depreciation and amortization                                 99,814         78,118
                                                                       -------------- -------------
                                                                         $50,474       $ 42,460
                                                                       ============== =============
Note 6. Long-Term Debt

                                                                          July 3,      June 27,
                                                                           2005          2004
                                                                       ------------- -------------
                                                                              (in thousands)

Commercial notes and revolving credit line (1-2)                          $4,152         $5,504
Seller financed acquisition obligations (3)                                   46             85
Obligations under capital leases (see Note 12)                             1,746          3,495
                                                                       -------------- --------------
                                                                           5,944          9,084
Less current maturities of long-term debt and obligations under
 capital leases                                                            2,597          3,022
                                                                       -------------- --------------
                                                                          $3,347         $6,062
                                                                       ============== ==============



The following notes and credit lines relate to obligations arising from, and
collateralized by, the underlying assets of the Company's Plow & Hearth facility
in Madison, Virginia.

(1)      $5,000,000 revolving credit line, renewable on November 30, 2005 (none
         outstanding at July 3, 2005), bearing interest equal to the monthly
         LIBOR Index (3.34%) plus 1.50% per annum (4.84% at July 3, 2005).

(2)      $6,612,000 note dated June 27, 2003, ($4,152,000 outstanding at July 3,
         2005), bearing interest at 5.44% per annum. The note, which resulted
         from the consolidation and refinancing of a series of fixed and
         variable rate mortgage and equipment notes in June 2003, is payable in
         60 equal monthly installments of principal and interest commencing
         August 1, 2003.

The following note relates to a seller-financed acquisition obligation,
collateralized by either the stock or assets of various subsidiaries of the
Company:

(3)     $160,000  non-interest  bearing promissory note dated September 30, 1999
        ($46,000  outstanding at July 3, 2005). The note is payable in 8 annual
        installments commencing August 2000.



                                      F-13


As of July 3, 2005, long-term debt maturities, excluding amounts relating to
capital leases, are as follows:

                                                                      
                                                                         Debt
Year                                                                  Maturities
- ----                                                                --------------
                                                                     (in thousands)

2006                                                                      $1,231
2007                                                                       1,413
2008                                                                       1,468
2009                                                                          86
                                                                    --------------
                                                                          $4,198
                                                                    ==============

Note 7.  Income Taxes

Significant components of the income tax provision (benefit) are as follows:


                                                                                   
                                                                        Years ended
                                                         ------------------------------------------
                                                            July 3,        June 27,       June 29,
                                                            2005            2004           2003
                                                         ------------- --------------  ------------
                                                                          (in thousands)
Current provision:
  Federal                                                     $308            $677        $    -
  State                                                        388             923             -
                                                         ------------- --------------  ------------

                                                               696           1,600             -
Deferred provision (benefit):
   Federal                                                   3,313         (15,796)            -
   State                                                     1,389          (4,980)            -
                                                         ------------- --------------  ------------
                                                             4,702         (20,776)            -
                                                         ------------- --------------  ------------
Income tax provision (benefit)                              $5,398        $(19,174)       $    -
                                                         ============= ==============  ============

A reconciliation of the U.S. federal statutory tax rate to the Company's
effective tax rate is as follows:


                                                                                   
                                                                        Years ended
                                                         ------------------------------------------
                                                            July 3,        June 27,       June 29,
                                                             2005           2004            2003
                                                         ------------- --------------  ------------


Tax at U.S. statutory rates                                 35.0%          35.0%          34.0%
State income taxes, net of federal tax benefit               8.7            2.8            5.9
Goodwill amortization                                        1.5             .5            1.0
Tax settlements                                                -            2.7              -
Change in tax rates                                            -            4.2              -
Change in valuation allowance                                  -         (140.1)         (39.7)
Other                                                       (4.5)           6.7           (1.2)
                                                        -------------  -------------- --------------
                                                            40.7%         (88.2)%          0.0%
                                                        =============  ============== ==============

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.



                                      F-14



The significant components of the Company's deferred income tax assets
(liabilities) are as follows:

                                                                                    
                                                                        Years ended
                                                         ------------------------------------------
                                                            July 3,        June 27,       June 29,
                                                             2005           2004           2003
                                                         ------------- --------------  ------------
                                                                          (in thousands)

Deferred income tax assets:
  Net operating loss carryforwards                         $23,742         $27,878        $ 34,247
  Accrued expenses and reserves                              3,965           3,463           3,624
  Valuation allowance                                            -               -         (36,523)
Deferred income tax liabilities:
  Installment sales                                            (34)            (39)            (53)
  Tax in excess of book depreciation                          (293)         (1,291)         (1,295)
                                                        -------------- ---------------  --------------
Net deferred income tax assets                             $27,380         $30,011        $      -
                                                        ============== ===============  ==============


At June 27, 2004,  management of the Company reassessed the valuation  allowance
previously  established against its net deferred income tax assets. Based on the
Company's  earnings  history and projected  future  taxable  income,  management
determined  that it is more likely than not that the deferred  income tax assets
would be realized.  Accordingly,  the Company removed the valuation allowance of
approximately $30.0 million from its deferred income tax assets resulting in the
recognition of an income tax benefit of approximately $20.8 million, a reduction
of goodwill of approximately $3.1 million, related to the acquired net operating
losses of  GreatFood.com,  and an  increase  in  additional  paid-in-capital  of
approximately  $6.1  million  related to income  tax  benefits  associated  with
employee stock option exercises.

At  July  3,  2005,   the  Company's   federal  and  state  net  operating  loss
carryforwards were  approximately  $60.5 million,  which, if not utilized,  will
begin to expire in fiscal year 2020.

Note 8. Capital Stock

Holders of Class A common stock generally have the same rights as the holders of
Class B common stock,  except that holders of Class A common stock have one vote
per share and  holders  of Class B common  stock  have 10 votes per share on all
matters  submitted to the vote of stockholders.  Holders of Class A common stock
and  Class B common  stock  generally  vote  together  as a single  class on all
matters presented to the stockholders for their vote or approval,  except as may
be required by Delaware law.  Class B common stock may be converted into Class A
common stock at any time on a  one-for-one  share  basis.  Each share of Class B
common stock will  automatically  convert into one share of Class A common stock
upon its transfer, with limited exceptions.

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program  will be financed  utilizing  available  cash.  As of July 3, 2005,  the
Company had repurchased  1,328,050 shares of common stock for $9.8 million,  all
of which was repurchased during the fiscal year ending July 3, 2005.

Note 9. Stock Based Compensation

In December 2003, the Company's Board of Directors and shareholders approved the
1-800-FLOWERS.COM  2003 Long Term  Incentive  and Share Award Plan (the "Plan").
The Plan is a  broad-based,  long-term  incentive  program  that is  intended to
attract, retain and motivate employees, consultants and directors to achieve the
Company's long-term growth  and  profitability  objectives, and  therefore align

                                      F-15



stockholder and employee interests.  The Plan provides for the grant to eligible
employees, consultants and directors of stock options, share appreciation rights
("SARs"),   restricted  shares,  restricted  share  units,  performance  shares,
performance   units,   dividend   equivalents,   and  other  share-based  awards
(collectively  "Awards").  The Plan reserves  7,500,000  shares of Common Stock,
which is approximately the amount of shares which had been previously  available
for issuance  under the Company's 1999 Stock  Incentive  Plan. No further awards
will be issued under the 1999 Stock  Incentive  Plan.  During a calendar year i)
the  maximum  number of shares  with  respect to which  options  and SARs may be
granted to an eligible  participant under the Plan will be 1,000,000 shares, and
ii) the  maximum  number of shares  with  respect to which  Awards  intended  to
qualify as  performance-based  compensation  other than  options and SARs may be
granted to an eligible participant under the Plan will be 500,000 shares.

The Plan is  administered  by the  Compensation  Committee  or such other  Board
committee  (or  the  entire  Board)  as may be  designated  by  the  Board  (the
"Committee").  Unless  otherwise  determined by the Board,  the  Committee  will
consist of two or more members of the Board who are nonemployee directors within
the meaning of Rule 16b-3 of the  Securities  Exchange  Act of 1934 and "outside
directors"  within the meaning of Section 162(m) of the Internal Revenue Code of
1986,  as amended.  The  Committee  will  determine  which  eligible  employees,
consultants and directors receive awards, the types of awards to be received and
the terms and conditions  thereof.  The Chief  Executive  Officer shall have the
power and authority to make Awards under the Plan to employees  and  consultants
not subject to Section 16 of the Exchange Act, subject to limitations imposed by
the Committee.

At July 3, 2005,  the Company has reserved  approximately  16,117,883  shares of
common stock for issuance,  including options previously authorized for issuance
under the 1999 Stock Incentive Plan.

Stock Options Plans

The following table summarizes activity in stock options:

                                                                                   

                                                               Years ended
                                    ------------------------------------------------------------------------
                                         July 3, 2005          June 27, 2004            June 29, 2003
                                    ----------------------- ------------------------- ----------------------
                                                 Weighted                 Weighted                 Weighted
                                      Shares      Average      Shares      Average      Shares      Average
                                       Under     Exercise      Under      Exercise      Under      Exercise
                                       Price      Price        Option      Price        Option       Price
                                    ------------ ---------- ------------  ----------- ------------ ---------

Balance, beginning of year           9,108,985     $8.45     10,001,345      $8.28      8,113,144    $8.95
Grants                               1,195,630     $8.12        154,800     $10.15      3,036,705    $6.55
Exercises                             (228,575)    $4.66       (440,741)     $3.93       (228,666)   $3.69
Forfeitures                           (598,579)   $10.82       (606,419)     $9.38       (919,838)   $9.43
                                    ------------            ------------               ------------
Balance, end of year                 9,477,461     $8.35      9,108,985      $8.45     10,001,345    $8.28
                                    ============            ============               ============




                                      F-16




The following table summarizes information about stock options outstanding at
July 3, 2005:

                                                                         

                                Options Outstanding                          Options Exercisable
                    ------------------------------------------------- -------------------------------
                                       Weighted-        Weighted-                       Weighted-
                                        Average          Average                         Average
                        Options        Remaining         Exercise        Options         Exercise
    Exercise Price    Outstanding  Contractual Life       Price        Exercisable        Price
- ------------------- -------------- ------------------ --------------- --------------- ---------------

     $1.61 - 2.00         277,325       3.0 years           $1.98            277,325        $1.98
     $3.31 - 3.65       1,378,542       5.4 years           $3.65          1,138,827        $3.65
     $4.02 - 4.50       1,154,045       4.8 years           $4.50          1,153,085        $4.50
     $5.06 - 6.42       1,744,560       7.2 years           $6.41            271,234        $6.39
     $6.45 - 7.81       1,101,040       8.5 years           $7.05            308,438        $6.76
    $7.82 - 11.58       1,545,173       7.7 years           $9.95            870,839       $11.11
   $11.64 - 12.74         455,336       4.6 years          $12.41            455,336       $12.41
   $12.87 - 12.87       1,119,744       6.5 years          $12.87          1,119,744       $12.87
   $12.95 - 15.77         111,900       6.1 years          $13.98            111,900       $13.98
   $21.00 - 21.00         589,796       4.1 years          $21.00            589,796       $21.00
                    --------------                                    ---------------
                        9,477,461       6.4 years           $8.35          6,296,524        $9.12
                    ==============                                    ===============


Fair Value Disclosures

The exercise price of employee stock option grants is set at the closing price
of the Company's common stock on the date of grant and the related number of
shares granted is fixed at that point in time. Therefore, under the principles
of APB No. 25, the Company does not recognize compensation expense associated
with the grant of employee stock options. SFAS No. 123 requires the use of
option valuation models to provide supplemental information regarding options
granted after 1994.

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, were as follows:

                                                                                    
                                                                        Years ended
                                                         ------------------------------------------
                                                            July 3,        June 27,       June 29,
                                                             2005           2004           2003
                                                         ------------- --------------  ------------

Weighted average fair value of options granted               $4.44          $5.99          $3.95
Risk-free interest rate                                       3.75%          3.61%          3.95%
Expected life (in years)                                      5.0            5.0            5.0
Expected volatility                                          60.5%          67.8%          70.0%
Expected dividend yield                                       0.0%           0.0%           0.0%



Restricted Stock Grants

From time to time, the Company grants restricted stock to key employees under
its 2003 Plan. The number of shares granted to employees during the years ended
July 3, 2005, June 27, 2004 and June 29, 2003 were 161,795, 0 and 0,
respectively. The value of all the granted shares was established by the market
price on the date of grant. The unearned compensation is shown as a reduction of
stockholders' equity and is being amortized ratably over the vesting period.
During the years ended July 3, 2005, June 27, 2004 and June 29, 2003, the
Company recognized $192,000, $0 and $0, respectively in general and
administrative expense related to the grants, net of forfeitures.

                                      F-17




Note 10. Employee Stock Purchase Plan

In December 2000, the Company's Board of Director's approved the
1-800-FLOWERS.COM, Inc. 2001 Employee Stock Purchase Plan (ESPP), a
non-compensatory employee stock purchase plan under Section 423 of the Internal
Revenue Code, to provide substantially all employees who have completed six
months of service, an opportunity to purchase shares of the Company's Class A
common stock. Employees may contribute a maximum of 15% of eligible
compensation, but in no event can an employee purchase more than 500 shares on
any purchase date. Offering periods have a duration of six months, and the
purchase price per share will be the lower of: (i) 85% of the fair market value
of a share of Class A common stock on the last trading day of the applicable
offering period, or (ii) 85% of the fair market value of a share of Class A
common stock on the last trading day before the commencement of the offering
period. The ESPP was terminated on June 30, 2005.

Note 11. Profit Sharing Plan

The Company has a 401(k) Profit Sharing Plan covering substantially all of its
eligible employees. All full-time employees who have attained the age of 21 are
eligible to participate upon completion of one year of service. Participants may
elect to make voluntary contributions to the 401(k) plan in amounts not
exceeding federal guidelines. On an annual basis the Company, as determined by
its board of directors, may make certain discretionary contributions. Employees
are vested in the Company's contributions based upon years of service. The
Company made contributions of $0.3 million, $0.3 million and $0.4 million, for
the years ended July 3, 2005, June 27, 2004 and June 29, 2003, respectively.

Note 12. Commitments and Contingencies

Leases

The Company currently leases office, store facilities, and equipment under
various operating leases through fiscal 2019. As these leases expire, it can be
expected that in the normal course of business they will be renewed or replaced.
Most lease agreements contain renewal options and rent escalation clauses and
require the Company to pay real estate taxes, insurance, common area maintenance
and operating expenses applicable to the leased properties. The Company has also
entered into leases that are on a month-to-month basis. All leases and subleases
with an initial term of greater than one year are accounted for under SFAS No.
13, Accounting for Leases. These leases are classified as either capital leases,
operating leases or subleases, as appropriate.

The Company leases certain computer, telecommunication and related equipment
under capital leases, which are included in property and equipment with a
capitalized cost of approximately $17.9 million and $18.4 million at July 3,
2005 and June 27, 2004, respectively, and accumulated amortization of $17.1
million and $15.6 million, respectively. In addition, the Company subleases land
and buildings (which are leased from third parties) to certain of its
franchisees. Certain of the leases, other than land leases which have been
classified as operating leases, are classified as capital leases and have
initial lease terms of approximately 20 years (including option periods in some
cases).

The Company has a $5.0 million equipment lease line of credit with a bank.
Interest under this line, which is renewable annually, is determined on the date
of each commitment to borrow and is based on the bank's base rate on such date.
At July 3, 2005, approximately $1.7 million is outstanding. The borrowings,
which bear interest at rates ranging from 5.39% to 6.36% annually, are payable
in 60 monthly installments of principal and interest commencing in February
2001. Borrowings under the line are collateralized by the underlying equipment
purchased and an equal amount of pledged investments.

                                      F-18



As of July 3, 2005, future minimum payments under non-cancelable capital lease
obligations and operating leases with initial terms of one year or more consist
of the following:

                                                                             
                                                               Obligations
                                                                  Under
                                                                 Capital      Operating
                                                                 Leases        Leases
                                                               ------------  ------------
                                                                    (in thousands)

  2006                                                            $1,440        $7,465
  2007                                                               367         6,560
  2008                                                                12         5,906
  2009                                                                12         4,959
  2010                                                                 7         4,057
  Thereafter                                                           -        28,311
                                                                 ------------  ------------
  Total minimum lease payments                                    $1,838       $57,258
                                                                               ============

  Less amounts representing interest                                 (92)
                                                               ------------
  Present value of net minimum lease payments                     $1,746
                                                               ============


At July 3, 2005, the aggregate future sublease rental income under long-term
operating sub-leases for land and buildings and corresponding rental expense
under long-term operating leases were as follows:

                                                                                       
                                                                          Sublease       Sublease
                                                                           Income         Expense
                                                                        -------------- --------------
                                                                               (in thousands)

  2006                                                                       $2,462         $2,448
  2007                                                                        2,002          1,989
  2008                                                                        1,572          1,559
  2009                                                                        1,182          1,171
  2010                                                                          647            644
  Thereafter                                                                    988            979
                                                                        -------------- --------------
                                                                             $8,853         $8,790
                                                                        ============== ==============


In addition to the above, the Company has agreed to provide rent guarantees for
leases entered into by certain franchisees with third party landlords. At July
3, 2005, the aggregate minimum rent payable by franchisees guaranteed by the
Company was approximately $0.1 million. Rent expense was approximately $9.7
million, $8.9 million, and $9.0 million for the years ended July 3, 2005, June
27, 2004 and June 29, 2003, respectively.

Litigation

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.




                             1-800-FLOWERS.COM, INC.

                 Schedule II - Valuation and Qualifying Accounts


                                                                                                            
                                                                             Additions
                                                                  --------------------------------
                                                 Balance at        Charged to       Charged to                         Balance at
                                                  Beginning          Costs       Other Accounts-     Deductions-         End of
   Description                                    of Period       and Expenses       Describe        Describe (a)        Period
- --------------------------------------------- ------------------  -------------  ----------------- -----------------  -------------
Reserves and allowances deducted from asset
accounts:

Reserve for estimated doubtful
  accounts-accounts/notes receivable

Year Ended July 3, 2005                          $1,449,000         $270,000       $     -           $(182,000)        $1,537,000
Year Ended June 27, 2004                         $1,277,000         $437,000       $     -           $(265,000)        $1,449,000
Year Ended June 29, 2003                         $1,016,000         $426,000       $     -           $(165,000)        $1,277,000



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

(a) Reduction in reserve due to write-off of accounts/notes receivable balances.






























                                      S-1