Exhibit 10.17

                             1-800-FLOWERS.COM, INC.
                  2003 LONG TERM INCENTIVE AND SHARE AWARD PLAN
                      NON-STATUTORY STOCK OPTION AGREEMENT


     THIS AGREEMENT,  dated as of __________,  200_, between  1-800-Flowers.Com,
Inc.  (the  "Company"),   a  Delaware  corporation,   and  _______________  (the
"Optionee").

     WHEREAS,  the Board has adopted the Plan for the purpose of  retaining  the
services  of  selected  Employees,  non-employee  members of the Board or of the
board of directors of any Parent,  Subsidiary or Affiliate and  consultants  and
other  independent  advisors who provide services to the Company (or any Parent,
Subsidiary or Affiliate);

     WHEREAS,  the  Optionee  has been  granted  the  following  award under the
Company's 2003 Long Term Incentive and Share Award Plan (the "Plan");

     WHEREAS,  the Optionee is to render valuable  services to the Company (or a
Parent, Subsidiary or Affiliate) and this Agreement is executed pursuant to, and
is  intended  to carry out the  purposes  of,  the Plan in  connection  with the
Company's grant of an option to Optionee;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained  herein,  and for other good and valuable  consideration,  the parties
hereto agree as follows.


     1. Grant of Option.  The Company has granted to Optionee,  on _____________
(the "Grant  Date"),  an option (the  "Option")  to purchase up to  ____________
Option Shares.  The Option Shares shall be purchasable  from time to time during
the option term specified in Section 2 at  $__________  per share (the "Exercise
Price"). This Option is intended to be a Non-Statutory Option.

     2. Option  Term.  This Option  shall have a maximum  term of ten (10) years
measured  from the  Grant  Date and  shall  accordingly  expire  at the close of
business  on the tenth  (10th)  anniversary  of the Grant Date (the  "Expiration
Date"), unless sooner terminated in accordance with Section 5.

     3. Limited Transferability. Except as otherwise provided in this Section 3,
this Option shall be neither  transferable nor assignable by Optionee other than
by will or by the laws of descent and  distribution  following  Optionee's death
and may be exercised,  during Optionee's  lifetime,  only by Optionee.  However,
this  Option may be  assigned  in whole or in part  during  Optionee's  lifetime
either  as (i) a gift to one or more  family  members  of  Optionee's  Immediate
Family, to a trust in which Optionee and/or one or more such family members hold
more than fifty percent (50%) of the  beneficial  interest or an entity in which
more than fifty  percent  (50%) of the voting  interests  are owned by  Optionee
and/or one or more such family members, or (ii) pursuant to a domestic relations
order.  The assigned  portion shall be exercisable only by the person or persons
who acquire a proprietary  interest in the Option  pursuant to such  assignment.
The  terms  applicable  to the  assigned  portion  shall be the same as those in
effect for this Option  immediately  prior to such  assignment  and shall be set
forth in such  documents  issued to the assignee as the Plan  Administrator  may
deem appropriate.




     4. Vesting and Exercise.  The Option shall vest and become exercisable with
respect to __________  (__%) of the Option Shares upon Optionee's  completion of
each year of  Service  over the ____ (__) year  period  measured  from the Grant
Date. As the Option vests and becomes  exercisable in such  installments,  those
installments  shall accumulate,  and the Option shall remain exercisable for the
accumulated  installments  until  the  earlier  of the  Expiration  Date  or the
termination  of the  Option  following  termination  of  Service as set forth in
Section 5 below.

     5.  Termination  of Service.  The option term  specified in Section 2 shall
terminate  (and  this  Option  shall  cease  to be  outstanding)  prior  to  the
Expiration Date should any of the following provisions become applicable:

          (i) Should  Optionee  cease to remain in Service for any reason (other
     than  death,  Permanent  Disability  or  Misconduct)  while this  Option is
     outstanding,  then  the  vested  portion  of this  Option  (on the  date of
     termination of Service) shall remain  exercisable  until the earlier of (i)
     the expiration of the three (3)-month period measured from the date of such
     cessation of Service or (ii) the Expiration Date.

          (ii) Should  Optionee die while this Option is  outstanding,  then the
     Optionee's Beneficiary shall have the right to exercise the portion of this
     Option vested on the date of the Optionee's  death until the earlier of (A)
     the expiration of the twelve  (12)-month  period  measured from the date of
     Optionee's death or (B) the Expiration Date.

          (iii) Should Optionee cease Service by reason of Permanent  Disability
     while this Option is  outstanding,  then the vested  portion of this Option
     (on the date of termination of Service) shall remain  exercisable until the
     earlier of (i) the expiration of the twelve (12)-month period measured from
     the date of such cessation of Service or (ii) the Expiration Date.

          (iv) During the applicable  post-Service  exercise period, this Option
     may not be  exercised in the  aggregate  for more than the number of vested
     Option Shares for which the Option is exercisable on the date of Optionee's
     cessation of Service. Upon the expiration of the applicable exercise period
     or (if earlier) upon the Expiration  Date,  this Option shall terminate and
     cease to be  outstanding  for any vested Option Shares for which the Option
     has not been  exercised.  However,  this  Option  shall,  immediately  upon
     Optionee's  cessation of Service for any reason,  terminate and cease to be
     outstanding  to the extent this option is not otherwise at that time vested
     and exercisable.

          (v) Should  Optionee's  Service be terminated for Misconduct or should
     Optionee engage in Misconduct  while this Option is outstanding,  then this
     Option shall terminate immediately and cease to be outstanding.

     6. Special Acceleration of Option.

        (a) In the  event  of a Change of  Control, this  Option, to the  extent
outstanding at that time but not otherwise fully vested and  exercisable,  shall
automatically become fully vested and exercisable  immediately prior to the time
of the  Change  of  Control  so that  the  Option  Shares  will be  entitled  to
participate in the Change of Control transaction.

        (b) This Agreement shall not in any way affect the right of  the Company
to adjust, reclassify, reorganize or  otherwise  change its  capital or business
structure or to merge, consolidate,  dissolve, liquidate or sell or transfer all
or any part of its business or assets.

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     7.  Adjustment in Option Shares.  In the event that the Plan  Administrator
shall  determine  that any  dividend in Shares,  recapitalization,  Share split,
reverse split, reorganization,  merger,  consolidation,  spin-off,  combination,
repurchase,  or share exchange, or other similar corporate transaction or event,
affects the Shares such that an  adjustment is  appropriate  in order to prevent
dilution or enlargement  of the rights of Optionee  under this Option,  then the
Plan Administrator  shall make such equitable changes or adjustments as it deems
appropriate  and, in such manner as it may deem equitable,  adjust any or all of
(i) the number  and kind of  shares,  other  securities  or other  consideration
issued or  issuable  in respect of this  Option,  and (ii) the  Exercise  Price;
provided,  however,  that no adjustment shall be made pursuant to this Section 7
that  causes  the  Option to be treated as  deferred  compensation  pursuant  to
Section 409A of the Code.

     8.  Stockholder  Rights.  The  holder  of this  Option  shall  not have any
stockholder rights with respect to the Option Shares until such person exercises
the  Option,  pays the  Exercise  Price  and  becomes  a holder of record of the
purchased Shares.

     9. Manner of Exercising Option.


        (a) In order to exercise this Option with respect to all or any  part of
the Option Shares for which this Option is at the time exercisable, Optionee (or
any other  person or  persons exercising the  Option) must  take  the  following
actions:

          (i)Execute  and deliver to the  Company a Notice of  Exercise  for the
     Option Shares for which the Option is exercised.

          (ii) Pay the aggregate  Exercise Price for the purchased shares in one
     or more of the following forms:

               (A) cash or check made payable to the Company;

               (B)  apromissory  note  payable to the  Company,  but only to the
          extent authorized by the Plan Administrator in accordance with Section
          13;

               (C) shares of Common  Stock held by Optionee (or any other person
          or persons  exercising the Option) for the requisite  period necessary
          to avoid a charge to the Company's  earnings for  financial  reporting
          purposes and valued at Fair Market Value on the Exercise Date; or

               (D) to the extent authorized by the Plan Administrator, through a
          special sale and remittance  procedure  pursuant to which Optionee (or
          any other person or persons  exercising the Option) shall concurrently
          provide irrevocable instructions (I) to a brokerage firm to effect the
          immediate sale of the purchased  shares and remit to the Company,  out
          of the sale  proceeds  available on the  settlement  date,  sufficient

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          funds to cover the aggregate  Exercise Price payable for the purchased
          shares plus all applicable  income and employment taxes required to be
          withheld  by the  Company by reason of such  exercise  and (II) to the
          Company to deliver the  certificates for the purchased shares directly
          to such brokerage firm in order to complete the sale.

               Except  to the  extent  the  sale  and  remittance  procedure  is
          utilized  in  connection  with the  Option  exercise,  payment  of the
          Exercise Price must accompany the Notice of Exercise  delivered to the
          Company in connection with the Option exercise.

               (iii) Furnish to the Company  appropriate  documentation that the
person or persons exercising  the  Option  (if  other  than  Optionee)  have the
right to exercise this Option.

               (iv) Make  appropriate arrangements  with the Company (or Parent,
Subsidiary or Affiliate employing or retaining Optionee) for the satisfaction of
all income and employment tax withholding requirements applicable to the Option
exercise.

         (b) As  soon as  practical  after the Exercise  Date, the Company shall
issue to or on behalf of  Optionee  (or any other  person or persons  exercising
this Option) a certificate for the purchased Option Shares, with the appropriate
legends affixed thereto.

         (c) In no event may this Option be exercised for any fractional shares.

     10. Compliance with Laws and Regulations.

         (a) The exercise of this Option and the issuance of  the Option  Shares
upon such  exercise  shall be subject to  compliance by the Company and Optionee
with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if applicable)
on which the Common Stock may be listed for trading at the time of such exercise
and issuance.

         (b) The inability of the Company to obtain approval from any regulatory
body  having  authority  deemed by the  Company  to be  necessary  to the lawful
issuance and sale of any Common Stock  pursuant to this Option shall relieve the
Company of any liability with respect to the  non-issuance or sale of the Common
Stock as to which  such  approval  shall not have been  obtained.  The  Company,
however, shall use its best efforts to obtain all such approvals.


     11.  Successors  and Assigns.  Except to the extent  otherwise  provided in
Section 3, the provisions of this  Agreement  shall inure to the benefit of, and
be binding  upon,  the Company and its  successors  and assigns and Optionee and
Optionee's assigns and Beneficiaries.

     12.  Notices.  Any notice  required to be given or delivered to the Company
under the terms of this  Agreement  shall be in  writing  and  addressed  to the
Company at its principal  corporate offices.  Any notice required to be given or
delivered  to  Optionee  shall  be in  writing  and  addressed  to  Optionee  at
Optionee's  most recent address shown on the Company's  corporate  records or at
any other address which  Optionee may specify in a written  notice  delivered to

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the Company.  All notices shall be deemed  effective  upon personal  delivery or
upon deposit in the U.S.  mail,  postage  prepaid and properly  addressed to the
party to be notified.

     13. Financing.  The Plan Administrator may, in its absolute  discretion and
without any  obligation to do so, permit  Optionee to pay the Exercise Price for
the  purchased  Option  Shares by  delivering a  full-recourse  promissory  note
payable to the Company.  The terms of any such  promissory  note  (including the
interest rate, the requirements for collateral and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion.

     14.  Construction.  This Agreement and the Option evidenced hereby are made
and granted pursuant to the Plan, the terms of which are incorporated  herein by
reference,  and are in all  respects  limited by and subject to the terms of the
Plan.  All decisions of the Plan  Administrator  with respect to any question or
issue arising under the Plan or this  Agreement  shall be conclusive and binding
on all persons having an interest in this Option.

     15. Governing Law. The interpretation,  performance and enforcement of this
Agreement  shall be governed by the laws of the State of New York without resort
to that State's  conflict-of-laws  rules.  Each party hereto agrees to submit to
the exclusive  jurisdiction  of the United States District Court for the Eastern
District  of New York or the Supreme  Court of the State of New York,  County of
Nassau in any action or proceeding arising out of or relating to this Agreement.

     16. Excess Shares.  If the Option Shares covered by this Agreement  exceed,
as of the Grant  Date,  the number of shares of Common  Stock  which may without
stockholder  approval be issued  under the Plan,  then this Option shall be void
with respect to those excess shares, unless stockholder approval of an amendment
sufficiently  increasing the number of shares of Common Stock issuable under the
Plan is obtained in accordance with the provisions of the Plan.

     17.  Leave of  Absence.  The  following  provisions  shall  apply  upon the
Optionee's commencement of an authorized leave of absence:

          (i) The  exercise  schedule in effect  under  Section 4 above shall be
     frozen as of the first day of the authorized  leave,  and this Option shall
     not become exercisable for any additional installments of the Option Shares
     during the period Optionee remains on such leave.

          (ii) Should  Optionee  resume active Employee status within sixty (60)
     days after the start date of the  authorized  leave,  Optionee  shall,  for
     purposes of the  exercise  schedule  set forth in Section 4 above,  receive
     Service  credit for the entire  period of such leave.  If Optionee does not
     resume active  Employee status within such sixty (60)-day  period,  then no
     Service credit shall be given for the period of such leave.

          (iii)  In no  event  shall  this  Option  become  exercisable  for any
     additional  Option Shares or otherwise remain  outstanding if Optionee does
     not resume Employee status prior to the Expiration Date of the option term.

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     18.  Terms.  Capitalized  terms in this  Agreement  shall have the  meaning
assigned to them in this Agreement,  the attached  Appendix and the Plan. In the
event of any  conflict  between  this  Agreement  and the Plan,  the Plan  shall
control.

     19. No Employment or Service Contract.  Nothing in this Agreement or in the
Plan shall confer upon  Optionee any right to continue in Service for any period
of specific  duration or  interfere  with or  otherwise  restrict in any way the
rights of the Company (or any  Parent,  Subsidiary  or  Affiliate  employing  or
retaining  Optionee) or of Optionee,  which rights are hereby expressly reserved
by each,  to terminate  Optionee's  Service at any time for any reason,  with or
without cause.


     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first above written.
                                              1-800 FLOWERS.COM, INC.


                                              By:
                                                  -----------------------------


                                                  -----------------------------
                                                  Optionee





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                                    APPENDIX


     The following definitions shall be in effect under the Agreement:

     A. Agreement shall mean this Stock Option Agreement.


     B. Board shall mean the Company's Board of Directors.

     C. Change of Control shall mean:

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

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

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

     D. Code shall mean the Internal Revenue Code of 1986, as amended.

     E. Common Stock or Shares shall mean the common  stock,  $.01 par value per
share, of the Company.

     F. Company shall mean 1-800-FLOWERS.COM, Inc., a Delaware corporation.

     G. Effective Date shall mean December 3, 2003.

     H. Employee  shall mean an  individual  who is in the employ of the Company
(or any Parent,  Subsidiary or Affiliate),  subject to the control and direction
of the employer  entity as to both the work to be  performed  and the manner and
method of performance.

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

     J.  Exercise  Date shall mean the date on which the option  shall have been
exercised in accordance with Section 9 of the Agreement.



     K. Immediate  Family of Optionee shall mean  Optionee's  child,  stepchild,
grandchild,  parent,  stepparent,  grandparent,  spouse, former spouse, sibling,
niece,  nephew,  mother-in-law,   father-in-law,   son-in-law,  daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships.

     L. Incentive  Option shall mean an option which satisfies the  requirements
of Code Section 422.

     M. Misconduct  shall mean the commission of any act of fraud,  embezzlement
or dishonesty  by Optionee,  any  unauthorized  use or disclosure by Optionee of
confidential  information  or  trade  secrets  of the  Company  (or any  Parent,
Subsidiary or Affiliate), or any intentional wrongdoing by Optionee,  whether by
omission or commission,  which adversely  affects the business or affairs of the
Company (or any Parent, Subsidiary or Affiliate). The foregoing definition shall
not limit the grounds for the  dismissal  or  discharge of Optionee or any other
individual  in  the  Service  of the  Company  (or  any  Parent,  Subsidiary  or
Affiliate).

     N.  Non-Statutory  Option  shall mean an option not intended to satisfy the
requirements of Code Section 422.

     O.  Notice  of  Exercise  shall  mean the  notice of  exercise  in the form
prescribed by the Committee,  from time to time.  Such Notice of Exercise may be
in written or electronic form.

     P. Option Shares shall mean the number of shares of Common Stock subject to
the option as specified in Section 1 of this Agreement.

     Q.  Parent  shall  mean any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations   ending  with  the  Company,   provided  each
corporation  in the unbroken chain (other than the Company) owns, at the time of
the  determination,  stock  possessing  fifty percent (50%) or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

     R. Permanent  Disability  shall mean the inability of Optionee to engage in
any  substantial  gainful  activity  by  reason  of any  medically  determinable
physical or mental impairment which is expected to result in death or has lasted
or can be  expected  to last for a  continuous  period of twelve  (12) months or
more.

     S. Plan shall mean the Company's  2003 Long Term  Incentive and Share Award
Plan.

     T. Plan Administrator shall mean the Committee, as defined in the Plan.

     U. Service shall mean  Optionee's  performance  of services for the Company
(or any Parent,  Subsidiary  or  Affiliate)  in the capacity of an  Employee,  a
non-employee  member of the board of directors or a  consultant  or  independent
advisor.


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