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

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 30, 2008

                                       or

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

                           Commission File No. 0-26841

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

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

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

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

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

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

     Large accelerated filer ( )                   Accelerated filer(X)

     Non-accelerated filer ( )                     Smaller reporting company ( )

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

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

                                   26,528,374
                                   ----------
    (Number of shares of Class A common stock outstanding as of May 1, 2008)

                                   36,858,465
                                   ----------
    (Number of shares of Class B common stock outstanding as of May 1, 2008)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                            Page

Part I.     Financial Information
  Item 1.    Consolidated Financial Statements:

             Consolidated Balance Sheets - March 30, 2008 (Unaudited)
              and July 1, 2007                                                1

             Consolidated Statements of Income (Unaudited) - Three
              and Nine Months Ended March 30, 2008 and April 1, 2007          2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three and Nine Months Ended March 30, 2008 and April
              1, 2007                                                         3

             Notes to Consolidated Financial Statements (Unaudited)           4

  Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             12


  Item 3.    Quantitative and Qualitative Disclosures About Market Risk       23

  Item 4.    Controls and Procedures                                          23

Part II.     Other Information

  Item 1.    Legal Proceedings                                                24

  Item 1A.   Risk Factors                                                     24

  Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      24

  Item 3.    Defaults upon Senior Securities                                  25

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

  Item 5.    Other Information                                                25

  Item 6.    Exhibits                                                         25

Signatures                                                                    26






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


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


                                                                                                    
                                                                                         March 30,      July 1,
                                                                                          2008           2007
                                                                                      --------------- ------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                     $38,329       $16,087
 Receivables, net                                                                          17,206        17,010
 Inventories                                                                               67,370        62,051
 Deferred income taxes                                                                      8,886        19,260
 Prepaid and other                                                                          8,301         9,576
                                                                                      --------------- ------------
    Total current assets                                                                  140,092       123,984
Property, plant and equipment, net                                                         61,017        62,561
Goodwill                                                                                  111,717       112,131
Other intangibles, net                                                                     50,751        52,750
Other assets                                                                                  786         1,081
                                                                                      --------------- ------------
Total assets                                                                             $364,363      $352,507
                                                                                      =============== ============


Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                    $58,604       $62,433
 Current maturities of long-term debt and obligations under capital leases                 12,203        10,132
                                                                                      --------------- ------------
    Total current liabilities                                                              70,807        72,565
Long-term debt and obligations under capital leases                                        58,438        68,000
Deferred income taxes                                                                       8,230         8,230
Other liabilities                                                                           3,004         2,681
                                                                                      --------------- ------------
Total liabilities                                                                         140,479       151,476
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
 Class A common stock, $.01 par value, 200,000,000 shares authorized, 31,108,935
   and 30,298,019 shares issued at March 30, 2008 and July 1, 2007, respectively              311           303
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
   shares issued at March 30, 2008 and July 1, 2007, respectively                             421           421
 Additional paid-in capital                                                               276,438       269,270
 Retained deficit                                                                         (22,137)      (38,893)
 Treasury stock, at cost, 4,724,326 and 4,590,717 Class A shares at March 30,
   2008 and July 1, 2007, respectively and 5,280,000 Class B shares                       (31,149)      (30,070)
                                                                                      --------------- ------------
    Total stockholders' equity                                                            223,884       201,031
                                                                                      --------------- ------------
Total liabilities and stockholders' equity                                               $364,363      $352,507
                                                                                      =============== ============



See accompanying Notes to Consolidated Financial Statements.


                                       1





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


                                                                                                              
                                                                        Three Months Ended                Nine Months Ended
                                                                ---------------------------------  --------------------------------
                                                                    March 30,        April 1,        March 30,         April 1,
                                                                     2008             2007             2008             2007
                                                                ---------------  ----------------  ---------------  ---------------
Net revenues                                                       $219,567         $213,779          $699,579        $680,777
Cost of revenues                                                    130,062          127,092           397,137         387,299
                                                                ---------------  ----------------  ---------------  ---------------
Gross profit                                                         89,505           86,687           302,442         293,478
Operating expenses:
 Marketing and sales                                                 60,587           59,023           196,960         200,430
 Technology and development                                           5,515            5,469            16,169          15,831
 General and administrative                                          13,151           14,198            43,817          41,472
 Depreciation and amortization                                        5,011            4,447            14,848          13,025
                                                                ---------------  ----------------  ---------------  ---------------
   Total operating expenses                                          84,264           83,137           271,794         270,758
                                                                ---------------  ----------------  ---------------  ---------------
Operating income                                                      5,241            3,550            30,648          22,720
Other income (expense):
 Interest income                                                        363              203               836             794
 Interest expense                                                    (1,073)          (1,551)           (4,355)         (5,804)
 Other                                                                   25                1                55               5
                                                                ---------------  ----------------  ---------------  ---------------
Total other income (expense), net                                      (685)          (1,347)           (3,464)         (5,005)
                                                                ---------------  ----------------  ---------------  ---------------
Income before income taxes                                            4,556            2,203            27,184          17,715
Income taxes                                                         (1,266)          (1,150)          (10,428)         (7,159)
                                                                ---------------  ----------------  ---------------  ---------------
Net income                                                           $3,290           $1,053           $16,756         $10,556
                                                                ===============  ================  ===============  ===============

Net income per common share:
    Basic                                                             $0.05            $0.02             $0.27           $0.16
                                                                ===============  ================  ===============  ===============
    Diluted                                                           $0.05            $0.02             $0.26           $0.16
                                                                ===============  ================  ===============  ===============
Weighted average shares used in the calculation
 of net income per common share
    Basic                                                            63,261           62,358            62,970          64,216
                                                                ===============  ================  ===============  ===============
    Diluted                                                          65,413           64,284            65,604          65,475
                                                                ===============  ================  ===============  ===============



See accompanying Notes to Consolidated Financial Statements.


                                       2




[PG NUMBER]


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


                                                                                                   
                                                                                          Nine Months Ended
                                                                                   --------------------------------
                                                                                      March 30,         April 1,
                                                                                        2008             2007
                                                                                   ---------------   --------------
Operating activities:
Net income                                                                             $16,756           $10,556
Reconciliation of net income to net cash provided by operations
 Depreciation and amortization                                                          14,848            13,025
 Deferred income taxes                                                                  10,374             7,824
 Bad debt expense                                                                        1,363             1,111
 Stock-based compensation                                                                3,339             3,386
 Other non-cash items                                                                      275                72
Changes in operating items:
    Receivables                                                                         (1,559)           (9,708)
    Inventories                                                                         (5,506)          (13,881)
    Prepaid and other                                                                    1,275            (1,187)
    Accounts payable and accrued expenses                                                  608              (529)
    Other assets                                                                           300              (867)
    Other liabilities                                                                      323               856
                                                                                   ---------------   --------------
 Net cash provided by operating activities                                              42,396            10,658

Investing activities:
Acquisitions, net of cash acquired                                                      (4,135)             (347)
Dispositions                                                                               125             1,112
Capital expenditures                                                                   (11,615)          (13,565)
Other                                                                                      204               (36)
                                                                                   ---------------   --------------
 Net cash used in investing activities                                                 (15,421)          (12,836)

Financing activities:
Acquisition of treasury stock                                                           (1,079)          (15,722)
Proceeds from employee stock options                                                     3,837             1,269
Proceeds from bank borrowings                                                           80,000            95,000
Repayment of notes payable and bank borrowings                                         (87,466)          (92,433)
Repayment of capital lease obligations                                                     (25)             (377)
                                                                                   ---------------   --------------
 Net cash used in financing activities                                                  (4,733)          (12,263)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                      22,242           (14,441)
Cash and equivalents:
 Beginning of period                                                                    16,087            24,599
                                                                                   ---------------   --------------
 End of period                                                                         $38,329           $10,158
                                                                                   ===============   ==============





See accompanying Notes to Consolidated Financial Statements.

                                       3



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

Note 1 - Accounting Policies

Basis of Presentation

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

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

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

Use of Estimates

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

Comprehensive Income

For the three  and nine  months  ended  March 30,  2008 and April 1,  2007,  the
Company's  comprehensive  net income was equal to the  respective net income for
each of the periods presented.

Recent Accounting Pronouncements

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

In  December  2007,  the FASB  issued  Statement  No.  141  (Revised),  Business
Combinations (Statement 141R) and Statement No. 160, Noncontrolling Interests in
Consolidated  Financial Statements  (Statement No. 160). Statements No. 141R and
No.  160 revise the  method of  accounting  for a number of aspects of  business
combinations  and  non-controlling   interests,   including  acquisition  costs,
contingencies   (including   contingent  assets,   contingent   liabilities  and
contingent  purchase  price),  the  impacts  of  partial  and  step-acquisitions
(including the valuation of net assets  attributable  to  non-acquired  minority
interests),  and  post  acquisition  exit  activities  of  acquired  businesses.
Statement  Nos. 141R and 160 will be effective for the Company during its fiscal
year beginning June 29, 2009.

Reclassifications

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

                                       4




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



Note 2 - Net Income Per Common Share

The following table sets forth the computation of basic and diluted net income
per common share:


                                                                                                           
                                                                   Three Months Ended                  Nine Months Ended
                                                            ---------------------------------  --------------------------------
                                                                March 30,        April 1,        March 30,         April 1,
                                                                  2008             2007             2008            2007
                                                            ----------------  ---------------  ---------------  ---------------
                                                                              (in thousands, except per share data)

       Numerator:
          Net income                                             $3,290           $1,053            $16,756          $10,556
                                                            ================  ===============  ===============  ===============
       Denominator:
          Weighted average shares outstanding (*)                63,261           62,358             62,970           64,216
          Effect of dilutive securities:
             Employee stock options                               1,449            1,495              1,949              961
             Employee restricted stock awards                       703              431                685              298
                                                            ----------------  ---------------  ---------------  ---------------
                                                                  2,152            1,926              2,634            1,259
                                                            ----------------  ---------------  ---------------  ---------------
       Adjusted weighted-average shares and assumed
          conversions                                            65,413           64,284             65,604           65,475
                                                            ================  ===============  ===============  ===============

       Net income per common share:
          Basic                                                   $0.05            $0.02              $0.27            $0.16
                                                            ================  ===============  ===============  ===============
          Diluted                                                 $0.05            $0.02              $0.26            $0.16
                                                            ================  ===============  ===============  ===============



     (*) On December 28, 2006,  the Company  completed a repurchase of 3,010,740
     shares of Class A Common Stock in a privately negotiated  transaction.  The
     purchase  price was  $15,689,000,  or $5.21 per share.  The  repurchase was
     approved by the  disinterested  members of the Company's Board of Directors
     and  was in  addition  to the  Company's  then  existing  stock  repurchase
     authorization of $20.0 million, of which $8.7 million remained  authorized,
     but unused as of January 20, 2008. On January 21, 2008, the Company's Board
     of Directors  authorized an increase to its stock repurchase  plan,  which,
     when added to the funds remaining on its earlier  authorization,  increased
     the amount  available for  repurchase to $15.0  million.  During the period
     from  January 21, 2008  through  March 30,  2008,  the Company  repurchased
     133,609  shares  (approximately  $1.1  million) of Class A Common  Stock at
     market prices.

Note 3 - Stock-Based Compensation

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


                                       5




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


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

                                                                                  
                                                      Three Months Ended          Nine Months Ended
                                              ---------------------------- ----------------------------
                                                 March 30,     April 1,       March 30,     April 1,
                                                   2008         2007            2008         2007
                                              ------------- -------------- -------------- -------------
                                                       (in thousands, except per share data)


   Stock options                                  $307          $749           $1,079         $2,087
   Restricted stock awards                         727           628            2,260          1,299
                                              ------------- -------------- -------------- -------------
     Total                                       1,034         1,377            3,339          3,386
   Deferred income tax benefit                     352           412            1,348          1,011
                                              ------------- -------------- -------------- -------------
   Stock-based compensation expense, net          $682          $965           $1,991         $2,375
                                              ============= ============== ============== =============
   


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

                                                                                  
                                                      Three Months Ended          Nine Months Ended
                                              ---------------------------- ----------------------------
                                                 March 30,     April 1,       March 30,     April 1,
                                                   2008         2007            2008         2007
                                              ------------- -------------- -------------- -------------
                                                       (in thousands, except per share data)


   Marketing and sales                            $288          $484           $1,044         $1,189
   Technology and development                      133           206              452            507
   General and administrative                      613           687            1,843          1,690
                                              ------------- -------------- -------------- -------------
     Total                                      $1,034        $1,377           $3,339         $3,386
                                              ============= ============== ============== =============

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


                                                                                  
                                                      Three Months Ended          Nine Months Ended
                                              ---------------------------- ----------------------------
                                                 March 30,     April 1,       March 30,     April 1,
                                                   2008         2007            2008         2007
                                              ------------- -------------- -------------- -------------
                                                       (in thousands, except per share data)


      Weighted average fair value of
       options granted                          $3.10           $3.51          $4.40         $3.05
      Expected volatility                       40.0%           46.0%          44.8%         46.0%
      Expected life                           5.3 yrs         5.3 yrs        5.3 yrs       5.3 yrs
      Risk-free interest rate                   2.98%           4.70%          4.12%         4.60%
      Expected dividend yield                    0.0%            0.0%           0.0%          0.0%


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

                                       6


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


The following table summarizes stock option activity during the nine months
ended March 30, 2008:

                                                                                           
                                                                                       Weighted
                                                                         Weighted       Average
                                                                          Average      Remaining     Aggregate
                                                                         Exercise     Contractual    Intrinsic
                                                         Options           Price         Term       Value (000s)
                                                        ----------------------------------------------------------

Outstanding at July 1, 2007                              9,152,665         $8.10
Granted                                                    188,500         $9.54
Exercised                                                 (790,533)        $4.85
Forfeited                                                 (282,817)       $10.92
                                                        -------------
Outstanding at March 30, 2008                            8,267,815         $8.34     4.3 years      $14,489
                                                        =============

Options vested or expected to vest at March 30, 2008     8,120,951         $8.36     4.2 years      $14,327
Exercisable at March 30, 2008                            6,987,843         $8.52     3.7 years      $13,020


As of March 30, 2008 the total  future  compensation  cost  related to nonvested
options, not yet recognized in the statement of income, was $3.1 million and the
weighted  average  period over which these awards are expected to be  recognized
was 2.7 years.

The Company  grants shares of common stock to its employees  that are subject to
restrictions on transfer and risk of forfeiture until  fulfillment of applicable
service  conditions  and, in certain cases,  holding periods  (Restricted  Stock
Awards).  The following table  summarizes the activity of non-vested  restricted
stock during the nine months ended March 30, 2008:

                                                                                   Weighted
                                                                                Average Grant
                                                                                  Date Fair
                                                                    Shares           Value
                                                                --------------  ---------------

          Non-vested at July 1, 2007                              1,101,982           $5.70
          Granted                                                   656,749          $11.43
          Vested                                                    (18,677)          $7.44
          Forfeited                                                (195,729)          $8.53
                                                                ------------
          Non-vested at March 30, 2008                             1,544,325          $7.75
                                                                ============


The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of March 30, 2008,  there was $6.7 million of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over the weighted-average  remaining period of 1.9
years.

Note 4 - Acquisitions

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

                                       7




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



Acquisition of Fannie May Confections Brands, Inc.

On May 1, 2006,  the Company  acquired  all of the  outstanding  common stock of
Fannie May Confections Brands,  Inc. ("Fannie May Confections"),  a manufacturer
and  multi-channel  retailer  and  wholesaler  of  premium  chocolate  and other
confections  under the Fannie May,  Harry  London and Fanny Farmer  brands.  The
acquisition,  for a  purchase  price of  approximately  $92.1  million  in cash,
including estimated working capital adjustments and transaction costs,  includes
a modern 200,000-square foot manufacturing facility in North Canton, Ohio and 52
Fannie May retail stores in the Chicago area, where the chocolate brand has been
a tradition  since 1920. The purchase price is subject to "earn-out"  incentives
which  amounted to a maximum of $4.5 million during the year ending July 1, 2007
(of which $4.4 million was  achieved)  and $1.5  million  during the year ending
June 29, 2008,  upon  achievement  of specified  earnings  targets.  In its most
recently  completed year ended April 30, 2006, prior to the acquisition,  Fannie
May Confections generated revenues of approximately $75.0 million.

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

Note 5 - Inventory

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

                                                                                                     
                                                                                   March 30,     July 1,
                                                                                     2008         2007
                                                                                --------------  -----------
                                                                                          (in thousands)

            Finished goods                                                         $48,072        $43,113
            Work-in-Process                                                          4,291          3,911
            Raw materials                                                           15,007         15,027
                                                                                -----------    -----------
                                                                                   $67,370        $62,051
                                                                                ===========    ===========

Note 6 - Goodwill and Intangible Assets

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

                                                                                                        

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

 Disposition of retail stores/other              (187)             -                 11              (238)              (414)
                                            --------------    -------------    -------------     -------------    --------------
Balance at March 30,2008                       $6,165             $-            $87,290           $18,262           $111,717
                                            ==============    =============    =============     =============    ==============



                                       8


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


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

                                                                                                   
                                                         March 30, 2008                           July 1, 2007
                                            ---------------------------------------- ----------------------------------------
                                               Gross                                   Gross
                              Amortization   Carrying     Accumulated                 Carrying    Accumulated
                                 Period       Amount      Amortization       Net       Amount     Amortization       Net
                             -------------- ------------ --------------- ----------- ----------- --------------- ------------
                                                                       (in thousands)

 Intangible assets with
 determinable lives
   Investment in licenses    14 - 16 years     $4,927          $4,327        $600      $4,927          $4,085         $842
   Customer lists             3 - 10 years     14,260           5,370       8,890      14,260           3,919       10,341
   Other                       5 - 8 years      2,644           1,062       1,582       2,639             748        1,891
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               21,831          10,759      11,072      21,826           8,752       13,074

 Trademarks with
   indefinite lives                            39,679               -      39,679      39,676               -       39,676
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
    intangible assets                         $61,510          10,759     $50,751     $61,502          $8,752      $52,750
                                            ============ =============== =========== =========== =============== ============

Estimated future  amortization expense is as follows: remainder of fiscal 2008 -
$0.7 million,  fiscal 2009 - $2.6 million,  fiscal  2010 - $2.5  million, fiscal
2011 - $2.0 million, fiscal 2012 -$0.9 and thereafter - $2.4 million.

Note 7 - Long-Term Debt

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

                                                                                                    
                                                                                          March 30,        July 1,
                                                                                            2008            2007
                                                                                       ----------------  -----------
                                                                                               (in thousands)

              Term loan                                                                    $70,125         $76,500
              Revolving Line of  Credit                                                          -               -
              Commercial Note                                                                  459           1,553
              Obligations under capital leases                                                  57              79
                                                                                        -----------     -----------
                                                                                            70,641          78,132
              Less current maturities of long-term debt and obligations under
                capital leases                                                              12,203          10,132
                                                                                        -----------     -----------
                                                                                           $58,438         $68,000
                                                                                        ===========     ===========



In order to finance the acquisition of Fannie May  Confections,  on May 1, 2006,
the Company  entered into a secured  credit  facility with JPMorgan  Chase Bank,
N.A.,  as  administrative  agent,  and a group  of  lenders  (the  "2006  Credit
Facility").  The 2006 Credit Facility  includes an $85.0 million term loan and a
$50.0 million  revolving  facility  (which was  subsequently  increased to $75.0
million effective October 23, 2007), which bear interest at LIBOR plus 0.625% to
1.125%,  with pricing based upon the Company's  leverage ratio. At closing,  the
Company  borrowed  $85.0  million of the term  facility  to  acquire  all of the
outstanding capital stock of Fannie May Confections.  The Company is required to
pay the outstanding  term loan in escalating  quarterly  installments,  with the
final installment  payment due on May 1, 2012. As of March 30, 2008, the Company
had no borrowings outstanding under the revolving credit facility.


                                       9



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



Note 8 - Income Taxes

At the end of each interim reporting period, the Company estimates its effective
income tax rate  expected to be applicable  for the full year.  This estimate is
used in  providing  for income taxes on a  year-to-date  basis and may change in
subsequent interim periods.  The Company's  effective tax rate for the three and
nine months ended March 30, 2008 was 27.8% and 38.4%, respectively,  compared to
52.2% and 40.4%  during the  comparative  three and nine  months  ended April 1,
2007.  The  effective  tax rate during the three and nine months ended March 30,
2008  includes  the  favorable  impact of several  tax  credits.  The  Company's
effective  tax rate for the three and nine months ended March 30, 2008 and April
1, 2007 differed from the U.S.  federal  statutory  rate of 35% primarily due to
state income taxes, partially offset by the aforementioned tax credits.

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

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

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

Note 9 - Business Segments

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

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

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

                                                                                               
                                                         Three Months Ended                  Nine Months Ended
                                                    -----------------------------     --------------------------------
                                                       March 30,      April 1,            March 30,         April 1,
  Net revenues                                           2008           2007                2008              2007
                                                    -------------  --------------     --------------   ---------------
                                                                            (in thousands)

    Net revenues:
        1-800-Flowers.com Consumer Floral               $141,018       $140,058            $342,687         $337,451
        BloomNet Wire Service                             15,410         12,743              38,033           29,549
        Gourmet Food & Gift Baskets                       39,675         35,629             173,442          166,763
        Home & Children's Gifts                           24,565         26,507             147,313          149,519
        Corporate (*)                                        371            143               2,081            1,179
        Intercompany eliminations                         (1,472)        (1,301)             (3,977)          (3,684)
                                                    -------------  --------------     --------------   ---------------
    Total net revenues                                  $219,567       $213,779            $699,579         $680,777
                                                    =============  ==============     ==============   ===============

                                       10


                                                                                               
                                                         Three Months Ended                  Nine Months Ended
                                                    -----------------------------     --------------------------------
                                                      March 30,      April 1,            March 30,         April 1,
  Operating Income                                       2008           2007                2008              2007
                                                    -------------  --------------     --------------   ---------------
                                                                            (in thousands)

    Category Comtribution Margin:
        1-800-Flowers.com Consumer Floral                $17,221       $19,133            $42,727          $40,454
        BloomNet Wire Service                              5,561         3,835             12,583            8,793
        Gourmet Food & Gift Baskets                        3,281         1,832             26,338           25,584
        Home & Children's Gifts                           (3,239)       (3,122)             3,212           (1,104)
                                                    -------------  --------------     --------------   ---------------
    Category Contribution Margin Subtotal                 22,824        21,678             84,860           73,727
        Corporate (*)                                    (12,572)      (13,681)           (39,364)         (37,982)
        Depreciation and amortization                     (5,011)       (4,447)           (14,848)         (13,025)
                                                    -------------  --------------     --------------   ---------------
    Operating income                                      $5,241        $3,550            $30,648          $22,720
                                                    =============  ==============     ==============   ===============

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


Note 10 - Commitments and Contingencies

Legal Proceedings

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

In October  2007,  1-800-Flowers.Com.,  Inc. and its  subsidiary,  1-800-Flowers
Retail,  Inc.,  (collectively  "the  Company"),  were  served  with a  purported
nationwide  class action lawsuit filed in the United States  District  Court, in
and for the Southern District of Florida (Grabein v.  1-800-Flowers.Com.,  Inc.,
et al; Case No.  07-22235).  The Complaint alleges violation of the federal Fair
and Accurate Credit Transaction Act ("FACTA") based upon the allegation that the
Company  printed/provided  receipts  to  consumers  at  the  point  of  sale  or
transaction  on which  receipts  appeared  more  than the last  five  digits  of
customers'  credit or debit card  numbers  and/or the  expiration  dates of such
cards.  Similar  complaints  have been filed against a number of retailers.  The
Complaint  does not specify any actual  damages for any member of the  purported
class.  However, the Complaint does seek statutory damages of $100 to $1,000 for
each alleged  willful  violation of the statute,  as well as,  attorneys'  fees,
costs, punitive damages and a permanent  injunction.  We are currently examining
information  relating to the  allegation  in the  Complaint  and are  evaluating
developing  judicial  interpretations of the statute and pending  legislation in
Congress that would amend FACTA.  While we intend to vigorously  defend  against
the claims asserted,  this case is in the preliminary  stages of litigation and,
as a result,  the  ultimate  outcome  of this case and any  potential  financial
impact on the Company are not reasonably determinable at this time.

Note 11 - Subsequent Event - Acquisition of DesignPac Gifts LLC

On April 30, 2008, the Company  acquired all of the outstanding  common stock of
DesignPac  Gifts LLC  (DesignPac),  a designer,  assembler  and  distributor  of
gourmet gift baskets, gourmet food towers and gift sets, including a broad range
of  branded  and  private  label  components,  based in  Melrose  Park,  IL. The
acquisition,  for approximately $36.3 million in cash (subject to adjustment for
working  capital),  was  financed  utilizing a  combination  of  available  cash
generated from operations and through borrowings against the Company's revolving
credit  facility.  Although  the Company  expects that such  borrowings  will be
repaid prior to the Company's fiscal year-end, the Company also anticipates that
it will increase its revolving  credit  facility by the second quarter of fiscal
2009, in order to fund the associated increase in working capital  requirements.
The purchase price is subject to "earn-out" incentives which amount to a maximum
of $2.0  million  through the years ending June 27, 2010,  upon  achievement  of
specified  performance  targets.  DesignPac  generated revenues of approximately
$53.3 million in its most recent fiscal year ended December 31, 2007.

                                       11




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

Forward Looking Statements

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

Overview

1-800-FLOWERS.COM,  Inc.  is the  world's  leading  florist  and a  provider  of
specialty  gifts for all occasions.  For more than 30 years,  1-800-FLOWERS.COM,
Inc. has been providing customers with fresh flowers and the finest selection of
plants,  gift baskets,  gourmet  foods,  confections  and plush stuffed  animals
perfect   for   every   occasion.    1-800-FLOWERS.COM(R)   (1-800-356-9377   or
www.1800flowers.com),  named  one of the top 50  online  retailers  by  Internet
Retailer and the  recipient of ICMI's 2006 Global Call Center of the Year Award,
offers  the  best  of  both  worlds:  exquisite,  florist-designed  arrangements
individually   created  by  some  of  the  nation's   top  floral   artists  and
hand-delivered  the same day, and spectacular  flowers shipped  overnight "Fresh
From Our Growerssm." As always, 100% satisfaction and freshness are guaranteed.

The  1-800-FLOWERS.COM,  Inc.  collection of brands also includes  Gourmet Gifts
such as popcorn and specialty treats from The Popcorn Factory(R) (1-800-541-2676
or   www.thepopcornfactory.com);   exceptional  cookies  and  baked  gifts  from
Cheryl&Co.(R)  (1-800-443-8124 or  www.cherylandco.com);  premium chocolates and
confections  from  Fannie  May  Confections  Brands(R)   (www.fanniemay.com  and
www.harrylondon.com);  gourmet foods from Greatfood.com(R)  (www.greatfood.com);
wine   gifts   from   Ambrosia(R)   (www.ambrosia.com);    gift   baskets   from
1-800-BASKETS.COM(R)  (www.1800baskets.com) as well as Home Decor and Children's
Gifts from Plow & Hearth(R)  (1-800-627-1712 or  www.plowandhearth.com),  Wind &
Weather(R)  (www.windandweather.com),   HearthSong(R)  (www.hearthsong.com)  and
Magic Cabin(R)  (www.magiccabin.com);  and the BloomNet(R)  (www.mybloomnet.net)
international floral wire service provides quality products and diverse services
to a select network of professional florists.  1-800-FLOWERS.COM,  Inc. stock is
traded on the NASDAQ Global Select Market under ticker symbol FLWS.











                                       12







Category Information

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

The following table presents the contribution of net revenues,  gross profit and
category  contribution  margin or category  "EBITDA"  (earnings before interest,
taxes,  depreciation  and  amortization)  from  each of the  Company's  business
categories.

                                                                                                          
                                                         Three Months Ended                             Nine Months Ended
                                             -----------------------------------------   -------------------------------------------
                                               March 30,      April 1,                      March 30,       April 1,
     Net revenues                                2008           2007        % Change          2008             2007        % Change
                                             -------------- --------------  ----------   --------------   -------------   ----------
                                                                               (in thousands)
     Net revenues:
       1-800-Flowers.com Consumer Floral       $141,018        $140,058         0.7%         $342,687        $337,451         1.6%
       BloomNet Wire Service                     15,410          12,743        20.9%           38,033          29,549        28.7%
       Gourmet Food & Gift Baskets               39,675          35,629        11.4%          173,442         166,763         4.0%
       Home & Children's Gifts                   24,565          26,507       (7.3)%          147,313         149,519       (1.5)%
       Corporate (*)                                371             143       159.4%            2,081           1,179        76.5%
       Intercompany eliminations                 (1,472)         (1,301)     (13.1)%           (3,977)         (3,684)      (8.0)%
                                             -------------- --------------               --------------   -------------
     Total net revenues                        $219,567        $213,779         2.7%         $699,579        $680,777         2.8%
                                             ============== ==============               ==============   =============


                                                    Three Months Ended                             Nine Months Ended
                                             -----------------------------------------   -------------------------------------------
                                               March 30,      April 1,                      March 30,       April 1,
     Gross Profit                                2008           2007        % Change          2008             2007        % Change
                                             -------------- --------------  ----------   --------------   -------------   ----------
                                                                               (in thousands)
     Gross Profit:
       1-800-Flowers.com Consumer Floral       $53,520         $53,987       (0.9)%         $132,540        $131,013         1.2%
                                                  38.0%           38.5%                         38.7%           38.8%

       BloomNet Wire Service                     8,419           6,612        27.3%           21,301          16,489        29.2%
                                                  54.6%           51.9%                         56.0%           55.8%

       Gourmet Food & Gift Baskets              18,221          15,397        18.3%           82,002          76,622         7.0%
                                                  45.9%           43.2%                         47.3%           45.9%

       Home & Children's Gifts                   9,544          10,616      (10.1)%           66,341          68,862       (3.7)%
                                                  38.9%           40.0%                         45.0%           46.1%

       Corporate (*)                                79             110      (28.2)%              842             631        33.4%
                                                  21.3%           76.9%                         40.5%           53.5%

       Intercompany eliminations                  (278)            (35)                         (584)           (139)
                                             -------------- --------------               --------------   -------------
     Total gross profit                        $89,505         $86,687         3.3%         $302,442        $293,478         3.1%
                                             ============== ==============               ==============   =============
                                                  40.8%           40.5%                         43.2%           43.1%
                                             ============== ==============               ==============   =============


                                                    Three Months Ended                             Nine Months Ended
                                             -----------------------------------------   -------------------------------------------
                                               March 30,      April 1,                      March 30,       April 1,
     EBITDA(**)                                  2008           2007        % Change          2008             2007        % Change
                                             -------------- --------------  ----------   --------------   -------------   ----------
                                                                               (in thousands)
     Category Contribution Margin:
       1-800-Flowers.com Consumer Floral       $17,221         $19,133       (10.0)%         $42,727        $40,454          5.6%
       BloomNet Wire Service                     5,561           3,835         45.0%          12,583          8,793         43.1%
       Gourmet Food & Gift Baskets               3,281           1,832         79.1%          26,338         25,584          2.9%
       Home & Children's Gifts                  (3,239)         (3,122)       (3.7)%           3,212         (1,104)       390.9%
                                             -------------- --------------               --------------   -------------
     Category Contribution Margin Subtotal      22,824          21,678          5.3%          84,860         73,727         15.1%
       Corporate (*)                           (12,572)        (13,681)       (8.1)%         (39,364)       (37,982)         3.6%
                                             -------------- --------------               --------------   -------------   ----------
            EBITDA                             $10,252          $7,997         28.2%         $45,496        $35,745         27.3%
                                             ============== ==============               ==============   =============


                                       13

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

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

 Reconciliation of Net Income to EBITDA:

                                                                                               
                                                            Three Months Ended        Nine Months Ended
                                                          -----------------------  -------------------------
                                                           March 30,    April 1,   March 30,    April 1,
                                                             2008         2007       2008        2007
                                                          ------------ ----------- ---------- --------------
                                                                             (in thousands)

 Net income                                                 $3,290       $1,053     $16,756       $10,556
 Add:
  Interest expense                                           1,073        1,551       4,355         5,804
  Depreciation and amortization                              5,011        4,447      14,848        13,025
  Income tax expense                                         1,266        1,150      10,428         7,159
 Less:
  Interest income                                              363          203         836           794
  Other income                                                  25            1          55             5
                                                          ------------ ----------- ---------- --------------
 EBITDA                                                    $10,252       $7,997     $45,496       $35,745
                                                          ============ =========== ========== ==============


Results of Operations

Net Revenues

                                                    Three Months Ended                             Nine Months Ended
                                        -----------------------------------------   -------------------------------------------
                                         March 30,      April 1,                      March 30,       April 1,
     Net revenues                          2008           2007        % Change          2008             2007        % Change
                                        -------------- --------------  ----------   --------------   -------------   ----------
                                                                     (in thousands)
     Net revenues:
      E-Commerce                          $177,476       $175,592        1.1%          $566,147        $555,010          2.0%
      Other                                 42,091         38,187       10.2%           133,432         125,767          6.1%
                                        -------------- --------------               --------------   -------------
     Total net revenues                   $219,567       $213,779        2.7%          $699,579        $680,777          2.8%
                                        ============== ==============               ==============   =============

The Company's  revenue  growth of 2.7% and 2.8% during the three and nine months
ended March 30, 2008 respectively,  was primarily  attributable to the continued
expansion of the Company's BloomNet Wire Service business, which increased 20.9%
and 28.7%,  during the respective  periods, as well as growth from the Company's
Gourmet Food and Gift Basket  business,  which increased 11.4% and 4% during the
respective periods.  The growth in this category was primarily the result of the

                                       14

shift of the  Easter  holiday  into  the  Company's  fiscal  third  quarter,  in
comparison  to the prior  fiscal  year when Easter was in the  Company's  fourth
quarter. Easter sales however, were negatively impacted by the inclement weather
throughout  much of the country,  and the early date  placement,  which  reduces
consumer focus on the holiday.  During this  challenging  consumer  environment,
which was characterized by cautious consumer spending and aggressive promotional
activity by  competitors  across the  gifting  industry,  the  Company  made the
conscious  decision  not to  chase  revenue  growth  in  its  direct-to-consumer
businesses,  instead  focusing on achieving its primary goal of  leveraging  its
business  platform to drive  profitable  growth  while  reducing  its  operating
expense ratio. As a result,  despite the difficult  retail consumer  environment
experienced during the quarter, the Company was able to achieve EBITDA growth of
28.2%, on more modest revenue growth.

The Company fulfilled  approximately  2,739,000 and 8,797,000 orders through its
E-commerce  sales channels  (online and  telephonic  sales) during the three and
nine months ended March 30, 2008,  respectively,  which represents  increases of
2.1% and 1.2% over the respective prior year periods.  The Company's  E-commerce
average  order  value of $64.79  during the three  months  ended  March 30, 2008
decreased  1.0% over the prior year period due to an increase in  Valentine  and
Easter holiday promotions,  while the average order during the nine months ended
March 30, 2008  increased  0.8% to $64.35 as a result of price  initiatives  and
product mix. Other revenues, for the three and nine months ended March 30, 2008,
increased  in  comparison  to the same period of the prior year,  primarily as a
result of the  continued  membership  revenue  growth and  expanded  product and
service  offerings  from the  Company's  BloomNet  Wire  Service  category,  and
increased retail store revenue from its Gourmet Food and Gift Baskets category.

The 1-800-Flowers.com  Consumer Floral category includes the 1-800-Flowers brand
operations  which  derives  revenue  from the sale of consumer  floral  products
through  its  E-Commerce  sales  channels  (telephonic  and  online  sales)  and
company-owned  and operated retail floral stores,  as well as royalties from its
franchise operations.  Net revenues during the three and nine months ended March
30, 2008  increased  by 0.7% and 1.6% over the  respective  prior year  periods,
primarily due to the aforementioned shift in the Easter holiday.

The BloomNet Wire Service  category  includes  revenues from  membership fees as
well as other product and service offerings to florists. Net revenues during the
three and nine months ended March 30, 2008 increased by 20.9% and 28.7% over the
respective  prior  year  periods,  primarily  as a result of  increased  florist
membership  revenues,  due to its pricing  initiatives and expanded  product and
service offerings.

The Gourmet Food & Gift Basket category  includes the operations of the Cheryl &
Co., Fannie May  Confections,  The Popcorn  Factory and The Winetasting  Network
brands.  Revenue is  derived  from the sale of  cookies,  baked  gifts,  premium
chocolates  and  confections,   gourmet  popcorn  and  wine  gifts  through  its
E-commerce sales channels  (telephonic and online sales) and  company-owned  and
operated retail stores under the Cheryl & Co. and Fannie May brands,  as well as
wholesale  operations.  Net revenue during the three and nine months ended March
30, 2008 increased by 11.4% and 4.0% over the respective prior year periods as a
result of  increased  direct to  consumer  order  volume  from the Cheryl & Co.,
Fannie May  Confections and Popcorn  Factory  brands,  primarily  related to the
shift in the Easter Holiday,  offset in part by decreased  revenue from Cheryl &
Co. and Fannie May Confections' wholesale operations.

The Home & Children's Gifts category  includes  revenues from the Plow & Hearth,
Wind & Weather,  HearthSong and Magic Cabin brands.  Revenue is derived from the
sale of home decor and children's  gifts through its  E-commerce  sales channels
(telephonic and online sales) or company-owned  and operated retail stores under
the Plow & Hearth  brand.  During the three and nine months ended March 30, 2008
net revenue  decreased 7.3% and 1.5%,  respectively,  in comparison to the prior
year  period,  reflecting  management's  planned  reduction  in  marketing as it
focuses on improving operating results in the category, as well as the impact on
consumer demand related to the continued weakness in the housing market.

The Company  anticipates  that its revenue growth for fiscal 2008 will be in the
range of 2-4  percent,  as  anticipated  revenue  growth  in the  Company's  key
business categories of 1-800-Flowers Consumer Floral,  BloomNet Wire Service and
Gourmet Food & Gift Baskets offset the lower  anticipated  revenue  contribution
expected from its Home and Children's Gifts category.


                                       15


Gross Profit

                                                                                                     
                                               Three Months Ended                              Nine Months Ended
                                  --------------------------------------------- ----------------------------------------------
                                    March 30,        April 1,                     March 30,         April 1,
                                      2008             2007         % Change         2008             2007          % Change
                                  --------------  --------------- ------------- ---------------  --------------- -------------
                                                                (in thousands)

        Gross profit                $89,505           $86,687         3.3%          $302,442          $293,478         3.1%
        Gross margin %                 40.8%             40.5%                          43.2%             43.1%



Gross profit and gross margin percentage increased for the three and nine months
ended  March 30,  2008,  in  comparison  to the same  period of the prior  year,
primarily as a result of the revenue growth  described  above as well as product
mix and manufacturing efficiencies.

The  1-800-Flowers.com  Floral  Consumer  category gross profit and gross margin
percentage  for the three months  ended March 30, 2008  decreased by 0.9% and 50
basis points, respectively,  over the prior year period as a result of increased
promotional  offerings during the Valentine's and Easter holidays.  Gross profit
during the nine months ended March 30, 2008  increased  1.2% over the prior year
period,  resulting  from increased net revenues,  while gross margin  percentage
decreased 10 basis points due to increased promotional offers.

The BloomNet  Wire Service  category  gross profit for the three and nine months
ended March 30, 2008  increased by 27.3% and 29.2%,  over the  respective  prior
year periods as a result of increases in florist  membership  revenues resulting
from pricing  initiatives  and increased  product and service  offerings.  Gross
margin  percentage  for the three and nine months ended March 30, 2008 increased
270 basis points and 20 basis  points over the  respective  prior year  periods,
primarily as a result of sales mix.

The Gourmet  Food & Gift  Basket  category  gross  profit for the three and nine
months  ended March 30,  2008  increased  by 18.3% and 7.0% over the  respective
prior year periods as a result of the  aforementioned  increased revenue as well
as improved gross margin  percentage.  Gross margin percentage for the three and
nine months  ended March 30,  2008,  increased by 270 basis points and 140 basis
points, to 45.9% and 47.3%, respectively,  in comparison to the respective prior
year periods, as a result of manufacturing efficiencies, and sales channel mix.

The Home & Children's  Gift category  gross profit for the three and nine months
ended March 30, 2008 decreased by 10.1% and 3.7% over the respective  prior year
periods as a result of the lower  revenues and reduced gross margin  percentage,
which decreased 110 basis points, to 38.9% and 45.0%,  during the three and nine
months ended March 30, 2008  respectively,  due to free shipping offers, as well
as increases in outbound  shipping  costs as a result of higher fuel  surcharges
from the carriers.

While the Company  expects  continued  improvement  in its gross margin over the
longer  term ,  primarily  through  the  growth of its  higher  margin  business
categories  including  Gourmet Food and Gift Baskets and BloomNet  Wire Service,
and improved product sourcing,  new product  development and process improvement
initiatives,  during the remainder of fiscal 2008, the Company  expects that its
gross margin  percentage will decline  slightly,  due to the shift in the Easter
Holiday  which results in a heavier  proportion of sales from the  1-800-Flowers
Consumer Floral brand in the Company's fiscal fourth quarter,  which carry lower
gross margins, as well as the overall promotional environment.







                                       16


Marketing and Sales Expense

                                                                                                   
                                                Three Months Ended                                Nine Months Ended
                                   ----------------------------------------------  ----------------------------------------------
                                     March 30,        April 1,                      March 30,        April 1,
                                       2008             2007          % Change        2008             2007          % Change
                                   --------------- ---------------  -------------  --------------  --------------- --------------
                                                                    (in thousands)

 Marketing and sales                  $60,587         $59,023            2.6%         $196,960         $200,430         (1.7)%
 Percentage of net revenues              27.6%           27.6%                            28.2%            29.4%


During the three  months  ended March 30,  2008,  marketing  and sales  expenses
increased 2.6%, but remained at 27.6% of net revenues,  as a result of increased
on-line  advertising  during the  Valentine's  Day holiday,  while marketing and
sales expense during the nine months ended March 30, 2008 decreased 1.7% and 120
basis points as a percentage of revenue due to improved  operating leverage from
a number of  cost-saving  initiatives,  including  catalog  printing  and e-mail
pricing  improvements,  and planned  reductions in catalog  prospecting  and the
discontinuance  of the Madison Place and Problem  Solvers  titles to improve the
operating performance within the Home and Children's Gift category.

During  the three and nine  months  ended  March 30,  2008,  the  Company  added
approximately 853,000 and 2,631,000 new e-commerce customers, respectively. As a
result of the Company's  effective  customer  retention  efforts,  approximately
1,250,000 and 2,773,000  existing  customers placed e-commerce orders during the
three  and nine  months  ended  March 30,  2008  respectively,  representing  an
increase  of 4.7% and 6.2%  over the same  periods  of the  prior  year.  Of the
2,103,000 and 5,404,000 total customers who placed  e-commerce orders during the
three and nine months ended March 30, 2008,  approximately  59.4% and 51.3% were
repeat  customers,  compared to 58.6% and 49.5% during the respective prior year
periods,  reflecting the Company's  ongoing focus on deepening the  relationship
with its existing  customers as their trusted  source for gifts and services for
all of their celebratory occasions.

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

Technology and Development Expense

                                                                                                   
                                                Three Months Ended                                Nine Months Ended
                                   ----------------------------------------------  ----------------------------------------------
                                     March 30,        April 1,                      March 30,        April 1,
                                       2008             2007          % Change        2008             2007          % Change
                                   --------------- ---------------  -------------  --------------  --------------- --------------
                                                                    (in thousands)

Technology and development             $5,515           $5,469           0.8%          $16,169        $15,831          2.1%
Percentage of net revenues                2.5%             2.6%                            2.3%           2.3%


During  the  three  and  nine  months  ended  March  30,  2008,  technology  and
development  expense  increased  0.8% and 2.1%, in comparison to the  respective
prior year periods as a result of  increased  labor  costs,  but was  relatively
consistent  as a  percentage  of net  revenues.  The  increased labor costs were
necessary  to  support  the  Company's technology  platform,  and were offset by
savings derived from renegotiating  various  technology  maintenance and license
agreements.  During the three and nine months ended March 30, 2008,  the Company
expended $8.0 million and $24.0 million on technology and development,  of which
$2.5 million and $7.8 million has been capitalized.

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


                                       17


General and Administrative Expense

                                                                                                   
                                                Three Months Ended                                Nine Months Ended
                                   ----------------------------------------------  ----------------------------------------------
                                     March 30,        April 1,                      March 30,        April 1,
                                       2008             2007          % Change        2008             2007          % Change
                                   --------------- ---------------  -------------  --------------  --------------- --------------
                                                                    (in thousands)

 General and administrative             $13,151         $14,198         (7.4)%         $43,817         $41,472           5.7%
 Percentage of net revenues                 6.0%            6.6%                           6.3%            6.1%


General  and  administrative  expense  decreased  7.4% and 60 basis  points as a
percentage  of net revenues  during the three  months  ended March 30, 2008,  in
comparison  to  the  respective   prior  year  period,   due  to  reductions  in
professional fees , as many of the Company's operating improvement programs have
been fully implemented,  and/or in-sourced,  and for reductions in labor related
to the  underachievement of performance based incentive programs,  in comparison
to prior year achievement  levels.  During the nine months ended March 30, 2008,
general and  administrative  expense  increased  5.7% and 20 basis points,  as a
percentage of net revenues,  in comparison to the respective  prior year period,
primarily as a result of increased  professional fees and corporate initiatives.
The benefit of these  increased costs are reflected in the  improvements  within
the  Company's  overall  operating  expense  ratios,  in  comparison to the same
periods of the prior year.

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

Depreciation and Amortization Expense

                                                                                                   
                                                Three Months Ended                                Nine Months Ended
                                   ----------------------------------------------  ----------------------------------------------
                                     March 30,        April 1,                      March 30,        April 1,
                                       2008             2007          % Change        2008             2007          % Change
                                   --------------- ---------------  -------------  --------------  --------------- --------------
                                                                    (in thousands)

 Depreciation and amortization         $5,011           $4,447          12.7%         $14,848           $13,025          14.0%
 Percentage of net revenues               2.3%             2.1%                           2.1%              1.9%



Depreciation  and  amortization  expense  during the three and nine months ended
March 30,  2008  increased  by 12.7% and  14.0%,  respectively,  and by 20 basis
points of net revenue in comparison to the respective prior year periods, as the
result of recent capital additions for technology platform improvements.

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






                                       18

Other Income (Expense)

                                                                   
                                       Three Months Ended        Nine Months Ended
                                     -----------------------  -------------------------
                                      March 30,    April 1,    March 30,    April 1,
                                        2008         2007        2008        2007
                                     ------------ ----------- ---------- --------------
                                                       (in thousands)

       Interest income                   $363         $203        $836        $794
       Interest expense                (1,073)      (1,551)     (4,355)     (5,804)
       Other                               25            1          55           5
                                     ------------ ----------- ---------- --------------
                                        ($685)     ($1,347)    ($3,464)    ($5,005)
                                     ============ =========== ========== ==============




Other  income  (expense)  consists  primarily of interest  income  earned on the
Company's  investments and available cash balances,  offset by interest expense,
primarily  attributable  to the Company's  long-term debt, and revolving line of
credit. In order to finance the acquisition of Fannie May Confections Brands, on
May 1, 2006, the Company  entered into a $135.0 million  secured credit facility
with JPMorgan Chase Bank, N.A., as administrative  agent, and a group of lenders
(the "2006 Credit  Facility").  The 2006 Credit Facility,  as amended on October
23,  2007,  includes an $85.0  million term loan and a $75.0  million  revolving
facility, which bear interest at LIBOR plus 0.625% to 1.125%, with pricing based
upon the  Company's  leverage  ratio.  At closing,  the Company  borrowed  $85.0
million of the term facility to acquire all of the outstanding  capital stock of
Fannie May  Confections  Brands,  Inc.  As of March 30,  2008,  the  outstanding
balance on the term loan under the  Company's  2006  Credit  Facility  was $70.1
million.  As of March 30, 2008, the Company had no borrowings  outstanding under
the revolving credit facility. Net borrowing costs declined during the three and
nine months  ended March 30, 2008 in  comparison  to the prior year periods as a
result of declining LIBOR rates and a reduction in outstanding debt.

Income Taxes

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

During the three and nine months  ended  March 30,  2008,  the Company  recorded
income tax expense of $1.3 million and $10.4 million, respectively,  compared to
$1.2  million  and $7.2  million  during the three  months  ended April 1, 2007,
respectively.  The  Company's  effective  tax rate for the three and nine months
ended  March 30, 2008 was 27.8% and 38.4%,  respectively,  compared to 52.2% and
40.4%  during the  comparative  three and nine months  ended April 1, 2007.  The
effective  tax rate  during  the  three and nine  months  ended  March 30,  2008
includes the favorable  impact of various tax credits.  The Company's  effective
tax rate for the three and nine months  ended March 30, 2008  differed  from the
U.S.  federal  statutory  rate  of 35%  primarily  due to  state  income  taxes,
partially offset by the aforementioned tax credits.

Liquidity and Capital Resources

At March 30, 2008 the Company had working  capital of $69.3  million,  including
cash and  equivalents  of $38.3  million,  compared to working  capital of $51.4
million, including cash and equivalents of $16.1 million, at July 1, 2007.

Net cash  provided by operating  activities of $42.4 million for the nine months
ended March 30, 2008 was  primarily  attributable  to the  Company's net income,
non-cash charges for depreciation  and  amortization,  deferred income taxes and
stock-based  compensation,  offset by  changes  in  working  capital,  primarily
related to seasonal  increases in accounts  receivable  and  inventory  from the
Company's BloomNet wholesale operations in preparation for the upcoming Mother's
Day holiday.

Net cash used in investing activities of $15.4 million for the nine months ended
March 30, 2008 was primarily attributable to capital expenditures related to the
Company's  technology and distribution  infrastructure,  and to the payment of a
$4.4 million "earn-out" incentive,  for financial targets achieved during fiscal
2007, related to the acquisition of Fannie May Confections Brands, Inc.

                                       19

Net cash used in financing  activities of $4.7 million for the nine months ended
March 30,  2008 was  primarily  from the net  repayment  of bank  borrowings  on
outstanding  debt and  long-term  capital lease  obligations,  offset in part by
proceeds from employee stock option exercises.

On May 1,  2006,  the  Company  entered  into a $135.0  million  secured  credit
facility with JPMorgan Chase Bank, N.A., as administrative agent, and a group of
lenders (the "2006 Credit  Facility").  The 2006 Credit Facility,  as amended on
October  23,  2007,  includes  an $85.0  million  term loan and a $75.0  million
revolving credit  facility,  which bear interest at LIBOR plus 0.625% to 1.125%,
with pricing based upon the Company's  leverage ratio.  At closing,  the Company
borrowed  $85.0 million of the term  facility to acquire all of the  outstanding
capital stock of Fannie May Confections  Brands, Inc. The Company is required to
pay the  outstanding  term  loan  in  quarterly  installments,  with  the  final
installment  payment  due on May 1,  2012.  The 2006  Credit  Facility  contains
various  conditions  to  borrowing,   and  affirmative  and  negative  financial
covenants. As of March 30, 2008, the Company had no borrowings outstanding under
the revolving credit facility.

On April 30, 2008, the Company  acquired all of the outstanding  common stock of
DesignPac  Gifts LLC  (DesignPac),  a designer,  assembler  and  distributor  of
gourmet gift baskets, gourmet food towers and gift sets, including a broad range
of  branded  and  private  label  components,  based in  Melrose  Park,  IL. The
acquisition,  for approximately $36.3 million in cash (subject to adjustment for
working  capital),  was  financed  utilizing a  combination  of  available  cash
generated from operations and through borrowings against the Company's revolving
credit  facility.  Although  the Company  expects that such  borrowings  will be
repaid prior to the Company's fiscal year-end,  the Company expects that it will
increase its revolving  credit facility by the second quarter of fiscal 2009, in
order to fund the  associated  increase  in working  capital  requirements.  The
Company  anticipates  that, as in the current year,  such  borrowings  will peak
during the second quarter of 2009,  before being repaid prior to the end of that
quarter.

As of March 30, 2008,  the Company had  repurchased  1,660,786  shares of common
stock for $12.3 million,  excluding the repurchase of 3,010,740 shares of common
stock  from  an  affiliate  on  December  28,  2006.   The  purchase  price  was
$15,689,000,   or  $5.21  per  share.   This  repurchase  was  approved  by  the
disinterested members of the Company's Board of Directors and was in addition to
the Company's then existing stock repurchase  authorization of $20.0 million, of
which $8.7 million remained authorized, but unused as of January 20, 2008.

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

At March 30, 2008 the Company's contractual obligations consist of:

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


Long-term debt                             $81,395            $16,076         $34,193         $31,126                   $-
Capital lease obligations                       72                 25              25              22                    -
Operating lease obligations                 61,494              3,729          16,437          13,182               28,146
Sublease obligations                         4,920              1,020           2,720             927                  253
Other Cash Obligations                      13,000                750           3,375           4,750                4,125
Purchase commitments (*)                    25,390             25,390               -               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                $186,271            $46,990         $56,750         $50,007              $32,524
                                        ===========    ===============    ============   =============     ================


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

                                       20

Critical Accounting Policies and Estimates

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

Revenue Recognition

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

Accounts Receivable

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

Inventory

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

Goodwill and Other Intangible Assets

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

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

Capitalized Software

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

Stock-based Compensation

SFAS No. 123R requires the measurement of stock-based compensation expense based
on the fair value of the award on the date of grant. The Company  determines the
fair value of stock  options  issued by using the  Black-Scholes  option-pricing
model. The Black-Scholes  option-pricing  model considers a range of assumptions
related to  volatility,  dividend  yield,  risk-free  interest rate and employee
exercise behavior.  Expected  volatilities are based on historical volatility of

                                       21

the Company's stock price. The dividend yield is based on historical  experience
and future  expectations.  The  risk-free  interest  rate is derived from the US
Treasury  yield curve in effect at the time of grant.  The  Black-Scholes  model
also  incorporates  expected  forfeiture  rates,  based on historical  behavior.
Determining  these  assumptions  are  subjective and complex,  and therefore,  a
change in the  assumptions  utilized  could impact the  calculation  of the fair
value of the Company's stock options.

Income Taxes

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


Recent Accounting Pronouncements

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

In  December  2007,  the FASB  issued  Statement  No.  141  (Revised),  Business
Combinations (Statement 141R) and Statement No. 160, Noncontrolling Interests in
Consolidated  Financial Statements  (Statement No. 160). Statements No. 141R and
No.  160 revise the  method of  accounting  for a number of aspects of  business
combinations  and  non-controlling   interests,   including  acquisition  costs,
contingencies   (including   contingent  assets,   contingent   liabilities  and
contingent  purchase  price),  the  impacts  of  partial  and  step-acquisitions
(including the valuation of net assets  attributable  to  non-acquired  minority
interests),  and  post  acquisition  exit  activities  of  acquired  businesses.
Statement  Nos. 141R and 160 will be effective for the Company during its fiscal
year beginning July 29, 2009.


Forward Looking Information and Factors that May Affect Future Results


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

      o   the Company's ability:
          o    to achieve revenue and profitability growth;
          o    to reduce costs and enhance its profit margins;
          o    to manage the increased seasonality of its business;
          o    to effectively integrate and grow acquired companies;
          o    to cost effectively acquire and retain customers;
          o    to compete against existing and new competitors;
          o    to manage expenses associated with sales and marketing and
               necessary general and administrative and technology investments;

                                       22

          o    to cost efficiently manage inventories; and
          o    to leverage its operating infrastructure
      o   general consumer sentiment and economic conditions that may affect
          levels of discretionary customer purchases of the Company's products.


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

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.  CONTROLS AND PROCEDURES

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

There were no changes in our internal controls over financial reporting (as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  during the three
months ended March 30, 2008 that have  materially  affected,  or are  reasonably
likely to materially affect, our internal controls over financial reporting.





                                       23



PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

In October  2007,  1-800-Flowers.Com.,  Inc. and its  subsidiary,  1-800-Flowers
Retail,  Inc.,  (collectively  "the  Company"),  were  served  with a  purported
nationwide  class action lawsuit filed in the United States  District  Court, in
and for the Southern District of Florida (Grabein v.  1-800-Flowers.Com.,  Inc.,
et al; Case No.  07-22235).  The Complaint alleges violation of the federal Fair
and Accurate Credit Transaction Act ("FACTA") based upon the allegation that the
Company  printed/provided  receipts  to  consumers  at  the  point  of  sale  or
transaction  on which  receipts  appeared  more  than the last  five  digits  of
customers'  credit or debit card  numbers  and/or the  expiration  dates of such
cards.  Similar  complaints  have been filed against a number of retailers.  The
Complaint  does not specify any actual  damages for any member of the  purported
class.  However, the Complaint does seek statutory damages of $100 to $1,000 for
each alleged  willful  violation of the statute,  as well as,  attorneys'  fees,
costs, punitive damages and a permanent  injunction.  We are currently examining
information  relating to the  allegation  in the  Complaint  and are  evaluating
developing  judicial  interpretations of the statute and pending  legislation in
Congress that would amend FACTA.  While we intend to vigorously  defend  against
the claims asserted,  this case is in the preliminary  stages of litigation and,
as a result,  the  ultimate  outcome  of this case and any  potential  financial
impact on the Company are not reasonably determinable at this time.


ITEM 1A.  RISK FACTORS.


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


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

The following table sets forth, for the months indicated, the Company's purchase
of common stock during the first nine months of fiscal 2008,  which includes the
period July 1, 2007 through March 30, 2007.

                                                                                            
                                                                          Total Number of          Dollar Value of
                                                                          Shares Purchased as      Shares that May Yet
                                                                          Part of Publicly         Be Purchased Under
                             Total Number of          Average Price       Announced Plans or       the Plans or
Period                       Shares Purchased        Paid Per Share       Programs                 Programs

-----------------------------------------------------------------------------------------------------------------
                                    (in thousands, except average price paid per share)

     7/2/07 - 7/29/07                      -                   $-                        -                $8,711
    7/30/07 - 8/26/07                      -                   $-                        -                $8,711
    8/27/07 - 9/30/07                    3.6               $11.55                      3.6                $8,669
   10/1/07 - 10/28/07                      -                   $-                        -                $8,669
  10/29/07 - 11/25/07                      -                   $-                        -                $8,669
  11/26/07 - 12/30/07                      -                   $-                        -                $8,669
   12/31/07 - 1/27/08                      -                   $-                        -               $15,000
    1/28/08 - 2/24/08                   60.0                $7.60                     60.0               $14,544
    2/25/08 - 3/30/08                   70.0                $8.32                     70.0               $13,962
                             --------------------    -----------------    ---------------------
Total                                  133.6                $8.08                    133.6
                             ====================    =================    =====================


On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million. All share purchases
were made in  open-market  transactions.  The  average  price  paid per share is
calculated on a settlement basis and excludes commission.

On December 28, 2006, the Company  completed its repurchase of 3,010,740  shares
of Class A Common  Stock in a privately  negotiated  transaction.  The  purchase
price was  $15,689,000,  or $5.21 per share.  The repurchase was approved by the

                                       24


disinterested members of the Company's Board of Directors and was in addition to
the Company's then existing stock repurchase  authorization of $20.0 million, of
which $8.7 million remained authorized, but unused as of January 20, 2008.

On January 21, 2008, the Company's Board of Directors  authorized an increase to
its stock  repurchase  plan  which,  when  added to the funds  remaining  on its
earlier  authorization,  increased the amount  available for repurchase to $15.0
million.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         Not applicable.


ITEM 5.  OTHER INFORMATION

         None.


ITEM 6.  EXHIBITS

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

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

















                                       25



                                   SIGNATURES



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





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




Date: May 9, 2008                            /s/ James F. McCann
------------------                           -----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: May 9, 2008                            /s/ William E. Shea
------------------                           -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)