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

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 27, 2009

                                       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 has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data File required to
be  submitted  and  posted  pursuant  to Rule 405 of  Regulation  S-T during the
preceding 12 months (or such shorter  period that the registrant was required to
submit and post such files).
Yes ( ) No ( )

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

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

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

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

                                   26,616,835
                                   ----------
  (Number of shares of Class A common stock outstanding as of October 30, 2009)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of October 30, 2009)




                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX

                                                                            Page
                                                                            ----

Part I.     Financial Information

  Item 1.    Consolidated Financial Statements:

             Consolidated Balance Sheets - September 27, 2009
              (Unaudited) and June 28, 2009                                    1

             Consolidated Statements of  Operations (Unaudited) -
              Three Months Ended September 27, 2009 and
              September 28, 2008                                               2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three Months Ended September 27, 2009 and
              September 28, 2008                                               3

             Notes to Consolidated Financial Statements (Unaudited)            4

  Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                       15

  Item 3.    Quantitative and Qualitative Disclosures About Market Risk       27

  Item 4.    Controls and Procedures                                          27

Part II.    Other Information

  Item 1.    Legal Proceedings                                                28

  Item 1A.   Risk Factors                                                     28

  Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      28

  Item 3.    Defaults upon Senior Securities                                  28

  Item 4.    Submission of Matters to a Vote of Security Holders              28

  Item 5.    Other Information                                                28

  Item 6.    Exhibits                                                         28

Signatures                                                                    29






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


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


                                                                                                   
                                                                                    September 27,      June 29,
                                                                                        2009            2009
                                                                                   ---------------- -------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                  $2,977         $29,562
 Receivables, net                                                                      20,554          11,335
 Inventories                                                                           74,471          45,854
 Deferred tax assets                                                                   13,026          12,666
 Prepaid and other                                                                      6,255           4,580
 Current assets of discontinued operations                                             21,419          18,100
                                                                                   ---------------- -------------
 Total current assets                                                                 138,702         122,097

Property, plant and equipment, net                                                     52,850          54,770
Goodwill                                                                               41,233          41,205
Other intangibles, net                                                                 42,080          42,822
Deferred tax assets                                                                    11,902          11,725
Other assets                                                                            4,423           3,890
Non-current assets of discontinued operations                                           9,149           9,647
                                                                                   ---------------- -------------
   Total assets                                                                      $300,339        $286,156
                                                                                   ================ =============


Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                $49,170         $53,460
 Current maturities of long-term debt and obligations under capital leases             52,222          22,337
 Current liabilities of discontinued operations                                         3,752           2,633
                                                                                   ---------------- -------------
   Total current liabilities                                                          105,144          78,430
Long-term debt and obligations under capital leases                                    64,061          70,518
Other liabilities                                                                       2,546           2,091
Non-current liabilities of discontinued operations                                      1,306           1,334
                                                                                   ---------------- -------------
Total liabilities                                                                     173,057         152,373
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 31,744,449
  and 31,730,404 shares issued at September 27, 2009 and June 28, 2009,
  respectively                                                                            317             317
 Class B common stock, $.01 par value, 200,000,000 shares authorized 42,138,465
    shares issued at September 27, 2009 and June 28, 2009                                 421             421
 Additional paid-in capital                                                           282,300         281,247
 Retained deficit                                                                    (123,531)       (116,256)
 Accumulated other comprehensive loss, net of tax                                        (279)              -
 Treasury stock, at cost - 5,122,225 Class A shares and 5,280,000 Class B shares      (31,946)        (31,946)
                                                                                   ---------------- -------------
   Total stockholders' equity                                                         127,282         133,783
                                                                                   ---------------- -------------
Total liabilities and stockholders' equity                                            300,339         286,156
                                                                                   ================ =============



See accompanying Notes to Consolidated Financial Statements.

                                       1



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

                                                                                
                                                                             Three Months Ended
                                                                     ---------------------------------
                                                                       September 27,    September 28,
                                                                          2009             2008
                                                                     ---------------- ----------------

Net revenues                                                             $108,316        $135,438
Cost of revenues                                                           64,562          83,242
                                                                     ---------------- ----------------

Gross profit                                                               43,754          52,196
Operating expenses:
 Marketing and sales                                                       29,476          32,074
 Technology and development                                                 4,556           5,063
 General and administrative                                                12,534          14,054
 Depreciation and amortization                                              4,946           5,075
                                                                     ---------------- ----------------
   Total operating expenses                                                51,512          56,266
                                                                     ---------------- ----------------

Operating loss                                                             (7,758)         (4,070)
Other income (expense):
 Interest income                                                               14              89
 Interest expense                                                          (1,546)         (1,158)
 Other, net                                                                     2               4
                                                                     ---------------- ----------------
   Total other income (expense), net                                       (1,530)         (1,065)
                                                                     ---------------- ----------------

Loss from continuing operations before income taxes                        (9,288)         (5,135)
Income tax benefit from continuing operations                               3,622           2,017
                                                                     ---------------- ----------------
Loss  from continuing operations                                           (5,666)         (3,118)
                                                                     ---------------- ----------------
Loss from discontinued operations before income taxes                      (2,638)         (3,617)
Income tax benefit from discontinued operations                             1,029           1,431
                                                                     ---------------- ----------------
Loss from discontinued operations                                          (1,609)         (2,186)
                                                                     ---------------- ----------------
Net loss                                                                  ($7,275)        ($5,304)
                                                                     ================ ================

Basic and diluted net loss per common share:
 From continuing operations                                                ($0.09)         ($0.05)
 From discontinued operations                                               (0.03)          (0.03)
                                                                     ---------------- ----------------
Net loss per common share                                                  ($0.11)         ($0.08)
                                                                     ================ ================


Weighted average shares used in the calculation of basic and
 diluted net loss per common share                                         63,472          63,518
                                                                     ================ ================

See accompanying Notes to Consolidated Financial Statements.

                                       2




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


                                                                                               
                                                                                        Three Months Ended
                                                                                ----------------------------------
                                                                                  September 27,     September 28,
                                                                                      2009              2008
                                                                                ---------------- -----------------

Operating activities:
Net loss                                                                            ($7,275)           ($5,304)
Reconciliation of net loss to net cash used in operating activities:
 Operating activities of discontinued operations                                     (1,695)           (10,159)
 Depreciation and amortization                                                        4,946              5,075
 Deferred income taxes                                                                 (360)                 -
 Stock-based compensation                                                             1,053              1,219
 Bad debt expense                                                                       309                495
 Other                                                                                   84               (124)
Changes in operating items, excluding the effects of acquisitions:
    Receivables                                                                      (9,528)           (20,367)
    Inventories                                                                     (28,617)           (42,085)
    Prepaid and other                                                                (1,675)            (2,898)
    Accounts payable and accrued expenses                                            (4,290)             6,852
    Other assets                                                                        (86)                79
    Other liabilities                                                                    (2)                89
                                                                                ---------------- -----------------
 Net cash used in operating activities                                              (47,136)           (67,128)

Investing activities:
Acquisitions, net of cash acquired                                                        -             (9,297)
Capital expenditures                                                                 (2,283)            (6,697)
Purchase of investment                                                                 (598)                 -
Other, net                                                                               39                 85
Investing activities of discontinued operations                                         (35)              (415)
                                                                                ---------------- -----------------
 Net cash used in investing activities                                               (2,877)           (16,324)

Financing activities:
Proceeds from employee stock options                                                      -                114
Proceeds from bank borrowings                                                        29,000             83,000
Repayment of notes payable and bank borrowings                                       (5,087)            (6,192)
Debt issuance cost                                                                        -             (2,018)
Repayment of capital lease obligations                                                 (485)                (2)
Financing activities of discontinued operations                                           -                (84)
                                                                                ---------------- -----------------
 Net cash provided by financing activities                                           23,428             74,818
                                                                                ---------------- -----------------
Net change in cash and equivalents                                                  (26,585)            (8,634)
Cash and equivalents:
 Beginning of period                                                                 29,562             12,124
                                                                                ---------------- -----------------
 End of period                                                                       $2,977             $3,490
                                                                                ================ =================





See accompanying Notes to Consolidated Financial Statements.

                                       3




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

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended  September  27, 2009 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending June 27, 2010.

The balance sheet information at June 28, 2009 has been derived from the audited
financial statements at that date.

The  information  in this  Quarterly  Report  on  Form  10-Q  should  be read in
conjunction with the  consolidated  financial  statements and footnotes  thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
June 28, 2009.

References in this Quarterly Report on Form 10-Q to "authoritative guidance" are
to the  Accounting  Standards  Codification  issued by the Financial  Accounting
Standards Board ("FASB") in June 2009.

Subsequent events have been evaluated through the filing date (November 6, 2009)
of these unaudited consolidated financial statements.

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 (loss)

For the three months  ended  September  27, 2009 and  September  28,  2008,  the
Company's comprehensive net losses were as follows:


                                                     Three Months Ended
                                             -----------------------------------
                                               September 27,    September 28,
                                                  2009             2008
                                             ----------------- -----------------
                                                      (in thousands)

   Net loss                                   ($7,275)              ($5,304)
   Change in fair value of cash flow
   hedge, net of tax                             (279)                    -
                                             ----------------- -----------------
   Comprehensive loss                         ($7,554)              ($5,304)
                                             ================= =================




                                       4


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

Recent Accounting Pronouncements

In June 2009,  the FASB  issued  authoritative  guidance to  establish  the FASB
Accounting  Standards   Codification  (the  "Codification")  as  the  source  of
authoritative   accounting  principles  and  the  framework  for  selecting  the
principles  used in the preparation of financial  statements of  nongovernmental
entities that are presented in conformity  with  generally  accepted  accounting
principles in the United States. The Codification, which changes the referencing
of  financial  standards,  supersedes  current  authoritative  guidance  and  is
effective for the Company's interim reporting for the quarter ended on September
27, 2009. The  Codification is not intended to change or alter existing GAAP and
is not expected to result in a change in accounting practice for the Company.

In April 2009, the FASB issued authoritative  guidance for business combinations
that amends the provisions  related to the initial  recognition and measurement,
subsequent  measurement  and disclosure of assets and  liabilities  arising from
contingencies   in  a  business   combination.   This  guidance   requires  such
contingencies  be recognized at fair value on the acquisition date if fair value
can be reasonably  estimated during the allocation period.  Otherwise,  entities
would  typically  account for the  acquired  contingencies  in  accordance  with
authoritative guidance for contingencies.  The guidance became effective for the
Company's  business  combinations  for which the acquisition date is on or after
June 29, 2009. The Company did not complete any business combinations during the
three months ended  September  27, 2009,  and the effect on future  periods will
depend on the nature and significance of business  combinations  subject to this
guidance.

In April 2009, the FASB issued authoritative  guidance to increase the frequency
of  fair  value   disclosures  of  financial   instruments,   thereby  enhancing
consistency  in  financial  reporting.   The  guidance  relates  to  fair  value
disclosures for any financial  instruments that are not currently reflected on a
company's  balance  sheet at fair  value.  Prior to the  effective  date of this
guidance,  fair values for these assets and liabilities have only been disclosed
once a year. The guidance now requires these  disclosures on a quarterly  basis,
providing  qualitative and quantitative  information  about fair value estimates
for all those  financial  instruments  not measured on the balance sheet at fair
value.  The  disclosure  requirement  under this  guidance is effective  for the
Company's  interim  reporting period for the three months ended on September 27,
2009.  The  implementation  did not  have a  material  impact  on the  Company's
financial position, results of operations or cash flows as it is disclosure-only
in nature.

In April 2008, the FASB issued  authoritative  guidance for general  intangibles
other than  goodwill,  amending  factors that should be considered in developing
renewal  or  extension  assumptions  used  to  determine  the  useful  life of a
recognized  intangible  asset.  This  guidance is effective  for the Company for
intangible  assets acquired on or after June 29, 2009. The adoption did not have
a material impact on the Company's results of operations,  financial position or
cash flows.

Reclassifications

Certain  balances in the prior  fiscal years have been  reclassified  to conform
with the  presentation  in the current fiscal year. As a result of the Company's
decision to dispose of its Home & Children's Gifts businesses,  this segment has
been accounted for as a  discontinued  operation and the prior periods have been
reclassified to conform to the current period presentation.


                                       5


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

Note 2 - Net Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of
common shares outstanding  during the period.  Diluted net loss per common share
is computed  using the  weighted  average  number of common  shares  outstanding
during the period,  and excludes the effect of dilutive  potential common shares
(consisting of employee stock options and unvested  restricted stock awards) for
the three months ended September 27, 2009 and September 28, 2008,  respectively,
as their inclusion would be antidilutive.

Note 3 - Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan,  which is more fully
described in Note 11 to the consolidated  financial  statements  included in the
Company's  2009  Annual  Report on Form  10-K,  that  provides  for the grant to
eligible   employees,   consultants  and  directors  of  stock  options,   share
appreciation   rights  (SARs),   restricted  shares,   restricted  share  units,
performance  shares,   performance  units,  dividend   equivalents,   and  other
stock-based awards.

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

                                                                                 
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                   September 27,  September 28,
                                                                       2009           2008
                                                                  -------------- --------------
                                                                         (in thousands)

        Stock options                                                    $495          $360
        Restricted stock awards                                           558           859
                                                                  -------------- --------------
          Total                                                         1,053         1,219
        Deferred income tax benefit                                       322           389
                                                                  -------------- --------------
        Stock-based compensation expense, net                            $731          $830
                                                                  ============== ==============
 

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

                                                                                 
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                   September 27,  September 28,
                                                                       2009          2008
                                                                  -------------- --------------
                                                                         (in thousands)

      Marketing and sales                                                $458         $531
      Technology and development                                          229          175
      General and administrative                                          366          513
                                                                  -------------- --------------
        Total                                                          $1,053       $1,219
                                                                  ============== ==============

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

                                                                                 
                                                                        Three Months Ended
                                                                  -----------------------------
                                                                   September 27,  September 28,
                                                                       2009          2008
                                                                  -------------- --------------

      Weighted average fair value of
       options granted                                                $1.63         $3.06
      Expected volatility                                              62.0%         41.0%
      Expected life                                                     5.6 yrs       6.4 yrs
      Risk-free interest rate                                          2.48%         2.84%
      Expected dividend yield                                           0.0%          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 three months
ended September 27, 2009:

                                                                                            
                                                                                       Weighted
                                                                         Weighted       Average
                                                                          Average      Remaining     Aggregate
                                                                         Exercise     Contractual    Intrinsic
                                                         Options           Price         Term       Value (000s)
                                                       -----------------------------------------------------------
Outstanding at June 28,2009                              8,916,672         $7.52
Granted                                                    125,000         $2.87
Exercised                                                        -             -
Forfeited/expired                                         (604,647)       $18.35
                                                       --------------
Outstanding at September 27, 2009                        8,437,025         $6.67       4.0 years         $631
                                                       ==============
Options vested or expected to vest at
 September 27, 2009                                      8,183,667         $6.76       3.8 years         $540
Exercisable at September 27, 2009                        6,166,907         $7.51       2.8 years           $9



As of  September  27,  2009,  the total  future  compensation  cost  related  to
nonvested  options,  not yet  recognized  in the  statement of income,  was $3.3
million and the weighted  average period over which these awards are expected to
be recognized was 2.6 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 (Restricted Stock Awards). The following table summarizes the
activity of  non-vested  restricted  stock awards  during the three months ended
September 27, 2009:

                                                                            

                                                                               Weighted
                                                                            Average Grant
                                                                              Date Fair
                                                                 Shares         Value
                                                             -------------  ---------------
              Non-vested at June 28, 2009                      1,700,912         $4.62
              Granted                                             54,000         $2.87
              Vested                                             (14,045)        $6.89
              Forfeited                                          (10,041)        $6.55
                                                             -------------
              Non-vested at September 27, 2009                  1,730,826        $4.53
                                                             =============



The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of September  27,  2009,  there was $3.9 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 using the purchase method of
accounting.  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 Napco Marketing Corp.

On July 21, 2008, the Company acquired  selected assets of Napco Marketing Corp.
("Napco"),  a wholesale merchandiser and marketer of products designed primarily
for the floral  industry.  The  purchase  price of  approximately  $9.4  million
included the acquisition of a fulfillment  center located in  Jacksonville,  FL,
inventory,  and  certain  other  assets,  as well as the  assumption  of certain
related  liabilities,  including their seasonal line of credit of  approximately
$4.0 million.  The acquisition was financed utilizing a combination of available
cash on hand  and  through  borrowings  under  the  Company's  revolving  credit
facility.  The purchase price includes an up-front cash payment of $9.3 million,
net of cash acquired, and the expected portion of "earn-out"  incentives,  which
amounted to a maximum of $1.6  million  through  the years  ending July 2, 2012,
upon achievement of specified performance targets. As of September 27, 2009, the
Company does not expect that any of the  specified  performance  targets will be
achieved.

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

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

  Current assets                                          $5,119
  Property, plant and equipment                            3,929
  Intangible assets                                          397
  Other                                                       74
                                                   --------------------
    Total assets acquired                                  9,519
                                                   --------------------
  Current liabilities                                        162
                                                   --------------------
    Total liabilities assumed                                162
                                                   --------------------
    Net assets acquired                                   $9,357
                                                   ====================

Acquisition of Geerlings & Wade

On March 25, 2009,  the Company  acquired  selected  assets of Geerlings & Wade,
Inc.,  a  retailer  of  wine  and  related  products.   The  purchase  price  of
approximately  $2.6 million  included the acquisition of inventory,  and certain
other  assets  (approximately  $1.4  million of goodwill is  deductible  for tax
purposes),  as  well as the  assumption  of  certain  related  liabilities.  The
acquisition was financed utilizing available cash on hand.

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

                                                        Geerlings
                                                         & Wade
                                                        Purchase
                                                          Price
                                                       Allocation
                                                   --------------------
                                                      (in thousands)

  Current assets                                          $990
  Intangible assets                                        253
  Goodwill                                               1,440
                                                   --------------------
    Total assets acquired                                2,683
                                                   --------------------
  Current liabilities                                       77
                                                   --------------------
    Total liabilities assumed                               77
                                                   --------------------
    Net assets acquired                                 $2,606
                                                   ====================


                                       8

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

Pro forma Results of Operation

The following  unaudited pro forma consolidated  financial  information has been
prepared as if the acquisitions of Napco and Geerlings & Wade had taken place at
the beginning of fiscal year 2009. The following unaudited pro forma information
is not necessarily  indicative of the results of operations in future periods or
results that would have been  achieved had the  acquisitions  taken place at the
beginning of the periods presented.

                                                                         
                                                         ---------------------------------------
                                                                  Three Months Ended
                                                         ---------------------------------------
                                                           September 27,        September 28,
                                                               2009                  2008
                                                         ---------------------------------------
                                                                     (in thousands,
                                                                  except per share data)


Net revenues from continuing operations                       $108,316             $137,414

Operating loss from continuing operations                      (7,758)              (3,881)

Net loss from continuing operations                            (5,666)              (2,964)

Basic and  diluted  net loss per common  share from
continuing operations                                          $(0.09)              $(0.05)


Note 5 - Inventory

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

                                                                                                      
                                                                                        September 27,     June 28,
                                                                                            2009            2009
                                                                                       --------------- -------------
                                                                                               (in thousands)

                Finished goods                                                              $47,409        $23,759
                Work-in-Process                                                              20,445         16,619
                Raw materials                                                                 6,617          5,476
                                                                                       --------------- -------------
                                                                                            $74,471        $45,854
                                                                                       =============== =============

Note 6 - Goodwill and Intangible Assets

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

                                                                                           
                                               1-800-                            Gourmet
                                             Flowers.com        BloomNet         Food and
                                              Consumer            Wire             Gift
                                              Floral            Service          Baskets           Total
                                            ----------------------------------------------------------------
                                                                     (in thousands)

Balance at June 28, 2009                       $5,728               $-          $35,477           $41,205
 Acquisition Adjustment                             -                -               28                28
                                            --------------  -------------  ---------------   ---------------
Balance at September 27, 2009                  $5,728               $-          $35,505           $41,233
                                            ==============  =============  ===============   ===============

                                       9


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


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

                                                                                                  
                                                      September 27, 2009                          June 28, 2009
                                            ---------------------------------------- ----------------------------------------
                                               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     $5,314          $4,942        $372      $5,314          $4,823         $491
   Customer lists             3 - 10 years     15,695           5,198      10,497      15,695           4,673       11,022
   Other                       5 - 8 years      2,388           1,058       1,330       2,388             960        1,428
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               23,397          11,198      12,199      23,397          10,456       12,941

 Trademarks with
   indefinite lives                -          29,881                -      29,881      29,881               -       29,881
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
   intangible assets                          $53,278         $11,198     $42,080     $53,278         $10,456      $42,822
                                            ============ =============== =========== =========== =============== ============



Future estimated amortization expense is as follows: remainder of fiscal 2010 -
$2.3 million, fiscal 2011 - $2.3 million, fiscal 2012 - $1.6 million, and fiscal
2013 - $1.5 million, and thereafter - $4.5 million.


Note 7 - Long-Term Debt

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

                                                                                                      
                                                                                        September 27,     June 28,
                                                                                            2009            2009
                                                                                       ----------------  -----------
                                                                                               (in thousands)

                Term loan (1)                                                               $82,264         $87,351
                Revolving line of credit (1)                                                 29,000               -
                Obligations under capital leases (2)                                          5,019           5,504
                                                                                         -----------     -----------
                                                                                            116,283          92,855
                Less current maturities of long-term debt and obligations under
                   capital leases                                                            52,222          22,337
                                                                                         -----------     -----------
                                                                                            $64,061         $70,518
                                                                                         ===========     ===========



     (1)  In  order  to  fund  the  increase  in  working  capital  requirements
          associated  with  DesignPac  which was acquired on April 30, 2008,  on
          August 28, 2008, the Company entered into a $293.0 million Amended and
          Restated   Credit   Agreement   with  JPMorgan  Chase  Bank  N.A.,  as
          administrative  agent,  and a  group  of  lenders  (the  "2008  Credit
          Facility").  The 2008 Credit Facility provided for borrowings of up to
          $293.0  million,  including:  (i) a $165.0  million  revolving  credit
          commitment,  (ii) $60.0 million of new term loan debt, and (iii) $68.0
          million  of  existing  term loan debt  associated  with the  Company's
          previous credit facility.

          On April 14, 2009,  the Company  entered into an amendment to the 2008
          Credit Facility (the "Amended 2008 Credit Facility"). The Amended 2008
          Credit Facility  included a prepayment of $20.0 million,  reducing the
          Company's  outstanding  term loans under the facility to $92.4 million
          upon  closing.  In  addition,  the  amendment  reduced  the  Company's
          revolving  credit line from $165.0  million to a  seasonally  adjusted
          line  ranging  from $75.0 to $125.0  million.  The Amended 2008 Credit
          Facility, effective March 29, 2009, also revises certain financial and
          non-financial  covenants,  including  maintenance of certain financial
          ratios and  eliminates  the  consolidated  net worth covenant that had
          been included in the previous agreement.

                                       10




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


          Outstanding  amounts under the Amended 2008 Credit  Facility will bear
          interest at the Company's  option at either:  (i) LIBOR plus a defined
          margin,  or (ii) the  agent  bank's  prime  rate  plus a  margin.  The
          applicable  margins for the Company's term loans and revolving  credit
          facility  will range from 3.00% to 4.50% for LIBOR  loans and 2.00% to
          3.50% for ABR loans with  pricing  based upon the  Company's  leverage
          ratio. The repayment terms of the existing term loans were reduced, on
          a pro-rata basis, for the $20.0 million prepayment. The obligations of
          the  Company  and its  subsidiaries  under  the  Amended  2008  Credit
          Facility are secured by liens on all personal  property of the Company
          and its subsidiaries.

     (2)  During March 2009, the Company obtained a $5.0 million equipment lease
          line of credit with a bank and a $5.0 million  equipment lease line of
          credit with a vendor. Interest under these lines, which both mature in
          April 2012, range from 2.99% to 7.48%.  Borrowings under the bank line
          are collateralized by the underlying  equipment  purchased,  while the
          equipment lease line with the vendor is unsecured.  The borrowings are
          payable  in  36  monthly   installments   of  principal  and  interest
          commencing in April 2009.


The Company does not enter into derivative  transactions  for trading  purposes,
but rather to hedge its  exposure to  interest  rate  fluctuations.  The Company
manages its floating rate debt using  interest rate swaps in order to reduce its
exposure to the impact of changing interest rates on its consolidated results of
operations and future cash outflows for interest.

In July 2009,  the Company  entered into a $45.0  million  notional  amount swap
agreement that exchanges a variable interest rate (LIBOR) for a 1.92% fixed rate
of interest over the term of the agreement.  This swap matures on July 25, 2012.
The Company has  designated  this swap as a cash flow hedge of the interest rate
risk  attributable  to  forecasted  variable  interest  (LIBOR)  payments.   The
effective  portion of the after tax fair value gains or losses on these swaps is
included as a component of accumulated other comprehensive loss. The ineffective
portion,  if any,  is  recorded  within  interest  expense  in the  consolidated
statement of operations.

Note 8-Fair Value Measurements

Effective June 30, 2008,  the Company  adopted  authoritative  guidance for fair
value  measurement  and  disclosure  provisions  of fair value  measurements  of
financial and non-financial  assets and liabilities that were already subject to
fair value  measurements  under  current  accounting  rules.  This guidance also
required expanded disclosures related to fair value measurements.

On June 29, 2009, the Company adopted the newly issued  accounting  standard for
fair value measurements of all nonfinancial assets and nonfinancial  liabilities
not  recognized  or disclosed  at fair value in the  financial  statements  on a
recurring  basis.  The  Company's   non-financial   assets,  such  as  goodwill,
intangible assets, and property,  plant and equipment,  are recorded at cost and
are assessed for  impairment  when an event or  circumstance  indicates  that an
other-than-temporary decline in value may have occurred.

Cash and cash  equivalents,  trade accounts  receivable,  income tax receivable,
trade accounts  payable and accrued  expenses are reflected in the  consolidated
balance  sheets at  carrying  value,  which  approximates  fair value due to the
short-term nature of these instruments.



                                       11

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

The authoritative guidance for fair value measurements establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (level 1 measurements) and
the lowest priority to unobservable inputs (level 3 measurements). The three
levels of the fair value hierarchy under the guidance are described below:

     Level 1   Valuations based on quoted prices in active markets for identical
               assets or liabilities that the entity has the ability to access.

     Level 2   Valuations   based  on  quoted  prices   for  similar  assets  or
               liabilities,  quoted prices  in markets  that are  not active, or
               other  inputs  that  are  observable  or  can be  corroborated by
               observable  data for substantially the full term of the assets or
               liabilities.

    Level  3   Valuations  based on  inputs  that are  supported by little or no
               market activity and that are significant to the fair value of the
               assets or liabilities.

In accordance with the fair value hierarchy described above, the following table
shows the fair value of the  Company's  interest  rate swap which is included in
other liabilities in the consolidated balance sheet:

                                                                                                  
                                                                                    Fair Value Measurements
                                                                                     Assets (Liabilities)
                                                                            ------------------------------------------
                                                          Total as of
                                                       September 27, 2009      Level 1        Level 2       Level 3
                                                       -------------------  -------------  ------------  -------------
                                                                                  (in thousands)
     Interest rate swap (1)                                    $(457)                -       $(457)             -


        (1) Included in other long-term liabilities on the consolidated balance
       sheet.


The following presents the balances and net changes in the accumulated other
comprehensive loss related to this interest rate swap, net of income taxes.

                                                                           
                                                                       ------------------
                                                                       Three Months Ended
                                                                       ------------------
                                                                          September 27,
                                                                             2009
                                                                       ------------------
                                                                         (in thousands)

     Balance at the beginning of period                                        $-
     Amount reclassified to interest expense,
      net of tax benefit of $57                                                89
     Net change in fair value of interest rate
      swap, net of tax benefit of $235                                       (368)
                                                                       ------------------
     Balance at end of period                                               ($279)
                                                                       ==================


Note 9 - Income Taxes

At the end of each interim reporting period, the Company estimates its effective
income tax rate  expected to be applicable  for the full year.  This estimate is
used in  providing  for income taxes on a  year-to-date  basis and may change in
subsequent  interim  periods.  The  Company's  effective  tax rate for the three
months  ended  September  27,  2009 was  39.0%,  compared  to 39.3%  during  the
comparative  three months ended September 28, 2008. The Company's  effective tax
rate for the three  months  ended  September  27,  2009 and  September  28, 2008
differed  from the U.S.  federal  statutory  rate of 35%  primarily due to state
income taxes, partially offset by various tax credits.

The  Company  files  income tax  returns in the U.S.  federal  jurisdiction  and
various state  jurisdictions.  The Company is currently under examination by the
Internal  Revenue  Service  for its fiscal  2007 tax year,  however  fiscal 2006
through fiscal 2008 remain subject to examination, with the exception of certain
states where the statute  remains open from fiscal 2004,  due to  non-conformity
with the federal  statute of limitations  for  assessment.  The Company does not
believe  there will be any material  changes in its  unrecognized  tax positions
over the next twelve months.

The  Company's  policy is to  recognize  interest and  penalties  accrued on any
unrecognized tax benefits as a component of income tax expense.

                                       12


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

Note 10 - Business Segments

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

     o    1-800-Flowers.com Consumer Floral;
     o    BloomNet Wire Service; and
     o    Gourmet Food and Gift Baskets

During the  fourth  quarter  of fiscal  2009,  the  Company  made the  strategic
decision to divest its Home & Children's  Gifts business segment to focus on its
core  Consumer  Floral,  BloomNet  Wire Service and Gourmet Foods & Gift Baskets
categories.  The Company has  classified the results of operations of its Home &
Children's  Gifts segment,  which includes Home Decor and Children's  Gifts from
Plow &  Hearth(R),  Wind &  Weather(R),  HearthSong(R)  and Magic  Cabin(R),  as
discontinued operations for all periods presented.

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


                                                         Three Months Ended
                                                    ----------------------------
                                                    September 27,  September 28,
   Net revenues                                         2009           2008
                                                    -------------  -------------
                                                            (in thousands)

    Net revenues:
       1-800-Flowers.com Consumer Floral                $70,003        $83,482
       BloomNet Wire Service                             13,785         15,381
       Gourmet Food & Gift Baskets                       24,740         36,762
       Corporate (*)                                        126            204
       Intercompany eliminations                           (338)          (391)
                                                    -------------  -------------
     Total net revenues                                $108,316       $135,438
                                                    =============  =============


                                                         Three Months Ended
                                                    ----------------------------
                                                    September 27,  September 28,
   Operating Loss                                       2009           2008
                                                    -------------  -------------
                                                            (in thousands)

    Category Contribution Margin:
       1-800-Flowers.com Consumer Floral                $7,673         $10,587
       BloomNet Wire Service                             4,105           4,340
       Gourmet Food & Gift Baskets                      (3,210)           (940)
                                                    -------------  -------------
    Category Contribution Margin Subtotal               $8,568         $13,987
       Corporate (*)                                   (11,380)        (12,982)
       Depreciation and amortization                    (4,946)         (5,075)
                                                    -------------  -------------
    Operating Loss                                     ($7,758)        ($4,070)
                                                    =============  =============

(*)  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.

                                       13


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

Note 11. Discontinued Operations

During the  fourth  quarter  of fiscal  2009,  the  Company  made the  strategic
decision to divest its Home & Children's  Gifts business segment to focus on its
core  Consumer  Floral,  BloomNet  Wire Service and Gourmet Foods & Gift Baskets
categories.  Consequently,  the Company has classified the results of operations
of its Home &  Children's  Gifts  segment  as  discontinued  operations  for all
periods presented.

Results for discontinued operations are as follows:

                                                                                
                                                           -----------------------------------------
                                                                      Three Months Ended
                                                           -----------------------------------------
                                                              September 27,          September 28,
                                                                  2009                   2008
                                                           -----------------------------------------
                                                                         (in thousands)

Net revenues from discontinued operations                       $17,354                 $22,595

Operating loss from discontinued operations                      (2,638)                 (3,617)

Income tax benefit from discontinued operations                  (1,029)                 (1,431)

Loss from discontinued operations                                (1,609)                 (2,186)




Assets and liabilities of discontinued operations are as follows:

                                                                                                   
                                                                                  September 27,        June 28,
                                                                                      2009              2009
                                                                                ----------------- -----------------
                                                                                             (in thousands)
Assets of discontinued operations
 Receivables, net                                                                    $ 627              $692
 Inventories                                                                        15,685            15,529
 Prepaid and other                                                                   5,107             1,878
                                                                                ----------------- -----------------
 Current assets of discontinued operations                                          21,419            18,100
 Property, plant and equipment, net                                                  8,387             8,871
 Other intangibles, net                                                                666               666
 Other assets                                                                           96               110
                                                                                ----------------- -----------------
     Non-current assets of discontinued operations                                   9,149             9,647
                                                                                ----------------- -----------------
Total assets of discontinued operations                                            $30,568           $27,747
                                                                                ================= =================
Liabilities of discontinued operations
 Accounts payable and accrued expenses                                              $3,752            $2,633
                                                                                ----------------- -----------------
 Current liabilities of discontinued operations                                      3,752             2,633
 Non-current liabilities of discontinued operations                                  1,306             1,334
                                                                                ----------------- -----------------
Total liabilities of discontinued operations                                        $5,058            $3,967
                                                                                ================= =================


Note 12 - Commitments and Contingencies

Legal Proceedings

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

                                       14


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

Forward Looking Statements

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

Overview

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

The  1-800-FLOWERS.COM,  Inc.  "Gift Shop" also  includes  gourmet gifts such as
popcorn and  specialty  treats from The Popcorn  Factory(R)  (1-800-541-2676  or
www.thepopcornfactory.com);   cookies   and  baked   gifts  from   Cheryl&Co.(R)
(1-800-443-8124 or www.cherylandco.com); premium chocolates and confections from
Fannie May(R) Confections Brands  (www.fanniemay.com  and  www.harrylondon.com);
wine   gifts   from   Ambrosia(R)    (www.ambrosia.com)   and   Geerlings&WadeSM
(www.geerwade.com); gift baskets from 1-800-BASKETS.COM(R) (www.1800baskets.com)
and    DesignPac    Gifts(TM)     (www.designpac.com)     and    Celebrations(R)
(www.celebrations.com),  a new premier  online  destination  for fabulous  party
ideas and planning tips.

During the  fourth  quarter  of fiscal  2009,  the  Company  made the  strategic
decision to divest its Home & Children's  Gifts business segment to focus on its
core  Consumer  Floral,  BloomNet  Wire Service and Gourmet Foods & Gift Baskets
categories.  The Company has  classified the results of operations of its Home &
Children's  Gifts segment,  which includes 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), as discontinued operations for all periods presented.

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



                                       15


Category Information

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. (As noted previously, the Company's Home & Children's Gifts segment
has been classified as discontinued operations and therefore excluded from
category information below).

                                                                               
                                                          Three Months Ended
                                             -----------------------------------------
                                              September 27,  September 28,
                                                 2009            2008        % Change
                                             --------------  -------------  ----------
                                                      (in thousands)
     Net Revenues from continuing
     operations:
       1-800-Flowers.com Consumer Floral         $70,003         $83,482        (16.1%)
       BloomNet Wire Service                      13,785          15,381        (10.4%)
       Gourmet Food & Gift Baskets                24,740          36,762        (32.7%)
       Corporate (*)                                 126             204        (38.2%)
       Intercompany eliminations                    (338)           (391)        13.6%
                                             --------------  -------------
     Total net revenues from continuing
     operations                                 $108,316        $135,438         (20.0%)
                                             ==============  =============


                                                                               
                                                          Three Months Ended
                                             -----------------------------------------
                                              September 27,  September 28,
                                                 2009            2008        % Change
                                             --------------  -------------  ----------
                                                      (in thousands)
     Gross Profit from continuing
     operations:
       1-800-Flowers.com Consumer Floral         $25,847         $31,690        (18.4%)
                                                    36.9%           38.0%

       BloomNet Wire Service                       8,022           8,340         (3.8%)
                                                    58.2%           54.2%

       Gourmet Food & Gift Baskets                 9,791          12,032        (18.6%)
                                                    39.6%           32.7%

       Corporate (*)                                  94             157        (40.1%)
                                                    74.6%           77.0%

       Intercompany eliminations                       -             (23)
                                             --------------  -------------
     Total gross profit from continuing
     operations                                  $43,754         $52,196        (16.2%)
                                             ==============  =============
                                                    40.4%           38.5%
                                             ==============  =============


                                                                      
                                                          Three Months Ended
                                             ------------------------------------------
                                              September 27,  September 28,
                                                 2009            2008        % Change
                                             --------------  -------------  -----------
     EBITDA (**) from continuing operations:          (in thousands)
     Category Contribution Margin:
       1-800-Flowers.com Consumer Floral          $7,673         $10,587         (27.5%)
       BloomNet Wire Service                       4,105           4,340          (5.4%)
       Gourmet Food & Gift Baskets                (3,210)           (940)       (241.5%)
                                             --------------  -------------
     Category Contribution Margin Subtotal         8,568          13,987         (38.7%)
         Corporate (*)                           (11,380)        (12,982)         12.3%
                                             --------------  -------------
     EBITDA from continuing operations           ($2,812)         $1,005        (379.8%)
                                             ==============  ==============


                                                                      
                                                          Three Months Ended
                                             -----------------------------------------
                                              September 27,  September 28,
                                                 2009            2008        % Change
                                             --------------  -------------  ----------
       Discounted operations:                         (in thousands)
     Net Revenues from discontinued
     operations                                  $17,354         $22,595       (23.2%)
     Gross profit from discontinued operations     7,548           9,626       (21.6%)
     EBITDA from discontinued operations          (2,119)         (3,016)       29.7%

                                       16

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

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

Reconciliation of Net Loss from Continuing  Operations to EBITDA from Continuing
Operations:

                                                                           
                                                                 Three Months Ended
                                                           -------------------------------
                                                           September 27,   September 28,
                                                                2009            2008
                                                           --------------- ---------------
                                                                    (in thousands)
       Net loss from continuing operations                     ($5,666)        ($3,118)
       Add:
        Interest expense                                         1,546           1,158
        Depreciation and amortization                            4,946           5,075

       Less:
        Income tax benefit                                       3,622           2,017
        Interest income                                             14              89
        Other income                                                 2               4
                                                           --------------- ---------------
       EBITDA from continuing operations                       ($2,812)         $1,005
                                                           =============== ===============

Results of Operations

Net Revenues

                                                                     
                                                     Three Months Ended
                                       -----------------------------------------------
                                        September 27,    September 28,
                                            2009            2008          % Change
                                       --------------- ---------------- --------------
                                                 (in thousands)
          Net revenues:
            E-Commerce                    $74,840         $87,896           (14.9%)
            Other                          33,476          47,542           (29.6%)
                                       --------------- ----------------
          Total net revenues             $108,316        $135,438           (20.0%)
                                       =============== ================

During the three months ended  September  27, 2009,  revenues  declined by 20.0%
over the prior year,  resulting  from  continued  weakness in the retail economy
which contributed to lower wholesale order volume from DesignPac Gifts, which is
included  within the Company's  Gourmet Food & Gift Baskets  business,  combined
with lower demand  within the  consumer  floral  business  and from  weakness in
wholesale product sales within the BloomNet WireService business.  Approximately
$8.0 million of the  reduction  in the Gourmet Food & Gift Baskets  business was
attributable to a shift in DesignPac customer shipments into the upcoming second
quarter of fiscal 2010.

                                       17

The Company  fulfilled  approximately  1,232,100  orders  through its E-commerce
sales  channels  (online and  telephonic  sales)  during the three  months ended
September 27, 2009, a decrease of 10.5% over the prior year period, reflecting a
continued decline in consumer spending,  primarily within the  1-800-Flowers.com
Consumer Floral category. The Company's E-commerce average order value of $60.74
decreased 4.8% over the prior year period.

Other revenues  decreased as a result of the  aforementioned  decline within the
Gourmet Food & Gifts  business,  primarily  related to DesignPac,  approximately
$8.0 million of which was due to the movement of several  large  shipments  into
the Company's second quarter, as well as lower revenue from floral product sales
within the Company's BloomNet Wire Service category.

The  1-800-Flowers.com  Consumer Floral category  includes the operations of the
1-800-Flowers  brand which  derives  revenue  from the sale of  consumer  floral
products through its E-Commerce sales channels (telephonic and online sales) and
company-owned  and operated retail floral stores,  as well as royalties from its
franchise  operations.  Net revenues during the three months ended September 27,
2009  decreased by 16.1% over the prior year period,  as a result of lower order
volume and average  order value as a result of the  continued  decline in demand
throughout the consumer sector caused by the weak economy.

The BloomNet Wire Service  category  includes  revenues from  membership fees as
well as other product and service offerings to florists. Net revenues during the
three months  ended  September  27, 2009  decreased by 10.4% over the prior year
period,  primarily  as a result  of  decreased  wholesale  product  revenues  as
florists scaled back and delayed purchases.

The Gourmet Food & Gift Basket category  includes the operations of the Cheryl &
Co.,  Fannie May, The Popcorn  Factory,  The  Winetasting  Network and DesignPac
businesses.  Revenue is derived from the sale of cookies,  baked gifts,  premium
chocolates and confections, gourmet popcorn, wine gifts and gift baskets through
its E-commerce  sales channels  (telephonic and online sales) and  company-owned
and operated retail stores under the Cheryl & Co. and Fannie May brands, as well
as wholesale operations. Net revenue during the three months ended September 27,
2009 decreased by 32.7% over the prior year period, primarily reflecting reduced
orders from DesignPac wholesale customers,  including the shift of approximately
$8.0 million of wholesale orders into the Company's second fiscal quarter.

The Company expects  economic  conditions for consumers will continue to be very
challenging.  Based on this outlook,  the Company  anticipates that revenues for
fiscal year 2010 will be consistent  to down  approximately  5 percent  compared
with the prior year.


Gross Profit

                                               Three Months Ended
                                  ---------------------------------------------
                                   September 27,   September 28,
                                      2009             2008         % Change
                                  --------------  --------------- -------------
                                              (in thousands)

        Gross profit                 $43,754         $52,196       (16.2%)
        Gross margin %                  40.4%           38.5%


Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily  of  florist  fulfillment  costs  (primarily  fees  paid  directly  to
florists),  the cost of floral and non-floral merchandise sold from inventory or
through third  parties,  and  associated  costs  including  inbound and outbound
shipping  charges.  Additionally,  cost of revenues  include  labor and facility
costs related to direct-to-consumer and wholesale production operations.

Gross profit  decreased  during the three months ended  September 27, 2009,  due
primarily  to the  decline in  revenues  described  above,  while  gross  margin
percentage  increased  190 basis  points as a result of product  mix,  primarily
reflecting the impact of lower wholesale revenues from DesignPac.

The  1-800-Flowers.com  Consumer  Floral  category gross profit and gross profit
margin percentage  decreased by 18.4% and 110 basis points,  respectively,  as a
result of a lower sales  volume and  increased  promotional  pricing  during the
early part of the quarter. During the latter part of the quarter, initiatives to
reduce  promotional  pricing  and  shipping  costs  began to take hold,  and the
Company  expects to see the benefits of these  efforts,  in the form of improved
gross  profit  margins,  beginning  in the second  quarter  and  throughout  the
remainder of fiscal 2010.

                                       18

The BloomNet Wire Service category gross profit decreased by 3.8% over the prior
year  period as a result of the  aforementioned  decline  of  wholesale  product
revenue,  while gross profit margins  increased by 400 basis points,  reflecting
the impact of product mix and pricing initiatives.

The Gourmet Food & Gift Basket category gross profit decreased by 18.6% over the
prior year period as a result of the lower  wholesale  revenue  from  DesignPac.
Gross margin percentage increased by 690 basis points,  reflecting the impact of
the decline in lower margin DesignPac sales volume,  as well as improved margins
resulting from reduced promotional pricing and manufacturing efficiencies across
all other businesses within the category.

During the  remainder  of fiscal  2010,  the Company  expects  its gross  margin
percentage will improve  slightly in comparison to fiscal  2009 as a result of a
positive shift in product mix and anticipated gross margin  improvements in most
of its businesses  resulting from product sourcing and supply chain initiatives,
which are expected to reduce reliance on promotional activity.

Marketing and Sales Expense

                                                Three Months Ended
                                   ---------------------------------------------
                                    September 27,    September 28,
                                       2009              2008          % Change
                                   ------------------ --------------- ----------
                                              (in thousands)

      Marketing and sales              $29,476         $32,074         (8.1%)
      Percentage of net revenues          27.2%           23.7%

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

During the three months ended  September  27, 2009,  marketing and sales expense
decreased  by  8.1% as a  result  of a  number  of  cost-reduction  initiatives,
including savings in catalog printing and co-mailing costs,  planned  reductions
in customer  prospecting,  as well as overall reductions in advertising programs
as their  efficacy  declines  during  periods  of soft  consumer  demand and the
reduction in variable costs  associated with the decline in revenue.  During the
three months ended  September 27, 2009 the Company added  approximately  392,000
new E-commerce  customers.  Of the 625,000 total customers who placed E-commerce
orders  during the three months ended  September 27, 2009,  approximately  61.5%
were repeat customers, compared to 63.0% during the prior year.

During the  remainder of fiscal 2010,  the Company  expects that  marketing  and
sales expense will  continue to decrease in  comparison  to the prior year,  and
while  varying  from  quarter  to  quarter  due to the  seasonal  nature  of the
Company's  business,  will be consistent as a percentage of net revenues  during
fiscal 2010 due to the  expectation of a slight decline in sales  resulting from
anticipated weakness in the economy through the fiscal 2010 holiday season.

Technology and Development Expense

                                                Three Months Ended
                                   ---------------------------------------------
                                    September 27,    September 28,
                                       2009              2008          % Change
                                   ------------------ --------------- ----------
                                               (in thousands)

       Technology and development      $4,556         $5,063          (10.0%)
       Percentage of net revenues         4.2%           3.7%

Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its web sites,  including hosting,  design,  content development and maintenance
and support  costs  related to the  Company's  order  entry,  customer  service,
fulfillment and database systems.

During the three months ended  September 27, 2009,  technology  and  development
expense  decreased by 10% in  comparison to the prior year period as a result of
decreased  labor/consulting costs as a result of re-sizing initiatives,  as well

                                       19

as a reduction in the number of hosting  sites and  footprint.  During the three
months ended  September 27, 2009 and September  28, 2008,  the Company  expended
$6.3 million and $10.6 million,  respectively, on technology and development, of
which $1.7 million and $5.6 million, respectively, has been capitalized.

The Company believes that continued  investment in technology and development is
critical to attaining  its strategic  objectives,  and expects that its spending
for the remainder of fiscal 2010 will  decrease both in terms of dollars  spent,
and as a percentage of net revenues, in comparison to the prior year.

General and Administrative Expense

                                               Three Months Ended
                                   ---------------------------------------------
                                    September 27,    September 28,
                                       2009              2008          % Change
                                   ------------------ --------------- ----------
                                               (in thousands)

        General and administrative      $12,534         $14,054         (10.8%)
        Percentage of net revenues         11.6%           10.4%

General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general corporate expenses.

General and  administrative  expense  decreased by 10.8% during the three months
ended  September  27, 2009 in  comparison  to the prior year period as result of
decreased labor costs related to the Company's re-sizing initiatives implemented
during fiscal 2009.

As a result of cost reduction initiatives,  the Company expects that its general
and  administrative  expenses  for  fiscal  2010  will  decrease  slightly  as a
percentage of net revenues in comparison to the prior year.

Depreciation and Amortization Expense

                                                 Three Months Ended
                                   ---------------------------------------------
                                    September 27,    September 28,
                                       2009              2008          % Change
                                   ------------------ --------------- ----------
                                               (in thousands)

       Depreciation and amortization     $4,946         $5,075          (2.5%)
       Percentage of net revenues           4.6%           3.7%

Depreciation and amortization  expense decreased by 2.5% during the three months
ended  September  27,  2009 in  comparison  to the  prior  year as a result of a
reduction  in  capital  spending  and  reduced   amortization   associated  with
amortizable intangibles that were written down in the prior year.

The Company believes that continued investment in its infrastructure,  primarily
in the areas of technology  and  development,  including the  improvement of the
technology  platforms,  are  critical to  attaining  its  strategic  objectives.
However,  the Company is  committed  to reducing  its capital  expenditures  and
expects that  depreciation  and  amortization  for fiscal 2010 will  decrease in
comparison to the prior year.

Other Income (Expense)

                                                 Three Months Ended
                                   ---------------------------------------------
                                    September 27,    September 28,
                                       2009              2008          % Change
                                   ------------------ --------------- ----------
                                               (in thousands)

       Interest income                      $14            $89          (84.3%)
       Interest expense                  (1,546)        (1,158)         (33.5%)
       Other                                  2              4          (50.0%)
                                    -------------- ---------------
                                        $(1,530)       $(1,065)         (43.7%)
                                    ============== ===============

                                       20

Other income (expense)  consists  primarily of interest expense and amortization
of deferred financing costs,  primarily  attributable to the Company's long-term
debt and  revolving  line of credit,  partially  offset by income  earned on the
Company's available cash balances.

Net borrowing costs increased  during the three months ended September 27, 2009,
in comparison to the prior year period, primarily as a result of higher interest
rates and financing  costs  associated  with the Company's  credit  facility (as
defined below).

In order to fund the increase in working  capital  requirements  associated with
DesignPac, on August 28, 2008, the Company entered into a $293.0 million Amended
and Restated Credit  Agreement with JPMorgan Chase Bank N.A., as  administrative
agent,  and a group of lenders  (the "2008  Credit  Facility").  The 2008 Credit
Facility  provided for  borrowings  of up to $293.0  million,  including:  (i) a
$165.0 million revolving credit commitment,  (ii) $60.0 million of new term loan
debt,  and (iii) $68.0  million of existing term loan debt  associated  with the
Company's previous credit facility.

On April 14,  2009,  the Company  entered  into an  amendment to the 2008 Credit
Facility (the "Amended 2008 Credit Facility"). The Amended 2008 Credit Facility,
effective March 29, 2009,  included a prepayment of $20.0 million,  reducing the
Company's  outstanding  term loans  under the  facility  to $92.4  million  upon
closing. In addition,  the amendment reduced the Company's revolving credit line
from $165.0  million to a seasonally  adjusted line ranging from $75.0 to $125.0
million.  Outstanding  amounts under the Amended 2008 Credit  Facility will bear
interest at the Company's option at either:  (i) LIBOR plus a defined margin, or
(ii) the agent bank's prime rate plus a margin.  The applicable  margins for the
Company's  term loans and  revolving  credit  facility  will range from 3.00% to
4.50% for LIBOR loans and 2.00% to 3.50% for ABR loans with  pricing  based upon
the Company's  leverage  ratio.  The repayment  terms of the existing term loans
were reduced, on a pro-rata basis, for the $20.0 million prepayment.

During March 2009, the Company  obtained a $5.0 million  equipment lease line of
credit  with a bank and a $5.0  million  equipment  lease line of credit  with a
vendor.  Interest under these lines, which both mature in April 2012, range from
2.99% to 7.48%.  The  borrowings  are  payable  in 36  monthly  installments  of
principal and interest commencing in April 2009.

In July 2009,  the Company  entered into a $45.0  million  notional  amount swap
agreement that exchanges a variable interest rate (LIBOR) for a 1.92% fixed rate
of interest over the term of the agreement.  This swap matures on July 25, 2012.
The Company has  designated  this swap as a cash flow hedge of the interest rate
risk  attributable  to  forecasted  variable  interest  (LIBOR)  payments.   The
effective  portion of the after tax fair value gains or losses on these swaps is
included as a component of accumulated other comprehensive loss.

Income Taxes

During the three months ended  September 27, 2009 and  September  28, 2008,  the
Company  recorded  an income tax  benefit  from  continuing  operations  of $3.6
million and $2.0 million,  respectively.  The Company's effective tax rates from
continuing  operations  for the  three  months  ended  September  27,  2009  and
September  28, 2008 was 39.0% and 39.3%,  respectively.  These  effective  rates
differed  from the U.S.  federal  statutory  rate of 35%  primarily due to state
income taxes, partially offset by various tax credits.

Discontinued Operations

During the  fourth  quarter  of fiscal  2009,  the  Company  made the  strategic
decision to divest its Home & Children's  Gifts business segment to focus on its
core  Consumer  Floral,  BloomNet  Wire Service and Gourmet Foods & Gift Baskets
categories.  Consequently,  the Company has classified the results of operations
of its Home &  Children's  Gifts  segment  as  discontinued  operations  for all
periods presented.



                                       21

Results for discontinued operations are as follows:

                                                                                        
                                                                         Three Months Ended
                                                              -----------------------------------------
                                                               September 27  September 28,    % Change
  Discontinued operations:                                         2009          2008
                                                              ------------- -------------- ------------
                                                                         (in thousands)

    Net revenues from discontinued operations                     $17,354         $22,595      (23.2%)
    Gross profit from discontinued operations                       7,548           9,626      (21.6%)
    Operating loss from discontinued operations                    (2,638)         (3,617)      27.3%
    Loss from discontinued operations                              (1,609)         (2,186)      26.4%


The Home & Children's Gifts category includes revenues from Plow & Hearth,  Wind
& Weather,  HearthSong and Magic Cabin brands.  Revenue is derived from the sale
of home  decor and  children's  gifts  through  its  E-commerce  sales  channels
(telephonic and online sales) and company-owned and operated retail stores under
the Plow & Hearth brand.

During the three months ended September 27, 2009 net revenues from  discontinued
operations  decreased by 23.2% as a result of lower E-commerce sales volume, due
to a combination of reduced  consumer  spending,  particularly in the home decor
product  category,  and a planned  reduction  in  catalog  circulation.  Further
contributing to the revenue  decline were lower retail store sales,  compared to
the same  period  of the prior  year,  due to a store  closure  and  decline  in
customer traffic.

Gross  profit  from  discontinued  operations  during  the  three  months  ended
September 27, 2009  decreased by 21.6% over the prior year period as a result of
the aforementioned  revenue declines,  while gross margin percentage improved 90
basis points to 43.5%,  benefiting from enhanced  product  sourcing and shipping
initiatives.

As a result of the decline in revenues, offset by the improved gross margins and
reduced operating expenses of approximately  $3.0 million,  primarily related to
reduced catalog  circulation  costs,  operating loss of discontinued  operations
improved $1.0 million to $(2.6) million.

Liquidity and Capital Resources

At  September  27,  2009,  the  Company had  working  capital of $33.6  million,
including cash and  equivalents of $3.0 million,  compared to working capital of
$43.7  million,  including cash and  equivalents  of $29.6 million,  at June 28,
2009.

Net cash used in operating  activities  of $47.1  million for the quarter  ended
September 27, 2009 was primarily related to the net loss for the quarter as well
as seasonal  changes in working  capital,  including  increases in inventory and
receivables  related to the upcoming holiday season.  Net cash used in operating
activities includes cash used in operating activities of discontinued operations
of $1.7 million.

Net cash used in  investing  activities  of $2.9  million for the quarter  ended
September 27, 2009 was attributable to capital  expenditures,  primarily related
to the Company's technology infrastructure.

Net cash provided by financing activities of $23.4 million for the quarter ended
September 27, 2009 was primarily from revolving  credit  borrowings  required to
fund seasonal  working capital needs, net of the repayment of bank borrowings on
outstanding debt and long-term  capital lease  obligations.  The Company expects
that all  borrowings  under its  revolver,  which  amounted to $29.0  million at
September 27, 2009, will be repaid by the end of its fiscal second quarter.

In order to fund the increase in working  capital  requirements  associated with
DesignPac, on August 28, 2008, the Company entered into a $293.0 million Amended
and Restated Credit  Agreement with JPMorgan Chase Bank N.A., as  administrative
agent,  and a group of lenders  (the "2008  Credit  Facility").  The 2008 Credit
Facility  provided for  borrowings  of up to $293.0  million,  including:  (i) a
$165.0 million revolving credit commitment,  (ii) $60.0 million of new term loan
debt,  and (iii) $68.0  million of existing term loan debt  associated  with the
Company's previous credit facility.

On April 14,  2009,  the Company  entered  into an  amendment to the 2008 Credit
Facility (the "Amended 2008 Credit Facility"). The Amended 2008 Credit Facility,
effective March 29, 2009,  included a prepayment of $20.0 million,  reducing the
Company's  outstanding  term loans  under the  facility  to $92.4  million  upon
closing. In addition,  the amendment reduced the Company's revolving credit line

                                       22

from $165.0  million to a seasonally  adjusted line ranging from $75.0 to $125.0
million.  Outstanding  amounts under the Amended 2008 Credit  Facility will bear
interest at the Company's option at either:  (i) LIBOR plus a defined margin, or
(ii) the agent bank's prime rate plus a margin.  The applicable  margins for the
Company's  term loans and  revolving  credit  facility  will range from 3.00% to
4.50% for LIBOR loans and 2.00% to 3.50% for ABR loans with  pricing  based upon
the Company's  leverage  ratio.  The repayment  terms of the existing term loans
were reduced, on a pro-rata basis, for the $20.0 million prepayment.

During March 2009, the Company  obtained a $5.0 million  equipment lease line of
credit  with a bank and a $5.0  million  equipment  lease line of credit  with a
vendor.  Interest under these lines, which both mature in April 2012, range from
2.99% to 7.48%.  The  borrowings  are  payable  in 36  monthly  installments  of
principal and interest commencing in April 2009.

On January 21, 2008, the Company's Board of Directors  authorized an increase to
its stock  repurchase  plan  which,  when  added to the funds  remaining  on its
earlier  authorization,  increased the amount  available for repurchase to $15.0
million.  Any such purchases  could be made from time to time in the open market
and  through  privately  negotiated  transactions,  subject  to  general  market
conditions. The repurchase program will be financed utilizing available cash. As
of September 27, 2009, $13.2 million remains authorized but unused.

At September 27, 2009, the Company's  contractual  obligations  from  continuing
operations consist of:

                                                                                                  
                                                                      Payments due by period
                                        ---------------------------------------------------------------------------------
                                                                           (in thousands)
                                                        Less than 1          1 - 2          3 - 5          More than 5
                                           Total            year             years          years              years
                                        ------------   ---------------  -------------   -------------   ----------------

Long-term debt, including interest        $117,502           $54,474         $55,389          $7,639              $-
Capital lease obligations,
   including interest                        5,651             2,264           3,381               6               -
Operating lease obligations                 48,678            11,441          19,078          13,873           4,286
Sublease obligations                         7,624             2,455           3,406           1,469             294
Marketing agreement                          6,654             3,154           3,500               -               -
Purchase commitments (*)                    29,739            29,739               -               -               -
                                        -------------  ---------------  -------------   -------------   ---------------
     Total                                $215,848          $103,527         $84,754         $22,987          $4,580
                                        =============  ===============  ==============  =============   ===============


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

Critical Accounting Policies and Estimates

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

Revenue Recognition

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

                                       23

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.

Goodwill is reviewed for impairment  utilizing a two-step process.The first step
requires us to compare the fair value of each  reporting  unit to the respective
carrying value, which includes  goodwill.If the fair value of the reporting unit
exceeds its carrying  value,  the  goodwill is not  considered  impaired.If  the
carrying  value is greater than the fair value,  there is an indication  that an
impairment  may exist and the second step is required.  In step two, the implied
fair value of the  goodwill is  calculated  as the excess of the fair value of a
reporting  unit over the fair values  assigned to its assets and  liabilities.If
the  implied  fair  value of  goodwill  is less than the  carrying  value of the
reporting unit's goodwill, the difference is recognized as an impairment loss.

The impairment test process requires valuation of the respective reporting unit,
which we  estimate  using a  discounted  five year  forecasted  cash flow with a
year-five  residual  value  based  upon a  comparative  market  Earnings  Before
Interest,   Taxes,   Depreciation  and  Amortization   (EBITDA)   multiple. The
assumptions about future cash flows and growth rates are based on each reporting
unit's  long-term  forecast  and are  subject to review and  approval  by senior
management.  The market EBITDA  multiple is based on market  transactions in the
reporting  unit's  industry.  The discount rate is based on our weighted average
cost of capital,  which the Company believes approximates the rate from a market
participant's perspective. The estimated fair value could be impacted by changes
in interest rates, growth rates, costs, pricing, capital expenditures and market
conditions.

Impairment  testing  during  fiscal 2009  indicated the fair value of our Home &
Children's  Gifts and Gourmet Food & Gift Basket  reporting  units was less than
their  respective  carrying  values,  and after performing step two, the Company
recorded  impairment  charges in both reporting  units.  Although our businesses
continue  to  be  impacted  by  the  economic  downturn,  the  Company's  market
capitalization  remains  above its book value and  evaluations  of our reporting
units  indicated  that it was unlikely the fair value of any reporting unit fell
below  its  carrying  value. Accordingly,  we have  not  performed  an  interim
goodwill impairment test subsequent to the fiscal 2009 annual impairment test.

A  prolonged  economic  downturn  resulting  in lower  EBITDA  multiples,  lower
long-term growth rates and reduced  long-term  profitability may reduce the fair
value of our reporting units.  Industry  specific events or  circumstances  that
have a negative  impact to the  valuation  assumptions  may also reduce the fair
value of our  reporting  units.  Should  such events  occur and it becomes  more
likely than not that a reporting unit's fair value has fallen below its carrying
value, we will perform an interim goodwill  impairment  test(s),  in addition to
the annual  impairment  test.  Future  impairment tests may result in a goodwill
impairment,  depending  on the  outcome  of both  step  one and  step two of the
impairment review process. A goodwill impairment would be reported as a non-cash
charge to earnings.

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.

                                       24

Stock-based Compensation

The  FASB  authoritative   guidance  requires  the  measurement  of  stock-based
compensation  expense based on the fair value of the award on the date of grant.
The  Company  determines  the fair  value of stock  options  issued by using the
Black-Scholes  option-pricing  model.  The  Black-Scholes  option-pricing  model
considers  a  range  of  assumptions  related  to  volatility,  dividend  yield,
risk-free  interest rate and employee exercise behavior.  Expected  volatilities
are based on historical  volatility of the Company's  stock price.  The dividend
yield is based on historical  experience and future expectations.  The risk-free
interest rate is derived from the US Treasury  yield curve in effect at the time
of grant. The Black-Scholes  model also incorporates  expected forfeiture rates,
based on historical  behavior.  Determining these assumptions are subjective and
complex,  and therefore,  a change in the assumptions  utilized could impact the
calculation of the fair value of the Company's stock options.

Income Taxes

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

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

Recent Accounting Pronouncements

In June 2009,  the FASB  issued  authoritative  guidance to  establish  the FASB
Accounting  Standards   Codification  (the  "Codification")  as  the  source  of
authoritative   accounting  principles  and  the  framework  for  selecting  the
principles  used in the preparation of financial  statements of  nongovernmental
entities that are presented in conformity  with  generally  accepted  accounting
principles in the United States. The Codification, which changes the referencing
of  financial  standards,  supersedes  current  authoritative  guidance  and  is
effective for the Company's interim reporting for the quarter ended on September
27, 2009. The  Codification is not intended to change or alter existing GAAP and
is not expected to result in a change in accounting practice for the Company.

In April 2009, the FASB issued authoritative  guidance for business combinations
that amends the provisions  related to the initial  recognition and measurement,
subsequent  measurement  and disclosure of assets and  liabilities  arising from
contingencies   in  a  business   combination.   This  guidance   requires  such
contingencies  be recognized at fair value on the acquisition date if fair value
can be reasonably  estimated during the allocation period.  Otherwise,  entities
would  typically  account for the  acquired  contingencies  in  accordance  with
authoritative guidance for contingencies.  The guidance became effective for the
Company's  business  combinations  for which the acquisition date is on or after
June 29, 2009. The Company did not complete any business combinations during the
three months ended  September  27, 2009,  and the effect on future  periods will
depend on the nature and significance of business  combinations  subject to this
guidance.

In April 2009, the FASB issued authoritative  guidance to increase the frequency
of  fair  value   disclosures  of  financial   instruments,   thereby  enhancing
consistency  in  financial  reporting.   The  guidance  relates  to  fair  value
disclosures for any financial  instruments that are not currently reflected on a
company's  balance  sheet at fair  value.  Prior to the  effective  date of this
guidance,  fair values for these assets and liabilities have only been disclosed
once a year. The guidance now requires these  disclosures on a quarterly  basis,
providing  qualitative and quantitative  information  about fair value estimates
for all those  financial  instruments  not measured on the balance sheet at fair
value.  The  disclosure  requirement  under this  guidance is effective  for the
Company's  interim  reporting period for the three months ended on September 27,
2009.  The  implementation  did not  have a  material  impact  on the  Company's
financial position, results of operations or cash flows as it is disclosure-only
in nature.

In April 2008, the FASB issued  authoritative  guidance for general  intangibles
other than  goodwill,  amending  factors that should be considered in developing
renewal  or  extension  assumptions  used  to  determine  the  useful  life of a
recognized  intangible  asset.  This  guidance is effective  for the Company for
intangible  assets acquired on or after June 29, 2009. The adoption did not have
a material impact on the Company's results of operations,  financial position or
cash flows.


                                       25


Forward Looking Information and Factors that May Affect Future Results


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

     o    the Company's ability:

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

     o    competition from existing and potential new competitors.

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

We  undertake  no  obligation  to publicly  update  forward-looking  statements,
whether as a result of new  information,  future  events or  otherwise.  You are
advised, however, to consult any further disclosures we make on related subjects
in our  Forms  10-Q,  8-K  and  10-K  reports  to the  Securities  and  Exchange
Commission. Our Annual Report on Form 10-K filing for the fiscal year ended June
28, 2009 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.




                                       26


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
money  market  funds  and  investment   grade  corporate  and  U.S.   government
securities,  as well as from  outstanding  debt. As of September  27, 2009,  the
Company's  outstanding debt,  including current maturities,  approximated $116.3
million.

The Company does not enter into derivative  transactions  for trading  purposes,
but rather to hedge its  exposure to  interest  rate  fluctuations.  The Company
manages its floating rate debt using  interest rate swaps in order to reduce its
exposure to the impact of changing interest rates on its consolidated results of
operations and future cash outflows for interest.

In July 2009,  the Company  entered into a $45.0  million  notional  amount swap
agreement that exchanges a variable interest rate (LIBOR) for a 1.92% fixed rate
of interest over the term of the agreement.  This swap matures on July 25, 2012.
The Company has  designated  this swap as a cash flow hedge of the interest rate
risk  attributable  to  forecasted  variable  interest  (LIBOR)  payments.   The
effective  portion of the after tax fair value gains or losses on these swaps is
included as a component  of  accumulated  other  comprehensive  loss.  If in the
future the interest rate swap  agreements  were  determined to be ineffective or
were  terminated  before  the  contractual  termination  dates,  or if it became
probable that the hedged variable cash flows  associated with the  variable-rate
borrowings would stop, the Company would be required to reclassify into earnings
all or a  portion  of the  unrealized  losses on cash flow  hedges  included  in
accumulated other comprehensive income (loss).

Inclusive of the impact of the Company's  interest rate swap agreement,  each 50
basis point change in interest  rates would have a  corresponding  effect on our
interest  expense of  approximately  $0.1 million  during the three months ended
September 27, 2009.


ITEM 4.  CONTROLS AND PROCEDURES

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

There were no changes in our internal control over financial  reporting (as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  during the three
months ended September 27, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal controls over financial reporting.










                                       27


PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its business,  consolidated  financial
position, results of operations or liquidity.


ITEM 1A.  RISK FACTORS.

There were no material  changes to the  Company's  risk  factors as discussed in
Item 1A-Risk  Factors in the  Company's  Annual Report on Form 10-K for the year
ended June 28, 2009.


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

The Company had no  purchases  of common  stock  during the three  months  ended
September 27, 2009 which includes the period June 29, 2009 through September 27,
2009.

On January 21, 2008, the Company's Board of Directors  authorized an increase to
its stock repurchase plan which, when added to the $8.7 million remaining on its
earlier  authorization,  increased the amount  available for repurchase to $15.0
million.  Any such purchases  could be made from time to time in the open market
and  through  privately  negotiated  transactions,  subject  to  general  market
conditions. The repurchase program will be financed utilizing available cash. As
of September 27, 2009, $13.2 million remains authorized but unused.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

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

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


                                       28





                                   SIGNATURES



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





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




Date: November 6, 2009                        /s/ James F. McCann
--------------------------                   ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer and
                                             Chairman of the Board of Directors





Date: November 6, 2009                        /s/ William E. Shea
---------------------------                  -----------------------------------
                                             William E. Shea
                                             Senior Vice President of Finance
                                             and Administration and Chief
                                             Financial Officer