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 December 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:

                                   26,655,662
                                   ----------
  (Number of shares of Class A common stock outstanding as of February 1, 2010)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of February 1, 2010)




                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                            Page
                                                                            ----
Part I.     Financial Information

 Item 1.     Consolidated Financial Statements:

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

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

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

             Notes to Consolidated Financial Statements (Unaudited)            4

 Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             17

 Item 3.     Quantitative and Qualitative Disclosures About Market Risk       29

 Item 4.     Controls and Procedures                                          30

Part II.    Other Information

 Item 1.     Legal Proceedings                                                31

 Item 1A.    Risk Factors                                                     31

 Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      31

 Item 3.     Defaults upon Senior Securities                                  31

 Item 4.     Submission of Matters to a Vote of Security Holders              31

 Item 5.     Other Information                                                32

 Item 6.     Exhibits                                                         32

Signatures                                                                    33





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


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


                                                                                                    
                                                                                      December 27,    June 28,
                                                                                         2009          2009
                                                                                      ------------ ------------
                                                                                      (unaudited)
Assets
Current assets:
 Cash and equivalents                                                                    $46,389     $29,562
 Receivables, net                                                                         35,467      11,335
 Inventories                                                                              43,641      45,854
 Deferred tax assets                                                                       8,415      12,666
 Prepaid and other                                                                         6,810       4,580
 Current assets of discontinued operations                                                12,325      18,100
                                                                                      ------------ ------------
 Total current assets                                                                    153,047     122,097

Property, plant and equipment, net                                                        52,027      54,770
Goodwill                                                                                  41,211      41,205
Other intangibles, net                                                                    41,358      42,822
Deferred tax assets                                                                       11,898      11,725
Other assets                                                                               5,496       3,890
Non-current assets of discontinued operations                                              6,840       9,647
                                                                                     ------------ -------------
    Total assets                                                                        $311,877    $286,156
                                                                                     ============ =============
Liabilities and stockholders' equity
Current liabilities:
  Accounts payable and accrued expenses                                                  $73,276     $53,460
  Current maturities of long-term debt and capital leases                                 24,086      22,337
   Current liabilities of discontinued operations                                          9,545       2,633
                                                                                     ------------ -------------
    Total current liabilities                                                            106,907      78,430
Long-term debt and capital leases                                                         57,717      70,518
Other liabilities                                                                          2,552       2,091
Non-current liabilities of discontinued operations                                         1,288       1,334
                                                                                     -------------- ------------
Total liabilities                                                                        168,464     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 31,895,062 and
    31,730,404 shares issued at December 27, 2009 and June 28, 2009, respectively            319         317
  Class B common stock, $.01 par value, 200,000,000 shares authorized; 42,138,465
    shares issued  at December 27, 2009 and June 28, 2009                                    421         421
  Additional paid-in capital                                                             283,461     281,247
  Retained deficit                                                                      (108,228)   (116,256)
 Accumulated other comprehensive loss, net of tax                                           (276)          -
 Treasury stock, at cost - 5,226,443 and 5,122,225 Class A shares at December 27,
   2009 and June 28, 2009, respectively and 5,280,000 Class B shares                     (32,284)    (31,946)
                                                                                     ------------ -------------
    Total stockholders' equity                                                           143,413     133,783
                                                                                     ------------ -------------
Total liabilities and stockholders' equity                                              $311,877    $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                  Six Months Ended
                                                             ---------------------------------   ---------------------------------
                                                               December 27,     December 28,      December 27,     December 28,
                                                                  2009             2008               2009            2008
                                                             ---------------- ----------------   --------------- ----------------
Net revenues                                                    $238,454         $251,571           $346,770         $387,009
Cost of revenues                                                 138,791          150,858            203,353          234,100
                                                             ---------------- ----------------   --------------- ----------------
Gross profit                                                      99,663          100,713            143,417          152,909
Operating expenses:
 Marketing and sales                                              51,976           54,560             81,452           86,634
 Technology and development                                        4,525            4,781              9,081            9,844
 General and administrative                                       14,673           10,929             27,207           24,983
 Depreciation and amortization                                     5,343            5,094             10,289           10,169
                                                             ---------------- ----------------   ---------------  ----------------
       Total operating expenses                                   76,517           75,364            128,029          131,630
                                                             ---------------- ----------------   ---------------  ----------------
Operating income                                                  23,146           25,349             15,388           21,279
Other income (expense):
 Interest income                                                      11               73                 25              163
 Interest expense                                                 (1,985)          (2,507)            (3,531)          (3,666)
 Other                                                                13               14                 15               18
                                                             ---------------- ----------------   ---------------  ----------------
Total other income (expense), net                                 (1,961)          (2,420)            (3,491)          (3,485)
                                                             ---------------- ----------------   ---------------  ----------------
Income from continuing operations before income taxes             21,185           22,929             11,897           17,794
Income tax expense from continuing operations                      8,452            8,973              4,830            6,956
                                                             ---------------- ----------------   ---------------  ----------------
Income from continuing operations                                 12,733           13,956              7,067           10,838
                                                             ---------------- ----------------   ---------------  ----------------
Operating income (loss) from discontinued operations               3,795           18,559              1,157          (22,176)
 (including loss on disposal of $3.3 million during the
  three and six months ended December 27, 2009 and
  impairment charges of $20.0 million during the three and
  six months ended December 28, 2008)

Income tax expense (benefit) from discontinued operations          1,225              508                196             (923)
                                                             ---------------- ----------------   ---------------  ----------------
Income (loss) from discontinued operations                         2,570          (19,067)               961           21,253
                                                             ---------------- ----------------   ---------------  ----------------
Net income (loss)                                                $15,303          ($5,111)            $8,028         ($10,415)
                                                             ================ ================   ===============  ================

Basic and diluted net income (loss) per common share:
 From continuing operations                                        $0.20            $0.22              $0.11            $0.17
 From discontinued operations                                       0.04            (0.30)              0.02            (0.33)
                                                             ---------------- ----------------   ---------------  ----------------
Net Income (loss) per common share                                 $0.24           ($0.08)             $0.13           ($0.16)
                                                             ================ ================   ===============  ================

Weighted average shares used in the calculation
  of net income (loss) per common share
     Basic                                                        63,555           63,631             63,514           63,574
                                                             ================ ================   ===============  ================
     Diluted                                                      64,070           64,180             63,969           64,396
                                                             ================ ================   ===============  ================

 See accompanying Notes to Consolidated Financial Statements.

                                       2



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

                                                                                                     
                                                                                           Six Months Ended
                                                                                  -----------------------------------
                                                                                     December 27,       December 28,
                                                                                         2009              2008
                                                                                  ----------------   ----------------
Operating activities:
Net income (loss)                                                                       $8,028          ($10,415)
Reconciliation of net income (loss) to net cash provided by
 operating activities:
  Operating activities of discontinued operations                                       12,668            10,098
  Depreciation and amortization                                                         10,289            10,169
  Deferred taxes                                                                         4,251               (60)
  Loss on disposal of assets and other                                                   3,289              (252)
  Stock-based compensation                                                               2,216                177
  Bad debt expense                                                                         984              1,019
  Other non-cash items                                                                     180                  -
  Impairment from discontinued operations                                                    -             20,036
Changes in operating items, excluding the effects of acquisitions:
    Receivables                                                                        (25,116)           (28,167)
    Inventories                                                                          2,213             (8,697)
    Prepaid and other                                                                   (2,230)            (1,067)
    Accounts payable and accrued expenses                                               19,816             20,182
    Other assets                                                                          (115)               230
    Other liabilities                                                                       12                385
                                                                                  ----------------   ----------------
 Net cash provided by operating activities                                              36,485             13,638

Investing activities:
Acquisitions, net of cash acquired                                                           -             (9,297)
Proceeds from sale of business                                                               -                 25
Capital expenditures                                                                    (6,070)           (12,647)
Purchase of investment                                                                    (598)                 -
Other, net                                                                              (1,091)               110
Investing activities of discontinued operations                                           (509)              (969)
                                                                                  ----------------   ----------------

 Net cash used in investing activities                                                  (8,268)           (22,778)

Financing activities:
Acquisition of treasury stock                                                             (338)              (379)
Proceeds from employee stock options                                                         -                114
Proceeds from bank borrowings                                                           49,000            120,000
Repayment of notes payable and bank borrowings                                         (59,175)           (69,373)
Debt issuance cost                                                                           -             (2,148)
Repayment of capital lease obligations                                                    (877)                (8)
Financing activities of discontinued operations                                              -                (86)
                                                                                  ----------------   ----------------
 Net cash (used in) provided by financing activities                                   (11,390)            48,120
                                                                                  ----------------   ----------------
Net change in cash and equivalents                                                      16,827             38,980
Cash and equivalents:
 Beginning of period                                                                    29,562             12,124
                                                                                  ----------------   ----------------
 End of period                                                                         $46,389            $51,104
                                                                                  ================   ================


See accompanying Notes to Consolidated Financial Statements.

                                       3




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

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and six months ended December 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, but does not include all information or notes
necessary for a complete presentation.

Accordingly,  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 (February 5, 2010)
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 and six months ended December 27, 2009 and December 28, 2008, the
Company's comprehensive income were as follows:

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

 Net income (loss)                                                 $15,303        ($5,111)            $8,028          ($10,415)
 Change in fair value of cash flow hedge, net
 of tax                                                                  3              -               (276)                -
                                                              ----------------- ---------------- ---------------- -----------------
 Comprehensive income (loss)                                       $15,306        ($5,111)            $7,752          ($10,415)
                                                              ================= ================ ================ =================




                                       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  beginning  June 29, 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 and six months ended  December 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 Company adopted the disclosure  requirements under this guidance with
an effective date of June 29, 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.  During the second
quarter of fiscal 2010, the Company launched its 1-800-Baskets  brand.  Products
within  this  business  are now being  managed  within the  Gourmet  Food & Gift
Baskets segment, resulting in a change to our reportable segment structure. Gift
basket products, formerly included in the Consumer Floral reportable segment are
now included in the Gourmet Food & Gift Baskets segment. These changes have been
reflected in the Company's segment reporting for all periods presented.


                                       5

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

Note 2 - Net Income (Loss) Per Common Share

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

                                                                                                                 
                                                                     Three Months Ended                   Six Months Ended
                                                              ---------------------------------- ----------------------------------
                                                                 December 27,     December 28,     December 27,      December 28,
                                                                    2009              2008            2009              2008
                                                              ----------------- ---------------- ---------------- -----------------
                                                                              (in thousands except per share data)
Numerator:
  Net income (loss)                                               $15,303          ($5,111)           $8,028           ($10,415)
                                                              =================  =============== ================ =================
Denominator:
  Weighted average shares outstanding                              63,555           63,631            63,514             63,574
  Effect of dilutive securities:
      Employee stock options (1)                                        6              251                 3                508
      Employee restricted stock awards                                509              298               452                314
                                                              -----------------  --------------- ---------------- -----------------
                                                                      515              549               455                822
                                                              -----------------  --------------- ---------------- -----------------
Adjusted weighted-average shares and assumed
  conversions                                                      64,070           64,180            63,969             64,396
                                                              =================  =============== ================ =================

Net income (loss) per common share (basic)                          $0.24           ($0.08)            $0.13            ($0.16)
                                                             ==================  ===============  ================ =================
Net income (loss) per common share (diluted)                        $0.24           ($0.08)            $0.13            ($0.16)
                                                             ==================  ===============  ================ =================

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

     (1)  The effect of options to purchase  8.4 million and 8.5 million  during
          the three and six months  ended  December 27, 2009 and 7.0 million and
          6.2 million  shares during the three and six months ended December 28,
          2008,  respectively,  were excluded from the calculation of net income
          per share on a diluted basis as their effect is anti-dilutive.

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                   Six Months Ended
                                                        ---------------------------------- ----------------------------------
                                                           December 27,     December 28,     December 27,      December 28,
                                                              2009              2008            2009              2008
                                                        ----------------- ---------------- ---------------- -----------------
                                                                                    (in thousands)

Stock options                                                 $551              $369             $1,046           $729
Restricted stock awards                                        612            (1,411)             1,170           (552)
                                                        ----------------- ---------------- ---------------- -----------------
  Total                                                      1,163            (1,042)             2,216            177
Deferred income tax benefit                                    380               453                702            (64)
                                                        ----------------- ---------------- ---------------- -----------------
Stock-based compensation expense, net                         $783             ($589)            $1,514           $241
                                                        ================= ================ ================ =================

                                       6

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

During the three months ended  December 28, 2008,  as a result of the  Company's
performance  due to the  weakness in the retail  economy,  the Company  reversed
previously  accrued  long-term  incentive  equity  awards as the goals that were
established  in  order  to vest  the  awards  were  determined  to be no  longer
achievable.

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

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

Marketing and sales                                           $465             ($649)              $923          ($118)
Technology and development                                     233               118                462            293
General and administrative                                     465              (511)               831              2
                                                        ----------------- ---------------- ---------------- -----------------
Total                                                       $1,163           ($1,042)            $2,216           $177
                                                        ================= ================ ================ =================

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                   Six Months Ended
                                                        ---------------------------------- ----------------------------------
                                                           December 27,     December 28,     December 27,      December 28,
                                                              2009              2008            2009              2008
                                                        ----------------- ---------------- ---------------- -----------------
                                                                                    (in thousands)
        Weighted average fair value of
         options granted                                     $1.89             $1.72              $1.75          $2.67
        Expected volatility                                  63.0%             43.0%              62.0%          42.0%
        Expected life                                         5.6 yrs           6.4 yrs            5.6 yrs        6.4 yrs
        Risk-free interest rate                               2.41%             2.75%              2.45%          2.85%
        Expected dividend yield                               0.0%              0.0%               0.0%           0.0%


The following  table  summarizes  stock option activity during the three and six
months ended December 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                                                      235,000         $3.07
Exercised                                                          -             -
Forfeited                                                   (922,693)       $16.08
                                                          -------------
Outstanding at December 27, 2009                           8,228,978         $6.43      3.8 years         $-
                                                          =============
Options vested or expected to vest at December 27, 2009    8,007,889         $6.51      3.7 years         $-
Exercisable at December 27, 2009                           6,147,511         $7.23      2.8 years         $-


As of December 27, 2009, the total future compensation cost related to nonvested
options, not yet recognized in the statement of income, was $2.8 million and the
weighted  average  period over which these awards are expected to be  recognized
was 2.5 years.
                                       7


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


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 and six months
ended December 27, 2009:

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

               Non-vested at June 28, 2009                         1,700,912         $4.62
               Granted                                               321,122         $4.48
               Vested                                               (164,658)        $5.88
               Forfeited                                             (18,681)        $6.88
                                                                  -------------
               Non-vested at December 27, 2009                     1,838,695         $4.46
                                                                  =============

The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of December  27,  2009,  there was $4.4  million of
total   unrecognized   compensation   cost  related  to  non-vested   restricted
stock-based  compensation to be recognized over the  weighted-average  remaining
period of 2.0 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.

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 December 27, 2009, the
Company does not expect that any of the  specified  performance  targets will be
achieved.






                                       8


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


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 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
                                                    ====================




                                       9


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

Net revenues from continuing operations                            $238,454        $253,033          $346,770         $389,418

Operating  income from continuing operations                         23,146          25,644            15,388           21,680

Income from continuing operations                                    12,733          14,210             7,067           11,163

Income per common share from continuing
operations
 Basic                                                                $0.20           $0.22             $0.11            $0.18
 Diluted                                                              $0.20           $0.22             $0.11            $0.17


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:

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

                Finished goods                                                              $21,956         $23,759
                Work-in-process                                                              15,511          16,619
                Raw materials                                                                 6,174           5,476
                                                                                         -----------     -----------
                                                                                            $43,641         $45,854
                                                                                         ===========     ===========

Note 6 - Goodwill and Intangible Assets

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

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

Balance at June 28, 2009                                     $5,728               $-        $35,477          $41,205
Acquisition adjustment                                            -                -              6                6
                                                         --------------   -------------    -------------    --------------
Balance at December 27, 2009                                 $5,728               $-        $35,483          $41,211
                                                         ==============   =============    =============    ==============

                                       10


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


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

                                                                                                 
                                                       December 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          $5,062        $252       $5,314         $4,823         $491
  Customer lists               3 - 10 years    15,695           5,722       9,973       15,695          4,673       11,022
    Other                       5 - 8 years     2,388           1,156       1,232        2,388            960        1,428
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               23,397          11,940      11,457       23,397         10,456       12,941

 Trademarks with
    indefinite lives                -          29,901               -      29,901       29,881              -       29,881
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
    intangible assets                         $53,298         $11,940     $41,358      $53,278        $10,456      $42,822
                                            ============ =============== =========== =========== =============== ============



Future estimated amortization expense is as follows:  remainder of fiscal 2010 -
$1.8 million, fiscal 2011 - $2.2 million, fiscal 2012 - $1.6 million, and fiscal
2013 - $1.4 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:

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

                Term loan (1)                                                               $77,177         $87,351
                Revolving line of credit (1)                                                      -               -
                Obligations under capital leases (2)                                          4,626           5,504
                                                                                         -----------     -----------
                                                                                             81,803          92,855
                Less current maturities of long-term debt and obligations under
                   capital leases                                                            24,086          22,337
                                                                                         -----------     -----------
                                                                                            $57,717         $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.


                                       11


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


          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.

          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  nonfinancial  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  non-financial  assets  and  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.  Goodwill and indefinite  lived  intangibles
are also  tested for  impairment  annually,  as  required  under the  accounting
standards.


                                       12



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


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.

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        Level 1        Level 2       Level 3
                                                       December 27, 2009
                                                       ------------------  -------------  ------------  -------------
                                                                                          (in thousands)
     Interest rate swap (1)                                   $(448)              -        $(448)              -


       (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.

                                                                                     
                                                                                      Interest Rate
                                                                                           Swap
                                                                                      -------------
                                                                                      (in thousands)

     Balance at the beginning of the period                                                 $ -
     Amount reclassified to interest expense, net of tax benefit of $63                      89
     Net change in fair value of interest rate swap, net of tax benefit of $235            (365)
                                                                                     -----------------
     Balance at end of period                                                            $ (276)
                                                                                     -----------------





                                       13


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


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 rates from continuing
operations  for the three and six months  ended  December 27, 2009 was 39.9% and
40.6%,  respectively,  compared  to  39.1%  in the  prior  year  periods.  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.

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.


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.  On  January  25,  2010,  the  Company  completed  the sale of these
businesses;  refer  to the  footnote  "Subsequent  Event"  below  for a  further
discussion.  Consequently,  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, goodwill and intangible impairment, 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                   Six Months Ended
                                                    -----------------------------      -------------------------------
                                                     December 27,   December 28,        December 27,     December 28,
  Net revenues                                          2009           2008                2009             2008
                                                    -------------  --------------      --------------   --------------
                                                                             (in thousands)

     Net revenues:
       1-800-Flowers.com Consumer Floral                $85,890        $90,113            $155,893         $173,595
       BloomNet Wire Service                             14,753         15,143              28,538           30,524
       Gourmet Food & Gift Baskets                      138,207        147,787             162,947          184,549
       Corporate (*)                                        126            597                 252              801
       Intercompany eliminations                           (522)        (2,069)               (860)          (2,460)
                                                    -------------  --------------      --------------   --------------
     Total net revenues                                $238,454       $251,571            $346,770         $387,009
                                                    =============  ==============      ==============   ==============

                                       14


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


                                                                                                     

                                                               Three Months Ended                    Six Months Ended
                                                          -----------------------------       -------------------------------
                                                          December 27,     December 28,        December 27,     December 28,
          Operating Income                                    2009             2008               2009             2008
                                                          --------------  -------------       --------------   --------------
                                                                                   (in thousands)

            Category Contribution Margin:
              1-800-Flowers.com Consumer Floral                $7,578          $7,975             $15,251          $18,562
              Bloomnet Wire Service                             4,691           4,753               8,796            9,093
              Gourmet Food & Gift Baskets                      28,616          26,743              25,406           25,803
                                                          --------------  -------------       --------------   --------------
            Category Contribution Margin Subtotal              40,885          39,471              49,453           53,458
              Corporate (*)                                   (12,396)         (9,028)            (23,776)         (22,010)
              Depreciation and amortization                    (5,343)         (5,094)            (10,289)         (10,169)
                                                          --------------  -------------       --------------   --------------
            Operating income (loss)                           $23,146         $25,349             $15,388          $21,279
                                                          ==============  =============       ==============   ==============

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


Note 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.  On  January  25,  2010,  the  Company  completed  the sale of these
businesses;  refer  to the  footnote  "Subsequent  Event"  below  for a  further
discussion.  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                 Six Months Ended
                                                    --------------------------------- ---------------------------------
                                                     December 27,     December 28,     December 27,     December 28,
                                                        2009             2008             2009             2008
                                                    ---------------- ---------------- ---------------- ----------------
                                                                              (in thousands)

Net revenues from discontinued operations                 $64,334          $77,757          $81,688         $100,352

Operating  income (loss) from discontinued
operations                                                  3,795           18,559            1,157          (22,176)
(including loss on disposal of $3.3 million
during the three and six months ended December
27, 2009 and impairment charges of $20.0 million
during the three and six months ended December
28, 2008)
Income tax expense  (benefit) from discontinued
operations                                                  1,225              508              196             (923)

Income (loss) from discontinued operations                  2,570          (19,067)             961          (21,253)



                                       15


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


Assets and liabilities of discontinued operations are as follows:

                                                                                                   
                                                                                  December 27,        June 28,
                                                                                      2009              2009
                                                                                ----------------- -----------------
                                                                                          (in thousands)
Assets of discontinued operations
  Receivables, net                                                                   $2,118              $693
  Inventories                                                                         7,930            15,529
  Prepaid and other                                                                   2,277             1,878
                                                                                ----------------- -----------------
  Current assets of discontinued operations                                          12,325            18,100
  Property, plant and equipment, net                                                  6,079             8,871
  Other intangibles, net                                                                666               666
  Other assets                                                                           95               110
                                                                                ----------------- -----------------
       Non-current assets of discontinued operations                                  6,840             9,647
                                                                                ----------------- -----------------
Total assets of discontinued operations                                             $19,165           $27,747
                                                                                ================= =================

Liabilities of discontinued operations
  Accounts payable and accrued expenses                                              $9,545            $2,633
                                                                                ----------------- -----------------
  Current liabilities of discontinued operations                                      9,545             2,633
  Non-current liabilities of discontinued operations                                  1,288             1,334
                                                                                ----------------- -----------------
Total liabilities of discontinued operations                                        $10,833            $3,967
                                                                                ================= =================



Note 12 - Commitments and Contingencies

Legal Proceedings

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

On December  21,  2007,  Plaintiff,  Thomas  Molnar,  on behalf of himself and a
putative  class,  filed suit  against the Company  claiming  false  advertising,
unfair business practices,  and unjust enrichment seeking  unspecified  monetary
damages. The Company has admitted no wrongdoing with respect to this matter, but
has chosen to enter into a settlement  agreement with the parties to this matter
in order to avoid  protracted  litigation.  The presiding  trial Judge has given
preliminary  approval  to the  settlement,  and the  Company  has  sent  out the
applicable  notices to the class members.  As a result,  the Company has accrued
for the estimated  cost of the settlement of  approximately  $0.9 million within
its general and  administrative  expenses during the three months ended December
27, 2009.

Note 13 - Subsequent Event

Sale of Home & Children's Gifts Business

On January 25, 2010,  the Company  completed  the sale of the assets and certain
related liabilities of its Home & Children's Gifts business to PH International,
LLC.  Included  in the sale  were the Plow &  Hearth,  Problem  Solvers,  Wind &
Weather,  HearthSong and Magic Cabin brands, as well as the  administrative  and
distribution center in Madison,  VA, and a distribution center in Vandalia,  OH.
The sales  price of the assets was $17.0  million,  subject to  adjustments  for
changes in working capital. During the three months ended December 27, 2009, the
Company recorded a loss of $3.3 million,  including  transaction,  severance and
transition  obligations,  which is in addition to the $14.7  million  write-down
that the Company recorded during the three months ended June 28, 2009.

                                       16

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 or referred to in the  forward-looking
statements.  Factors that could cause or contribute to any differences  include,
but are not  limited to,  those  discussed  under the  caption  "Forward-Looking
Information and Factors That May Affect Future Results" 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(R) (1-800-356-9377 or www.1800flowers.com) 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.  As  always,  100%  satisfaction  is  guaranteed.   1-800-
FLOWERS.COM  has  earned  the 2009  Gold  Award in the  Online  Flower  Delivery
category  from Top Ten  REVIEWS;  was  listed as a TOP TEN  MOBILE  RETAILER  by
Internet Retailer magazine in 2009; and was recognized by Computerworld magazine
as a Premier 100 IT Leader for 2010.  The  Company's  BloomNet(R)  international
floral  wire  service  (www.mybloomnet.net)  provides  a broad  range of quality
products and value-added  services designed to help  professional  florists grow
their businesses profitably.

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)
as  well  as  Celebrations(R)  (www.celebrations.com),   a  new  premier  online
destination for fabulous party ideas and planning tips. 1-800-FLOWERS.COM,  Inc.
is involved  in a broad range of  corporate  social  responsibility  initiatives
including continuous  expansion and enhancement of its  environmentally-friendly
"green"  programs,  various  philanthropic  and  charitable  efforts and special
private-sector skills training programs for military veterans.

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.  On  January  25,  2010,  the  Company  completed  the sale of these
businesses;   refer  to  Note  13  to  the  Consolidated   Financial  Statements
"Subsequent  Event" for a further  discussion.  Consequently,  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.



                                       17

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,  and goodwill and intangible  impairment)
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                             Six Months Ended
                                               ---------------------------------------   ------------------------------------------
                                               December 27,   December 28,                December 27,  December 28,
                                                  2009           2008        % Change        2009          2008       % Change
                                               -------------- -------------- ----------  -------------- ------------- -------------
                                                                                  (in thousands)

Net revenues from continuing operations:
    1-800-Flowers.com Consumer Floral            $85,890        $90,113         (4.7%)       $155,893      $173,595      (10.2%)
    BloomNet Wire Service                         14,753         15,143         (2.6%)         28,538        30,524       (6.5%)
    Gourmet Food & Gift Baskets                  138,207        147,787         (6.5%)        162,947       184,549      (11.7%)
    Corporate (*)                                    126            597        (78.9%)            252           801      (68.5%)
    Intercompany eliminations                       (522)        (2,069)        74.8%            (860)       (2,460)      65.0%
                                               -------------- --------------             -------------- -------------
Total net revenues from continuing operations   $238,454       $251,571         (5.2%)       $346,770      $387,009      (10.4%)
                                               ============== ==============             ============== =============

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

Gross Profit:
    1-800-Flowers.com Consumer Floral           $32,856        $33,416          (1.7%)      $58,703          $65,106         (9.8%)
                                                   38.3%          37.1%                        37.7%            37.5%

    BloomNet Wire Service                         8,569          8,766          (2.2%)       16,591           17,106         (3.0%)
                                                   58.1%          57.9%                        58.1%            56.0%

    Gourmet Food & Gift Baskets                  58,132         58,816          (1.2%)       67,923           70,848         (4.1%)
                                                   42.1%          39.8%                        41.7%            38.4%

    Corporate (*)                                   106            168         (36.9%)          200              325        (38.5%)
                                                   84.1%          28.1%                        79.4%            40.6%

    Intercompany eliminations                         -           (453)                           -             (476)
                                               -------------- --------------             --------------   -------------
Total gross profit                              $99,663       $100,713          (1.0%)     $143,417         $152,909         (6.2%)
                                               ============== ==============             ==============   =============
                                                   41.8%          40.0%                        41.4%            39.5%
                                               =============  ==============             ==============   ==============

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

EBITDA (**)  from continuing operations:
    1-800-Flowers.com Consumer Floral            $7,578         $7,975          (5.0%)      $15,251          $18,562        (17.8%)
    BloomNet Wire Service                         4,691          4,753          (1.3%)        8,796            9,093         (3.3%)
    Gourmet Food & Gift Baskets                  28,616         26,743           7.0%        25,406           25,803         (1.5%)
                                               -------------- --------------             --------------   -------------
Category Contribution Margin Subtotal            40,885         39,471           3.6%        49,453           53,458         (7.5%)
    Corporate (*)                               (12,396)        (9,028)        (37.3%)      (23,776)         (22,010)        (8.0%)
                                               -------------- --------------             --------------   -------------
EBITDA from continuing operations               $28,489        $30,443          (6.4%)      $25,677          $31,448        (18.4%)
                                               ==============  =============             ==============   =============

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

Discontinued Operations:
Net revenues from discontinued operations       $64,334        $77,757         (17.3%)      $81,688         $100,352        (18.6%)
Gross Profit from discontinued operations        31,158         37,579         (17.1%)       38,706           47,205        (18.0%)
Operating expense of discontinued operations,
 excluding depreciation and amortization         23,577         35,406         (33.4%)       33,244           48,048        (30.8%)
Contribution margin from discontinued operations  7,581          2,173         248.9%         5,462             (843)       747.9%


                                       18

     (*)  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,  goodwill and intangible  impairment,  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 Income from Continuing Operations to EBITDA from
continuing operations:

                                                                                                     
                                                               Three Months Ended                    Six Months Ended
                                                          -----------------------------       -------------------------------
                                                          December 27,     December 28,        December 27,     December 28,
          Operating Income                                    2009             2008               2009             2008
                                                          --------------  -------------       --------------   --------------
                                                                                   (in thousands)

  Net income from continuing operations                       $12,733         $13,956               $7,067        $10,838
  Add:
     Interest expense                                           1,985           2,507                3,531          3,666
     Depreciation and amortization                              5,343           5,094               10,289         10,169
     Income tax expense                                         8,452           8,973                4,830          6,956
  Less:
     Interest income                                               11              73                   25            163
     Other income (expense)                                        13              14                   15             18
                                                        -------------- ---------------        ---------------  -------------
  EBITDA from continuing operations                           $28,489         $30,443                $25,677        $31,448
                                                        ============== ===============        ===============  =============

Results of Operations

Net Revenues

                                                                                              
                                            Three Months Ended                             Six Months Ended
                                   ---------------------------------------  ---------------------------------------
                                    December 27,   December 28,              December 27,  December 28,
                                        2009           2008       % Change      2009          2008       % Change
                                   -------------- -------------- ---------- -------------- ------------- -----------
                                                                 (in thousands)
Net revenues:
 E-Commerce                          $151,660         $157,085      (3.5%)     $226,500        $244,981      (7.5%)
 Other                                 86,794           94,486      (8.1%)      120,270         142,028     (15.3%)
                                   -------------- --------------            -------------- -------------
Total net revenues                   $238,454         $251,571      (5.2%)     $346,770        $387,009     (10.4%)
                                   ============== ==============            ============== =============

During the three and six months ended  December 27, 2009,  revenues  declined by
5.2% and 10.4% over the respective prior year periods,  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

                                       19

Baskets business,  combined with lower demand within the 1-800-Flowers  Consumer
Floral business and from weakness in wholesale product sales within the BloomNet
WireService business.

The Company fulfilled  approximately  2,960,000 and 4,192,000 orders through its
E-commerce sales channels (online and telephonic sales) during the three and six
months ended  December 27,  2009,  representing  growth of 0.4% and a decline of
3.1%,  in  comparison  to the same  periods  of the prior  year.  The  Company's
E-commerce  average  order  value of $51.23 and $54.03  during the three and six
months ended  December 27, 2009,  respectively,  decreased by 3.8% and 4.6% over
the respective  prior year periods,  reflecting  the  consumers'  preference for
lower price-point product.

Other revenues decreased during the three and six months ended December 27, 2009
primarily as a result of the aforementioned decline related to DesignPac's lower
wholesale  orders,  as well as lower revenue from floral wholesale 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 and six  months  ended
December  27, 2009  decreased by 4.7% and 10.2% over the  respective  prior year
periods, as a result of lower order volume due to soft consumer demand caused by
the weakened  economy.  Although the Company  continued to  experience  declines
within the consumer floral category,  trends are improving as revenue within the
segment   declined  4.7%  during  the  fiscal  second  quarter,   after  several
consecutive quarters of double-digit declines.

The BloomNet Wire Service  category  includes  revenues from  membership fees as
well as other product and service offerings to florists. Net revenues during the
three and six months ended December 27, 2009 decreased by 2.6% and 6.5% over the
respective  prior year  periods,  primarily as a result of  decreased  wholesale
product  revenues as florists  scaled back purchases as a result of the weakness
in the retail economy.

The  Gourmet  Food  &  Gift  Basket   category   includes  the   operations   of
1-800-Baskets,  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.  During the fiscal second quarter,
the   Company   launched  a  new   co-branded   website   which   featured   the
1-800-BASKETS.COM(R) brand, a re-merchandised collection of gourmet gift baskets
confected by DesignPac.  Prior year  revenues  from gourmet gift baskets,  which
were previously included within the 1-800-Flowers.com  Consumer Floral category,
have been  reclassified to conform with current year  presentation.  Net revenue
during the three and six months ended  December  27, 2009  decreased by 6.5% and
11.7% over the  respective  prior year  periods,  primarily  reflecting  reduced
wholesale orders for DesignPac's wholesale baskets.

The Company  expects  continued  cautious  spending by consumers.  Based on this
outlook  and the  decline  during the first  half of fiscal  2010,  the  Company
anticipates that revenues for fiscal year 2010 will be down  approximately  five
to ten percent compared with the prior year.


Gross Profit

                                                                                              
                                            Three Months Ended                             Six Months Ended
                                   ---------------------------------------  ---------------------------------------
                                    December 27,   December 28,              December 27,  December 28,
                                        2009           2008       % Change      2009          2008       % Change
                                   -------------- -------------- ---------- -------------- ------------- -----------
                                                                 (In thousands)

Gross profit                          $99,663         $100,713      (1.0%)     $143,417        $152,909      (6.2%)
Gross margin %                           41.8%            40.0%                    41.4%           39.5%


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 and six months ended December 27, 2009,
due to the decline in revenues  described above,  while gross margin  percentage
increased 180 and 190 basis points, respectively as a result of reduced reliance
on  promotional  pricing,  and  product  mix,  reflecting  the  impact  of lower
wholesale revenues from DesignPac,  as well as improved manufacturing and supply
chain operating efficiencies.

                                       20

The 1-800-Flowers.com Consumer Floral category gross profit decreased during the
three and six months  ended  December  27, 2009 by 1.7% and 9.8%,  respectively,
over the prior year  periods,  as a result of a lower  sales  volume,  while the
gross profit margin percentage increased 120 and 20 basis points,  respectively,
driven primarily by supply chain  improvements,  pricing mix, and more strategic
use of promotional pricing during the fiscal second quarter.

The BloomNet Wire Service  category gross profit  decreased during the three and
six months  ended  December  27, 2009 by 2.2% and 3.0%,  respectively,  over the
prior year  periods,  as a result of the  aforementioned  decline  of  wholesale
product  revenue,  while  gross  profit  margins  increased  by 20 and 210 basis
points,  respectively,   reflecting  the  impact  of  product  mix  and  pricing
initiatives.

The Gourmet Food & Gift Basket category gross profit  decreased during the three
and six months ended December 27, 2009 by 1.2% and 4.1%, respectively,  over the
prior year periods,  as a result of the  aforementioned  lower wholesale  basket
revenue from DesignPac.  Gross margin percentage  increased by 230 and 330 basis
points,  respectively,  reflecting the reduction in lower margin DesignPac sales
volume,  as  well  as  improved  gross  margins  resulting  from   manufacturing
efficiencies and reduced  promotional pricing 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
shift in product mix and  anticipated  gross margin  improvements in most of its
businesses  resulting  from  product  sourcing,  supply chain  improvements  and
manufacturing and operating efficiencies.

Marketing and Sales Expense

                                                                                              
                                            Three Months Ended                             Six Months Ended
                                   ---------------------------------------  ---------------------------------------
                                    December 27,   December 28,              December 27,  December 28,
                                        2009           2008       % Change      2009          2008       % Change
                                   -------------- -------------- ---------- -------------- ------------- -----------
                                                                 (In thousands)

Marketing and sales                   $51,976        $54,560        (4.7%)      $81,452        $86,634      (6.0%)
Percentage of net revenues               21.8%          21.7%                      23.5%          22.4%


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 and six months ended  December 27,  2009,  marketing  and sales
expense  decreased  by 4.7% and 6.0%  respectively,  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 effectiveness  declines during periods of soft
consumer demand and the reduction in variable costs  associated with the decline
in revenue.  Marketing  and selling  expense  increased as a percentage of sales
during the three and six months ended  December 27, 2009,  primarily as a result
of sales mix caused by the reduction of wholesale  basket  products by DesignPac
which earn lower product margins, but also operate with a low level of marketing
and sales expense,  and the accrual of performance  based  compensation  expense
during the current  quarter  compared  with the reversal of  previously  accrued
performance based compensation expense during the prior year periods.

During  the three and six months  ended  December  27,  2009 the  Company  added
approximately 656,000 and 1,007,000 new E-commerce customers,  respectively.  Of
the 656,000 and 2,447,000  total customers who placed  E-commerce  orders during
the three and six months ended December 27, 2009, approximately 60.4% and 58.9%,
respectively,  represented repeat customers,  compared to 59.7% and 58.0% during
the respective prior year periods.

During the  remainder of fiscal 2010,  the Company  expects that  marketing  and
sales expense,  while varying from quarter to quarter due to the seasonal nature
of the Company's  business,  will  increase  slightly in comparison to the prior
year, but will remain  relatively  consistent with prior year as a percentage of
net revenues.

                                       21


Technology and Development Expense

                                                                                              
                                            Three Months Ended                             Six Months Ended
                                   ---------------------------------------  ---------------------------------------
                                    December 27,   December 28,              December 27,  December 28,
                                        2009           2008       % Change      2009          2008       % Change
                                   -------------- -------------- ---------- -------------- ------------- -----------
                                                                 (In thousands)

Technology and development            $4,525           $4,781       (5.4%)      $9,081          $9,844      (7.8%)
Percentage of net revenues               1.9%             1.9%                     2.6%            2.5%


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

During  the three  and six  months  ended  December  27,  2009,  technology  and
development expense decreased by 5.4% and 7.8%, respectively, as compared to the
prior  year  periods,  as a result of  decreased  labor/consulting  costs due to
re-sizing initiatives, as well as a reduction in the number of hosting sites and
footprint.  During the three and six months ended December 27, 2009, the Company
expended  $7.0  million  and $13.3  million,  respectively,  on  technology  and
development,  of which $2.5  million and $4.2  million,  respectively,  has been
capitalized.

The Company believes that continued  investment in technology and development is
critical  to  attaining  its  strategic  objectives,  however,  based on reduced
hosting and other costs  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                             Six Months Ended
                                   ---------------------------------------  ---------------------------------------
                                    December 27,   December 28,              December 27,  December 28,
                                        2009           2008       % Change      2009          2008       % Change
                                   -------------- -------------- ---------- -------------- ------------- -----------
                                                                 (In thousands)

General and administrative            $14,673        $10,929       34.3%       $27,207         $24,983       8.9%
Percentage of net revenues                6.2%           4.3%                      7.8%            6.5%


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  during  the  three and six  months  ended
December  27, 2009  increased by 34.3% and 8.9%,  respectively,  compared to the
prior year  periods,  as a result of several  factors  including:  (i) increased
labor cost due to the accrual of performance based  compensation  expense during
the current quarter compared with the reversal of previously accrued performance
based compensation expense during the prior year periods,  (ii) increased health
insurance  costs,  and  (iii)  increased  professional  fees due to a charge  of
approximately $0.9 million during the fiscal second quarter to settle a proposed
class action litigation,  for which the Company has admitted no wrongdoing,  but
chose to settle to avoid  protracted  litigation,  partially  offset by  reduced
labor  and  operating  costs  related  to the  Company's  re-sizing  initiatives
implemented during fiscal 2009.

The  Company  expects  that its  general  and  administrative  expenses  for the
remainder  of fiscal 2010 will be  consistent  with the prior year and  decrease
slightly as a percentage of net revenues.

                                       22

Depreciation and Amortization Expense

                                                                                              
                                            Three Months Ended                             Six Months Ended
                                   ---------------------------------------  ---------------------------------------
                                    December 27,   December 28,              December 27,  December 28,
                                        2009           2008       % Change      2009          2008       % Change
                                   -------------- -------------- ---------- -------------- ------------- -----------
                                                                 (In thousands)

Depreciation and amortization          $5,343         $5,094         4.9%       $10,289         $10,169       1.2%
Percentage of net revenues                2.2%           2.0%                       3.0%            2.6%



Depreciation  and  amortization  expense  increased  by 4.9% and 1.2% during the
three and six months  ended  December 27,  2009,  respectively,  compared to the
prior year  periods,  as a result of recent  capital  additions  for  technology
improvements,  including the Company's newly launched  co-branded  1-800-Baskets
website  and  back-end  platforms,   offset  in  part  by  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.
Although the Company is committed to reducing its capital expenditures,  certain
key strategic  technology  initiatives were implemented  during fiscal 2010 and,
therefore,  the Company,  expects that  depreciation  and  amortization  for the
remainder of fiscal 2010 will increase slightly in comparison to the prior year.

Other Income (Expense)

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

          Interest income                $11             $73                $25              $163
          Interest expense            (1,985)         (2,507)            (3,531)           (3,666)
          Other                           13              14                 15                18
                                  ---------------  ---------------   ----------------- ----------------
                                     ($1,961)        ($2,420)           ($3,491)          ($3,485)
                                  ===============  ===============   ================= ================


Other income (expense)  consists  primarily of interest expense and amortization
of deferred financing costs,  partially offset by income earned on the Company's
available cash balances.

Interest  expense  decreased  during the three and six months ended December 27,
2009 compared to the prior year periods,  as a result of scheduled  paydowns and
prepayments (see below) of amounts  outstanding  under the Company's term loans,
as well as reduced working capital borrowings.

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

                                       23

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 and six months  ended  December  27, 2009 the Company  recorded
income  taxes from  continuing  operations  of $8.5  million  and $4.8  million,
respectively,  compared to $9.0 million and $7.0 million in the respective prior
year periods.  The Company's effective tax rates from continuing  operations for
the  three  and six  months  ended  December  27,  2009  was  39.9%  and  40.6%,
respectively,  as  compared  to the  39.1%  in the  prior  year  periods.  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.  On  January  25,  2010,  the  Company  completed  the sale of these
businesses.  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                             Six Months Ended
                                            --------------------------------------- ---------------------------------------
                                             December 27,    December 28,              December 27,  December 28,
                                               2009            2008       % Change        2009          2008       % Change
                                            -------------- -------------- ---------- -------------- ------------- ----------
                                                                        (In thousands)
Discontinued Operations:
Net revenues from discontinued operations      $64,334        $77,757       (17.3%)      $81,688       $100,352      (18.6%)
Gross Profit from discontinued operations       31,158         37,579       (17.1%)       38,706         47,205      (18.0%)
Operating expenses of discontinued
 operations, excluding depreciation and         23,577         35,406       (33.4%)       33,244         48,048      (30.8%)
 amortization
Contribution margin from discontinued
 operations                                      7,581          2,173       248.9%         5,462           (843)     747.9%

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 and six months  ended  December  27,  2009 net  revenues  from
discontinued operations decreased by 17.3% and 18.6% respectively 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 and six months ended
December 27, 2009 decreased by 17.1% and 18.0%,  respectively as a result of the
aforementioned  revenue  declines.  Gross margin percentage during the three and
six  months  ended   December  27,  2009   improved  10  and  40  basis  points,
respectively,  in comparison to the same period of the prior year as a result of
enhanced product sourcing and shipping initiatives.

Despite the aforementioned decline in revenues,  during the three and six months
ended  December  27,  2009  contribution  margin  from  discontinued  operations
improved significantly as compared to the respective prior year periods,  driven
by the above  mentioned  gross margin  improvements  as well as the  significant
reduction  in  operating   expenses,   primarily   related  to  reduced  catalog
circulation costs and other operating cost reduction initiatives.

                                       24

As a result of the decline in revenues,  offset by reduced operating expenses of
$11.8 million and $14.8 million  during the three and six months ended  December
27,  2009,  respectively,   contribution  margin  from  discontinued  operations
improved $5.4 million,  to $7.6 million and $6.3  million,  to $5.4 million,  in
comparison to the same periods of the prior year.

On January 25, 2010,  the Company  completed  the sale of the assets and certain
related liabilities of its Home & Children's Gifts business to PH International,
LLC. The sales price of the assets was $17.0 million, subject to adjustments for
changes in working capital. Based upon the carrying value of the assets held for
sale, the Company  recorded a loss of $3.3 million during the three months ended
December 27, 2009, including transaction,  severance and transition obligations,
which is in addition to the $14.7 million  write-down that the Company  recorded
during the three months ended June 28, 2009.

Liquidity and Capital Resources

At  December  27,  2009,  the  Company  had  working  capital of $46.1  million,
including cash and equivalents of $46.4 million,  compared to working capital of
$43.7  million,  including cash and  equivalents  of $29.6 million,  at June 28,
2009.

Net cash  provided by operating  activities  of $36.5 million for the six months
ended  December  27,  2009 was  primarily  related to net income,  adjusted  for
non-cash  charges for  depreciation  and amortization and deferred income taxes,
operating  activities of discontinued  operations  ($12.7  million),  as well as
seasonal  changes in working  capital from  continuing  operations,  including a
decrease in inventory  and increases in accounts  payables and accrued  expenses
related to the previous and upcoming  holiday  season,  offset by an increase in
accounts  receivable related to the timing of customers' payments related to the
holiday season.

Net cash used in investing  activities  of $8.3 million for the six months ended
December 27, 2009 was primarily attributable to capital expenditures,  primarily
related to the Company's technology infrastructure.

Net cash used in financing activities of $11.4 million for the six months  ended
December  27,  2009  was  primarily  for the  repayment  of bank  borrowings  on
outstanding debt and long-term capital lease  obligations.  All borrowings under
the  Company's  revolving  credit  facility were repaid by the end of the 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
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 December 27, 2009, $12.8 million remains authorized but unused.




                                       25


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

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

Long-term debt, including interest         $89,914            $26,567         $54,089           9,258                 $-
Capital lease obligations, including
   interest                                  5,193              2,264           2,923               6                  -
Operating lease obligations                 47,250             11,441          19,078          13,873              2,858
Sublease obligations                         7,526              2,455           3,406           1,469                196
Marketing agreement                          6,476              2,976           3,500               -                  -
Purchase commitments (*)                    13,665             13,665               -               -                  -
                                        -----------    ---------------    ------------   -------------     ----------------
  Total                                   $170,024            $59,368         $82,996         $24,606             $3,054
                                        ===========    ===============    ============   =============     ================


(*) 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 products sales
are recognized upon product shipment with shipping terms of FOB shipping point.

Accounts Receivable

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

Inventory

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


                                       26


Goodwill and Other Intangible Assets

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

The Company performs an annual impairment test during its fiscal fourth quarter,
or earlier if indicators of potential  impairment  exist, to evaluate  goodwill.
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.

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.

                                       27

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  beginning  June 29, 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 and six months ended  December 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 Company adopted the disclosure  requirements under this guidance with
an effective date of June 29, 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.


Forward Looking Information and Factors that May Affect Future Results


Our disclosure and analysis in this report  contain  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
These forward-looking statements represent the Company's current expectations or
beliefs  concerning  future events and can generally be identified by the use of
statements  that  include  words  such  as  "estimate,"   "project,"  "believe,"
"anticipate," "intend," "plan," "foresee," "likely," "will," "goal," "target" or
similar  words  or  phrases.  These  forward-looking  statements  are subject to

                                       28

risks,  uncertainties  and  other  factors,  many of which  are  outside  of the
Company's control, that could cause actual results to differ materially from the
results expressed or implied in the forward-looking statements,  including among
others:

     o    the Company's ability:

          o    to achieve revenue and profitability;

          o    to leverage its operating platform and reduce operating expenses;

          o    to grow its 1-800-Baskets.com business;

          o    to manage the increased seasonality of its business;

          o    to cost effectively acquire and retain customers;

          o    to effectively integrate and grow acquired companies;

          o    to reduce working capital requirements and capital expenditures;

          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;
               and

          o    to cost efficiently manage inventories;

     o    the  outcome of  contingencies,  including  legal  proceedings  in the
          normal course of business; and

     o    general  consumer  sentiment and economic  conditions  that may affect
          levels of discretionary customer purchases of the Company's products.

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

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

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 December 27,  2009,  the
Company's  outstanding debt,  including current  maturities,  approximated $81.8
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

                                       29


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 had a  corresponding  effect on
our interest expense of  approximately  $0.1 million and $0.2 million during the
three and six months ended December 27, 2009, respectively.


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 December 27, 2009 that have materially affected,  or are reasonably
likely to materially affect, our internal controls over financial reporting.








                                       30





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.

On December  21,  2007,  Plaintiff,  Thomas  Molnar,  on behalf of himself and a
putative  class,  filed suit  against the Company  claiming  false  advertising,
unfair business practices,  and unjust enrichment seeking  unspecified  monetary
damages. The Company has admitted no wrongdoing with respect to this matter, but
has chosen to enter into a settlement  agreement with the parties to this matter
in order to avoid  protracted  litigation.  The presiding  trial Judge has given
preliminary  approval  to the  settlement,  and the  Company  has  sent  out the
applicable  notices to the class members.  As a result,  the Company has accrued
for the estimated  cost of the settlement of  approximately  $0.9 million within
its general and  administrative  expenses during the three months ended December
27, 2009.


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 following table sets forth, for the months indicated, the Company's purchase
of common stock during the first six months of fiscal 2010,  which  includes the
period June 29, 2009 through December 27, 2009:

                                                                                           
                                                                          Total Number of          Dollar Value of
                                                                          Shares Purchased as      Shares that May Yet
                                                                          Part of Publicly         Be Purchased Under
                             Total Number of          Average Price       Announced Plans or       the Plans or
Period                       Shares Purchased        Paid Per Share       Programs                 Programs
----------------------------------------------------------------------------------------------------------------------------
                                    (in thousands, except average price paid per share)

6/29/09 - 7/26/09                        0.9                $1.83                      0.9                   $13,154
7/27/09 - 8/23/09                        4.5                $2.62                      4.5                   $13,142
8/24/09 - 9/27/09                          -                   $-                        -                   $13,142
9/28/09 - 10/25/09                      48.1                $4.15                     48.1                   $12,943
10/26/09 - 11/22/09                      3.7                $4.82                      3.7                   $12,925
11/23/09 - 12/27/09                     47.0                $2.25                     47.0                   $12,818
                             --------------------    -----------------    ---------------------
Total                                  104.2                $3.23                    104.2
                             ====================    =================    =====================


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 December 27, 2009, $12.8 million remains authorized but unused.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         The Company's Annual Meeting of Stockholders was held on December 3,
2009.

                                       31


         The following  nominees were elected  as directors, each to serve until
         the 2012 Annual Meeting or until their respective successors shall have
         been duly elected and qualified, by the vote set forth below:

                                                                                         
         Nominee                                        For                                       Withhold
         ----------------------------    -----------------------------------      ------------------------------------------

         Jeffrey C. Walker                          321,130,473                                  11,126,292
         Lawrence Calcano                           329,611,798                                   2,664,967
         James Cannavino                            329,479,938                                   2,776,827

         The  following Directors, who  were not  nominees for  election at this
         Annual Meeting, will continue to serve on the Board of Directors of the
         Company: James F. McCann, Christopher G. McCann, John J. Conefry, Jr.,
         Leonard J. Elmore and Jan L. Murley.

         The  proposal to ratify  the appointment  of  Ernst & Young LLP as  the
         Company's  independent registered public accounting firm for the fiscal
         year ending June 27, 2010 was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               329,905,029                           2,298,639                                     53,097

         The Company's 2003 Long Term Incentive and  Share Award Plan as Amended
         and Restated as of October 22, 2009  was approved by the vote set forth
         below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               320,130,238                           8,065,925                                     11,065




         The Company's Section 16 Executive Officers Bonus  Plan as Amended  and
         Restated  as of October 22, 2009  was approved  by the  vote set  forth
         below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------      ------------------------------------------
               327,934,830                            218,559                                      10,776



ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

         10.22  2003  Long Term Incentive and  Share Award  Plan (as amended and
                restated  as of  October 22, 2009) (incorporated by reference to
                Definitive  Proxy  filed  on  October 23, 2009  (No. 000-26841),
                Annex A).

         10.23  Section  16  Executive  Officer's  Bonus  Plan  (as  amended and
                restated  as of  October 22, 2009) (incorporated by reference to
                Definitive  Proxy  filed  on October  23, 2009  (No. 000-26841),
                Annex B).

          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.*

           * Filed herewith.





                                       32





                                   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: February 5, 2010                       /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors





Date: February 5, 2010                       /s/ William E. Shea
-----------------------                      -----------------------------------
                                             William E. Shea
                                             Senior Vice President of Finance
                                             and Administration and Chief
                                             Financial Officer