As filed with the Securities and Exchange Commission on October 27, 2004
                                                          Registration No. 333-
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------

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

        Delaware                                             11-3117311
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)
      1600 Stewart Avenue
      Westbury, New York                                        11590
(Address of principal executive offices)                      (Zip Code)

                             1-800-FLOWERS.COM. Inc.
                          2003 Long Term Incentive and
                                Share Award Plan

                                 James F. McCann
                             1-800-Flowers.com, Inc.
                               1600 Stewart Avenue
                            Westbury, New York 11590
                     (Name and address of agent for service)
                                 (516) 237-6000
          (Telephone number, including area code, of agent for service)
                         ------------------------------
                                    copy to:
                            William M. Hartnett, Esq.
                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                            New York, New York 10005
                                 (212) 701-3000
                         ------------------------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>     <C>                        <C>                      <C>                        <C>                      <C>
 Title of Securities to be     Amount to be        Proposed Maximum           Proposed Maximum               Amount of
      Registered (1)            Registered      Offering Price Per Share    Aggregate Offering Price (2)  Registration Fee
                                                            (2)                                                 (2)

2003 Long Term Incentive      7,500,000 shares              N/A                        N/A                      N/A
  and Share Award Plan

Class A Common Stock,         7,500,000 shares              $8.11                 $ 60,825,000                $7,706.53
  par value $.01 per share
</TABLE>


(1)    Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
       Registration Statement covers any additional securities to be offered or
       issued from stock splits, stock dividends or similar transactions.

(2)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended, by averaging the high and low sales prices of the
       Registrant's common stock reported on the Nasdaq National Market for
       October 25, 2004.


                                       1
<PAGE>

                                EXPLANATORY NOTE


     1-800-Flowers.com,  Inc.  ("1-800-Flowers.com"  or  the  "Registrant")  has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  to
register  7,500,000 shares of Class A Common Stock authorized for issuance under
the  Registrant's  2003 Long Term  Incentive  and Share  Award  Plan (the  "2003
Plan").

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   DOCUMENTS INCORPORATED BY REFERENCE.
          -----------------------------------


     The  following  documents  have  been  filed  by the  Registrant  with  the
Securities  and  Exchange   Commission   (the   "Commission")   and  are  hereby
incorporated by reference in this Registration Statement:

     (a) The  Registrant's  annual report on Form 10-K for the fiscal year ended
June 27, 2004, filed with the Commission on September 9, 2004;

     (b) The Registrant's current report on Form 8-K dated August 5, 2004, filed
with the Commission on August 10, 2004; and

     (c) The description of the  Registrant's  Class A Common Stock contained in
the Registrant's Registration Statement No. 000-26841 on Form 8-A filed with the
Commission  on July 27, 1999 pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the  "Exchange  Act"),  in which there is described the
terms,  rights and  provisions  applicable  to the  Registrant's  Class A Common
Stock,  and any  amendment  or report  filed for the  purpose of  updating  such
description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

          Not applicable.

                                       2
<PAGE>



ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's  Amended and Restated  Certificate of  Incorporation  (the
"Certificate") provides that the liability of a director of the Registrant shall
be eliminated or limited to the fullest extent permitted by the Delaware General
Corporation  Law (the "DGCL").  Under the DGCL,  the directors  have a fiduciary
duty  to the  Registrant  which  is not  eliminated  by  this  provision  of the
Certificate  and,  in  appropriate  circumstances,  equitable  remedies  such as
injunctive  or other forms of  non-monetary  relief will  remain  available.  In
addition,  each director will continue to be subject to liability under the DGCL
for breach of the  director's  duty of loyalty  to the  Registrant,  for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving  intentional  misconduct,  for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
DGCL. This provision also does not affect the directors'  responsibilities under
any  other  laws,  such as the  Federal  securities  laws or  state  or  Federal
environmental  laws.  The Registrant  has obtained  liability  insurance for its
officers and directors.

     Section 145 of the DGCL empowers a  corporation  to indemnify its directors
and officers and to purchase  insurance with respect to liability arising out of
their  capacity  or  status as  directors  and  officers,  provided  that  these
provisions shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) arising under Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  The DGCL provides further that the indemnification  permitted
thereunder  shall  not be  deemed  exclusive  of any  other  rights to which the
directors  and  officers may be entitled  under the  corporation's  bylaws,  any
agreement,  vote of  stockholders or otherwise.  The Certificate  eliminates the
personal  liability  of  directors  to the fullest  extent  permitted by Section
102(b)(7) of the DGCL and provides that the Registrant shall fully indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal,  administrative  or  investigative)  by  reason  of the fact that such
person is or was a director or officer of the  Registrant,  or is or was serving
at  the  request  of  the  Registrant  as  a  director  or  officer  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding. At present, there is no pending
litigation or proceeding involving any director,  officer,  employee or agent as
to which  indemnification  will be required or permitted under the  Certificate.
The Registrant is not aware of any threatened  litigation or proceeding that may
result in a claim for such  indemnification.  In addition,  the  Registrant  has
entered into indemnification agreements with each of its directors and officers,
pursuant to which the  Registrant  has agreed to indemnify  such  directors  and
officers to the fullest extent permitted by the DGCL.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.



                                        3
<PAGE>


ITEM 8.   EXHIBITS.
          --------

        The following exhibits are filed as part of this Registration Statement:

Exhibit No.       Description
----------        -----------
4.1               Reference is made to Registrant's Registration Statement on
                  Form 8-A (File No. 000-26841), which is incorporated herein
                  by reference pursuant to Item 3(c) of this Registration
                  Statement.

5                 Opinion of Cahill Gordon & Reindel LLP.
23.1              Consent of Ernst & Young LLP, Independent Registered Public
                  Accounting Firm
23.2              Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5)
24.1              Powers of Attorney authorizing execution of Registration
                  Statement on Form S-8 on behalf of certain directors of
                  Registrant (included on signature pages to the Registration
                  Statement).
99.1              1-800-FLOWERS.COM, Inc. 2003 Long Term Incentive and Share
                  Award Plan


ITEM 9.   UNDERTAKINGS.
          ------------

(a)       The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3)of the
               Securities Act;

               (ii) to reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent  a fundamental change in the
               information set forth in this Registration Statement; and

               (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

          provided, however, that clauses (1)(i) and (1)(ii) shall not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports
          filed by the Registrant pursuant to Section 13 or Section 15(d) of
          the Exchange Act that are incorporated by reference into this
          Registration Statement;

                                       4
<PAGE>

          (2) That for the purpose of determining any liability under the
          Securities Act each such post-effective amendment shall be deemed
          to be a new registration statement relating to the securities
          offered therein and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the Registrant's 2003 Long Term
          Incentive and Share Award Plan.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the  indemnification  provisions  summarized in Item 6 or otherwise,
the  Registrant  has  been  advised  that,  in  the  opinion  of the  SEC,  such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5

<PAGE>


                                   SIGNATURES


                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the State of New York, on this 30th day of September, 2004.


                                        1-800-FLOWERS.COM, INC.

                                        By:   /s/ James F. McCann
                                              ------------------------------
                                              Name:  James F. McCann
                                              Title: Chief Executive Officer
                                              Chairman of the Board of Directors

                                       6

<PAGE>


     Each  person  whose  signature  appears  below in so  signing  also  makes,
constitutes  and appoints  James F. McCann and William E. Shea, and each of them
acting  alone,  his  true  and  lawful  attorney-in-fact,  with  full  power  of
substitution, for him in any and all amendments and post-effective amendments to
this  registration  statement,  and any registration  statement or statements on
Form S-8 to be filed  with the  Securities  and  Exchange  Commission  under the
Securities  Act of 1933,  as amended,  with  respect to shares of Class A Common
Stock of the Company to be issued under the  1-800-Flowers.com,  Inc.  2003 Long
Term  Incentive  and  Share  Award  Plan,  and to file the same  (including  any
amendments  to  such  registration  statement  and any  additional  registration
statements  filed  in  accordance  with  General  Instruction  E to Form  S-8 to
register  additional  securities),  and all post-effective  amendments  thereto,
together with  exhibits to any such  registration  statements or amendments  and
other  documents in connection  therewith,  and hereby ratifies and confirms all
that said attorney-in-fact or said attorney-in-fact's  substitute or substitutes
may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed as of  September  30, 2004 by the
following persons in the capacities indicated.

Dated:   September 30, 2004             By:    /s/ James F. McCann
                                                   -------------------
                                                   James F. McCann
                                                   Chief Executive Officer
                                                   Chairman of the Board

Dated:   September 30, 2004             By:    /s/ William E. Shea
                                                   -------------------
                                                   Senior Vice President Finance
                                                   and Administration

Dated:   September 30, 2004             By:    /s/ Christopher G. McCann
                                                   -------------------------
                                                   Christopher G. McCann
                                                   Director
                                                   President

Dated:   September 30, 2004             By:    /s/ John J. Conefry, Jr.
                                                   ------------------------
                                                   John J. Conefry, Jr.
                                                   Director

Dated:   September 30, 2004             By:    /s/ Leonard J. Elmore
                                                   ---------------------
                                                   Leonard J. Elmore
                                                   Director

Dated:   September 30, 2004             By:    /s/ T. Guy Minetti
                                                   ------------------
                                                   T. Guy Minetti
                                                   Director
                                                   Vice Chairman

Dated:   September 30, 2004             By:    /s/ Kevin J. O'Connor
                                                   ---------------------
                                                   Kevin J. O'Connor
                                                   Director

Dated:   September 30, 2004             By:    /s/ Mary Lou Quinlan
                                                   --------------------
                                                   Mary Lou Quinlan
                                                   Director

Dated:   September 30, 2004             By:    /s/ Jeffrey C. Walker
                                                   ---------------------
                                                   Jeffrey C. Walker
                                                   Director

                                       7
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.      Description

4.1              Reference is made to Registrant's Registration Statement on
                 Form 8-A (File No. 000-26841), which is incorporated herein by
                 reference pursuant to Item 3(c) of this Registration Statement.

5                Opinion of Cahill Gordon & Reindel LLP.
23.1             Consent of Ernst & Young LLP, Independent Registered Public
                 Accounting Firm
23.2             Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5)
24.1             Powers of Attorney authorizing execution of Registration
                 Statement on Form S-8 on behalf of certain directors of
                 Registrant (included on signature pages to the Registration
                 Statement).
99.1             1-800-FLOWERS.COM, Inc. 2003 Long Term Incentive and Share
                 Award Plan



                                       8
[{"type": "S-8", "sequence": "1", "filename": "seight.txt", "secsgml_size_bytes": 21273}]
{"company-data": {"conformed-name": "1 800 FLOWERS COM INC", "cik": "0001084869", "assigned-sic": "5990", "irs-number": "113117311", "state-of-incorporation": "DE", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119999", "film-number": "041099562"}, "business-address": {"street1": "1600 STEWART AVE", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5162376000"}, "mail-address": {"street1": "1600 STEWART AVE", "city": "WESTBURY", "state": "NY", "zip": "11590"}}
As filed with the Securities and Exchange Commission on October 27, 2004
                                                          Registration No. 333-
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------

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

        Delaware                                             11-3117311
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)
      1600 Stewart Avenue
      Westbury, New York                                        11590
(Address of principal executive offices)                      (Zip Code)

                             1-800-FLOWERS.COM. Inc.
                          2003 Long Term Incentive and
                                Share Award Plan

                                 James F. McCann
                             1-800-Flowers.com, Inc.
                               1600 Stewart Avenue
                            Westbury, New York 11590
                     (Name and address of agent for service)
                                 (516) 237-6000
          (Telephone number, including area code, of agent for service)
                         ------------------------------
                                    copy to:
                            William M. Hartnett, Esq.
                           Cahill Gordon & Reindel LLP
                                 80 Pine Street
                            New York, New York 10005
                                 (212) 701-3000
                         ------------------------------

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be     Amount to be        Proposed Maximum           Proposed Maximum               Amount of
      Registered (1)            Registered      Offering Price Per Share    Aggregate Offering Price (2)  Registration Fee
                                                            (2)                                                 (2)

2003 Long Term Incentive      7,500,000 shares              N/A                        N/A                      N/A
  and Share Award Plan

Class A Common Stock,         7,500,000 shares              $8.11                 $ 60,825,000                $7,706.53
  par value $.01 per share
(1)    Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
       Registration Statement covers any additional securities to be offered or
       issued from stock splits, stock dividends or similar transactions.

(2)    Computed in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended, by averaging the high and low sales prices of the
       Registrant's common stock reported on the Nasdaq National Market for
       October 25, 2004.

                                       1
EXPLANATORY NOTE

     1-800-Flowers.com,  Inc.  ("1-800-Flowers.com"  or  the  "Registrant")  has
prepared this Registration Statement in accordance with the requirements of Form
S-8 under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  to
register  7,500,000 shares of Class A Common Stock authorized for issuance under
the  Registrant's  2003 Long Term  Incentive  and Share  Award  Plan (the  "2003
Plan").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   DOCUMENTS INCORPORATED BY REFERENCE.
          -----------------------------------

     The  following  documents  have  been  filed  by the  Registrant  with  the
Securities  and  Exchange   Commission   (the   "Commission")   and  are  hereby
incorporated by reference in this Registration Statement:

     (a) The  Registrant's  annual report on Form 10-K for the fiscal year ended
June 27, 2004, filed with the Commission on September 9, 2004;

     (b) The Registrant's current report on Form 8-K dated August 5, 2004, filed
with the Commission on August 10, 2004; and

     (c) The description of the  Registrant's  Class A Common Stock contained in
the Registrant's Registration Statement No. 000-26841 on Form 8-A filed with the
Commission  on July 27, 1999 pursuant to Section 12 of the  Securities  Exchange
Act of 1934, as amended (the  "Exchange  Act"),  in which there is described the
terms,  rights and  provisions  applicable  to the  Registrant's  Class A Common
Stock,  and any  amendment  or report  filed for the  purpose of  updating  such
description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document  incorporated  or deemed to be  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

          Not applicable.

                                       2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's  Amended and Restated  Certificate of  Incorporation  (the
"Certificate") provides that the liability of a director of the Registrant shall
be eliminated or limited to the fullest extent permitted by the Delaware General
Corporation  Law (the "DGCL").  Under the DGCL,  the directors  have a fiduciary
duty  to the  Registrant  which  is not  eliminated  by  this  provision  of the
Certificate  and,  in  appropriate  circumstances,  equitable  remedies  such as
injunctive  or other forms of  non-monetary  relief will  remain  available.  In
addition,  each director will continue to be subject to liability under the DGCL
for breach of the  director's  duty of loyalty  to the  Registrant,  for acts or
omissions which are found by a court of competent jurisdiction to be not in good
faith or involving  intentional  misconduct,  for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
DGCL. This provision also does not affect the directors'  responsibilities under
any  other  laws,  such as the  Federal  securities  laws or  state  or  Federal
environmental  laws.  The Registrant  has obtained  liability  insurance for its
officers and directors.

     Section 145 of the DGCL empowers a  corporation  to indemnify its directors
and officers and to purchase  insurance with respect to liability arising out of
their  capacity  or  status as  directors  and  officers,  provided  that  these
provisions shall not eliminate or limit the liability of a director: (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing violation of law, (iii) arising under Section 174 of the
DGCL, or (iv) for any  transaction  from which the director  derived an improper
personal benefit.  The DGCL provides further that the indemnification  permitted
thereunder  shall  not be  deemed  exclusive  of any  other  rights to which the
directors  and  officers may be entitled  under the  corporation's  bylaws,  any
agreement,  vote of  stockholders or otherwise.  The Certificate  eliminates the
personal  liability  of  directors  to the fullest  extent  permitted by Section
102(b)(7) of the DGCL and provides that the Registrant shall fully indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal,  administrative  or  investigative)  by  reason  of the fact that such
person is or was a director or officer of the  Registrant,  or is or was serving
at  the  request  of  the  Registrant  as  a  director  or  officer  of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  against expenses (including attorney's fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action, suit or proceeding. At present, there is no pending
litigation or proceeding involving any director,  officer,  employee or agent as
to which  indemnification  will be required or permitted under the  Certificate.
The Registrant is not aware of any threatened  litigation or proceeding that may
result in a claim for such  indemnification.  In addition,  the  Registrant  has
entered into indemnification agreements with each of its directors and officers,
pursuant to which the  Registrant  has agreed to indemnify  such  directors  and
officers to the fullest extent permitted by the DGCL.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

                                        3
ITEM 8.   EXHIBITS.
          --------

        The following exhibits are filed as part of this Registration Statement:

Exhibit No.       Description
----------        -----------
4.1               Reference is made to Registrant's Registration Statement on
                  Form 8-A (File No. 000-26841), which is incorporated herein
                  by reference pursuant to Item 3(c) of this Registration
                  Statement.

5                 Opinion of Cahill Gordon & Reindel LLP.
23.1              Consent of Ernst & Young LLP, Independent Registered Public
                  Accounting Firm
23.2              Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5)
24.1              Powers of Attorney authorizing execution of Registration
                  Statement on Form S-8 on behalf of certain directors of
                  Registrant (included on signature pages to the Registration
                  Statement).
99.1              1-800-FLOWERS.COM, Inc. 2003 Long Term Incentive and Share
                  Award Plan

ITEM 9.   UNDERTAKINGS.
          ------------

(a)       The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3)of the
               Securities Act;

               (ii) to reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent  a fundamental change in the
               information set forth in this Registration Statement; and

               (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

          provided, however, that clauses (1)(i) and (1)(ii) shall not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports
          filed by the Registrant pursuant to Section 13 or Section 15(d) of
          the Exchange Act that are incorporated by reference into this
          Registration Statement;

                                       4
(2) That for the purpose of determining any liability under the
          Securities Act each such post-effective amendment shall be deemed
          to be a new registration statement relating to the securities
          offered therein and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the Registrant's 2003 Long Term
          Incentive and Share Award Plan.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the  indemnification  provisions  summarized in Item 6 or otherwise,
the  Registrant  has  been  advised  that,  in  the  opinion  of the  SEC,  such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the State of New York, on this 30th day of September, 2004.

                                        1-800-FLOWERS.COM, INC.

                                        By:   /s/ James F. McCann
                                              ------------------------------
                                              Name:  James F. McCann
                                              Title: Chief Executive Officer
                                              Chairman of the Board of Directors

                                       6
Each  person  whose  signature  appears  below in so  signing  also  makes,
constitutes  and appoints  James F. McCann and William E. Shea, and each of them
acting  alone,  his  true  and  lawful  attorney-in-fact,  with  full  power  of
substitution, for him in any and all amendments and post-effective amendments to
this  registration  statement,  and any registration  statement or statements on
Form S-8 to be filed  with the  Securities  and  Exchange  Commission  under the
Securities  Act of 1933,  as amended,  with  respect to shares of Class A Common
Stock of the Company to be issued under the  1-800-Flowers.com,  Inc.  2003 Long
Term  Incentive  and  Share  Award  Plan,  and to file the same  (including  any
amendments  to  such  registration  statement  and any  additional  registration
statements  filed  in  accordance  with  General  Instruction  E to Form  S-8 to
register  additional  securities),  and all post-effective  amendments  thereto,
together with  exhibits to any such  registration  statements or amendments  and
other  documents in connection  therewith,  and hereby ratifies and confirms all
that said attorney-in-fact or said attorney-in-fact's  substitute or substitutes
may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed as of  September  30, 2004 by the
following persons in the capacities indicated.

Dated:   September 30, 2004             By:    /s/ James F. McCann
                                                   -------------------
                                                   James F. McCann
                                                   Chief Executive Officer
                                                   Chairman of the Board

Dated:   September 30, 2004             By:    /s/ William E. Shea
                                                   -------------------
                                                   Senior Vice President Finance
                                                   and Administration

Dated:   September 30, 2004             By:    /s/ Christopher G. McCann
                                                   -------------------------
                                                   Christopher G. McCann
                                                   Director
                                                   President

Dated:   September 30, 2004             By:    /s/ John J. Conefry, Jr.
                                                   ------------------------
                                                   John J. Conefry, Jr.
                                                   Director

Dated:   September 30, 2004             By:    /s/ Leonard J. Elmore
                                                   ---------------------
                                                   Leonard J. Elmore
                                                   Director

Dated:   September 30, 2004             By:    /s/ T. Guy Minetti
                                                   ------------------
                                                   T. Guy Minetti
                                                   Director
                                                   Vice Chairman

Dated:   September 30, 2004             By:    /s/ Kevin J. O'Connor
                                                   ---------------------
                                                   Kevin J. O'Connor
                                                   Director

Dated:   September 30, 2004             By:    /s/ Mary Lou Quinlan
                                                   --------------------
                                                   Mary Lou Quinlan
                                                   Director

Dated:   September 30, 2004             By:    /s/ Jeffrey C. Walker
                                                   ---------------------
                                                   Jeffrey C. Walker
                                                   Director

                                       7
INDEX TO EXHIBITS

Exhibit No.      Description

4.1              Reference is made to Registrant's Registration Statement on
                 Form 8-A (File No. 000-26841), which is incorporated herein by
                 reference pursuant to Item 3(c) of this Registration Statement.

5                Opinion of Cahill Gordon & Reindel LLP.
23.1             Consent of Ernst & Young LLP, Independent Registered Public
                 Accounting Firm
23.2             Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5)
24.1             Powers of Attorney authorizing execution of Registration
                 Statement on Form S-8 on behalf of certain directors of
                 Registrant (included on signature pages to the Registration
                 Statement).
99.1             1-800-FLOWERS.COM, Inc. 2003 Long Term Incentive and Share
                 Award Plan

                                       8