As filed with the Securities and Exchange Commission on January 30, 2001
                           Registration No. 333-78985

                       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
         (State or other jurisdiction of incorporation or organization)
                                   11-3117311
                                  (IRS Employer
                              Identification No.)
                               1600 Stewart Avenue
                            Westbury, New York 11590
              (Address of principal executive offices) (Zip Code)
                            1-800-FLOWERS.COM, INC.
                      2001 Employee Stock Purchase Plan and
                            1999 Stock Incentive Plan
                            (Full title of the Plan)

                                 James F. McCann
                             Chief Executive Officer
 Chairman of the Board of Directors 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)



CALCULATION OF REGISTRATION FEE
                                          Proposed
                                          Maximum      Proposed
                                          Offering     Maximum       Amount of
 Title of Securities to   Amount to be    Price per    Aggregate    Registration
     be Registered        Registered<F1>    Share    Offering Price      Fee
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                              <C>         <C>          <C>           <C>
2001 Employee Stock
Purchase Plan Rights
to purchase Common Stock   $1,300,000          N/A           N/A          N/A

Common Stock, $0.01        $1,300,000<F2>    $5.50<F2>    $7,150,000   $1,787.50
par value

1999 Stock Incentive
Plan Rights to purchase
Common Stock               $3,777,787           N/A           N/A           N/A

Common Stock, $0.01        $3,777,787<F2>    $5.50<F2>    $20,777,829  $5,194.46
par value

<FN>
<F1>
(1)This Registration  Statement shall also cover any additional shares of common
stock which become issuable under the 2001 Employee Stock Purchase Plan and 1999
Stock  Incentive   Plan,  by  reason  of  any  stock   dividend,   stock  split,
recapitalization  or other similar  transaction  effected without the receipt of
consideration  which  results in an  increase  in the number of the  outstanding
shares of common stock of 1-800-FLOWERS.COM, Inc.
</FN>
<FN>
<F2>
(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
Securities Act of 1933, as amended,  on the basis of the average of the high and
low price per share of common  stock of  1-800-FLOWERS.COM,  INC. as reported on
the Nasdaq National Market on January 26, 2001.
</FN>
</TABLE>




                                    PART II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

1-800-FLOWERS.COM, INC. (the "Registrant") hereby incorporates by reference into
this Registration  Statement the following  documents  previously filed with the
Securities and Exchange  Commission  (the "SEC"):

(a) The  Registrant's  Annual  Report filed October 2, 2000 on Form 10-K for the
fiscal year ended July 2, 2000;

(b) The  Registrant's  Quarterly Report filed November 15, 2000 on Form 10-Q for
the fiscal quarter ended October 1, 2000; and

(c) The Registrant's Registration Statement No. 000-26841 on Form 8-A filed with
the SEC on July 27, 1999,  pursuant to Section 12 of the Securities Exchange Act
of 1934,  as amended  (the "1934 Act"),  in which there is described  the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.

All reports and  definitive  proxy or information  statements  filed pursuant to
Section  13(a),  13(c),  14 or  15(d) of the  1934  Act  after  the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of 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  subsequently  filed
document which also 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 4. Description of Securities Not Applicable.

Item 5. Interests of Named Experts and Counsel Not Applicable.

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  this
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,  a 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.

Item 8. Exhibits

Exhibit 4
Instrument  Defining  Rights of  Stockholders.  Reference  is made to
Registrant's  Registration  Statement  No.  000-26841  on  Form  8-A,  which  is
incorporated  herein by  reference  pursuant  to Item 3(c) of this  Registration
Statement.

Exhibit 5
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
 LLP

Exhibit 10
1-800-FLOWERS.COM, Inc. 2001 Employee Stock Purchase Plan

Exhibit 23.1
Consent of Independent Auditors.

Exhibit 23.2
Consent of Gunderson  Dettmer  Stough  Villeneuve  Franklin & Hachigian,  LLP is
contained in Exhibit 5.

Exhibit 24
Power  of  Attorney.  Reference  is  made to  page  II-4  of  this  Registration
Statement.

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 1933 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 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 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 2001
Employee Stock Purchase Plan and 1999 Stock Incentive Plan.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining   any  liability  under  the  1933  Act,  each  filing  of  the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the 1934 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 1933 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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                   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 City of Westbury, State of New York on this 30th day of
January, 2001.

                          1-800-FLOWERS.COM, INC.

                         By: /s/ James F. McCann
                                 James F. McCann
                      Chairman and Chief Executive Officer


                               POWER OF ATTORNEY
                      KNOW ALL PERSONS BY THESE PRESENTS:
That the  undersigned  officers  and  directors  of  1-800-FLOWERS.COM,  Inc,  a
Delaware  corporation,  do hereby  constitute  and  appoint  James F. McCann and
William E. Shea,  and either of them,  the lawful  attorneys-in-fact  and agents
with full power and  authority  to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulations  or  requirements  of the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney as of the date indicated.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


Signature                          Title                         Date

/s/ James F. McCann      Chairman and Chief Executive Officer   January 30, 2001
    James F. McCann      (Principal Executive Officer)


/s/ William E. Shea      Senior Vice President of Finance       January 30, 2001
    William E. Shea      and Administration (Principal
                         Financial and Accounting Officer)

/s/ Jeffrey C. Walker         Director                          January 30, 2001
    Jeffrey C. Walker


/s/ Kevin O'Connor            Director                          January 30, 2001
    Kevin O'Connor

/s/ Lawrence V. Calcano       Director                          January 30, 2001
    Lawrence V. Calcano

/s/ Christopher G. McCann     Director and President            January 30, 2001
    Christopher G. McCann

/s/  T. Guy Minetti           Senior Vice President -
     T. Guy Minetti           Corporate Development             January 30, 2001
                              and Director

/s/  David Beirne             Director                          January 30, 2001
     David Beirne

/s/  Charles R. Lax           Director                          January 30, 2001
     Charles R. Lax




                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    EXHIBITS
                                       TO
                                    FORM S-8
                                     UNDER
                             SECURITIES ACT OF 1933
                            1-800-FLOWERS.COM, INC.

                                 EXHIBIT INDEX

Exhibit Number 4
Instrument Defining Rights of Stockholders.  Reference is made to Registrant's
Registration Statement No. 000-26841 on Form 8-A, which is incorporated herein
by reference pursuant to Item 3(b) of this Registration Statement.

Exhibit 5
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP

Exhibit 10
1-800-FLOWERS.COM, Inc. 2001 Employee Stock Purchase Plan

Exhibit 23.1
Consent of Independent Auditors.

Exhibit 23.2
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
is contained in Exhibit 5.

Exhibit 24
Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2001 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 18339}]
{"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": "333-54590", "film-number": "1518804"}, "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 January 30, 2001
                           Registration No. 333-78985

                       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
         (State or other jurisdiction of incorporation or organization)
                                   11-3117311
                                  (IRS Employer
                              Identification No.)
                               1600 Stewart Avenue
                            Westbury, New York 11590
              (Address of principal executive offices) (Zip Code)
                            1-800-FLOWERS.COM, INC.
                      2001 Employee Stock Purchase Plan and
                            1999 Stock Incentive Plan
                            (Full title of the Plan)

                                 James F. McCann
                             Chief Executive Officer
 Chairman of the Board of Directors 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)

CALCULATION OF REGISTRATION FEE
                                          Proposed
                                          Maximum      Proposed
                                          Offering     Maximum       Amount of
 Title of Securities to   Amount to be    Price per    Aggregate    Registration
     be Registered        Registered
Share    Offering Price      Fee
--------------------------------------------------------------------------------
2001 Employee Stock
Purchase Plan Rights
to purchase Common Stock   $1,300,000          N/A           N/A          N/A

Common Stock, $0.01        $1,300,000
$5.50
$7,150,000   $1,787.50
par value

1999 Stock Incentive
Plan Rights to purchase
Common Stock               $3,777,787           N/A           N/A           N/A

Common Stock, $0.01        $3,777,787
$5.50
$20,777,829  $5,194.46
par value
(1)This Registration  Statement shall also cover any additional shares of common
stock which become issuable under the 2001 Employee Stock Purchase Plan and 1999
Stock  Incentive   Plan,  by  reason  of  any  stock   dividend,   stock  split,
recapitalization  or other similar  transaction  effected without the receipt of
consideration  which  results in an  increase  in the number of the  outstanding
shares of common stock of 1-800-FLOWERS.COM, Inc.
(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
Securities Act of 1933, as amended,  on the basis of the average of the high and
low price per share of common  stock of  1-800-FLOWERS.COM,  INC. as reported on
the Nasdaq National Market on January 26, 2001.
PART II
               Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

1-800-FLOWERS.COM, INC. (the "Registrant") hereby incorporates by reference into
this Registration  Statement the following  documents  previously filed with the
Securities and Exchange  Commission  (the "SEC"):

(a) The  Registrant's  Annual  Report filed October 2, 2000 on Form 10-K for the
fiscal year ended July 2, 2000;

(b) The  Registrant's  Quarterly Report filed November 15, 2000 on Form 10-Q for
the fiscal quarter ended October 1, 2000; and

(c) The Registrant's Registration Statement No. 000-26841 on Form 8-A filed with
the SEC on July 27, 1999,  pursuant to Section 12 of the Securities Exchange Act
of 1934,  as amended  (the "1934 Act"),  in which there is described  the terms,
rights and provisions applicable to the Registrant's outstanding Common Stock.

All reports and  definitive  proxy or information  statements  filed pursuant to
Section  13(a),  13(c),  14 or  15(d) of the  1934  Act  after  the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of 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  subsequently  filed
document which also 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 4. Description of Securities Not Applicable.

Item 5. Interests of Named Experts and Counsel Not Applicable.

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  this
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,  a 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.

Item 8. Exhibits

Exhibit 4
Instrument  Defining  Rights of  Stockholders.  Reference  is made to
Registrant's  Registration  Statement  No.  000-26841  on  Form  8-A,  which  is
incorporated  herein by  reference  pursuant  to Item 3(c) of this  Registration
Statement.

Exhibit 5
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
 LLP

Exhibit 10
1-800-FLOWERS.COM, Inc. 2001 Employee Stock Purchase Plan

Exhibit 23.1
Consent of Independent Auditors.

Exhibit 23.2
Consent of Gunderson  Dettmer  Stough  Villeneuve  Franklin & Hachigian,  LLP is
contained in Exhibit 5.

Exhibit 24
Power  of  Attorney.  Reference  is  made to  page  II-4  of  this  Registration
Statement.

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 1933 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 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 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 2001
Employee Stock Purchase Plan and 1999 Stock Incentive Plan.

B.   The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining   any  liability  under  the  1933  Act,  each  filing  of  the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the 1934 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 1933 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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                   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 City of Westbury, State of New York on this 30th day of
January, 2001.

                          1-800-FLOWERS.COM, INC.

                         By: /s/ James F. McCann
                                 James F. McCann
                      Chairman and Chief Executive Officer

                               POWER OF ATTORNEY
                      KNOW ALL PERSONS BY THESE PRESENTS:
That the  undersigned  officers  and  directors  of  1-800-FLOWERS.COM,  Inc,  a
Delaware  corporation,  do hereby  constitute  and  appoint  James F. McCann and
William E. Shea,  and either of them,  the lawful  attorneys-in-fact  and agents
with full power and  authority  to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine  may be necessary or advisable or required to enable said  corporation
to  comply  with  the  Securities  Act of 1933,  as  amended,  and any  rules or
regulations  or  requirements  of the  Securities  and  Exchange  Commission  in
connection with this Registration Statement.  Without limiting the generality of
the foregoing  power and  authority,  the powers  granted  include the power and
authority to sign the names of the  undersigned  officers  and  directors in the
capacities  indicated  below  to  this  Registration  Statement,  to any and all
amendments,  both  pre-effective  and  post-effective,  and  supplements to this
Registration  Statement,  and to any and all  instruments or documents  filed as
part of or in  conjunction  with this  Registration  Statement or  amendments or
supplements  thereof, and either of the undersigned hereby ratifies and confirms
all that said attorneys and agents,  or either one of them, shall do or cause to
be done by virtue  hereof.  This  Power of  Attorney  may be  signed in  several
counterparts.

IN WITNESS  WHEREOF,  each of the  undersigned  has executed this
Power of Attorney as of the date indicated.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                          Title                         Date

/s/ James F. McCann      Chairman and Chief Executive Officer   January 30, 2001
    James F. McCann      (Principal Executive Officer)

/s/ William E. Shea      Senior Vice President of Finance       January 30, 2001
    William E. Shea      and Administration (Principal
                         Financial and Accounting Officer)

/s/ Jeffrey C. Walker         Director                          January 30, 2001
    Jeffrey C. Walker

/s/ Kevin O'Connor            Director                          January 30, 2001
    Kevin O'Connor

/s/ Lawrence V. Calcano       Director                          January 30, 2001
    Lawrence V. Calcano

/s/ Christopher G. McCann     Director and President            January 30, 2001
    Christopher G. McCann

/s/  T. Guy Minetti           Senior Vice President -
     T. Guy Minetti           Corporate Development             January 30, 2001
                              and Director

/s/  David Beirne             Director                          January 30, 2001
     David Beirne

/s/  Charles R. Lax           Director                          January 30, 2001
     Charles R. Lax

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    EXHIBITS
                                       TO
                                    FORM S-8
                                     UNDER
                             SECURITIES ACT OF 1933
                            1-800-FLOWERS.COM, INC.

                                 EXHIBIT INDEX

Exhibit Number 4
Instrument Defining Rights of Stockholders.  Reference is made to Registrant's
Registration Statement No. 000-26841 on Form 8-A, which is incorporated herein
by reference pursuant to Item 3(b) of this Registration Statement.

Exhibit 5
Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP

Exhibit 10
1-800-FLOWERS.COM, Inc. 2001 Employee Stock Purchase Plan

Exhibit 23.1
Consent of Independent Auditors.

Exhibit 23.2
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
is contained in Exhibit 5.

Exhibit 24
Power of Attorney. Reference is made to page II-4 of this Registration
Statement.