SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event Reported):
                                   May 6, 2002

                             1-800-FLOWERS.COM, INC.
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             (Exact Name of Registrant as Specified in its Charter)

                           Delaware 0-26841 11-3117311
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            (State or Other Jurisdiction of (Commission File Number)
             (I.R.S. Employer Identification Incorporation) Number)

                               1600 Stewart Avenue
                            Westbury, New York 11590
                                 (516) 237-6000
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             (Addresses, including zip code, and telephone numbers,
              including area code, of principal executive offices)


ITEM 5.  OTHER  EVENTS.  Terms of the  acquisition  of The  Popcorn  Factory  by
1-800-FLOWERS.COM   ("the   Company")   include  a  total   purchase   price  of
approximately  $12.2  million  comprised  of $7.3  million to retire The Popcorn
Factory's  outstanding  debt and 353,003  shares of  1-800-FLOWERS.COM's  common
stock  issued  to  The  Popcorn  Factory's  former  shareholders.   Due  to  the
seasonality  of The  Popcorn  Factory's  business - in which a  majority  of its
revenues  come in the calendar  fourth  quarter  (the  Company's  fiscal  second
quarter) - the Company anticipates  incurring a loss of approximately $1 million
on an EBITDA basis (earnings before income tax,  depreciation and  amortization)
during its fiscal fourth quarter  ending June 30, 2002. The Company  anticipates
that,  during its fiscal 2003 year beginning  July 1, 2002, The Popcorn  Factory
will  contribute  revenues of  approximately  $30 million and positive EBITDA of
approximately $2.4 million.
















ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

Designation                     Description of Exhibit
99.1                            Press release, dated May 6, 2002

                                   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 hereunto duly authorized.

                                             1-800-FLOWERS.COM, INC.


DATE:  May 6, 2002                           By: /s/ William E. Shea
                                                    -------------------
                                             William E.Shea
                                             Chief Financial Officer
                                             Senior Vice-President-Finance
                                             and Administration





                                INDEX TO EXHIBITS

       Exhibit          Description

         99.1           Text of press release May 6, 2002