UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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) March 11, 2005

                             1-800-FLOWERS.COM, INC.

             (Exact name of registrant as specified in its charter)



          Delaware                    0-26841                       11-3117311
(State of incorporation)      (Commission File Number)         (IRS Employer 
                                                             Identification No.)



               1600 Stewart Avenue                  11590
                  Westbury, NY
    (Address of principal executive offices)     (Zip Code)


                                 (516) 237-6000

              (Registrant's telephone number, including area code)

                                       N/A

          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of the
following provisions:


     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
     (17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 OTHER EVENTS

     1-800-FLOWERS.COM,  INC.  today  announced  that it has signed a definitive
     merger agreement (the  "Agreement")  under which it will acquire all of the
     stock of Cheryl & Co. in an all-cash  purchase valued at approximately  $40
     million.  The  Agreement  is  subject  to a  final  vote  of  Cheryl  & Co.
     shareholders  and is expected to close by March 31, 2005. In Cheryl & Co.'s
     fiscal year 2004 (ended January 2005),  Cheryl & Co.  recorded  revenues of
     approximately $33 million and EBITDA of approximately $4.9 million.

Item 9.01. Financial Statements and Exhibits.


     (c) Exhibits


The following exhibits are furnished with this Form 8-K:


99.1 Press Release dated March 11, 2005: 1-800-FLOWERS.COM, Inc.
To Acquire Cheryl & Co., A Leading Multi-Channel Retailer
of Cookies and Other Baked Goods.


                                    SIGNATURE

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.

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



Date: March 11, 2005