January 12, 2008
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
RE: Amended Schedule 13G
1-800-Flowers.Com, Inc.
As of December 31, 2008
Gentlemen:
In accordance with Section 13(d)(5) of the Securities Exchange Act of 1934,
attached please find a copy of an amended Schedule 13G for the above named
company showing a decrease in beneficial ownership to less than 5% as of
December 31, 2008 filed on behalf of Eagle Boston Investment Management.
Very truly yours,
Damian Sousa
Chief Compliance Officer
DS:gh
Enclosures
cc: Office of the Corporate Secretary
1-800-Flowers.Com, Inc.
One Old Country Road
Suite 500
Carle Place, NY 11514
Securities Division
NASD Financial Center
33 Whitehall Street
New York, NY 10004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
1-800-Flowers.Com, Inc.
(Name of Issuer)
Common Stock $0.01 par value per share
(Title of Class of Securities)
68243Q106
(CUSIP Number)
Check the following box if a fee is being paid with this statement _____.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 5 Pages
CUSIP NO. 68243Q106 13G
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eagle Boston Investment Management 58-2372400
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)______
(B)______
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 902,428
BENEFICIALLY 6 SHARED VOTING POWER
OWNED - - -
AS OF
DECEMBER 31, 2008 7 SOLE DISPOSITIVE POWER
BY EACH 902,428
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH - - -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
902,428
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS RPRESENTED BY AMOUNT IN ROW 9
3.38%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
Item 1(a) Name of Issuer:
1-800-Flowers.Com, Inc.
Item 1(b) Address of Issuer's Principal Executing Offices:
One Old Country Road
Suite 500
Carle Place, NY 11514
Item 2(a) Name of Person Filing:
Eagle Boston Investment Management.
Item 2(b) Address of Principal Business Office:
4 Liberty Square
Boston, MA 02109
Item 2(c) Citizenship:
Florida
Item 2(d) Title of Class of Securities:
Common Stock - $0.01 par value per share
Item 2(e) CUSIP Number:
68243Q106
Item 3 Type of Reporting Person:
(e) Investment Adviser registered under Section 203 of the
Investment Advisors Act of 1940
Page 3 of 5 Pages
Item 4 Ownership as of December 31, 2008:
(a) Amount Beneficially Owned:
902,428 shares of common stock beneficially owned
including:
No. of Shares
Eagle Boston Investment
Management 902,428
(b) Percent of Class: 3.38%
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed
Deemed Deemed to have to have
to have to have Sole Power Shared Power
Sole Power Shared Power to Dispose to Dispose
to Vote or to Vote or or to or to
to Direct to Direct Direct the Direct the
to Vote to Vote Disposition Disposition
902,428 ---- 902,428 ----
Awad Asset
Management, Inc.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following.
( _X_ )
Item 6 Ownership of More than Five Percent on Behalf of another Person:
N/A
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
N/A
Page 4 of 5 Pages
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification:
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true
complete and correct.
Date: January 12, 2008 EAGLE BOSTON INVESTMENT MANAGEMENT
__________________________________
Damian Sousa
Vice President
Chief Compliance Officer
Page 5 of 5 Pages