SC 13G/A 1 flws7.txt January 28, 2011 Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549 RE: Amended Schedule 13G 1-800-Flowers.Com, Inc. As of December 31, 2010 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 change of beneficial ownership greater than 1% as of December 31, 2010 filed on behalf of Eagle Boston Investment Management. Very truly yours, Damian Sousa Chief Compliance Officer DS:aw 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. 7)* 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 1,827,904 BENEFICIALLY 6 SHARED VOTING POWER OWNED - - - AS OF DECEMBER 31, 2010 7 SOLE DISPOSITIVE POWER BY EACH 1,827,904 REPORTING 8 SHARED DISPOSITIVE POWER PERSON WITH - - - 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,827,904 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS RPRESENTED BY AMOUNT IN ROW 9 6.74% 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, 2010: (a) Amount Beneficially Owned: 1,827,904 shares of common stock beneficially owned including: No. of Shares Eagle Boston Investment Management 1,827,904 (b) Percent of Class: 6.74% (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 1,827,904 ---- 1,827,904 ---- 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. ( __ ) 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 28, 2011 EAGLE BOSTON INVESTMENT MANAGEMENT __________________________________ Damian Sousa Vice President Chief Compliance Officer Page 5 of 5 Pages