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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0001116502-01-000102.txt : 20010205
+<SEC-HEADER>0001116502-01-000102.hdr.sgml : 20010205
+ACCESSION NUMBER:		0001116502-01-000102
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000831
+FILED AS OF DATE:		20010131
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			GERALD STEVENS INC/
+		CENTRAL INDEX KEY:			0000037525
+		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
+		IRS NUMBER:				650971499
+		STATE OF INCORPORATION:			FL
+		FISCAL YEAR END:			0831
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-05531
+		FILM NUMBER:		1519628
+
+	BUSINESS ADDRESS:	
+		STREET 1:		PO BOX 350526
+		CITY:			FT LAUDERDALE
+		STATE:			FL
+		ZIP:			33335-0526
+		BUSINESS PHONE:		9547135000
+
+	MAIL ADDRESS:	
+		STREET 1:		301 EAST LAS OLAS BLVD
+		STREET 2:		SUITE 300
+		CITY:			FT LAUDERDALE
+		STATE:			FL
+		ZIP:			33301
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	FLORAFAX INTERNATIONAL INC
+		DATE OF NAME CHANGE:	19920703
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	SPOTTS FLORAFAX CORP
+		DATE OF NAME CHANGE:	19740924
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	SPOTTS CORP
+		DATE OF NAME CHANGE:	19671205
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>0001.txt
+<DESCRIPTION>ANNUAL REPORT
+<TEXT>
+
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                             WASHINGTON, D.C. 20549
+
+                               ------------------
+
+                                    FORM 10-K/A
+                                 Amendment No. 3
+                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
+
+                       THE SECURITIES EXCHANGE ACT OF 1934
+
+For the fiscal year ended August 31, 2000       Commission file number 000-05531
+
+                              GERALD STEVENS, INC.
+
+ Incorporated under the Laws of the       I.R.S. Employer Identification No.
+          State of Florida                           65-0971499
+
+               P.O. Box 350526, Ft. Lauderdale, Florida 33335-0526
+                                  954/627-1000
+
+           Securities registered pursuant to Section 12(b) of the Act:
+                                      None
+
+           Securities registered pursuant to Section 12(g) of the Act:
+                     Common Stock, par value $.01 per share
+                                (Title of class)
+
+     Indicate by check mark whether the registrant (1) has filed all reports
+required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
+1934 during the preceding 12 months and (2) has been subject to such filing
+requirements for the past 90 days. Yes X   No
+                                      ---
+
+     Indicate by check mark if disclosure of delinquent filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to the
+best of registrant's knowledge, in the Proxy Statement incorporated by reference
+in Part III of this Form 10-K or any amendment to this Form 10-K.  X
+                                                                  ---
+
+     The aggregate market value of Gerald Stevens, Inc. voting stock held by
+nonaffiliates was approximately $7.9 million on January 26, 2001.
+
+     On January 17, 2001, 9,838,404 shares of Gerald Stevens, Inc. Common
+Stock, par value $.01 per share, were outstanding.
+
+                       DOCUMENTS INCORPORATED BY REFERENCE
+
+                                      None
+
+<PAGE>
+
+
+                                Explanatory Note
+
+         This Amendment is being filed to amend the information called for by
+Item 13 of the Annual Report on Form 10-K of Gerald Stevens, Inc. for the year
+ended August 31, 2000.
+
+Item 13.  Certain Relationships and Related Transactions
+
+         In connection with our acquisition of Royer's Flower Shops, we assumed
+five leases between Royer's Flower Shops, as tenant, and Kenneth Royer and his
+spouse, as landlord; and we assumed two leases between Royer's Flower Shops, as
+tenant, and Gregory Royer and his spouse, as landlord. The leases are for retail
+flower shops we own and operate in central Pennsylvania. The aggregate annual
+rent payable by us for the leases is approximately $260,000 to Mr. and Mrs.
+Kenneth Royer and approximately $151,000 to Mr. and Mrs. Gregory Royer. We
+believe that each of the leases is on terms no less favorable than could be
+obtained from third parties for comparable retail space in the same markets.
+
+         In September 2000, we sold four properties to a company controlled by
+Mr. Berrard for aggregate consideration of $2.0 million. We simultaneously
+leased back one of such properties for a ten-year term at $115,000 per year plus
+annual adjustments based on the consumer price index. We believe the terms of
+these transactions are no less favorable than we could have obtained from third
+parties for comparable retail space in the same market. We also assigned to the
+purchaser company contracts with a third party to purchase three of the
+properties, and we agreed to continue to market the fourth property. We will
+receive any gain, and pay for any loss, resulting from any sale of the
+properties to a third party pursuant to any contract signed prior to December
+31, 2000 (including the contracts assigned to the purchaser company).
+
+         In connection with Amendment No. 3 to Amended and Restated Credit
+Agreement with our primary lender, we issued three-year warrants for 10% of our
+common stock on a diluted basis at an exercise price of $.01 per share. If we
+repay all borrowings under the credit agreement prior to June 30, 2001, 75% of
+the warrants will terminate, and if we repay all borrowings prior to December
+31, 2001, 50% of the warrants will terminate. Pursuant to a participation
+agreement, Messrs. Berrard, Hall and Hawkins were required to participate in
+$1.0 million of the $7.0 million working capital line provided by the Amendment
+and received a proportionate share of the warrants.
+
+
+                                       1
+
+
+<PAGE>
+
+                                   SIGNATURES
+
+         Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934, the registrant has duly caused this Report to be signed on
+its behalf by the undersigned, thereunto duly authorized.
+
+                                            GERALD STEVENS, INC.
+
+                                            By  /s/ W. Moor
+                                                -----------------------
+                                                   W. Moor
+                                            (Senior Vice President and
+                                             Chief Financial Officer)
+Date: January 30, 2001
+
+     Pursuant to the requirements of the Securities Exchange Act of 1934, this
+Amendment has been signed below by the following persons on behalf of the
+registrant and in the capacities indicated on January 30, 2001.
+
+
+    Signature                                         Title
+    ---------                                         -----
+ /s/ J. Hall                                 President, Chief Executive Officer
+                                             and Director
+                                             (Principal Executive Officer)
+
+ /s/ R. Johnson            }
+ /s/ R. Owades             }
+ /s/ K. Puttick            }                 Directors
+ /s/ K. Royer              }
+ /s/ A. Williams           }
+
+
+ /s/ W. Moor                                 Senior Vice President
+- --------------------                         (Principal Financial Officer)
+  (W. Moor)
+
+ /s/ E. Baker                                Vice President and Controller
+- -------------------                          (Principal Accounting Officer)
+  (E. Baker)
+
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----