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<CIK>0001084869
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<FISCAL-YEAR-END>0627
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<DESCRIPTION>1-800-FLOWERS.COM, INC. 8-K
<TEXT>

                                  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) August 10, 2006

                             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.)


                         One Old Country Road, Suite 500
                           Carle Place, New York 11514

               (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)


<PAGE>


Item 2.02  Results of Operations and Financial Condition

On August 10, 2006, 1-800-FLOWERS.COM, Inc. issued a press release announcing
its results of operations for the fourth quarter ended July 2, 2006. A copy of
the press release is included as Exhibit 99 and is incorporated herein by
reference.


Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

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

99.1 Press Release dated August 10, 2006.



                                    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: August 10, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5207648ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

       1-800-FLOWERS.COM(R) Reports Fiscal 2006 Fourth Quarter
                         And Full Year Results

    CARLE PLACE, N.Y.--(BUSINESS WIRE)--Aug. 10, 2006--
1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS):

    Fiscal 2006 Fourth Quarter Highlights:

    --  Total revenues increased by 13.4 percent, or $25 million, to
        $211.1 million.

    --  Online revenues grew 14.6 percent, or $15.9 million, to $124.4
        million.

    --  GAAP net income for the quarter was $1.0 million, or $0.02 per
        diluted share. Pro forma net income, excluding the effect of
        stock-based compensation, was $2.0 million, or $0.03 per
        share, compared with $3.9 million, or $0.06 per share, in the
        prior year period.

    Fiscal 2006 Full Year Highlights:

    --  Total revenues increased 16.6 percent, or $111.1 million, to
        $781.7 million.

    --  Online revenues grew 19.2 percent, or $69.4 million, to $430.3
        million.

    --  GAAP net income for the full year was $3.2 million, or $0.05
        per share. Pro forma net income, excluding the effect of
        stock-based compensation, was $6.4 million, or $0.10 per
        share, compared with $7.8 million, or $0.12 per share, in the
        prior year.

    1-800-FLOWERS.COM, Inc. (NASDAQ:FLWS), a leading florist and
multi-channel retailer of thoughtful gifts for all occasions, today
reported record revenues of $211.1 million for its fiscal fourth
quarter ended July 2, 2006, representing an increase of 13.4 percent
or $25 million, compared with revenues of $186.1 million in the
prior-year period. This growth was driven by online revenues, which
increased 14.6 percent, or $15.9 million, to $124.4 million while
telephonic revenues during the period increased slightly to $60.7
million. Also contributing to the revenue growth for the quarter was
the Company's retail and fulfillment operations, which increased 51
percent to $26.1 million attributed primarily to the acquisition of
Fannie May Confections Brands, Inc. and the continued growth of the
Bloomnet business.
    During the fiscal fourth quarter, the Company attracted 887,000
new customers, 70 percent of whom, or 624,000, came to the Company
online. These customers were attracted to the Company's market
leadership in the floral gift category with its "Your Florist of
Choice" marketing message, as well as its expanded specialty brands
businesses, including its growing food, wine and gift basket
offerings. More than two million customers placed orders during the
period of which 58 percent were repeat customers. This reflects the
Company's ongoing focus on deepening the relationships it has with its
existing customers through convenient multi-channel access as well as
the products and services that make it easier for them to connect with
the people who are important in their lives.
    During the quarter, gross margin was flat at 40 percent compared
with the prior-year period. Operating expenses for the period,
including the impact of stock-based compensation, increased 200 basis
points to 38.7 percent of total net revenues compared with 36.7
percent in the prior year period. The Company attributed the increase
to the aforementioned impact of stock-based compensation, higher
marketing spending and the operating losses associated with the
seasonality of the Company's recent acquisitions.
    As a result of these factors, adjusting to exclude the effect of
stock-based compensation, pro forma net income for the quarter was
$2.0 million or $0.03 per diluted share compared with $3.9 million or
$0.06 per share in the prior year period. The Company believes pro
forma earnings provide a meaningful measure of year-to-year period
comparative performance; however, its use and corresponding per share
results do not lessen the importance of comparable GAAP results. (A
table reconciling pro forma results to GAAP results is included in the
tables attached to this release.) Including the net effect of
stock-based compensation, the Company's GAAP net income for the
quarter was $1.0 million or $0.02 per share.

    Fiscal 2006 Full-Year Results

    Total revenues increased 16.6 percent, or $111.1 million, to
$781.7 million compared with $670.7 million in fiscal 2005. This
increase was driven primarily by online revenue growth of 19.2
percent, or $69.4 million, to $430.3 million compared with $360.9
million in the prior year. Telephonic revenues increased 6.1 percent
to $275.7 million compared with $259.9 million in the prior year. In
addition, revenues from the Company's retail and fulfillment
operations grew 51.9 percent to $75.7 million compared with $49.8
million in the prior year. This growth was attributed primarily to
contributions from the Company's recent acquisitions as well as
continued growth of its Bloomnet business.
    During the year, the Company attracted 3.6 million new customers
compared with 3.3 million in fiscal 2005. The Company also continued
to deepen its relationships with its more than 25 million customers
with repeat customers representing more than 46 percent of the
approximately 6.6 million customers who placed orders during the year.
    Gross profit margin for the year increased 60 basis points to 41.7
percent compared with 41.1 percent in fiscal 2005. Operating expenses
as a percent of total net revenue, including the impact of stock-based
compensation, increased 150 basis points to 40.8 percent compared with
39.3 percent in the prior year. This increase was related primarily to
the aforementioned impact of stock-based compensation, increased
marketing and selling spending, investments made in the Company's
fast-growing Bloomnet business and the operating losses associated
with the seasonality of the Fannie May acquisition.
    As a result of these factors, adjusting to exclude the effect of
stock-based compensation, pro forma net income for the year was $6.4
million or $0.10 per diluted share compared with $7.8 million or $0.12
per share in the prior year. Including stock-based compensation, the
Company's GAAP net income for fiscal 2006 was $3.2 million or $0.05
per share.
    Jim McCann, CEO of 1-800-FLOWERS.COM, said, "During the fiscal
fourth quarter we achieved several important strategic objectives that
position our business for significant future growth and enhanced
profitability. With that said, our financial results for the period
were below our expectations due to several factors. Revenue growth of
more than 13 percent for the quarter, while good, was below the level
that we targeted with our increased marketing programs. In addition,
gross margin did not improve as we had planned and therefore was
insufficient to offset the increase in marketing spending.
    "Also impacting the quarter's results were the costs associated
with the Fannie May acquisition, including operating losses related to
the seasonality of its business. We are very focused on improving our
bottom-line performance. Toward this end we have put in place a number
of initiatives specifically designed to enhance gross margin and
reduce operating costs this year and beyond.
    McCann said that among the positive strategic achievements during
the quarter and full year, the two most important were the acquisition
of the Fannie May Confections business and the continued strong growth
of the Bloomnet business. "The Fannie May acquisition significantly
expands our position in the Food, Wine and Gift Basket category where
we are rapidly becoming a market leader. Along with its history of
customer loyalty, Fannie May offers excellent growth opportunities
through the leveraging of our assets and capabilities in the online
and direct marketing space as well as into our Bloomnet florist
network. Combined with its strong operating margins, we expect Fannie
May to contribute significantly to our overall bottom-line results in
fiscal 2007 and beyond," said McCann.
    "With the investment phase of our Bloomnet roll-out behind us now,
we are beginning to see a growing contribution from this business.
Illustrating the positive response Bloomnet has received within the
florist community, we recently shipped out our fourth and, by far,
largest directory including thousands of pages of listings and
advertisements. Bloomnet now includes more than 9,000 florist members.
As we've stated in the past, in growing Bloomnet we are committed to
maintaining our industry-highest quality standards for our customers
while providing our florist members with the products and services
that they need to grow their businesses and enhance their
profitability," he added.
    McCann noted that as the Company evolves its business - in
particular reflecting the growth of its Bloomnet and Food, Wine and
Gift Basket businesses - it is changing the way it will report its
results. To enhance the visibility of the growth and profit
characteristics of its different business categories, the Company will
provide results for its Consumer Floral, Bloomnet, Home & Children's
Gifts, and Food, Wine and Gift Baskets businesses. For each of these
categories, the Company will provide revenues, gross profit margin and
contribution margin (excluding corporate allocation). This new
reporting format will begin with the release of its fiscal 2007 first
quarter results scheduled for October 2006.
    In addition, the Company is changing the way it will provide
guidance. Going forward the Company will provide three-year growth
objectives for both revenue and profitability. However, because the
current fiscal year will include the first significant contributions
from its Bloomnet operations and the Fannie May business, it is
providing the following guidance for fiscal 2007:

    Company Guidance:

    For fiscal year 2007 the Company anticipates achieving:

    --  Revenue growth, including incremental contributions from its
        recent acquisitions, in a range of 17-to-20 percent.

    --  EBITDA (earnings before interest, taxes, depreciation and
        amortization) and EPS growth of more than 100 percent.

    Quarterly revenues will be in the following ranges:

    --  Q1 = 13-to-15 percent of total revenues

    --  Q2 = 36-to-38 percent of total revenues

    --  Q3 = 22-to-24 percent of total revenues

    --  Q4 = 24-to-26 percent of total revenues

    -- Longer term, for fiscal years 2008 through 2009, the Company
anticipates achieving the following compound annual growth rates:

    --  Revenue in a range of 7-10 percent, and

    --  EBITDA and EPS in a range of 20-to-25 percent

    About 1-800-FLOWERS.COM(R)

    For more than 30 years, 1-800-FLOWERS.COM Inc. - "Your Florist of
Choice(SM)" - has been providing customers around the world with the
freshest flowers and finest selection of plants, gift baskets, gourmet
foods and confections, and plush stuffed animals perfect for every
occasion. 1-800-FLOWERS.COM(R) offers the best of both worlds:
exquisite, florist-designed arrangements individually created by some
of the nation's top floral artists and hand-delivered the same day,
and spectacular flowers shipped from our growers to your door fresh.
Customers can shop 1-800-FLOWERS.COM 24 hours a day, 7 days a week via
the phone or Internet (1-800-356-9377 or www.1800flowers.com) or by
visiting a Company-operated or franchised store. Sales and Service
Specialists are available 24/7, and fast and reliable delivery is
offered same day, any day. As always, 100 percent satisfaction and
freshness is guaranteed. The 1-800-FLOWERS.COM collection of brands
also includes home decor and garden merchandise from Plow & Hearth(R)
(1-800-627-1712 or www.plowandhearth.com); popcorn and specialty
treats from The Popcorn Factory(R) (1-800-541-2676 or
www.thepopcornfactory.com); exceptional cookies and baked gifts from
Cheryl&Co.(R) (1-800-443-8124 or wwwcherylandco.com); premium
chocolates and confections from Fannie May Confections Brands(R)
(www.fanniemay.com and www.harrylondon.com); gourmet foods from
GreatFood.com(R) (www.greatfood.com); children's gifts from
HearthSong(R) (www.hearthsong.com) and Magic Cabin(R)
(www.magiccabin.com); wine gifts from the WineTasting Network(R)
(www.ambrosiawine.com and www.winetasting.com); and gift baskets from
1-800-BASKETS.COM(R) (www.1800baskets.com). 1-800-FLOWERS.COM, Inc.
stock is traded on the NASDAQ market under ticker symbol FLWS.

    Special Note Regarding Forward-Looking Statements:

    The statements in this press release regarding current and future
expectations involve risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
applicable statements. These risks and uncertainties include, but are
not limited to: the Company's ability to achieve its revenue and
profitability growth guidance for fiscal years 2007-2009; its ability
to reduce costs and enhance its profit margins; its ability to manage
the increased seasonality of its businesses; its ability to
effectively integrate and grow its acquired companies; its ability to
cost effectively acquire and retain customers; its ability to compete
against existing and new competitors; its ability to manage expenses
associated with sales and marketing and necessary general and
administrative and technology investments; its ability to cost
efficiently manage inventories; its ability to leverage its operating
infrastructure; and general consumer sentiment and economic conditions
that may affect levels of discretionary customer purchases of the
Company's products. For a more detailed description of these and other
risk factors, please refer to the Company's SEC filings including the
Company's Annual Report on Form 10-K and Quarterly Reports on Form
10-Q. The Company expressly disclaims any intent or obligation to
update any of the forward looking statements made in this release or
in any of its SEC filings except as may be otherwise stated by the
Company.

    Conference Call:

    The Company will conduct a conference call to discuss the attached
financial results on Thursday, August 10th at 11:00 a.m. ET. The call
will be "webcast" live via the Internet and can be accessed from the
Investor Relations section of the 1-800-FLOWERS.COM Web site. An
indexed recording of the call will be posted on the Investor Relations
section of the Company's Web site within 2 hours of the call's
completion. A replay of the call can be accessed via telephone for 24
hours beginning at 1:00 p.m. (ET) on 8/10/05 at: 1-888-286-8010
(domestic) or 1-617-801-6888 (international). Enter replay pass code
#: 86425906.


               1-800-FLOWERS.COM, Inc. and Subsidiaries
                 Condensed Consolidated Balance Sheets
                            (In thousands)

                                                    July 2,   July 3,
                                                     2006      2005
                                                   --------- ---------
                                                 (unaudited)
Assets
Current assets:
     Cash and equivalents                          $ 24,599  $ 39,961
     Short-term investments                               -     6,647
     Receivables, net                                13,153    10,619
     Inventories                                     52,954    28,675
     Deferred income taxes                           17,427    10,219
     Prepaid and other                                6,063     5,289
                                                   --------- ---------
     Total current assets                           114,196   101,410

Property, plant and equipment, net                   59,732    50,474
Goodwill                                            131,475    63,219
Other intangibles, net                               29,822    14,215
Deferred income taxes                                 6,224    17,161
Other assets                                          5,519     5,473
                                                   --------- ---------
    Total assets                                   $346,968  $251,952
                                                   ========= =========

Liabilities and stockholders' equity
Current liabilities:
     Accounts payable and accrued expenses         $ 62,654  $ 57,121
     Current maturities of long-term debt and
      obligations under capital leases               10,694     2,597
                                                   --------- ---------
     Total current liabilities                       73,348    59,718

Long-term debt and obligations under capital
 leases                                              78,063     3,347
Other liabilities                                     2,374     2,553
                                                   --------- ---------
     Total liabilities                              153,785    65,618
Total stockholders' equity                          193,183   186,334
                                                   --------- ---------
Total liabilities and stockholders' equity          346,968  $251,952
                                                   ========= =========


               1-800-FLOWERS.COM, Inc. and Subsidiaries
                    Selected Financial Information
             Consolidated Statements of Income (Unaudited)
               (In thousands, except for per share data)

                                Three Months Ended     Year Ended
                               ------------------- -------------------
                                July 2,   July 3,   July 2,   July 3,
                                 2006      2005      2006      2005
                               --------- --------- --------- ---------
Net revenues:
 Online                        $124,372  $108,492  $430,285  $360,902
 Telephonic                      60,670    60,349   275,716   259,929
 Retail/fulfillment              26,088    17,277    75,740    49,848
                               --------- --------- --------- ---------
   Total net revenues           211,130   186,118   781,741   670,679

Cost of revenues                126,778   111,737   456,097   395,028
                               --------- --------- --------- ---------
Gross profit                     84,352    74,381   325,644   275,651

Operating expenses:
 Marketing and sales             60,287    50,389   239,573   198,935
 Technology and development       5,083     4,201    19,819    14,757
 General and administrative      11,804    10,152    43,978    35,572
 Depreciation and amortization    4,555     3,473    15,765    14,489
                               --------- --------- --------- ---------
   Total operating expenses      81,729    68,215   319,135   263,753
                               --------- --------- --------- ---------

Operating income                  2,623     6,166     6,509    11,898

Other income (expense):
  Interest income                   430       463     1,260     1,690
  Interest expense               (1,114)     (100)   (1,407)     (481)
  Other                               6        60         6       140
                               --------- --------- --------- ---------
Total other income (expense),
 net                               (678)      423      (141)    1,349
                               --------- --------- --------- ---------
Income before income taxes        1,945     6,589     6,368    13,247
Income taxes                       (928)   (2,688)   (3,181)   (5,398)
                               --------- --------- --------- ---------
Net income                     $  1,017  $  3,901  $  3,187  $  7,849
                               ========= ========= ========= =========

Basic and diluted net income per
 common share                  $   0.02  $   0.06  $   0.05  $   0.12
                               ========= ========= ========= =========
Weighted average shares used in
 the calculation of net income
 per common share:
  Basic                           65,145    65,798    65,100    66,038
                               ========= ========= ========= =========
  Diluted                         66,535    66,947    66,429    67,402
                               ========= ========= ========= =========

Calculation of Net Income before Share-Based Compensation Expense to
GAAP Net Income:

Net income                     $  1,017  $  3,901  $  3,187  $  7,849
Add: Share-based compensation
 expense                            951         -     3,216         -
                               --------- --------- --------- ---------
Net (loss) income before share
 based compensation expense    $  1,968  $  3,901  $  6,403  $  7,849
                               ========= ========= ========= =========
Basic net (loss) income per
 common share before share based
 compensation expense          $   0.03  $   0.06  $   0.10  $   0.12
                               ========= ========= ========= =========
Diluted net (loss) income per
 common share before share
 based compensation expense    $   0.03  $   0.06  $   0.10  $   0.12
                               ========= ========= ========= =========


               1-800-FLOWERS.COM, Inc. and Subsidiaries
                    Selected Financial Information
                 Consolidated Statements of Cash Flows
                            (In thousands)
                              (unaudited)
                                                      Years Ended
                                                  --------------------
                                                    July 2,   July 3,
                                                     2006      2005
                                                  ---------- ---------

Operating activities:
Net Income                                        $   3,187  $  7,849
Reconciliation of net income to net cash provided
 by operations:
 Depreciation and amortization                       15,765    14,489
 Deferred income taxes                                2,175     4,702
 Bad debt expense                                       476       270
 Stock based compensation                             4,336       192
 Other non-cash items                                   125         -
  Receivables                                         1,316      (655)
  Inventories                                        (9,106)   (6,345)
  Prepaid and other                                     685    (3,445)
  Accounts payable and accrued expenses              (2,262)  (10,953)
  Other assets                                       (1,714)    4,584
  Other liabilities                                    (579)     (259)
                                                  ---------- ---------

 Net cash provided by operating activities           14,404    10,429

Investing activities:
Purchase of investments                                   -   (93,946)
Proceeds from sale of investments                     6,647   118,109
Acquisitions, net of cash acquired                  (98,086)  (50,965)
Capital expenditures                                (20,491)  (13,334)
Other                                                     2       192
                                                  ---------- ---------

 Net cash used in investing activities             (111,928)  (39,944)
Financing activities:
Acquisition of treasury stock                        (1,324)   (9,813)
Proceeds from employee stock options/purchase plan      558     1,533
Excess tax benefits from share-base compensation         92         -
Proceeds from bank borrowings                        85,000         -
Repayment of notes payable and bank borrowings         (936)   (1,391)
Repayment of capital lease obligations               (1,228)   (1,677)
                                                  ---------- ---------

Net cash provided by (used in) financing activities  82,162   (11,348)
                                                  ---------- ---------

Net change in cash and equivalents                  (15,362)  (40,863)
Cash and equivalents:
 Beginning of period                                 39,961    80,824
                                                  ---------- ---------

 End of period                                    $  24,599  $ 39,961
                                                  ========== =========

    CONTACT: 1-800-FLOWERS.COM, Inc.
             Investors:
             Joseph D. Pititto, 516-237-6131
             invest@1800flowers.com
             or
             Media:
             Steven Jarmon, 516-237-4675
             sjarmon@1800flowers.com
</TEXT>
</DOCUMENT>
</SUBMISSION>
