<SUBMISSION>
<ACCESSION-NUMBER>0001157523-06-012059
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20061212
<ITEMS>2.02
<FILING-DATE>20061212
<DATE-OF-FILING-DATE-CHANGE>20061212
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>1 800 FLOWERS COM INC
<CIK>0001084869
<ASSIGNED-SIC>5990
<IRS-NUMBER>113117311
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0627
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-26841
<FILM-NUMBER>061270198
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1600 STEWART AVE
<CITY>WESTBURY
<STATE>NY
<ZIP>11590
<PHONE>5162376000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE OLD COUNTRY ROAD
<STREET2>SUITE 500
<CITY>CARLE PLACE
<STATE>NY
<ZIP>11514
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5292196.txt
<DESCRIPTION>1-800-FLOWERS 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) December 12, 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)

Item 2.02 Results of Operations and Financial Condition

On December 12, 2006, 1-800-FLOWERS.COM, Inc. issued a press release announcing
that it has entered into an agreement with J.P. Morgan Partners to repurchase
shares of the Company's Class A Common Stock in a privately negotiated
transaction. A copy of the press release is included as Exhibit 99 and is
incorporated herein by reference.

<PAGE>

                                    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: December 12, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5292196ex991.txt
<DESCRIPTION>1-800-FLOWERS EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

           1-800-FLOWERS.COM(R) to Repurchase Three Million
            Shares of Its Stock from J.P. Morgan Partners

    CARLE PLACE, N.Y.--(BUSINESS WIRE)--Dec. 12,
2006--1-800-FLOWERS.COM, Inc. (NASDAQ: FLWS), the world's leading
florist and a provider of specialty gifts for all occasions, today
announced that it has entered into an agreement with J.P. Morgan
Partners to repurchase 3,010,740 shares of the Company's Class A
Common Stock in a privately negotiated transaction. The purchase price
of $15,688,966, or $5.21 per share, represents a discount of
approximately 7 percent to the closing price of the stock on Friday,
December 8, 2006.

    Jeffrey C. Walker, a member of the Company's Board of Directors,
is CEO of CCMP Capital Advisors, a private equity firm formed in
August 2006 by the buyout and growth equity professionals of J.P.
Morgan Partners. Mr. Walker and CCMP have continued to manage J.P.
Morgan Partners' legacy position in the Company's Class A common
stock.

    The repurchase agreement has been approved by the disinterested
members of the Company's Board of Directors and is in addition to the
Company's existing stock repurchase authorization of $20 million of
which approximately $8 million remains authorized but unused. The
transaction is scheduled to close on December 28, 2006, subject to
customary closing conditions. The Company said the repurchase would be
funded from cash generated during its current fiscal 2007 second
quarter.

    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 "call, click or come in" to shop 1-800-FLOWERS.COM
twenty four hours a day, 7 days a week at 1-800-356-9377 or
www.1800flowers.com. 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
children's gifts from Plow & Hearth(R) (1-800-627-1712 or
www.plowandhearth.com), Problem Solvers(R) (www.problemsolvers.com),
Wind & Weather(R) (www.windandweather.com), Madison Place(R)
(www.madisonplace.com), HearthSong(R) (www.hearthsong.com) and Magic
Cabin(R) (www.magiccabin.com); gourmet gifts including 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 www.cherylandco.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); wine gifts from Ambrosia.com
(www.ambrosia.com); gift baskets from 1-800-BASKETS.COM(R)
(www.1800baskets.com) and the BloomNet(R) international floral wire
service providing quality products and diverse services to a select
network of florists. 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 fund and close the proposed
stock repurchase transaction with J.P. Morgan Partners, including the
satisfaction of the conditions to closing. 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.


    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>
