UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 2, 2006


          ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from ___ to ___

                           Commission File No. 0-26841

                             1-800-FLOWERS.COM, Inc.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                                11-3117311
     --------                                                ----------
     (State of                                               (I.R.S. Employer
     incorporation)                                          Identification No.)

                One Old Country Road, Carle Place, New York 11514
                -------------------------------------------------
               (Address of principal executive offices)(Zip code)

                                 (516) 237-6000
                                  -------------
              (Registrant's telephone number, including area code)


     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 (or for such shorter period that the
     Registrant was required to file such reports), and (2) has been  subject to
     such filing requirements for the past 90 days.        Yes (X)       No (  )

     Indicate by check mark whether the registrant is a large accelerated filer,
     an  accelerated  filer,  or a  non-accelerated  filer  (see  definition  of
     "accelerated  filer"  and  "large  accelerated  filer" in Rule 12b-2 of the
     Exchange Act).

     Large accelerated filer ( ) Accelerated filer (X)  Non-accelerted filer ( )

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
     defined in Rule 12b-2 of the Exchange Act).

     The number of shares outstanding of each of the Registrant's classes of
     common stock:

                                   28,255,994
                                   ----------
    (Number of shares of Class A common stock outstanding as of May 4, 2006)

                                   36,858,465
                                   ----------
    (Number of shares of Class B common stock outstanding as of May 4, 2006)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                            Page

Part I.      Financial Information
   Item 1.    Consolidated Financial Statements:

              Consolidated Balance Sheets - April 2, 2006 (Unaudited)
               and July 3, 2005                                                1

              Consolidated Statements of Income (Unaudited) - Three
               and Nine Months Ended April 2, 2006 and March 27,
               2005                                                            2

              Consolidated Statements of Cash Flows (Unaudited) -
               Nine Months Ended April 2, 2006 and March 27,
               2005                                                            3

              Notes to Consolidated Financial Statements (Unaudited)           4

   Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations                            12

   Item 3.    Quantitative and Qualitative Disclosures About Market Risk      21

   Item 4.    Controls and Procedures                                         21

Part II.     Other Information

   Item 1.    Legal Proceedings                                               22

   Item 1.A   Risk Factors                                                    22

   Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds     22

   Item 3.    Defaults upon Senior Securities                                 22

   Item 4.    Submission of Matters to a Vote of Security Holders             22

   Item 5.    Other Information                                               22

   Item 6.    Exhibits                                                        22

Signatures                                                                    23








PART I. - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS


                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                        (in thousands, except share data)


                                                                                                   
                                                                                       April 2,        July 3,
                                                                                         2006           2005
                                                                                     -------------  ------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                   $18,583        $39,961
 Short-term investments                                                                       -          6,647
 Receivables, net                                                                        13,095         10,619
 Inventories                                                                             43,297         28,675
 Deferred income taxes                                                                    8,236         10,219
 Prepaid and other                                                                        7,043          5,289
                                                                                     -------------  ------------
    Total current assets                                                                 90,254        101,410

Property, plant and equipment, net                                                       55,851         50,474
Goodwill                                                                                 68,885         63,219
Other intangibles, net                                                                   15,352         14,215
Deferred income taxes                                                                    15,796         17,161
Other assets                                                                              8,182          5,473
                                                                                     -------------   ------------
Total assets                                                                           $254,320       $251,952
                                                                                     =============   ============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                  $55,883        $57,121
 Current maturities of long-term debt and obligations under capital leases                2,050          2,597
                                                                                     -------------   ------------
    Total current liabilities                                                            57,933         59,718
Long-term debt and obligations under capital leases                                       1,939          3,347
Other liabilities                                                                         3,889          2,553
                                                                                     -------------   ------------
Total liabilities                                                                        63,761         65,618
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
 Class A common stock, $.01 par value, 200,000,000 shares authorized, 29,806,568
   and 29,888,603 shares issued at April 2, 2006 and July 3, 2005, respectively             298            300
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
   and 42,144,465 shares issued at April 2, 2006 and July 3, 2005, respectively             421            421
 Additional paid-in capital                                                             261,109        258,848
 Retained deficit                                                                       (57,028)       (59,198)
 Deferred compensation                                                                        -         (1,116)
 Treasury stock, at cost, 1,562,850 and 1,380,850 Class A shares at April 2, 2006
   and July 3, 2005, respectively and 5,280,000 Class B shares                          (14,245)       (12,921)
                                                                                     -------------   ------------
    Total stockholders' equity                                                          190,559        186,334
                                                                                     -------------   ------------
Total liabilities and stockholders' equity                                             $254,320       $251,952
                                                                                     =============   ============







See accompanying Notes to Consolidated Financial Statements.

                                       1




                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                        Consolidated Statements of Income
                      (in thousands, except per share data)
                                   (unaudited)



                                                                                                              
                                                                        Three Months Ended                Nine Months Ended
                                                                ---------------------------------  --------------------------------
                                                                    April 2,         March 27,        April 2,         March 27,
                                                                     2006             2005              2006              2005
                                                                ---------------  ----------------  ---------------  ---------------
Net revenues                                                       $180,017         $157,033          $570,611          $484,561
Cost of revenues                                                    109,743           97,947           329,319           283,291
                                                                ---------------  ----------------  ---------------  ---------------
Gross profit                                                         70,274           59,086           241,292           201,270
Operating expenses:
 Marketing and sales                                                 53,188           45,813           179,286           148,546
 Technology and development                                           5,170            4,160            14,736            10,556
 General and administrative                                          11,181            9,864            32,174            25,420
 Depreciation and amortization                                        3,877            3,350            11,210            11,016
                                                                ---------------  ----------------  ---------------  ---------------
   Total operating expenses                                          73,416           63,187           237,406           195,538
                                                                ---------------  ----------------  ---------------  ---------------
Operating (loss) income                                              (3,142)          (4,101)            3,886             5,732
Other income (expense):
 Interest income                                                        474              570               830             1,227
 Interest expense                                                       (96)            (116)             (293)             (381)
 Other                                                                  137               55                 -                80
                                                                ---------------  ----------------  ---------------  ---------------
Total other income, net                                                 515              509               537               926
                                                                ---------------  ----------------  ---------------  ---------------
(Loss) income before income taxes                                    (2,627)          (3,592)            4,423             6,658
(Benefit) provision for income taxes                                 (1,087)          (1,546)            2,253             2,710
                                                                ---------------  ----------------  ---------------  ---------------
Net (loss) income                                                   ($1,540)         ($2,046)           $2,170            $3,948
                                                                ===============  ================  ===============  ===============

Basic and diluted net (loss) income per common share                 ($0.02)          ($0.03)            $0.03             $0.06
                                                                ===============  ================  ===============  ===============
Weighted average shares used in the calculation of net
 (loss) income per common share
    Basic                                                            65,092           66,102            65,082            66,124
                                                                ===============  ================  ===============  ===============
    Diluted                                                          65,092           66,102            66,399            67,565
                                                                ===============  ================  ===============  ===============






See accompanying Notes to Consolidated Financial Statements.






                                       2





                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)


                                                                                                    
                                                                                          Nine Months Ended
                                                                                   --------------------------------
                                                                                       April 2,         March 27,
                                                                                        2006              2005
                                                                                   ---------------   --------------

Operating activities:
Net income                                                                               $2,170          $3,948
Reconciliation of net income to net cash (used in) provided by
 operations:
 Depreciation and amortization                                                           11,210          11,016
 Deferred income taxes                                                                    1,983           2,710
 Stock based compensation                                                                 3,058             101
 Bad debt expense                                                                           361             249
 Other non-cash items                                                                       277               -
Changes in operating items, excluding the effects of acquisitions:
    Receivables                                                                          (2,216)         (3,785)
    Inventories                                                                         (12,520)         (8,703)
    Prepaid and other                                                                      (751)         (1,765)
    Accounts payable and accrued expenses                                                (3,835)          1,765
    Other assets                                                                         (2,844)          1,840
    Other liabilities                                                                     1,336              44
                                                                                   ---------------   --------------
 Net cash (used in) provided by operating activities                                     (1,771)          7,420

Investing activities:
Purchase of investments                                                                       -         (84,593)
Sale of investments                                                                       6,647          89,259
Acquisitions, net of cash acquired                                                       (4,959)         (9,674)
Capital expenditures, net of non-cash expenditures                                      (17,045)         (8,106)
Other                                                                                       (63)            143
                                                                                   ---------------   --------------
 Net cash used in investing activities                                                  (15,420)        (12,971)


Financing activities:
Acquisition of treasury stock                                                            (1,324)         (2,175)
Proceeds from employee stock options/purchase plan                                          321             754
Proceeds from revolving line of credit                                                   20,000               -
Repayment of notes payable, bank borrowings and revolving
 line of credit                                                                         (22,147)           (967)
Payment of capital lease obligations                                                     (1,037)         (1,284)
                                                                                   ---------------   --------------
 Net cash used in financing activities                                                   (4,187)         (3,672)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                      (21,378)         (9,223)
Cash and equivalents:
 Beginning of period                                                                     39,961          80,824
                                                                                   ---------------   --------------
 End of period                                                                          $18,583         $71,601
                                                                                   ===============   ==============








See accompanying Notes to Consolidated Financial Statements.

                                       3



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine months ended April 2, 2006 are not necessarily  indicative of the
results that may be expected for the fiscal year ending July 2, 2006.

The balance sheet information at July 3, 2005 has been derived from the audited
financial statements at that date.

The  information  in this  Quarterly  Report  on  Form  10-Q  should  be read in
conjunction with the  consolidated  financial  statements and footnotes  thereto
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
July 3, 2005.

Use of Estimates

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Comprehensive Income

For the three and nine  months  ended  April 2,  2006 and  March 27,  2005,  the
Company's  comprehensive income was equal to the respective net income (loss)for
each of the periods presented.

Note 2 - Net Income (Loss) Per Common Share

The following  table sets forth the  computation of basic and diluted net income
(loss) per common share:


                                                                                                          
                                                                   Three Months Ended                  Nine Months Ended
                                                            ---------------------------------  --------------------------------
                                                                April 2,         March 27,        April 2,         March 27,
                                                                 2006              2005            2006              2005
                                                            ----------------  ---------------  ---------------  ---------------
                                                                              (in thousands, except per share data)
       Numerator:
         Net (loss) income                                     ($1,540)           ($2,046)         $2,170            $3,948
                                                            ================  ===============  ===============  ===============
       Denominator:
          Weighted average shares outstanding                   65,092             66,102          65,082            66,124
          Effect of dilutive securities:
              Employee stock options                                 -                  -           1,281             1,441
              Employee restricted stock awards                       -                  -              36                 -
                                                            ----------------  ---------------  ---------------  ---------------
                                                                     -                  -           1,317             1,441
                                                            ----------------  ---------------  ---------------  ---------------
       Adjusted weighted-average shares and assumed
          conversions                                           65,092             66,102          66,399            67,565
                                                            ================  ===============  ===============  ===============

       Net (loss) income per common share:
          Basic and diluted                                     ($0.02)            ($0.03)          $0.03             $0.06
                                                            ================  ===============  ===============  ===============





                                       4





                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Note 3 - Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan,  which is more fully
described  in Note 9 of the  Company's  2005  Annual  Report on Form 10-K,  that
provides for the grant to eligible employees, consultants and directors of stock
options, share appreciation rights (SARs),  restricted shares,  restricted share
units,  performance shares,  performance units, dividend equivalents,  and other
share-based awards.

Prior to July 4, 2005,  as permitted  under SFAS No. 123, the Company  accounted
for its stock option plans following the recognition and measurement  principles
of  Accounting  Principles  Board (APB)  Opinion No. 25,  "Accounting  for Stock
Issued to Employees," and related interpretations.  Accordingly,  no stock-based
compensation had been reflected in net income for stock options,  as all options
granted had an exercise price equal to the market value of the underlying common
stock on the date of grant and the related number of shares granted was fixed at
that point in time.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 123(R),  "Share-Based  Payment."  This  Statement  revised  SFAS No. 123  by
eliminating  the option to account for employee  stock  options under APB No. 25
and requires  companies to recognize the cost of employee  services  received in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards (the "fair-value-based" method).

Effective  July  4,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of SFAS No. 123(R) using the modified prospective application method.
Under this transition method, compensation cost recognized in the three and nine
months ended April 2, 2006  includes  amounts of: (a)  compensation  cost of all
stock-based  payments  granted  prior to, but not yet vested as of, July 4, 2005
(based on  grant-date  fair value  estimated  in  accordance  with the  original
provisions of SFAS No. 123, and previously  presented in the pro-forma  footnote
disclosures),  and (b)  compensation  cost for all stock-based  payments granted
subsequent  to July 3, 2005 (based on the  grant-date  fair value  estimated  in
accordance  with the new provision of SFAS No.  123(R)).  In accordance with the
modified  prospective method,  results for prior periods have not been restated.
Prior to the Company's adoption of SFAS No. 123(R), benefits of tax deduction in
excess of recognized  compensation  costs were reported as operating cash flows.
SFAS No.  123(R)  requires  excess tax benefits be reported as a financing  cash
inflow  rather than as a  reduction  of taxes  paid.  There were no  significant
excess tax benefits for the nine-month period ended April 2, 2006.

The  following  table  summarizes the effect of  adopting  SFAS No. 123(R) as of
July 4, 2005:

                                                                                    
                                                                           Three Months         Nine Months
                                                                               Ended              Ended
                                                                           April 2, 2006       April 2, 2006
                                                                        -------------------  ------------------
           Stock-option compensation expense recognized (*):             (in thousands, except per share data)

             Marketing and sales                                               $299                $929
             Technology and development                                         128                 397
             General and administrative                                         427               1,325
                                                                            -----------        -----------
               Total                                                            854               2,651
             Related deferred income tax expense                                257                 628
                                                                            -----------        -----------
             Increase in net loss/decrease in net income                       $597              $2,023
                                                                            ===========        ===========

             Impact on basic and diluted net (loss) income per common
             share                                                             $(0.01)          $(0.03)
                                                                            ===========        ===========



             (*) Excludes the  amortization of restricted stock awards in the
                 amount of $204 and $405 for the three and  nine months ended
                 April 2, 2006, respectively ($122 and $242, net  of  tax for
                 the three and nine months ended April 2, 2006, respectively).


Compensation   expense  related  to  the  amortization  of  restricted   stock
awards  was  recognized  prior  to  the  implementation  of  SFAS No.  123(R).
Total  stock based compensation  expense, which  includes  both  expense  from



                                       5



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


stock options and restricted stock awards, totaled $1.1 million and $3.1 million
($0.7  million  and $2.3  million,  net of tax) during the three and nine months
ended April 2, 2006, respectively.

Under the modified  prospective  application  method,  results for prior periods
have not been restated to reflect the effects of  implementing  SFAS No. 123(R).
The following pro-forma  information,  as required by SFAS No. 148,  "Accounting
for Stock-Based  Compensation-Transition  and  Disclosure,  an amendment of FASB
Statement No. 123," is presented for  comparative  purposes and  illustrates the
effect on net income and net income per common  share for the periods  presented
as if the Company had applied the fair value recognition  provisions of SFAS No.
123 to stock-based employee compensation prior to July 4, 2005:


                                                                                  
                                                                    Three Months    Nine Months
                                                                       Ended           Ended
                                                                      March 27,      March 27,
                                                                        2005           2005
                                                                   --------------- --------------
                                                                   (in thousands, except per share
                                                                               data)

                 Net (loss) income - As reported                      $(2,046)      $ 3,948
                  Less: Stock option compensation expense (a)           4,218         7,907
                                                                    ------------  -----------
                 Net loss - Pro forma                                 $(6,264)      $(3,959)
                                                                    ============  ===========

                 Net (loss) income per share:
                  Basic and diluted - As reported                      ($0.03)        $0.06
                                                                       =======        =====
                  Basic and diluted - Pro forma                        ($0.09)       ($0.06)
                                                                       =======        ======



      (a) In March 2005, the Company  accelerated  the vesting of  all  unvested
          stock options  awarded to employees and officers which had an exercise
          price greater than $10.00 per share. Options to purchase approximately
          1.9 million shares became  exercisable  immediately as a result of the
          vesting  acceleration.  The decision to accelerate  the vesting of the
          identified stock options resulted in the Company not being required to
          recognize  share-based  compensation  expense  of  approximately  $2.1
          million in fiscal 2006 and $0.9 million in fiscal 2007. In making this
          decision, the Company sought to balance the benefit of eliminating the
          requirement to recognize  compensation  expense in future periods with
          the  need  to  continue  to  motivate  employee   performance  through
          previously issued, but currently  unvested,  stock option grants. With
          those  factors  being  considered,  management  determined  it  to  be
          appropriate to only accelerate  those unvested stock options where the
          strike price was  reasonably in excess of the  Company's  then current
          stock price.

          The effect of  accelerating  the vesting for all unvested  shares with
          exercise  prices  greater than $10.00 per share was an increase to the
          pro-forma stock based employee  compensation expense for the three and
          nine months ended March 27, 2005 of $3.8 million  ($0.06 per basic and
          diluted share).

The weighted  average fair value of stock options on the date of grant,  and the
assumptions  used to  estimate  the fair  value of the stock  options  using the
Black-Scholes option valuation model were as follows:

                                                                                      
                                                    Three Months Ended          Nine Months Ended
                                              ---------------------------- ----------------------------
                                                 April 2,     March 27,        April 2,     March 27,
                                                   2006         2005            2006         2005
                                              ------------- -------------- -------------- -------------

       Weighted average fair value of
        options granted                            $3.05          $4.10          $3.10          $4.55
       Expected volatility                           46%            57%            46%            61%
       Expected life                             5.3 yrs        5.0 yrs        5.3 yrs        5.0 yrs
       Risk-free interest rate                      4.5%           3.9%           4.5%           3.8%
       Expected dividend yield                      0.0%           0.0%           0.0%           0.0%


                                       6


The  expected   volatility  of  the  option  is  determined   using   historical
volatilities  based on  historical  stock  prices.  The expected life of options
granted  in  fiscal  2005 was based on the  Company's  historical  share  option
exercise experience. Due to minimal exercising of stock options, in fiscal 2006,
the Company  estimated the expected life of options granted to be the average of
the Company's  historical  expected term from vest date and the midpoint between
the average vesting term and the contractual  term. The risk-free  interest rate
is determined using the yield available for zero-coupon U.S.  government  issues
with a remaining term equal to the expected life of the option.  The Company has
never paid a dividend, and as such the dividend yield is 0.0%.

The following  table  summarizes  stock option  activity  during the nine months
ended April 2, 2006:


                                                                                             
                                                                                        Weighted
                                                                                         Average
                                                                          Weighted      Remaining     Aggregate
                                                                          Average      Contractual    Intrinsic
                                                          Options      Exercise Price     Term       Value (000s)
                                                        -----------------------------------------------------------
Outstanding at July 3, 2005                               9,477,461         $8.35
Granted                                                     960,000         $6.58
Exercised                                                   (66,297)        $4.88
Forfeited                                                  (396,655)        $9.93
                                                        -------------
Outstanding at April 2, 2006                              9,974,509         $8.12         6.0 years     $10,946
                                                        =============
Options vested or expected to vest at April 2, 2006       9,721,434         $8.14         6.0 years     $10,852
Exercisable at April 2, 2006                              6,588,044         $8.72         4.9 years      $9,468



As of April 2, 2006,  the total  future  compensation  cost related to nonvested
options not yet  recognized in the statement of income was  $7.2 million and the
weighted  average  period over which these awards are expected to be  recognized
was 1.6 years.

The Company  grants shares of Common Stock to its employees  that are subject to
restrictions on transfer and risk of forfeiture until  fulfillment of applicable
service conditions and, in certain cases, holding periods (Restricted Stock). In
fiscal 2005, the Company  recorded the grant date fair value of unvested  shares
of   Restricted   Stock  as   unearned   stock-based   compensation   ("Deferred
Compensation").  In accordance with SFAS No. 123(R), in fiscal 2006, the Company
reclassified the balance of Deferred  Compensation  against  additional  paid-in
capital, and reduced its shares of Class A Common Stock issued accordingly.

The  following  table  summarizes  the activity of non-vested  restricted  stock
during the nine months ended April 2, 2006:

                                                                                      

                                                                                         Weighted
                                                                                       Average Grant
                                                                                         Date Fair
                                                                           Shares          Value
                                                                       ------------- ----------------
                 Non-vested at July 3, 2005                                155,919        $8.39
                 Granted                                                   160,899        $6.58
                 Vested                                                     (2,000)       $7.77
                 Forfeited                                                  (9,949)       $8.35
                                                                       -------------
                 Non-vested at April 2, 2006                               304,869        $7.44
                                                                       =============



The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of April 2, 2006,  there was $1.4  million of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over a weighted-average period of 2.7 years.


                                       7




                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Note 4 - Acquisitions

The Company  accounts for its business  combinations in accordance with SFAS No.
141, "Business Combinations," which addresses financial accounting and reporting
for business  combinations and requires that all such  transactions be accounted
for using the purchase  method.  Under the  purchase  method of  accounting  for
business combinations, the aggregate purchase price for the acquired business is
allocated  to the  assets  acquired  and  liabilities  assumed  based  on  their
estimated fair values at the acquisition date. Operating results of the acquired
entities are reflected in the Company's  consolidated  financial statements from
date of acquisition.

Acquisition of Wind & Weather

On  October  31,  2005,  the  Company  acquired  Wind & Weather,  a Fort  Bragg,
California based direct marketer of  weather-themed  gifts, with annual revenues
of  approximately  $14.4 million during its then most recently  completed fiscal
year ended March 31, 2005.  The purchase  price of  approximately  $5.2 million,
including  acquisition  costs, was funded utilizing the Company's line of credit
which was repaid during the Company's  second  quarter  utilizing cash generated
from  operations,  and excludes the  assumption of Wind & Weather's $1.2 million
balance on its seasonal working capital line.  During the quarter ended April 2,
2006,  the Company  relocated  the  operations of Wind & Weather to its Madison,
Virginia facility, and terminated operations in California.

The  Company  is in the  process of  obtaining  independent  appraisals  for the
purpose of  allocating  the purchase  price to  individual  assets  acquired and
liabilities assumed.  This will result in potential  adjustments to the carrying
value of Wind & Weather's recorded assets and liabilities,  the establishment of
certain additional  intangible  assets,  revisions of useful lives of intangible
assets,  some of which will have indefinite  lives not subject to  amortization,
and the determination of any residual amount that will be allocated to goodwill.
The preliminary  allocation of the purchase price included in the current period
balance  sheet is based on the best  estimates of  management  and is subject to
revision based on final determination of asset fair values and useful lives. The
following table  summarizes the preliminary  allocation of purchase price to the
estimated fair values of assets acquired and liabilities  assumed at the date of
acquisition:


                                               Wind & Weather
                                              Purchase Price
                                                Allocation
                                               (Preliminary)
                                            --------------------
                                               (in thousands)

  Current assets                                  $4,009
  Property, plant and equipment                       68
  Intangible assets                                1,750
  Goodwill                                         3,251
  Other non-current assets                            20
                                            --------------------
     Total assets acquired                         9,098
                                            --------------------
  Current liabilities                              3,810
  Non-current liabilities                             39
                                            --------------------
     Total liabilities assumed                     3,849
                                            --------------------
     Net assets acquired                          $5,249
                                            ====================


Of the $1.8 million of acquired  intangible assets related to the Wind & Weather
acquisition,  $1.0  million was assigned to  trademarks  that are not subject to
amortization,  while the  remaining  acquired  intangibles  of $0.8 million were
allocated primarily to customer lists which are being amortized over the assets'
preliminarily determinable useful life of 5 years.


                                       8



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Acquisition of Cheryl & Co.

On March 28, 2005, the Company  acquired all of the outstanding  common stock of
Cheryl & Co., a  Westerville,  Ohio-based  manufacturer  and direct  marketer of
premium  cookies  and  related  baked  gift  items,   with  annual  revenues  of
approximately  $33 million  during its then most recently  completed  year ended
January 29, 2005. The purchase price of approximately  $41.1 million,  including
acquisition  costs,  was  funded  utilizing  the  Company's  available  cash and
investment  balance,  and included  $6.3  million used to retire  Cheryl & Co.'s
outstanding debt.

Acquisition of The Winetasting Network

On November 15, 2004, the Company  acquired all of the outstanding  common stock
of  The  Winetasting   Network,   a  Napa,   California  based  distributor  and
direct-to-consumer  wine  marketer.  The purchase  price of  approximately  $9.7
million,  including  acquisition  costs,  was  funded  utilizing  the  Company's
available cash and  investment  balance and included $2.4 million used to retire
The Winetasting Network's long-term debt.

Pro forma Results of Operation

The following  unaudited pro forma consolidated  financial  information has been
prepared  as if the  acquisitions  of  Wind &  Weather,  Cheryl  & Co.  and  The
Winetasting  Network  had  taken  place at the  beginning  of each  fiscal  year
presented.  The following  unaudited pro forma  information  is not  necessarily
indicative of the results of operations in future  periods or results that would
have been  achieved  had the  acquisitions  taken place at the  beginning of the
periods presented.

                                                                                
                                               Three Months Ended              Nine Months Ended
                                          ------------------------------ -----------------------------
                                             April 2,        March 27,      April 2,       March 27,
                                              2006            2005           2006           2005
                                          -------------- --------------- -------------- --------------

      Net revenues                           $180,017        $164,885      $573,445        $530,299

      Operating (loss) income                 ($3,142)        ($5,466)       $3,701         $10,424

      Net (loss) income                       ($1,540)        ($2,950)       $2,037          $6,089

      Net (loss) income per common share
       Basic                                   ($0.02)         ($0.04)        $0.03           $0.09
       Diluted                                 ($0.02)         ($0.04)        $0.03           $0.09



Note 5 - Inventory

The  Company's  inventory,  stated at cost,  which is not in  excess of  market,
includes  purchased  and  manufactured  finished  goods  for  resale,  packaging
supplies,  raw material  ingredients  for  manufactured  products and associated
manufacturing labor, and is classified as follows:

                                                                                       
                                                                            April 2,       July 3,
                                                                             2006           2005
                                                                         -------------  -----------
                                                                               (in thousands)

      Finished goods                                                        $38,315        $21,094
      Raw materials                                                           4,982          7,581
                                                                         -------------  -----------
                                                                            $43,297        $28,675
                                                                         =============  ===========





                                       9




                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)


Note 6 - Goodwill and Intangible Assets

The change in the net carrying amount of goodwill is as follows:

                                                                                         
                                                                                           April 2,
                                                                                            2006
                                                                                       ----------------
                                                                                       (in thousands)

                Goodwill - beginning of year                                                $63,219
                Acquisition of Wind and Weather                                               3,251
                Acquisition of Cheryl & Co.                                                   2,167
                Other                                                                           248
                                                                                         -----------
                Goodwill - end of period                                                    $68,885
                                                                                         ===========


The Company's other intangible assets consist of the following:


                                                                                               
                                                         April 2, 2006                            July 3, 2005
                                            ---------------------------------------- ----------------------------------------
                                               Gross                                   Gross
                              Amortization   Carrying     Accumulated                 Carrying    Accumulated
                                 Period       Amount      Amortization       Net       Amount     Amortization       Net
                             --------------------------- --------------- ----------- ----------- --------------- ------------
                                                                     (in thousands)

 Intangible assets with
 determinable lives
   Investment in licenses    14 - 16 years      $4,927         $3,681       $1,246      $4,927          $3,438       $1,489
   Customer lists              3 - 6 years       5,390          1,607        3,783       4,640           1,145        3,495
   Other                       5 - 8 years         555            207          348         555             170          385
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                                10,872          5,495        5,377      10,122           4,753        5,369

 Trademarks with
   indefinite lives                              9,975              -        9,975       8,846               -        8,846
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
   intangible assets                           $20,847         $5,495      $15,352     $18,968          $4,753      $14,215
                                            ============ =============== =========== =========== =============== ============



Estimated  amortization  expense is as follows:  remainder of fiscal 2006 - $0.3
million,  fiscal 2007 - $1.2 million,  fiscal 2008 - $1.1 million, fiscal 2009 -
$1.1  million,  fiscal  2010 - $1.0  million,  fiscal  2011 - $0.5  million  and
thereafter - $0.2 million.

Note 7 - Long-Term Debt

The Company's long-term debt and obligations under capital leases consist of the
following:


                                                                                                     
                                                                                          April 2,       July 3,
                                                                                             2006           2005
                                                                                       --------------  -----------
                                                                                              (in thousands)

            Commercial notes and revolving credit lines                                    $3,278          $4,152
            Seller financed acquisition obligations                                            23              46
            Obligations under capital leases                                                  688           1,746
                                                                                       -----------     -----------
                                                                                            3,989           5,944
            Less current maturities of long-term debt and obligations under
             capital leases                                                                 2,050           2,597
                                                                                       -----------     -----------
                                                                                           $1,939          $3,347
                                                                                       ===========     ===========



                                       10



                    1-800-FLOWERS.COM, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                   (unaudited)

In order to fund working  capital  requirements  during its most recent  holiday
selling  season  and to  support  outstanding  letters  of  credit,  as  well as
temporarily  finance the acquisition of Wind & Weather referred to in Note 4, on
October 27, 2005, the Company  established a second line of credit in the amount
of $20.0  million,  bringing  its total  available  credit  facilities  to $25.0
million.  The  credit  facilities,  which are  collateralized  by the  Company's
working  capital,  bear interest equal to the applicable  LIBOR Index plus 1.50%
per annum. At April 2, 2006, there were no amounts  outstanding under its credit
facilities.

Refer to Note 10 -  Subsequent  Event -  Acquisition  of Fannie May  Confections
Brands,  Inc. On May 1, 2006, the Company  entered into a $135.0 million secured
credit facility with JPMorgan Chase Bank, N.A., as  administrative  agent, and a
group of lenders to finance the  acquisition of Fannie May  Confections  Brands,
Inc. and established a new revolving credit facility.

Note 8 - Income Taxes

At the end of each interim reporting period, the Company estimates its effective
income tax rate  expected to be applicable  for the full year.  This estimate is
used in  providing  for income taxes on a  year-to-date  basis and may change in
subsequent interim periods.  The Company's  effective tax rate for the three and
nine months ending April 2, 2006 was 41.4% and 50.9%, respectively,  compared to
43.0% and 40.7% during the comparative  three and nine month periods ended March
27, 2005, respectively.  The effective tax rate during the three and nine months
ended April 2, 2006 includes the impact of stock-based  compensation  recognized
in accordance with SFAS No. 123(R), and resulted in an increase in the effective
annual income tax rate of  approximately  10.2%,  resulting  primarily  from the
associated book/tax differences in accounting for incentive stock options.

Note 9 - Commitments and Contingencies

Legal Proceedings

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its consolidated  financial  position,
results of operations or liquidity.

Note 10 - Subsequent Event - Acquisition of Fannie May Confections Brands, Inc.

On May 1, 2006, the Company  completed its acquisition of Fannie May Confections
Brands,   Inc.  ("Fannie  May  Confections"),   a  multi-channel   retailer  and
manufacturer of chocolate and other confections under the well-known Fannie May,
Harry London and Fanny Farmer brands. The acquisition,  for approximately  $85.0
million in cash  (subject to  adjustment  for  working  capital),  was  financed
through  term  borrowings  as further  described  below,  and  includes a modern
200,000-square-foot  candy  manufacturing  facility in North Canton, Ohio and 52
Fannie May retail stores in the Chicago area, where the chocolate brand has been
a tradition since 1920. Fannie May Confections  Brands,  Inc. generated revenues
of approximately $75.0 million in its current fiscal year ending April 30, 2006.

In order to finance the acquisition,  on May 1, 2006, the Company entered into a
$135.0  million  secured  credit facility  with  JPMorgan Chase, Bank, N.A.,  as
administrative  agent, and a group of lenders (the "2006 Credit Facility").  The
2006 Credit  Facility  includes an $85.0  million term loan and a $50.0  million
revolving  facility,  which bear  interest at LIBOR plus 0.625% to 1.125%,  with
pricing  based upon the  Company's  leverage  ratio.  At  closing,  the  Company
borrowed  $85.0 million of the term  facility to acquire all of the  outstanding
capital  stock of Fannie May  Confections.  The  Company is  required to pay the
outstanding  term loan in  quarterly  installments,  with the final  installment
payment due on May 1, 2012. The 2006 Credit Facility contains various conditions
to borrowing, and affirmative and negative financial covenants.  Concurrent with
the 2006 Credit Facility,  the Company's previous $25.0 million revolving credit
facilities were terminated. The obligations of the Company and its  subsidiaries
under the 2006 Credit Facility are secured by liens on  all personal property of
the Company and its subsidiaries.



                                       11


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS.

Forward Looking Statements

The section entitled "Forward Looking Information and Factors that May Affect
Future Results", beginning on page 20, provides a description of the risks and
uncertainties that could cause actual results to differ materially from those
discussed in forward-looking statements set forth in this report relating to the
financial results, operations and business prospects of the Company. Such
forward-looking statements are based on management's current expectations about
future events, which are inherently susceptible to uncertainty and changes in
circumstances.

Overview

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   www.cherylandco.com);   premium  chocolates  and
confections  from  Fannie  May  Confections  Brands(R)  acquired  May  1,  2006,
(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)  and wine gifts  from the  WineTasting
Network(R)  (www.ambrosiawine.com and  www.winetasting.com).  1-800-FLOWERS.COM,
Inc. stock is traded on the NASDAQ market under ticker symbol FLWS.

Results of Operations

Net Revenues

                                                                                                     
                                                     Three Months Ended                             Nine Months Ended
                                    ---------------------------------------------- ---------------------------------------------
                                      April 2,         March 27,                      April 2,       March 27,
                                        2006             2005         % Change          2006           2005          % Change
                                    -------------- ---------------- -------------- --------------- -------------- --------------
                                                                   (in thousands)

Net revenues:
 Online                               $110,278        $91,638          20.3%           $305,913       $252,410         21.2%
 Telephonic                             51,542         52,424          (1.7%)           215,046        199,580          7.7%
 Retail/fulfillment                     18,197         12,971          40.3%             49,652         32,571         52.4%
                                    -------------- ----------------                 --------------- -------------
Total net revenues                    $180,017       $157,033          14.6%           $570,611       $484,561         17.8%
                                    ============== ================                 =============== =============


Net revenues consist primarily of the selling price of the merchandise,  service
or outbound shipping charges, less discounts, returns and credits. The Company's
revenue  growth of 14.6% and 17.8%  during the three and nine months ended April
2, 2006 resulted  primarily from growth in sales of floral products of 12.3% and
9.4%,  respectively,  despite the shift in the Easter  holiday which fell in the
third quarter of the prior year, as well as the  acquisitions of Cheryl & Co., a
manufacturer and direct marketer of cookies and  baked gifts, which was acquired
in fiscal April 2005, and Wind & Weather,  a direct  marketer of  weather-themed
gifts,  acquired in fiscal November 2005. Revenue growth excluding the impact of
acquisitions, was 9.7% and 8.6%, during the three and nine months ended April 2,
2006,  reflecting:  (i)  the  Company's  strong  brand  name  recognition,  (ii)
continued leveraging of its existing customer base, and (iii) increased spending
on its marketing and selling programs,  designed to improve customer acquisition
and accelerate top-line growth.

                                       12


The Company fulfilled  approximately  2,549,000 and 8,432,000 orders through its
combined  telephonic and online sales channels  during the three and nine months
ended April 2, 2006, an increase of 4.8% and 12.8%  respectively, over the prior
year periods.  Order volume through the Company's  online sales  channel,  which
contributed  68.1% and 58.7% of total combined  telephonic  and online  revenues
during the three and nine  months  ended  April 2, 2006,  compared  to 63.6% and
55.8% in the prior year period, increased by 10.2% and 17.1%, respectively, as a
result of additional  marketing  efforts  through search engines and affiliates,
and the continued  migration of customers  from the Company's  telephonic  sales
channel.  During the three months ended April 2, 2006, revenue generated through
the Company's  telephonic sales channel decreased by 1.7%, primarily as a result
of the shift in the Easter  holiday which fell in the third quarter of the prior
year,  whereas during the nine months ended April 2, 2006,  telephonic  revenues
increased by 7.7%,  driven  primarily by the incremental  sales of Cheryl & Co.,
which was acquired in fiscal  April 2005 and Wind & Weather,  which was acquired
in fiscal  November 2005. The Company's  combined  telephonic and online average
order value of $63.51 and $61.80 during the three and nine months ended April 2,
2006, increased 7.2% and 2.7% over the respective prior year periods,  primarily
from a combination of product mix, additional delivery surcharges related to the
Valentine's Day holiday and increases in base service/shipping charges, aligning
them with industry norms.

During the three months ended April 2, 2006,  non-floral gift products accounted
for 35.1% of total combined telephonic and online net revenues,  consistent with
the prior year.  During the nine months  ended  April 2, 206,  non-floral  gifts
accounted  for 53.1% of total  telephonic  and online net  revenue,  compared to
50.6%  during the same  period of the prior year,  primarily  as a result of the
shift in product mix due to the Company's recent acquisitions.

Retail and  fulfillment  revenues  for the three and nine months  ended April 2,
2006 increased in comparison to the same period of the prior year,  primarily as
a result of the continued  membership  growth and wholesale  floral  product and
service  offerings to the  Company's  BloomNet(TM)  network,  and the retail and
wholesale bakery product revenue of Cheryl & Co.

During the second half of fiscal 2005, the Company implemented plans designed to
extend the  Company's  leadership  position  in the floral and  thoughtful  gift
marketplace,  through  increased  marketing  spend  intended  to drive  customer
acquisition, particularly in the floral gift category, and to further extend its
popular gourmet and sweetshop  offerings through internal growth and acquisition
of complementary product lines. Over the last several quarters,  the Company has
seen the success of these  programs,  driving  increased  revenue  through  both
organic  growth,  and through the  expansion  of its Food,  Wine and Gift Basket
collections, which now included the recent acquisition of Fannie May Confections
Brands,  providing our customers with a broad range of gifting options necessary
to compete in an  increasingly  fast paced online  world.  The  remainder of the
Company's  fiscal year includes the Company's  most  significant  floral gifting
holiday, Mother's Day, during which time, the Company will continue its expanded
level of media presence and depth of its marketing programs,  and further expand
its  BloomNet  business-to-business  floral  operations.  As a  result  of these
efforts,  the Company  expects to continue to achieve  strong revenue growth for
the balance of the year. While the Company believes that these  investments have
impacted  the  Company's  earnings  growth over the short term,  over the longer
term,  the  Company  believes  that this  strategy  will  enable  it to  achieve
sustainable  double digit revenue growth and provide further leverage within its
business model and therefore improved profitability.

Gross Profit

                                                                                                     
                                               Three Months Ended                              Nine Months Ended
                                  --------------------------------------------- ---------------------------------------------
                                    April 2,         March 27,                    April 2,         March 27,
                                      2006            2005          % Change       2006             2005          % Change
                                  --------------  --------------- ------------- --------------- --------------- -------------
                                                                (in thousands)

      Gross profit                   $70,274            $59,086        18.9%       $241,292        $201,270         19.9%
      Gross margin %                  39.0%              37.6%                       42.3%           41.5%
 
Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily  of  florist  fulfillment  costs  (primarily  fees  paid  directly  to
florists),  the cost of floral and non-floral merchandise sold from inventory or
through third  parties,  and  associated  costs  including  inbound and outbound
shipping  charges.  Additionally,  cost of revenues  include  labor and facility
costs  related  to  direct-to-consumer   merchandise  operations.  Gross  profit
increased during the three and nine months ended April 2, 2006, in comparison to
the same  period  of the prior  year,  primarily  as a result of the  additional
revenue,  as well as improved gross margin percentage which increased 140 and 80



                                       13


basis points over the respective  prior year periods.  The improved gross margin
percentage  resulted  from a  combination  of: (i) product  mix,  including  the
additions  of the  Cheryl & Co.  and Wind & Weather  product  lines,  which have
higher  gross  margins and (ii)  pricing  initiatives  related to both  delivery
surcharges   during  the   Valentine's   Day  holiday  and   increases  in  base
service/shipping  charges.  For the  foreseeable  future,  although  varying  by
quarter due to seasonal  changes in product  mix,  the Company  expects that its
gross margin  percentage will continue to improve,  primarily through the growth
of its higher  margin  non-floral  gifts lines,  including the  acquisitions  of
Cheryl & Co., Wind & Weather, and more recently,  Fannie May Confections Brands,
as well as through improved product sourcing,  pricing  initiatives and customer
service  and  fulfillment  enhancements  which  are  expected  to  substantially
mitigate continued pressure on shipping costs.

Marketing and Sales Expense

                                                                                                      
                                                Three Months Ended                                Nine Months Ended
                                 ----------------------------------------------  ----------------------------------------------
                                    April 2,        March 27,                      April 2,         March 27,
                                      2006            2005          % Change         2006            2005           % Change
                                 --------------- --------------- --------------  --------------  --------------- --------------
                                                                (in thousands)

Marketing and sales                $53,188          $45,813         16.1%          $179,286        $148,546          20.7%
Percentage of net revenues          29.5%            29.2%                           31.4%           30.7%


Marketing and sales expense  consists  primarily of advertising  and promotional
expenditures,  catalog costs, online portal and search agreements,  retail store
and fulfillment  operations  (other than costs included in cost of revenues) and
customer  service  center  expenses,  as well as the  operating  expenses of the
Company's   departments   engaged  in  marketing,   selling  and   merchandising
activities.  During the three and nine months ended April 2, 2006, marketing and
sales  expenses  increased  over the prior year, as a result of several  factors
including:  (i) the Company's  efforts to increase new customer  acquisition and
accelerate  top-line growth through increased  marketing efforts both online and
through   broadcast   advertising,   (ii)  personnel   required  to  expand  the
BloomNet(TM)  florist business,  (iii) additional  expenses  associated with the
recent acquisitions,  including the Winetasting Network, Cheryl & Co. and Wind &
Weather,  which, while contributing to revenue growth and achieving higher gross
product margins,  also incur higher marketing  expenses,  and (iv) the impact of
adopting  SFAS  No.  123(R),  "Share-Based  Payment"  - refer  below  to  Recent
Accounting  Pronouncements for further details.  During the three and nine month
periods  ended  April 2, 2006,  the Company  added  824,000  and  2,640,000  new
customers,  increases  of 4.0% and 6.6% over the same periods of the prior year.
As a result of the Company's effective customer retention efforts, 1,116,000 and
2,558,000  existing  customers  placed  orders  during the three and nine months
ended April 2, 2006, representing increases of 2.8% and 9.3%,  respectively,  in
comparison to the same periods of the prior year. Additionally, of the 1,940,000
and 5,198,000 total customers who placed orders during the three and nine months
ended  April 2,  2006,  approximately  57.5% and 49.2%  were  repeat  customers,
relatively consistent with the prior year periods.

During the remainder of fiscal 2006, the Company  expects to maintain its recent
level of  marketing  and sales  spending in order to continue its higher rate of
new customer acquisition, while also leveraging its already significant customer
base through cost effective,  customer retention initiatives. Such spending will
continue  to be in online  search  and  affiliate  relationships,  as well as in
direct marketing and broadcast advertising  programs.  In addition,  the Company
plans to continue  to add  personnel  to grow its  BloomNet(TM)  membership  and
support the anticipated  growth of its recently acquired  businesses,  which now
includes Fannie May  Confections  Brands.  As a result,  over the short term the
Company  expects that marketing and sales  expense,  as a percentage of revenue,
will remain consistent with the prior year.





                                       14


Technology and Development Expense

                                                                                                
                                             Three Months Ended                              Nine Months Ended
                                --------------------------------------------- --------------------------------------------
                                   April 2,      March 27,                       April 2,       March 27,
                                    2006           2005           % Change        2006           2005          % Change
                                -------------- --------------- -------------- -------------- --------------- -------------
                                                               (in thousands)

Technology and development       $5,170            $4,160          24.3%         $14,736        $10,556          39.6%
Percentage of net revenues        2.9%              2.6%                           2.6%           2.2%



Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its Web sites,  including  hosting,  content  development  and  maintenance  and
support  costs  related  to  the  Company's  order  entry,   customer   service,
fulfillment and database  systems.  During the three and nine months ended April
2,  2006,  technology  and  development  expense  increased  as a result  of the
incremental  expenses  associated  with  the  acquisitions  of  the  Winetasting
Network,  Cheryl & Co., and Wind & Weather, as well as for increases in the cost
of  maintenance  and  license  agreements  required  to  support  the  Company's
technology  platform,  and the impact of adopting SFAS No. 123(R),  "Share-Based
Payment" - refer below to Recent Accounting  Pronouncements for further details.
During the three and nine months ended April 2, 2006, the Company  expended $8.2
million and $26.1 million respectively,  on technology and development, of which
$3.0 million and $11.4 million, has been capitalized.

Although  over the longer term,  the Company  believes  that it will continue to
demonstrate  its ability to leverage its IT  platforms,  during the remainder of
fiscal  2006,  the  Company  intends  to  continue  to  improve  the  technology
infrastructure  of its wine gift business and cookies and baked gifts  business,
as well as evaluate the  immediate  technology  needs of the  recently  acquired
Fannie May  brands,  and  therefore  expects  that  technology  and  development
spending as a percentage of net revenues  will be  consistent  with, or increase
slightly over the prior year.

General and Administrative Expense

                                                                                             
                                             Three Months Ended                              Nine Months Ended
                                --------------------------------------------- --------------------------------------------
                                   April 2,      March 27,                       April 2,       March 27,
                                    2006           2005           % Change        2006           2005          % Change
                                -------------- --------------- -------------- -------------- --------------- -------------
                                                               (in thousands)

General and administrative        $11,181          $9,864           13.4%        $32,174         $25,420          26.6%
Percentage of net revenues          6.2%            6.3%                           5.6%            5.2%



General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general corporate expenses.  General and administrative  expense increased
during the three and nine months ended April 2, 2006 in  comparison to the prior
year,  primarily as a result of: (i)  incremental  expenses  associated with the
Company's  acquired  businesses,  (ii)  expenses  associated  with the Company's
corporate  headquarters  relocation,  which was  substantially  completed in the
second quarter of fiscal 2006, and (iii) the impact of adopting SFAS No. 123(R),
"Share-Based  Payment" - refer  below to Recent  Accounting  Pronouncements  for
further details.

Although  the  Company  believes  that its current  general  and  administrative
infrastructure  is  sufficient  to  support  existing   requirements  and  drive
operating leverage,  as a result of the incremental expenses associated with the
acquisitions  of  Cheryl  & Co.  and  Wind &  Weather,  and  most  recently  the
acquisition of Fannie May Confections  Brands,  and the seasonal nature of these
businesses,  as well as the impact of the adoption of SFAS 123(R), this leverage
is  partially  offset for the  remainder of fiscal  2006.  As such,  the Company
expects  that its general and  administrative  expenses as a  percentage  of net
revenue  during the remainder of fiscal 2006 will be  consistent  with the prior
year.


                                       15


Depreciation and Amortization Expense

                                                                                                 
                                             Three Months Ended                              Nine Months Ended
                                --------------------------------------------- --------------------------------------------
                                   April 2,      March 27,                       April 2,       March 27,
                                    2006           2005           % Change        2006           2005          % Change
                                -------------- --------------- -------------- -------------- --------------- -------------
                                                               (in thousands)

Depreciation and amortization      $3,877         $3,350          15.7%          $11,210        $11,016          1.8%
Percentage of net revenues          2.2%           2.1%                            2.0%           2.3%


Depreciation and amortization expense increased during the three months and nine
months ended April 2, 2006 in comparison to their respective prior year periods,
due primarily to the incremental amortization expense related to the intangibles
established as a result of the  acquisitions  of Cheryl & Co and Wind & Weather.
During the nine  months  ended  April 2,  2006,  depreciation  and  amortization
expense,  as a  percentage  of revenue,  decreased  over the prior year  period,
reflecting the Company's leverage of its existing infrastructure.

The Company believes that continued investment in its infrastructure,  primarily
in the areas of technology  and  development,  including the  improvement of the
technology  platforms  of the  Company's  wine and cookies  businesses,  and the
recently  acquired  Fannie May brands,  are critical to attaining  its strategic
objectives.  As a result of these  improvements  and an increase in amortization
expense  associated with the intangibles  expected to be established as a result
of the  acquisition  of Fannie May, the Company  expects that  depreciation  and
amortization  for the  remainder  of fiscal  2006 will  increase  slightly  as a
percentage of net revenues in comparison to prior years.

Other Income (Expense)

                                                                                               
                                                 Three Months Ended                              Nine Months Ended
                                --------------------------------------------- --------------------------------------------
                                   April 2,      March 27,                       April 2,       March 27,
                                    2006           2005           % Change        2006           2005          % Change
                                -------------- --------------- -------------- -------------- --------------- -------------
                                                               (in thousands)

 Interest income                    $474           $570            (16.8%)          $830          $1,227         (32.4%)
 Interest expense                    (96)          (116)            17.2%           (293)           (381)         23.1%
 Other                               137             55            149.1%              -              80             -
                                -------------- ---------------                -------------- ---------------
                                    $515           $509              1.2%           $537            $926         (42.0%)
                                ============== ===============                ============== ===============


Other  income  (expense)  consists  primarily of interest  income  earned on the
Company's  investments and available cash balances,  offset by interest expense,
primarily attributable to the Company's capital leases and other long-term debt,
as well as its revolving line of credit. Other income (expense) during the three
months  ended April 2, 2006 was  consistent  with the prior year  period,  while
during for the nine months ended April 2, 2006 other income (expense)  decreased
primarily as a result of lower  interest  income,  resulting  from a decrease in
average cash balances,  due to the  acquisitions of the  Winetasting  Network in
November  2004,  Cheryl & Co. in fiscal  April 2005 and Wind & Weather in fiscal
November 2005, as well as  the Company's stock buy-back program, offset in  part
by lower interest expense due to maturing debt and capital lease obligations.

Income Taxes

During the three and nine months  ended April 2, 2006,  the Company  recorded an
income tax  benefit of $1.1  million  and  income tax  expense of $2.3  million,
respectively.  The  Company's  effective  tax rate for the three and nine months
ending  April 2, 2006 was 41.4% and 50.9%,  respectively,  compared to 43.0% and
40.7% during the  comparative  periods of the prior year. The effective tax rate
during the three and nine  months  ended  April 2, 2006  includes  the impact of
stock-based  compensation  recognized in accordance  with SFAS No.  123(R),  and
resulted in an increase in the annual  effective income tax rate for fiscal 2006
of  approximately  10.2%,  resulting  primarily  from  the  associated  book/tax
differences in accounting for incentive stock options.

Liquidity and Capital Resources

At April 2, 2006, the Company had working  capital of $32.3  million,  including
cash and  equivalents  of $18.6  million,  compared to working  capital of $41.7
million,  including cash and  equivalents  and  short-term  investments of $46.6
million, at July 3, 2005.

Net cash used in operating  activities of $1.8 million for the nine months ended
April 2, 2006 was primarily  attributable to the Company's  seasonal  changes in
working capital. As a result of the timing of the Easter Holiday,  which fell at
the end of the third quarter of the prior year,  inventory and other assets were
higher  at the end of the  current  year  period,  while  payables  for  florist
fulfilled  orders were  lower.  In  addition,  inventory  increased  in order to

                                       16


accommodate  increased  wholesale  floral  product  sales  and due to  timing of
inventory  purchases related to increased  overseas sourcing of products for the
spring selling season.

Net cash used in investing activities of $15.4 million for the nine months ended
April 2, 2006 was primarily  attributable to capital expenditures related to the
Company's technology infrastructure as well as the acquisition of Wind & Weather
in fiscal  November  2005,  offset in part by net proceeds  from the sale of the
Company's short-term investments.

Net cash used in financing  activities of $4.2 million for the nine months ended
April 2, 2006, resulted primarily from cash used to repurchase 182,000 shares of
the  Company's  Class A  common  stock,  which  were  placed  in  treasury,  for
approximately  $1.3  million,  as well as the  repayment of amounts  outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received upon the exercise of employee stock
options.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities. In order to fund working capital requirements during its most recent
Christmas holiday selling season and to support  outstanding  letters of credit,
as well as temporarily finance the acquisition of Wind & Weather, on October 27,
2005,  the  Company  established  a second line of credit in the amount of $20.0
million,  bringing its total available credit  facilities to $25.0 million.  The
credit  facilities,  which were collateralized by the Company's working capital,
bore interest equal to the applicable LIBOR Index plus 1.50% per annum. At April
2, 2006, there were no amounts outstanding under its credit facilities.

On May 1,  2006,  the  Company  entered  into a $135.0  million  secured  credit
facility with JPMorgan Chase,  Bank, N.A., as administrative  agent, and a group
of lenders (the "2006 Credit  Facility").  The 2006 Credit Facility  includes an
$85.0  million  term loan and a $50.0  million  revolving  facility,  which bear
interest at LIBOR plus 0.625% to 1.125%,  with pricing  based upon the Company's
leverage  ratio.  At closing,  the Company  borrowed  $85.0  million of the term
facility  to  acquire  all  of the  outstanding  capital  stock  of  Fannie  May
Confections.  The  Company  is  required  to pay the  outstanding  term  loan in
quarterly  installments,  with the final installment payment due on May 1, 2012.
The  2006  Credit  Facility  contains  various  conditions  to  borrowing,   and
affirmative and negative  financial  covenants.  Concurrent with the 2006 Credit
Facility,  the Company's previous $25.0 million revolving credit facilities were
terminated.  The Company  does not expect to draw down on the  revolving  credit
facility until the end of its fiscal first quarter in order to fund  pre-holiday
manufacturing and inventory purchases.

At April 2, 2006, the Company's contractual obligations consist of:


                                                                                                
                                                                      Payments due by period
                                        --------------------------------------------------------------------------------
                                                                           (in thousands)
                                                          Less than 1         1 - 3           3 - 5         More than 5
                                             Total               year         years           years               years
                                        -----------    ---------------    ------------    -------------    --------------


Long-term debt                              $3,564             $1,540          $2,024              $-               $-
Capital lease obligations                      791                706              85               -                -
Operating lease obligations                 59,251              8,835          15,670           8,628           26,118
Sublease obligations                         7,697              2,281           3,235           1,480              701
Purchase commitments (*)                    17,617             16,563           1,054               -                -
                                        -----------    ---------------    ------------    -------------    --------------
  Total                                    $88,920            $29,925         $22,068         $10,108          $26,819
                                        ===========    ===============    ============   =============     ===============


(*) Purchase  commitments  consist  primarily of inventory,  equipment  purchase
orders and online marketing agreements made in the ordinary course of business.

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed  utilizing  available  cash.  As of April 2, 2006,  the
Company had repurchased 1.5 million shares of common stock for $11.1 million, of
which 182,000 shares of common stock for $1.3 million was repurchased during the
nine months ending April 2, 2006.


                                       17


Critical Accounting Policies and Estimates

The Company's discussion and analysis of its financial statements and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc., which have been prepared in accordance with accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements requires management to make estimates and assumptions that
affect the reported amount of assets,  liabilities,  revenues and expenses,  and
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
management   evaluates  its  estimates,   including  those  related  to  revenue
recognition,  inventory  and  long-lived  assets,  including  goodwill and other
intangible  assets related to  acquisitions.  Management bases its estimates and
judgments  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments about the carrying values of assets and liabilities.
Actual results may differ from these estimates  under  different  assumptions or
conditions.  Management  believes the following  critical  accounting  policies,
among others,  affects the Company's  more  significant  judgments and estimates
used in preparation of its consolidated financial statements.

Revenue Recognition

Net  revenues  are  generated  by  online,  telephonic  and  retail  fulfillment
operations and primarily consist of the selling price of merchandise, service or
outbound shipping charges, less discounts, returns and credits. Net revenues are
recognized upon product shipment.

Accounts Receivable

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.

Inventory

The  Company  states  inventory  at the  lower of cost or  market  and  includes
purchased and manufactured  finished goods for resale,  packaging supplies,  raw
material  ingredients  for  manufactured  products and associated  manufacturing
labor.  In assessing the  realization  of  inventories,  we are required to make
judgments  as to future  demand  requirements  and compare  that with  inventory
levels.  It is possible that changes in consumer  demand could cause a reduction
in the net realizable value of inventory.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of the purchase price over the fair value of the
net assets  acquired  and is  evaluated  annually  for  impairment.  The cost of
intangible assets with determinable lives is amortized to reflect the pattern of
economic benefits consumed, on a straight-line basis, over the estimated periods
benefited, ranging from 3 to 16 years.

The Company periodically  evaluates acquired businesses for potential impairment
indicators.  Judgment regarding the existence of impairment  indicators is based
on market conditions and operational  performance of the Company.  Future events
could cause the Company to conclude that  impairment  indicators  exist and that
goodwill and other intangible assets associated with our acquired businesses are
impaired.

Capitalized Software

The carrying value of capitalized software, both purchased and internally
developed, is periodically reviewed for potential impairment indicators. Future
events could cause the Company to conclude that impairment indicators exist and
that capitalized software is impaired.

Stock-based Compensation

With the  implementation of SFAS No. 123(R) effective July 4, 2005,  stock-based
compensation  changes  our  financial  statements  as  detailed in Note 3 to the
financial  statements.  Determining  the amount and  distribution of expense for
stock-based compensation,  as well as the associated impact to the balance sheet
and  statement of cash flows,  requires the Company to develop  estimates of the
fair value of stock-based compensation expenses. The most significant factors of
that expense require estimates or projections including the expected volatility,
expected lives and estimate forfeiture rates of employee stock options,  and are
determined  based on  historical  measurements  and expected  outcomes,  and the
Company's interpretation of regulatory guidance.

                                       18


Income Taxes

The Company  has  established  deferred  income tax assets and  liabilities  for
temporary  differences  between the financial reporting bases and the income tax
bases of its  assets and  liabilities  at enacted  tax rates  expected  to be in
effect when such assets or liabilities are realized or settled.  The Company has
recognized  as a deferred  tax asset the tax  benefits  associated  with  losses
related to  operations,  which are  expected to result in a future tax  benefit.
Realization  of this deferred tax asset assumes that the Company will be able to
generate  sufficient  taxable income so that these assets will be realized.  The
factors that the Company  considers in assessing the  likelihood of  realization
include  the  forecast  of future  taxable  income and  available  tax  planning
strategies that could be implemented to realize the deferred tax assets.


Recent Accounting Pronouncements

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 123(R),  "Share-Based  Payment."  This  Statement  revised  SFAS No. 123  by
eliminating  the option to account for employee  stock  options under APB No. 25
and requires  companies to recognize the cost of employee  services  received in
exchange for awards of equity  instruments based on the grant-date fair value of
those awards (the "fair-value-based" method).

Effective  July  4,  2005,  the  Company  adopted  the  fair  value  recognition
provisions of SFAS No. 123(R) using the modified prospective application method.
Under this transition method,  compensation cost recognized in the three and six
months ended January 1, 2006,  includes amounts of: (a) compensation cost of all
stock-based  payments  granted  prior to, but not yet vested as of, July 4, 2005
(based on  grant-date  fair value  estimated  in  accordance  with the  original
provisions of SFAS No. 123, and previously  presented in the pro-forma  footnote
disclosures),  and (b)  compensation  cost for all stock-based  payments granted
subsequent  to July 3, 2005 (based on the  grant-date  fair value  estimated  in
accordance  with the new provision of SFAS No.  123(R)).  In accordance with the
modified  prospective method,  results for prior periods have not been restated.
Prior to the Company's adoption of SFAS No. 123(R), benefits of tax deduction in
excess of recognized  compensation  costs were reported as operating cash flows.
SFAS No.  123(R)  requires  excess tax benefits be reported as a financing  cash
inflow  rather than as a  reduction  of taxes  paid.  There were no  significant
excess tax benefits for the nine-month period ended April 2, 2006.
















                                       19



The  following  table summarizes  the effect of  adopting  SFAS No. 123(R) as of
July 4, 2005:

                                                                                            

                                                                           Three Months          Nine Months
                                                                              Ended                Ended
                                                                          April 2, 2006        April 2, 2006
                                                                       --------------------   ------------------
          Stock-option compensation expense recognized (*):             (in thousands, except per share data)

           Marketing and sales                                                $299                 $931
           Technology and development                                          128                  397
           General and administrative                                          427                1,325
                                                                           -----------          -----------
             Total                                                             854                2,653
           Related deferred income tax expense                                 257                  630
                                                                           -----------          -----------
           Increase in net loss/decrease in net income                        $597               $2,023
                                                                           ===========          ===========

           Impact on basic and diluted net (loss) income per common
           share                                                            $(0.01)              $(0.03)
                                                                           ===========          ===========


           (*) Excludes the amortization of restricted stock awards in the amount
           of $204 and $405 for the three and nine  months  ended  April 2, 2006,
           respectively ($122 and $242, net of tax for the three and  nine months
           ended April 2, 2006, respectively).


Compensation  expense related to the amortization of restricted stock awards was
recognized  prior to the  implementation  of SFAS No. 123(R).  Total stock based
compensation  expense,  which  includes  both  expense  from stock  options  and
restricted stock awards, totaled $1.1 million and $3.1 million ($0.7 million and
$2.3 million,  net of tax) during the three and nine months ended April 2, 2006,
respectively.


Refer to Note 3 - Stock-Based  Compensation  for further  information  regarding
disclosure required in accordance with SFAS No. 123(R).


Forward Looking Information and Factors that May Affect Future Results


Our disclosure and analysis in this report contain  forward-looking  information
about the Company's  financial  results and estimates,  business  prospects that
involve  substantial  risks and  uncertainties.  From time to time,  we also may
provide oral or written forward-looking statements in other materials we release
to the  public.  Forward-looking  statements  give our current  expectations  or
forecasts of future events.  You can identify these  statements by the fact that
they do not relate strictly to historic or current facts. They use words such as
"will,"   "anticipate,"   "estimate,"  "expect,"  "project,"  "intend,"  "plan,"
"believe,"  "target," "forecast" and other words and terms of similar meaning in
connection with any discussion of future operating or financial performance.  In
particular,   these  include  statements  relating  to  future  actions,  future
performance,  new products and product categories, the outcome of contingencies,
such as legal proceedings,  and financial results.  Among the factors that could
cause actual results to differ materially are the following:

    o   the Company's ability:
        o  to achieve solid, sustainable revenue growth;
        o  to maintain and enhance its online shopping web sites to attract
           customers;
        o  to successfully introduce new products and product categories;

                                       20



        o  to successfully integrate acquisitions, including the acquisition of
           Fannie May Confections Brands, Inc.;
        o  to cost effectively acquire and retain customers;
        o  to compete against existing and new competitors;
        o  to manage expenses associated with necessary general and
           administrative and technology investments;
        o  to cost efficiently manage inventories; and
        o  to grow its revenues and leverage its operating infrastructure to
           enhance profitability;
    o  general consumer sentiment and economic conditions that may affect levels
       of discretionary customer purchases of the Company's products; and
    o  competition from existing and potential new competitors.

We  cannot  guarantee  that  any  forward-looking  statement  will be  realized,
although  we  believe  we  have  been  prudent  in our  plans  and  assumptions.
Achievement of future results is subject to risks,  uncertainties and inaccurate
assumptions.  Should known or unknown  risks or  uncertainties  materialize,  or
should  underlying  assumptions  prove  inaccurate,  actual  results  could vary
materially  from past results and those  anticipated,  estimated  or  projected.
Investors should bear this in mind as they consider forward-looking statements.

We  undertake  no  obligation  to publicly  update  forward-looking  statements,
whether as a result of new  information,  future  events or  otherwise.  You are
advised, however, to consult any further disclosures we make on related subjects
in our  Forms  10-Q,  8-K  and  10-K  reports  to the  Securities  and  Exchange
Commission. Our Annual Report on Form 10-K filing for the fiscal year ended July
3, 2005 listed  various  important  factors that could cause  actual  results to
differ materially from expected and historic results.  We note these factors for
investors as permitted by the Private Securities  Litigation Reform Act of 1995.
Readers can find them in Part I, Item 1, of that filing under the heading  "Risk
Factors that May Affect Future  Results".  We  incorporate  that section of that
Form 10-K in this filing and investors should refer to it. You should understand
that it is not possible to predict or identify all such  factors.  Consequently,
you should not  consider  any such list to be a  complete  set of all  potential
risks or uncertainties.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
money market  funds.  While the Company  currently  does not use  interest  rate
derivative  instruments to manage exposure to interest rate changes, in order to
finance the acquisition of Fannie May  Confections,  on May 1, 2006, the Company
entered into a $135.0  million  secured  credit  facility.  The credit  facility
includes an $85.0  million  term loan and a $50.0  million  revolving  facility,
which bear interest at LIBOR plus 0.625% to 1.125%,  with pricing based upon the
Company's  leverage  ratio.

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end
of the  period  covered  by this  report.  Based on that  evaluation,  the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of the period covered by this report,  these disclosure  controls and procedures
are  effective  in  alerting  them in a timely  manner to  material  information
required to be disclosed in the Company's  periodic  reports filed with the SEC.
There were no changes in our internal control over financial  reporting (as such
term is defined in Exchange Act Rules  13a-15(f) and 15d-15(f))  during the nine
months  ended April 2, 2006 that have  materially  affected,  or are  reasonably
likely to materially affect, our internal controls over financial reporting.


                                       21




PART II. - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

From time to time,  the  Company  is  subject  to legal  proceedings  and claims
arising in the ordinary course of business. The Company is not aware of any such
legal  proceedings or claims that it believes will have,  individually or in the
aggregate,  a material  adverse effect on its business,  consolidated  financial
position, results of operations or liquidity.

ITEM 1A.  RISK FACTORS.

There have been no material  changes from the risk factors  disclosed in Part 1,
Item 1, of the  Company's  Annual  Report on Form 10-K for the fiscal year ended
July 3, 2005.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the months indicated, the Company's purchase
of common  stock  during  fiscal  2006 which  includes  the period  July 4, 2005
through April 2, 2006.


                                                                                           
                                                                          Total Number of          Dollar Value of
                                                                          Shares Purchased as      Shares that May Yet
                                                                          Part of Publicly         Be Purchased Under
                             Total Number of          Average Price       Announced Plans or       the Plans or
Period                       Shares Purchased        Paid Per Share       Programs                 Programs
-------------------------------------------------------------------------------------------------------------------------
                                        (in thousands, except average price paid per share)

   7/4/05 - 7/31/05                   120.5                $7.19                    120.5                    $9,315
   8/1/05 - 8/28/05                    61.5                $7.31                     61.5                    $8,863
  8/29/05 - 10/2/05                       -                   $-                        -                    $8,863
 10/3/05 - 10/30/05                       -                   $-                        -                    $8,863
10/31/05 - 11/27/05                       -                   $-                        -                    $8,863
  11/28/05 - 1/1/06                       -                   $-                        -                    $8,863
   1/2/06 - 1/29/06                       -                   $-                        -                    $8,863
  1/30/06 - 2/26/06                       -                   $-                        -                    $8,863
   2/27/06 - 4/2/06                       -                   $-                        -                    $8,863
                             --------------------    -----------------    ---------------------
Total                                 182.0                $7.23                    182.0


On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million. All share purchases
were made in  open-market  transactions.  The  average  price  paid per share is
calculated on a settlement basis and excludes commission.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.

ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS

         31.1  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002.

         32.1  Certifications pursuant to 18 U.S.C. Section 1350, as  adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       22




                                   SIGNATURES



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 thereunto duly authorized.





                                             1-800-FLOWERS.COM, Inc.
                                             -----------------------------------
                                             (Registrant)




Date: 5/12/06                                 /s/ James F. McCann
---------------------                        -----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: 5/12/06                                 /s/ William E. Shea
---------------------                        -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)



















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