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 December 31, 2006

                                       OR

          ___ 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-accelerated filer ( )

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                                  Yes ( ) No (X)

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

                                   25,350,005
                                   ----------
  (Number of shares of Class A common stock outstanding as of January 29, 2007)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of January 29, 2007)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                            Page
                                                                            ----

Part I.     Financial Information

 Item 1.     Consolidated Financial Statements:

             Consolidated Balance Sheets - December 31, 2006
              (Unaudited) and July 2, 2006                                     1

             Consolidated Statements of Income (Unaudited) - Three
              and Six Months Ended December 31, 2006 and January 1,
              2006                                                             2

             Consolidated Statements of Cash Flows (Unaudited) -
              Three and Six Months Ended December 31, 2006 and
              January 1, 2006                                                  3

             Notes to Consolidated Financial Statements (Unaudited)            4

 Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             13

 Item 3.     Quantitative and Qualitative Disclosures About Market Risk       24

 Item 4.     Controls and Procedures                                          24

Part II.     Other Information

 Item 1.     Legal Proceedings                                                25

 Item 1A.    Risk Factors                                                     25

 Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      25

 Item 3.     Defaults upon Senior Securities                                  25

 Item 4.     Submission of Matters to a Vote of Security Holders              26

 Item 5.     Other Information                                                26

 Item 6.     Exhibits                                                         26

Signatures                                                                    27




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


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



                                                                                                   
                                                                                     December 31,   July 2,
                                                                                        2006         2006
                                                                                     ------------ ------------
                                                                                     (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                 $ 25,998      $24,599
 Receivables, net                                                                       30,413       13,153
 Inventories                                                                            58,787       52,954
 Deferred income taxes                                                                  10,596       17,427
 Prepaid and other                                                                      11,183       10,347
                                                                                     ------------ ------------
    Total current assets                                                               136,977      118,480

Property, plant and equipment, net                                                      63,366       59,732
Goodwill                                                                               105,548      131,141
Other intangibles, net                                                                  54,055       29,822
Deferred income taxes                                                                    6,224        6,224
Other assets                                                                             1,624        1,235
                                                                                     ------------ ------------
Total assets                                                                          $367,794     $346,634
                                                                                     ============ ============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                $ 93,133     $ 63,870
 Current maturities of long-term debt and obligations under capital leases              10,089       10,360
                                                                                     ------------ ------------
    Total current liabilities                                                          103,222       74,230
Long-term debt and obligations under capital leases                                     73,084       78,063
Other liabilities                                                                        2,212        1,158
                                                                                     ------------ ------------
Total liabilities                                                                      178,518      153,451
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, 29,949,560
  and 29,872,183 shares issued at December 31, 2006 and July 2, 2006,
  respectively                                                                             299          299
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
  shares issued at December 31, 2006 and July 2, 2006, respectively                        421          421
 Additional paid-in capital                                                            264,946      262,667
 Retained deficit                                                                      (46,508)     (56,011)
 Treasury stock, at cost, 4,566,090 Class A shares at December 31, 2006 and
  July 2, 2006, respectively and 5,280,000 Class B shares                              (29,882)     (14,193)
                                                                                     ------------ ------------
    Total stockholders' equity                                                         189,276      193,183
                                                                                     ------------ ------------
Total liabilities and stockholders' equity                                            $367,794     $346,634
                                                                                     ============ ============






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                  Six Months Ended
                                                             ---------------------------------   ---------------------------------
                                                               December 31,      January 1,        December 31,      January 1,
                                                                  2006             2006               2006             2006
                                                             ---------------- ----------------   --------------- ----------------
Net revenues                                                    $329,866         $277,829           $466,998         $390,594
Cost of revenues                                                 177,889          152,837            260,207          219,576
                                                             ---------------- ----------------   --------------- ----------------
Gross profit                                                     151,977          124,992            206,791          171,018
Operating expenses:
 Marketing and sales                                              99,037           87,874            141,407          126,098
 Technology and development                                        5,201            4,797             10,362            9,566
 General and administrative                                       13,931           10,357             27,274           20,993
 Depreciation and amortization                                     3,834            3,809              8,578            7,333
                                                             ---------------- ----------------   --------------- ----------------
   Total operating expenses                                      122,003          106,837            187,621          163,990
                                                             ---------------- ----------------   --------------- ----------------
Operating income                                                  29,974           18,155             19,170            7,028
Other income (expense):
 Interest income                                                     254              141                591              356
 Interest expense                                                 (2,425)            (113)            (4,253)            (197)
 Other                                                                (7)            (143)                 4             (137)
                                                             ---------------- ----------------   --------------- ----------------
Total other income (expense), net                                 (2,178)            (115)            (3,658)              22
                                                             ---------------- ----------------   --------------- ----------------
Income before income taxes                                        27,796           18,040             15,512            7,050
Income taxes                                                     (10,874)          (7,704)            (6,009)          (3,340)
                                                             ---------------- ----------------   --------------- ----------------
Net income                                                       $16,922          $10,336             $9,503           $3,710
                                                             ================ ================   =============== ================
Net income per common share:
     Basic                                                         $0.26            $0.16              $0.15            $0.06
                                                             ================ ================   =============== ================
     Diluted                                                       $0.26            $0.16              $0.14            $0.06
                                                             ================ ================   =============== ================
Weighted average shares used in the calculation
 of net income per common share
     Basic                                                        65,094           65,065             65,144            65,076
                                                             ================ ================   =============== ================
     Diluted                                                      66,089           66,395             66,103            66,395
                                                             ================ ================   =============== ================









See accompanying Notes to Consolidated Financial Statements.


                                       2



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

                                                                                                     
                                                                                         Six Months Ended
                                                                                   -----------------------------
                                                                                    December 31,    January 1,
                                                                                       2006           2006
                                                                                   -------------  --------------

Operating activities:
Net income                                                                              $9,503         $3,710
Reconciliation of net income to net cash provided by operations:
 Depreciation and amortization                                                           8,578          7,333
 Deferred income taxes                                                                   6,831          3,070
 Bad debt expense                                                                          734            160
 Stock-based compensation                                                                2,009          1,997
 Other non-cash items                                                                      199            166
Changes in operating items:
    Receivables                                                                        (17,994)        (4,455)
    Inventories                                                                         (6,182)        (8,190)
    Prepaid and other                                                                     (836)        (1,316)
    Accounts payable and accrued expenses                                               29,263         33,840
    Other assets                                                                          (734)             4
    Other liabilities                                                                    1,054           (452)
                                                                                   -------------  --------------
 Net cash provided by operating activities                                              32,425         35,867


Investing activities:
Acquisitions, net of cash acquired                                                        (347)        (4,959)
Dispositions                                                                               630              -
Capital expenditures                                                                   (10,477)       (13,083)
Proceeds from sale of investments                                                            -          6,695
Other                                                                                     (163)            86
                                                                                   -------------  --------------
 Net cash used in investing activities                                                 (10,357)       (11,261)


Financing activities:
Acquisition of treasury stock                                                          (15,689)        (1,324)
Proceeds from employee stock options                                                       270            179
Proceeds from bank borrowings                                                           65,000              -
Repayment of notes payable and bank borrowings                                         (69,954)        (1,815)
Repayment of capital lease obligations                                                    (296)          (735)
                                                                                   -------------  --------------
 Net cash used in financing activities                                                 (20,669)        (3,695)
                                                                                   -------------  --------------
Net change in cash and equivalents                                                       1,399         20,911
Cash and equivalents:
 Beginning of period                                                                    24,599         39,961
                                                                                   -------------  --------------
 End of period                                                                         $25,998        $60,872
                                                                                   =============  ==============





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
six months ended December 31, 2006 are not necessarily indicative of the results
that may be expected for the fiscal year ending July 1, 2007.

The balance sheet information at July 2, 2006 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 2, 2006.

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 six months ended  December  31, 2006 and January 1, 2006,  the
Company's  comprehensive  net income was equal to the  respective net income for
each of the periods presented.

Recent Accounting Pronouncements

In June 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Interpretation  No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").
FIN  48  applies  to all  tax  positions  accounted  for  under  SFAS  No.  109,
"Accounting  for  Income  Taxes" and  defines  the  confidence  level that a tax
position must meet in order to be recognized  in the financial  statements.  The
interpretation requires that the tax effects of a position be recognized only if
it is  "more-likely-than-not"  to be sustained by the taxing authority as of the
reporting date. If a tax position is not considered "more-likely-than-not" to be
sustained then no benefits of the position are to be recognized. FIN 48 requires
additional  disclosures and is effective as of the beginning of the first fiscal
year beginning after December 15, 2006. The Company is currently  evaluating the
effect  that the  adoption  of FIN 48 will have on its  consolidated  results of
operations and financial condition.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
Statement  defines fair value,  establishes a framework for measuring fair value
and expands  disclosure  about fair value  measurements,  and is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.  The  Company is  currently
evaluating  the effect  that the  adoption  of this  Statement  will have on its
consolidated results of operations and financial condition.

Reclassifications

Certain  balances in the  prior fiscal periods have been reclassified to conform
with the presentation in the current fiscal year.



                                       4

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

Note 2 - Net Income Per Common Share

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

                                                                                                                  
                                                                     Three Months Ended                   Six Months Ended
                                                              ----------------------------------  ----------------------------------
                                                                 December 31,       January 1,       December 31,      January 1,
                                                                    2006              2006              2006              2006
                                                              -----------------  ---------------  ----------------  ----------------
                                                                                 (in thousands, except per share data)
    Numerator:
       Net income                                                  $16,922           $10,336           $9,503            $3,710
                                                              =================  ===============  ================  ================
    Denominator:
       Weighted average shares outstanding (*)                      65,094            65,065           65,144            65,076
       Effect of dilutive securities:
       Employee stock options                                          893             1,297              866             1,294
       Employee restricted stock awards                                102                33               93                25
                                                              -----------------  ---------------  ----------------  ----------------
                                                                       995             1,330              959             1,319
                                                              -----------------  ---------------  ----------------  ----------------
    Adjusted weighted-average shares and assumed
       conversions                                                  66,089            66,395           66,103            66,395
                                                              =================  ===============  ================  ================
    Net income per common share:
       Basic                                                         $0.26             $0.16            $0.15             $0.06
                                                              =================  ===============  ================  ================
       Diluted                                                       $0.26             $0.16            $0.14             $0.06
                                                              =================  ===============  ================  ================
 
     (*) On December 28, 2006, the Company completed its repurchase of 3,010,740
     shares of Class A Common Stock in a privately negotiated  transaction.  The
     purchase  price was  $15,689,000,  or $5.21 per share.  The  repurchase was
     approved by the  disinterested  members of the Company's Board of Directors
     and is in addition to the Company's existing stock repurchase authorization
     of $20.0 million, of which $8.9 million remains authorized by unused.

Note 3 - Stock-Based Compensation

The Company has a Long Term Incentive and Share Award Plan,  which is more fully
described  in Note 11 of the  Company's  2006 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.

The  amounts of  stock-based  compensation  expense  recognized  in the  periods
presented are as follows:

                                                                                                                 
                                                                     Three Months Ended                   Six Months Ended
                                                              ---------------------------------- ----------------------------------
                                                                 December 31,       January 1,       December 31,      January 1,
                                                                    2006              2006              2006              2006
                                                              ----------------- ---------------- ----------------  ----------------
                                                                              (in thousands, except per share data)

    Stock options                                                     $482               $947            $1,338            $1,797
    Restricted stock awards                                            507                113               671               200
                                                              ----------------- ---------------- ---------------- -----------------
        Total                                                          989              1,060             2,009             1,997
   Deferred income tax benefit                                         317                241               599               451
                                                              ----------------- ---------------- ---------------- -----------------
   Stock-based compensation expense, net                              $672               $819            $1,410            $1,546
                                                              ================= ================ ================= ================
   Impact on basic and diluted net income per
   common share                                                      $0.01              $0.01             $0.02             $0.02
                                                              ================= ================ ================= ================


                                       5









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

Stock-based  compensation  is  recorded  within  the  following  line  items  of
operating expenses:

                                                                                              
                                                     Three Months Ended               Six Months Ended
                                               --------------------------------- ------------------------------
                                                December 31,      January 1,      December 31,      January 1,
                                                   2006             2006             2006             2006
                                               ---------------- ---------------- ---------------- -------------
                                                            (in thousands, except per share data)


   Marketing and sales                                  $347         $371             $705             $701
   Technology and development                            148          159              301              299
   General and administrative                            494          530            1,003              997
                                               ---------------- ---------------- ---------------- -------------
           Total                                        $989       $1,060           $2,009           $1,997
                                               ================ ================ ================ =============


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 granted during the respective periods were
as follows:


                                                                                           
                                                     Three Months Ended               Six Months Ended
                                               --------------------------------- ------------------------------
                                                December 31,      January 1,      December 31,      January 1,
                                                   2006             2006             2006             2006
                                               ---------------- ---------------- ---------------- -------------


      Weighted average fair value of
       options granted                               $2.59            $3.09            $2.59          $3.11
      Expected volatility                            46.0%            46.0%            46.0%          46.0%
      Expected life                                   5.3 yrs          5.3 yrs          5.3 yrs        5.3 yrs
      Risk-free interest rate                         4.50%            4.47%            4.50%          4.45%
      Expected dividend yield                         0.0%             0.0%             0.0%           0.0%




The  expected   volatility  of  the  option  is  determined   using   historical
volatilities  based on  historical  stock  prices.  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 six months ended
December 31, 2006:

                                                                                            
                                                                                       Weighted
                                                                         Weighted       Average
                                                                          Average      Remaining     Aggregate
                                                                         Exercise     Contractual    Intrinsic
                                                          Options          Price         Term       Value (000s)
                                                        ----------------------------------------------------------

  Outstanding at July 2, 2006                             10,103,491        $8.09
  Granted                                                     50,000        $5.47
  Exercised                                                  (64,620)       $4.16
  Forfeited                                                 (376,710)       $9.71
                                                        -------------
  Outstanding at December 31, 2006                         9,712,161        $8.04     5.2 years       $6,234
                                                        =============
  Options vested or expected to vest at December 31,       9,678,383        $8.06     5.1 years       $6,229
   2006
  Exercisable at December 31, 2006                         7,485,722        $8.33     4.4 years       $6,198



                                       6



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


As of December 31, 2006, the total future compensation cost related to nonvested
options, not yet recognized in the statement of income, was $5.7 million and the
weighted  average  period over which these awards are expected to be  recognized
was 3.2 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
Awards).  The following table  summarizes the activity of non-vested  restricted
stock during the six months ended December 31, 2006:

                                                                        
                                                                          Weighted
                                                                       Average Grant
                                                                         Date Fair
                                                         Shares             Value
                                                        -------------  ---------------

            Non-vested at July 2, 2006                   293,681             $7.44
            Granted                                      715,699             $5.18
            Vested                                       (29,913)            $6.66
            Forfeited                                    (35,637)            $6.79
                                                        -------------
            Non-vested at December 31, 2006              943,830             $5.78
                                                        =============


The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date. As of December 31, 2006, there was $4.1million of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over the weighted-average  remaining period of 2.6
years.

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 Fannie May Confections Brands, Inc.

On May 1, 2006,  the Company  acquired  all of the  outstanding  common stock of
Fannie May Confections Brands,  Inc. ("Fannie May Confections"),  a manufacturer
and  multi-channel  retailer  and  wholesaler  of  premium  chocolate  and other
confections  under the Fannie May,  Harry  London and Fanny Farmer  brands.  The
acquisition,  for a  purchase  price of  approximately  $92.1  million  in cash,
including estimated working capital adjustments and transaction costs,  includes
a modern 200,000-square foot 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. The purchase price is subject to "earn-out"  incentives
which  amount to a maximum of $4.5  million  during the year ending July 1, 2007
and $1.5  million  during the year ending June 29,  2008,  upon  achievement  of
specified  earnings  targets.  Fannie  May  Confections  generated  revenues  of
approximately $75.0 million in its most recent fiscal year ended April 30, 2006.

As  described   further  under  "Long-Term   Debt,"  in  order  to  finance  the
acquisition,  on May 1, 2006, the Company entered into a 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 $60.0 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.


                                       7



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

During the quarter ended December 31, 2006, the Company completed the allocation
of the purchase price to individual  assets  acquired and  liabilities  assumed,
resulting  in  adjustments  to the  carrying  value of Fannie  May  Confections'
recorded assets and liabilities,  including  revisions to the value and expected
lives of certain  intangible assets,  subject to amortization,  and the residual
amount that was  allocated  to  goodwill.  As a result,  during the three months
ended  December  31,  2006,  the Company  recorded a reduction  in  amortization
expense in the amount of $0.6 million,  reflecting the cumulative  effect of the
change in estimated value had on prior periods.

Acquisition of Wind & Weather

On October 31, 2005, the Company acquired all of the outstanding common stock of
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  $5.3 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. The
Company has since  relocated  the  operations  of Wind & Weather to its Madison,
Virginia facility, and terminated operations in California.

The following table summarizes the allocation of purchase price to the estimated
fair  values  of  assets  acquired  and  liabilities  assumed  at  the  date  of
acquisitions of Fannie May Confections Brands and Wind & Weather:

                                                                           
                                                        Fannie May
                                                        Confections          Wind & Weather
                                                      Purchase Price         Purchase Price
                                                        Allocation             Allocation
                                                     ------------------    ------------------
                                                                 (in thousands)
  Current assets                                        $21,979                  $4,014
  Property, plant and equipment                           4,643                      67
  Intangible assets                                      37,879                   2,560
  Goodwill                                               37,266                   2,703
  Other                                                     156                      20
                                                     ------------------    ------------------
    Total assets acquired                               101,923                   9,364
                                                     ------------------    ------------------
  Current liabilities                                     4,929                   3,810
  Deferred tax liabilities                                4,485                     265
  Other                                                     399                      39
                                                     ------------------    ------------------
    Total liabilities assumed                            $9,813                   4,114
    Net assets acquired                                 $92,110                  $5,250
                                                     ==================    ==================


Of the $40.4  million of acquired  intangible  assets  related to the Fannie May
Confections  and Wind & Weather  acquisitions,  $30.1  million  was  assigned to
trademarks that are not subject to  amortization,  while the remaining  acquired
intangibles  of $10.3  million  were  allocated  primarily  to customer  related
intangibles which are being amortized over the assets'  determinable useful life
of 3 - 10 years.



                                       8

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

Pro forma Results of Operation

The following unaudited pro forma consolidated financial information has been
prepared as if the acquisitions of Fannie May Confections and Wind & Weather 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               Six Months Ended
                                               --------------------------------- ------------------------------
                                                December 31,      January 1,      December 31,      January 1,
                                                   2006             2006             2006             2006
                                               ---------------- ---------------- ---------------- -------------
                                                            (in thousands, except per share data)

       Net revenues                                 $329,866         $314,641           $466,998      $439,356

       Operating income                              $29,974          $27,316            $19,170       $15,241

       Net income                                    $16,922          $14,813             $9,503        $6,905

       Net income per common share
        Basic                                          $0.26            $0.23              $0.15         $0.11
        Diluted                                        $0.26            $0.22              $0.14         $0.11


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:

                                                                                                     
                                                                                         December 31,      July 2,
                                                                                            2006            2006
                                                                                       ----------------  -----------
                                                                                               (in thousands)

       Finished goods                                                                      $38,988         $36,689
       Work-in-Process                                                                       4,169           3,370
       Raw materials                                                                        15,630          12,895
                                                                                         -----------     -----------
                                                                                           $58,787         $52,954
                                                                                         ===========     ===========

Note 6 - Goodwill and Intangible Assets

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


                                                                                              
                                                                                             December 31,
                                                                                                2006
                                                                                            --------------
                                                                                            (in thousands)

              Goodwill - beginning of year                                                    $131,141
              Acquisition of Fannie May Confections-reclassification of indefinite
               lived, non-amortizable tradenames                                               (25,385)
              Other                                                                               (208)
                                                                                            --------------
              Goodwill - end of period                                                        $105,548
                                                                                            ==============





                                       9



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


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

                                                                                                
                                                     December 31, 2006                           July 2, 2006
                                            ---------------------------------------- ----------------------------------------
                                               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          $3,923      $1,004      $4,927          $3,762       $1,165
   Customer lists             3 - 10 years     14,260           2,952      11,308      18,500           2,231       16,269
   Other                       5 - 8 years      2,604             537       2,067       1,754             252        1,502
                                            ------------- --------------- ----------- ----------- --------------- ------------
                                               21,791           7,412      14,379      25,181           6,245       18,936

 Trademarks with
    indefinite lives                           39,676               -      39,676      10,886               -       10,886
                                            ------------- --------------- ----------- ----------- --------------- ------------
 Total identifiable
    intangible assets                         $61,467           7,412     $54,055     $36,067          $6,245      $29,822
                                            ============= =============== =========== =========== =============== ============


Estimated future amortization expense is as follows:  remainder of fiscal 2007 -
$1.3  million,  fiscal 2008 - $2.7 million,  fiscal 2009 - $2.6 million,  fiscal
2010 - $2.5 million, fiscal 2011 - $1.9 million, and thereafter - $3.4 million.

Note 7 - Long-Term Debt

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

                                                                                                       
                                                                                         December 31,      July 2,
                                                                                            2006            2006
                                                                                       ----------------  -----------
                                                                                                (in thousands)

                Term loan                                                                   $80,750         $85,000
                Commercial note                                                               2,257           2,942
                Seller financed acquisition obligations                                                          23
                Obligations under capital leases                                                166             458
                                                                                         -----------     -----------
                                                                                             83,173          88,423
                Less current maturities of long-term debt and obligations under
                 capital leases                                                              10,089          10,360
                                                                                         -----------     -----------
                                                                                            $73,084         $78,063
                                                                                         ===========     ===========


In order to finance the acquisition of Fannie May  Confections,  on May 1, 2006,
the Company  entered into a 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
$60.0 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 escalating  quarterly  installments,  with the
final  installment  payment due on May 1, 2012.  As of December  31,  2006,  the
Company had no borrowings outstanding under the 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

                                       10



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

change in subsequent interim periods.  The Company's  effective tax rate for the
three and six months ended December 31, 2006 was 39.1% and 38.7%,  respectively,
compared to 42.7% and 47.4%  during the  comparative  three and six months ended
January 1, 2006.  The  effective  tax rate  includes  the impact of  stock-based
compensation  recognized in accordance  with SFAS No. 123(R),  which resulted in
increases of approximately  0.2% and 1.0%, during the three and six months ended
December  31,  2006  respectively,  and 1.1% and 5.5%  during  the three and six
months  ended  January 1, 2006,  respectively,  due to the  associated  book/tax
differences in accounting for incentive stock options.

Note 9 - Business Segments

During the first quarter of fiscal 2007, the Company  segmented its organization
to improve  execution and customer  focus and to align its resources to meet the
demands of the markets it serves.  The Company's  management reviews the results
of the Company's operations by the following four business categories:

     o   1-800-Flowers.com Consumer Floral;
     o   BloomNet Wire Service;
     o   Gourmet Food and Gift Baskets; and
     o   Home and Children's Gifts.

Category  performance is measured based on contribution  margin,  which includes
only the direct  controllable  revenue and operating expenses of the categories.
As such,  management's  measure of  profitability  for these categories does not
include the effect of corporate overhead such as Information  Technology,  Human
Resources  and  Finance,  which  are  operated  under a  centralized  management
platform,  providing services  throughout the organization,  nor does it include
share-based  compensation,  depreciation  and amortization , other income (net),
and income taxes.  Assets and liabilities are reviewed at the consolidated level
by management and not accounted for by category.

                                                                                              
                                                        Three Months Ended                   Six Months Ended
                                                    -----------------------------      -------------------------------
                                                     December 31,    January 1,         December 31,      January 1,
 Net revenues                                           2006           2006                2006             2006
                                                    -------------  --------------      --------------   --------------
                                                                            (in thousands)
   Net revenues:
       1-800-Flowers.com Consumer Floral               $114,609       $103,300            $197,134         $179,575
       BloomNet Wire Service                              9,640          6,625              16,806           11,141
       Gourmet Food & Gift Baskets                      108,898         62,364             131,074           70,951
       Home & Children's Gifts                           97,975        106,169             122,570          128,845
       Corporate (*)                                        418            500               1,796            1,899
       Intercompany eliminations                         (1,674)        (1,129)             (2,382)          (1,817)
                                                    -------------  --------------      --------------   --------------
   Total net revenues                                  $329,866       $277,829            $466,998         $390,594
                                                    =============  ==============      ==============   ==============



                                                        Three Months Ended                   Six Months Ended
                                                    -----------------------------      -------------------------------
                                                     December 31,    January 1,         December 31,      January 1,
 Operating Income                                       2006           2006                2006             2006
                                                    -------------  --------------      --------------   --------------
                                                                            (in thousands)

   Category Contribution Margin:
       1-800-Flowers.com Consumer Floral                $13,260         $9,275             $21,101          $15,191
       BloomNet Wire Service                              3,256          1,523               4,958            2,196
       Gourmet Food & Gift Baskets                       25,326         10,590              23,720            9,162
       Home & Children's Gifts                            3,838         11,231               1,783            9,289
                                                    -------------  --------------      --------------   --------------
   Category Contribution Margin Subtotal                 45,680         32,619              51,562           35,838
       Corporate (*)                                    (11,872)       (10,655)            (23,814)         (21,477)
       Depreciation and amortization                     (3,834)        (3,809)             (8,578)          (7,333)
                                                    -------------  --------------      --------------   --------------
   Operating income                                     $29,974        $18,155             $19,170           $7,028
                                                    =============  ==============      ==============   ==============


                                       11



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



(*) Corporate  expenses consist of the Company's  enterprise shared service cost
    centers, and include, among others, Information Technology, Human Resources,
    Accounting  and  Finance, Legal,  Executive  and  Customer  Service   Center
    functions, as well as Share-Based  Compensation.  In  order  to leverage the
    Company's infrastructure,  these functions are operated  under a centralized
    management platform, providing support services throughout the organization.
    The costs  of  these  functions,  other than those of the  Customer  Service
    Center  which  are  allocated directly  to the  above categories  based upon
    usage, are  included within  corporate   expenses, as they are  not directly
    allocable to a specific category.

Note 10 - 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.




















                                       12




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,"  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(R)" -
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 delivered through its "Fresh From Our Growers (sm)"
program.

Customers  can "call,  click or come in" to shop  1-800-FLOWERS.COM  twenty four
hours a day, 7 days a week at 1-800-356-9377 or  www.1800flowers.com.  Sales and
Service  Specialists  are  available  24/7,  and fast and  reliable  delivery is
offered same day, any day. As always, 100 percent satisfaction and freshness are
guaranteed. The 1-800-FLOWERS.COM  collection of brands also includes home decor
and   children's    gifts   from   Plow   &   Hearth(R)    (1-800-627-1712    or
www.plowandhearth.com),  Problem  Solvers(R)  (www.problemsolvers.com),  Wind  &
Weather(R)  (www.windandweather.com),  Madison Place(sm) (www.madisonplace.com),
HearthSong(R)  (www.hearthsong.com)  and  Magic  Cabin(R)  (www.magiccabin.com);
gourmet gifts including popcorn and specialty treats from The Popcorn Factory(R)
(1-800-541-2676  or  www.thepopcornfactory.com);  exceptional  cookies and baked
gifts  from  Cheryl&Co.(R)   (1-800-443-8124  or  wwwcherylandco.com);   premium
chocolates    and   confections    from    Fannie    May   Confections    Brands
(www.fanniemay.com and www.harrylondon.com); gourmet foods from GreatFood.com(R)
(www.greatfood.com);  wine  gifts  from   Ambrosia(R)  (www.ambrosia.com);  gift
baskets  from  1-800-BASKETS.COM(R)  (www.1800baskets.com)  and the  BloomNet(R)
international  floral wire service,  which provides quality products and diverse
services to a select network of florists.

1-800-FLOWERS.COM, Inc. stock is traded on the NASDAQ market under ticker symbol
FLWS.














                                       13


     Category Information

     During  the first  quarter  of  fiscal  2007,  the  Company  segmented  its
     organization  to  improve  execution  and  customer  focus and to align its
     resources to meet the demands of the markets it serves. The following table
     presents  the  contribution  of net  revenues,  gross  profit and  "EBITDA"
     (earnings before interest,  taxes, depreciation and amortization) from each
     of the  Company's  business  categories.  Prior year  information  has been
     restated for comparative purposes.

                                                                                                           
                                                     Three Months Ended                               Six Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                          December 31,    January 1,                    December 31,     January 1,
Net Revenues                                2006            2006         % Change           2006            2006         % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                  (in thousands)
Net revenues:
    1-800-Flowers.com Consumer Floral       $114,609       $103,300          10.9%       $197,134         $179,575           9.8%
    BloomNet Wire Service                      9,640          6,625          45.5%         16,806           11,141          50.8%
    Gourmet Food & Gift Baskets              108,898         62,364          74.6%        131,074           70,951          84.7%
    Home & Children's Gifts                   97,975        106,169          (7.7%)       122,570          128,845          (4.9%)
    Corporate (*)                                418            500         (16.4%)         1,796            1,899          (5.4%)
    Intercompany eliminations                 (1,674)        (1,129)                       (2,382)          (1,817)        (31.1%)
                                        -------------- ---------------                 -------------- ---------------
Total net revenues                          $329,866       $277,829          18.7%       $466,998         $390,594          19.6%
                                        ============== ===============                 ============== ===============


                                                    Three Months Ended                               Six Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                          December 31,    January 1,                    December 31,     January 1,
Gross Profit                                2006            2006         % Change           2006            2006         % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                  (in thousands)
Gross Profit:
    1-800-Flowers.com Consumer Floral        $45,504         39,349          15.6%        $76,877          $68,550          12.1%
                                                39.7%          38.1%                         39.0%            38.2%

    BloomNet Wire Service                      5,777          3,496          65.2%          9,877            6,109          61.7%
                                                59.9%          52.8%                         58.8%            54.8%

    Gourmet Food & Gift Baskets               52,706         29,611          78.0%         61,193           33,379          83.3%
                                                48.4%          47.5%                         46.7%            47.0%

    Home & Children's Gifts                   47,841         52,367          (8.6%)        58,007           62,057          (6.5%)
                                                48.8%          49.3%                         47.3%            48.2%

    Corporate (*)                                208            243         (14.4%)           940            1,039          (9.5%)
                                                49.8%          48.6%                         52.3%            54.7%

    Intercompany eliminations                    (59)           (74)                         (103)            (116)
                                        -------------- ---------------                 -------------- ---------------
Total gross profit                          $151,977       $124,992          21.6%       $206,791         $171,018          20.9%
                                        ============== ===============                 ============== ===============
                                                46.1%          45.0%                         44.3%            43.8%
                                        ============== ===============                 ============== ===============


                                                     Three Months Ended                               Six Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                          December 31,    January 1,                    December 31,     January 1,
EBITDA (**)                                 2006            2006         % Change           2006            2006         % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                  (in thousands)
    Category Contribution Margin:
    1-800-Flowers.com Consumer Floral        $13,260          $9,275         43.0%        $21,101          $15,191          38.9%
    BloomNet Wire Service                      3,256           1,523        113.8%          4,958            2,196         125.8%
    Gourmet Food & Gift Baskets               25,326          10,590        139.2%         23,720            9,162         158.9%
    Home & Children's Gifts                    3,838          11,231        (65.8%)         1,783            9,289         (80.8%)
                                        -------------- ---------------                 -------------- ---------------
Category Contribution Margin Subtotal         45,680          32,619         40.0%         51,562           35,838          43.9%
    Corporate (*)                            (11,872)        (10,655)       (11.4%)       (23,814)         (21,477)        (10.9%)
                                        -------------- ---------------                 -------------- ---------------
EBITDA                                       $33,808         $21,964         53.9%        $27,748          $14,361          93.2%
                                        ============== ===============                 ============== ===============

 (*) Corporate  expenses  consist of  the  Company's  enterprise shared  service
     cost centers, and include, among other items, Information Technology, Human
     Resources,  Accounting and Finance,  Legal,  Executive and Customer Service
     Center functions, as well as Share-Based Compensation. In order to leverage
     the  Company's  infrastructure,   these  functions  are  operated  under  a
     centralized management platform,  providing support services throughout the
     organization.  The  costs  of  these  functions,  other  than  those of the
     Customer  Service  Center,  which  are  allocated  directly  to  the  above
     categories based upon usage, are included within corporate expenses as they
     are not directly allocable to a specific category.
                                       14

 (**)Performance is measured based on category contribution margin  or  category
     EBITDA, reflecting  only the  direct  controllable  revenue  and  operating
     expenses of the categories. As such, management's  measure of profitability
     for these categories  does  not include the  effect of  corporate overhead,
     described  above,  nor  does  it  include  depreciation  and  amortization,
     other  income  (net),  and   income  taxes.    Management  utilizes  EBITDA
     as a performance measurement  tool  because  it considers  such information
     a   meaningful  supplemental  measure  of  its   performance  and  believes
     it  is  frequently  used  by  the  investment  community in  the evaluation
     of  companies  with  comparable  market  capitalization.  The  Company also
     uses  EBITDA  as one of  the  factors used to  determine  the total  amount
     of  bonuses  available  to be  awarded  to  executive  officers  and  other
     employees.  The Company's  credit  agreement  uses EBITDA (with  additional
     adjustments) to measure compliance with covenants such as interest coverage
     and debt  incurrence.  EBITDA is also used by the Company to  evaluate  and
     price  potential  acquisition  candidates.  EBITDA  has  limitations  as an
     analytical  tool,  and  should  not  be  considered  in  isolation  or as a
     substitute  for analysis of the Company's  results as reported  under GAAP.
     Some of these  limitations  are: (a) EBITDA does not reflect changes in, or
     cash requirements for, the Company's working capital needs; (b) EBITDA does
     not reflect the  significant  interest  expense,  or the cash  requirements
     necessary  to service  interest or  principal  payments,  on the  Company's
     debts; and (c) although depreciation and amortization are non-cash charges,
     the assets being  depreciated  and amortized may have to be replaced in the
     future,  and EBITDA does not reflect any cash requirements for such capital
     expenditures. Because of these limitations, EBITDA should only be used on a
     supplemental basis combined with GAAP results when evaluating the Company's
     performance.

Results of Operations

Net Revenues

                                                                                                      
                                                 Three Months Ended                               Six Months Ended
                                    ---------------------------------------------  ---------------------------------------------
                                      December 31,    January 1,                    December 31,     January 1,
                                        2006            2006         % Change           2006            2006         % Change
                                    -------------- --------------- --------------  -------------- --------------- --------------
                                                                  (in thousands)
 Net revenues:
  E-Commerce                           $270,159         $258,484          4.5%        $379,418       $359,139          5.6%
  Other                                  59,707           19,345        208.6%          87,580         31,455        178.4%
                                    -------------- ---------------                 -------------- ---------------
 Total net revenues                    $329,866         $277,829         18.7%        $466,998       $390,594         19.6%
                                    ============== ===============                 ============== ===============

The Company's  revenue growth of 18.7% and 19.6% during the three and six months
ended  December  31, 2006,  respectively,  was due to a  combination  of organic
growth,  as well as the  acquisitions  of Wind & Weather,  a direct  marketer of
weather-themed  gifts,  acquired on October 31, 2005, and Fannie May Confections
Brands, Inc. ("Fannie May Confections"),  a manufacturer and retailer of premium
chocolates and other confections,  acquired on May 1, 2006. Excluding the impact
of  acquisitions,  total  revenue  growth  during the three and six months ended
December 31, 2006 was 3.4% and 5.2%, respectively, reflecting: (i) the Company's
strong  brand  name  recognition,  (ii)  continued  leveraging  of its  existing
customer base,  and (iii) cost  effective  spending on its marketing and selling
programs,  designed to improve  customer  acquisition  and  accelerate  top-line
growth.  The Company  fulfilled  approximately  4,375,000 and  6,012,000  orders
through its E-commerce sales channels  (online and telephonic  sales) during the
three and six months ended December 31, 2006, respectively,  an increase of 2.1%
and 2.2% over the  respective  prior  year  periods.  The  Company's  E-commerce
average  order value of $61.69 and $63.06  during the three and six months ended
December 31, 2006,  respectively,  increased 2.2% and 3.2%,  over the respective
prior year  periods,  primarily  from a  combination  of product mix and pricing
initiatives.  Other  revenues,  for the three and six months ended  December 31,
2006,  increased in comparison to the same periods of the prior year,  primarily
as a result of the  retail/wholesale  contributions  of Fannie  May  Confections
Brands,  Inc., as well as the continued  membership  growth and wholesale floral
product and service offerings from the Company's BloomNet Wire Service category.

The 1-800-Flowers.com  Consumer Floral category includes the 1-800-Flowers brand
operations  which  derives  revenue  from the sale of consumer  floral  products
through  its  E-Commerce  sales  channels  (telephonic  and  online  sales)  and
company-owned  and operated retail floral stores,  as well as royalties from its
franchise  operations.  Net  revenues  during  the  three and six  months  ended
December  31, 2006  increased by 10.9% and 9.8% over the  respective  prior year
periods, primarily from a combination of increased average order value and order
volumes from its E-commerce sales channel,  offset in part by lower retail sales
from its  company-owned  floral stores due to the planned  transition of Company
stores to franchise ownership.

The BloomNet Wire Service  category  includes  revenues from  membership fees as
well as other service  offerings to florists.  Net revenues during the three and
six  months  ended  December  31,  2006  increased  by 45.5% and 50.8%  over the
respective  prior  year  periods,  primarily  as a result of  increased  florist
membership, as well as increased wholesale floral product sales.
                                       15

The Gourmet Food & Gift Basket category  includes the operations of the Cheryl &
Co., Fannie May  Confections,  The Popcorn  Factory and The Winetasting  Network
brands.  Revenue is  derived  from the sale of  cookies,  baked  gifts,  premium
chocolates  and  confections,   gourmet  popcorn  and  wine  gifts  through  its
E-commerce sales channels  (telephonic and online sales) and  company-owned  and
operated retail stores under the Cheryl & Co. and Fannie May brands,  as well as
wholesale operations. Net revenue during the three and six months ended December
31, 2006  increased by 74.6% and 84.7% over the  respective  prior year periods,
primarily as a result of the contribution of Fannie May Confections Brands, Inc,
and strong growth within the Cheryl & Co. brand.

The Home & Children's Gifts category includes revenues from Plow & Hearth,  Wind
& Weather,  Problem Solvers,  Madison Place,  HearthSong and Magic Cabin brands.
Revenue is derived from the sale of home decor and children's  gifts through its
E-commerce  sales channels  (telephonic and online sales) or  company-owned  and
operated  retail  stores under the Plow & Hearth brand.  Net revenue  during the
three and six months ended December 31, 2006 decreased by 7.7% and 4.9% over the
respective  prior  year  periods,  due to a lack of new  "hit"  products  and an
overall macro decline in customer demand within this category. Efforts to expand
titles  outside  of the core Plow & Hearth  brand did not  attract  the level of
customer  demand to justify the increase in marketing  costs.  The Company is in
the process of developing  its  go-forward  plans,  and has already  implemented
management changes and initiated a comprehensive review of all of the operations
within this category.

Over the past  several  years,  through a  combination  of organic  efforts  and
strategic acquisitions,  the Company has rapidly grown its revenues, achieving a
solid base of business which is approaching $1 billion.  The Company anticipates
that its revenue  growth for fiscal 2007 will be at the low end of its  previous
guidance range of 17-20  percent,  as strong revenue growth in the Company's key
business categories of 1-800-Flowers Consumer Floral,  BloomNet Wire Service and
Gourmet Food & Gift Baskets (which  includes the Fannie May  Confections  brand,
acquired  May 1,  2006)  is  expected  to more than  offset  the lower  revenue
contribution expected from its Home and Children's Gifts category.

Gross Profit

                                                                                                     
                                             Three Months Ended                               Six Months Ended
                                ---------------------------------------------  ---------------------------------------------
                                  December 31,    January 1,                    December 31,     January 1,
                                    2006            2006         % Change           2006            2006         % Change
                                -------------- --------------- --------------  -------------- --------------- --------------
                                                               (in thousands)

Gross profit                       $151,977        $124,992        21.6%           $206,791       $171,018         20.9%
Gross margin %                         46.1%           45.0%                           44.3%          43.8%



Gross profit  increased during the three and six months ended December 31, 2006,
in comparison to the same period of the prior year, primarily as a result of the
revenue growth  described  above.  Gross margin  percentage  increased 110 basis
points and 50 basis  points,  to 46.1% and 44.3% during the three and six months
ended  December 31, 2006,  respectively,  as a result of product mix, as well as
continued  improvements  in  customer  service,  fulfillment  and  merchandising
programs.

The  1-800-Flowers.com  Floral Consumer  category gross profit for the three and
six  months  ended  December  31,  2006  increased  by 15.6% and 12.1%  over the
respective prior year periods as a result of the aforementioned  increase in net
revenues,   as  well  as  improvements  in  fulfillment  logistics  and  pricing
initiatives,  which  resulted in an increase in gross margin  percentage  of 160
basis points and 80 basis points,  to 39.7% and 39.0%,  during the three and six
months ended  December  31, 2006,  respectively.  These  improvements  more than
offset increases in carrier fuel charges experienced during the periods.

The  BloomNet  Wire Service  category  gross profit for the three and six months
ended December 31, 2006  increased by 65.2% and 61.7% over the respective  prior
year periods as a result of increases in florist membership and floral wholesale
product sales. Gross margin percentage  increased 710 basis points and 400 basis
points,  to 59.9% and 58.8% during the three and six months  ended  December 31,
2006, respectively, primarily as a result of sales mix.

The  Gourmet  Food & Gift  Basket  category  gross  profit for the three and six
months ended  December 31, 2006 increased by 78.0% and 83.3% over the respective
prior year periods primarily as a result of the incremental revenue generated by
Fannie May Confections  Brands.  Gross margin  percentage  increased by 90 basis
points to 48.4% during the three months ended  December 31, 2006, as a result of
improved  margins  across all brands  within the  gourmet  food and gift  basket
category,  but decreased by 30 basis points to 46.7% during the six months ended
December 31,  2006,  primarily as a result of the  seasonally  lower  margins of
Fannie May Confections in the September quarter.

                                       16

The Home & Children's  Gift  category  gross profit for the three and six months
ended  December 31, 2006  decreased by 8.6% and 6.5% over the  respective  prior
year periods as a result of the  aforementioned  decline in sales.  Gross margin
percentage  declined  50 basis  points and 90 basis  points,  to 48.8% and 47.3%
during the three and six months ended  December 31, 2006,  respectively,  due to
sales mix and higher levels of discounting to move inventory.

During the remainder of fiscal 2007, although varying by quarter due to seasonal
changes in product  mix, the Company  expects  that its gross margin  percentage
will  improve  in  relation  to its  comparable  prior year  quarter,  primarily
through:  (i) growth of its higher margin business categories including Cheryl &
Co. and Fannie May  Confections,  (ii) improved  product  sourcing,  new product
development and process  improvement  initiatives  implemented during the latter
half of the first  quarter,  and (iii) the  contribution  of the  BloomNet  Wire
Service business, which has completed its roll-out investment phase.

Marketing and Sales Expense

                                                                                                   
                                             Three Months Ended                               Six Months Ended
                                ---------------------------------------------  ---------------------------------------------
                                  December 31,    January 1,                    December 31,     January 1,
                                    2006            2006         % Change           2006            2006         % Change
                                -------------- --------------- --------------  -------------- --------------- --------------
                                                               (in thousands)

Marketing and sales                 $99,037        $87,874         12.7%           $141,407       $126,098         12.1%
Percentage of net revenues             30.0%          31.6%                            30.3%          32.3%


During the three and six months ended  December 31,  2006,  marketing  and sales
expenses decreased from 31.6% and 32.3% of net revenue to 30.0% and 30.3% of net
revenues,  reflecting  improved  operating leverage from a number of cost-saving
initiatives and the completion of the investment phase of the Company's BloomNet
Wire Service  business,  including the  absorption of  incremental  personnel to
develop a member  directory,  increase  BloomNet  Technologies  penetration  and
expand membership.  This leverage was achieved through  significant  improvement
within the Company's  1-800-Flowers  Consumer Floral,  BloomNet Wire Service and
Gourmet  Food & Gift  Baskets  categories,  as  efforts  to grow  the  Home  and
Children's  Gifts  businesses  through the introduction of titles outside of the
core Plow & Hearth brand did not attract the necessary  level of customer demand
to justify the costs.

Marketing  and sales expense  increased  over the prior year period by 12.7% and
12.1%  during the three and six months  ended  December  31, 2007 as a result of
several factors,  including: (i) incremental expenses associated with the recent
acquisition  of Fannie  May  Confections,  (ii)  incremental  variable  costs to
accommodate  higher  sales  volumes,  and (iii)  personnel  associated  with the
expansion of the BloomNet Wire Service business. During the three and six months
ended  December  31,  2006,  the  Company  added  1,246,000  and  1,794,000  new
e-commerce  customers,  representing  decreases  of 6.5% and 3.1%  over the same
periods of the prior year,  primarily  due to the  aforementioned  sales decline
within the Home and  Children's  Gifts  category.  As a result of the  Company's
effective customer retention efforts, 1,407,000 and 1,936,000 existing customers
placed  e-commerce  orders  during the three and six months  ended  December 31,
2006,  respectively,  representing  increases  of 2.8%  and  1.8%  over the same
periods of the prior year. Of the 2,653,000  and 3,729,000  total  customers who
placed  e-commerce  orders  during the three and six months  ended  December 31,
2006,  respectively,  approximately  53.0%  and  52.0%  were  repeat  customers,
compared  to 50.7%  during  both  periods  of the  prior  year,  reflecting  the
Company's  ongoing  focus  on  deepening  the  relationship  with  its  existing
customers  as their  trusted  source  for  gifts and  services  for all of their
celebratory occasions.

During fiscal 2007,  the Company is focused on improving  its operating  expense
ratio through a number of cost saving  initiatives,  including  catalog printing
and e-mail pricing  improvements,  as well as a review of the type, quantity and
effectiveness of its marketing  programs.  In addition to the improved operating
results  expected now that the Company has completed the investment phase of its
BloomNet florist business, the Company expects that marketing and sales expense,
as a percentage of revenue, will continue to decrease in comparison to the prior
year.


                                       17


Technology and Development Expense

                                                                                                  
                                             Three Months Ended                               Six Months Ended
                                ---------------------------------------------  ---------------------------------------------
                                  December 31,    January 1,                    December 31,     January 1,
                                    2006            2006         % Change           2006            2006         % Change
                                -------------- --------------- --------------  -------------- --------------- --------------
                                                               (in thousands)

Technology and development         $5,201          $4,797           8.4%          $10,362         $9,566          8.3%
Percentage of net revenues            1.6%            1.7%                            2.2%           2.4%


During  the three  and six  months  ended  December  31,  2006,  technology  and
development  expense  decreased to 1.6% and 2.2% of net  revenue,  respectively,
reflecting improved operating leverage,  but increased over the respective prior
year  periods  by  8.4%  and  8.3%,  as a  result  of the  incremental  expenses
associated  with the  acquisition  of  Fannie  May  Confections,  as well as for
increases in the cost of maintenance and license agreements  required to support
the  Company's  technology  platform.  During  the  three and six  months  ended
December  31,  2006,  the Company  expended  $7.2  million and $15.7  million on
technology  and  development,  of which $2.0  million and $5.3  million has been
capitalized.

The Company believes that continued  investment in technology and development is
critical   to   attaining   its   strategic   objectives.   While  many  of  its
acquisition-related   integration   projects  are  complete,   as  a  result  of
incremental  expenses associated with Fannie May Confections Brands, the Company
expects  that  its  spending  for the  remainder  of  fiscal  2007  will  remain
consistent or decrease slightly as a percentage of net revenues in comparison to
the prior year.

General and Administrative Expense

                                                                                                  
                                             Three Months Ended                               Six Months Ended
                                ---------------------------------------------  ---------------------------------------------
                                  December 31,    January 1,                    December 31,     January 1,
                                    2006            2006         % Change           2006            2006         % Change
                                -------------- --------------- --------------  -------------- --------------- --------------
                                                               (in thousands)

General and administrative         $13,931         $10,357          34.5%          $27,274         $20,993          29.9%
Percentage of net revenues             4.2%            3.7%                            5.8%            5.4%


General and  administrative  expense  increased 34.5% and 29.9% during the three
and six months ended December 31, 2006, respectively, and by 50 basis points and
40 basis  points of net  revenues in  comparison  to the  respective  prior year
periods,  primarily as a result of: (i)  incremental  expenses  associated  with
Fannie May Confections  Brands, (ii) incremental travel expenses associated with
the expansion of the Company's BloomNet Wire Service business,  and (iii) higher
insurance costs.

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
Fannie  May  Confections,   including  costs   associated  with   Sarbanes-Oxley
compliance,  the Company expects that its general and administrative expenses as
a  percentage  of net  revenue  during  the  remainder  of  fiscal  2007 will be
consistent with the prior year period.

Depreciation and Amortization Expense

                                                                                                    
                                             Three Months Ended                               Six Months Ended
                                ---------------------------------------------  ---------------------------------------------
                                  December 31,    January 1,                    December 31,     January 1,
                                    2006            2006         % Change           2006            2006         % Change
                                -------------- --------------- --------------  -------------- --------------- --------------
                                                               (in thousands)

Depreciation and amortization        $3,834          $3,809         (0.7%)          $8,578         $7,333         17.0%
Percentage of net revenues              1.2%            1.4%                           1.8%           1.9%



Depreciation and amortization  expense increased by 0.7% during the three months
ended  December  31, 2006 in  comparison  to the prior year  period.  During the
quarter ended  December 31, 2006,  the Company  completed the  allocation of the
purchase price of Fannie May  Confections to the individual  assets acquired and

                                       18

liabilities assumed,  resulting in adjustments to the carrying value of recorded
assets and liabilities,  including  revisions to the value and expected lives of
certain intangible assets, subject to amortization, and the residual amount that
was allocated to goodwill.  As a result,  during the three months ended December
31, 2006, the Company recorded a reduction in amortization expense in the amount
of $0.6 million, reflecting the impact that the change in estimated value had on
prior periods.

Depreciation  and  amortization  expense  increased  17.0% during the six months
ended  December  31, 2006 as a result of the  incremental  amortization  expense
related to the intangibles established as a result of the acquisitions of Wind &
Weather and Fannie May  Confections,  as well as  depreciation  associated  with
recently   completed   technology   projects   designed   to  provide   improved
order/warehouse management functionality across the enterprise.

The Company believes that continued investment in its infrastructure,  primarily
in the areas of technology  and  development,  including the  improvement of the
technology  platforms are critical to attaining its strategic  objectives.  As a
result of these  improvements,  but  primarily  as a result of the  increase  in
amortization  expense  associated  with  intangibles  established as a result of
recent acquisitions,  the Company expects that depreciation and amortization for
the remainder of fiscal 2007 will remain  consistent  or increase  slightly as a
percentage of net revenues in comparison to the prior year.

Other Income (Expense)

                                                                                     
                                              Three Months Ended                   Six Months Ended
                                          -----------------------------  -------------------------------
                                            December 31,   January 1,     December 31,      January 1,
                                               2006          2006            2006             2006
                                          --------------------------------------------------------------
                                                                 (in thousands)

         Interest income                      $254          $141              $591            $356
         Interest expense                   (2,425)         (113)           (4,253)           (197)
         Other                                  (7)         (143)                4            (137)
                                          -------------- ------------- --------------- ---------------
                                           ($2,178)        ($115)          ($3,658)            $22
                                          ============== ============= =============== ===============

The  decrease in other  income  (expense)  during the three and six months ended
December 31, 2006,  in comparison to prior year periods was the result of higher
interest  expense  on the  Company's  2006  Credit  Facility,  offset in part by
slightly higher interest income,  resulting primarily from an increase in rates.
The Company  utilized an $85.0 million term loan to finance its  acquisition  of
Fannie May Confections,  and during the quarter,  had borrowed under its line of
credit to fund  working  capital  needs.  The Company had repaid all  borrowings
under its Line of Credit by December 31, 2006.

Income Taxes

During the three and six months ended December 31, 2006 and January 1, 2006, the
Company  recorded  income  tax  expense  of  $10.9  million  and  $6.0  million,
respectively.  The  Company's  effective  tax rate for the three and six  months
ended December 31, 2006 was 39.1% and 38.7%, respectively, compared to 42.7% and
47.4% during the  comparative  three and six months ended  January 1, 2006.  The
effective tax rate includes the impact of stock-based compensation recognized in
accordance  with SFAS No. 123(R),  which resulted in increases of  approximately
0.2% and  1.0%,  during  the  three  and six  months  ended  December  31,  2006
respectively, and 1.1% and 5.5% during the three and six months ended January 1,
2006, respectively, due to the associated book/tax differences in accounting for
incentive stock options.

Liquidity and Capital Resources

At  December  31,  2006,  the  Company  had  working  capital of $33.8  million,
including cash and equivalents of $26.0 million,  compared to working capital of
$44.3 million,  including  cash and  equivalents  and short-term  investments of
$24.6 million, at July 2, 2006.

Net cash  provided by operating  activities  of $32.4 million for the six months
ended  December  31, 2006 was  primarily  attributable  to net income,  non-cash
charges for  depreciation  and amortization and deferred income taxes as well as
seasonal  increases  accounts  payable and accrued  expenses,  offset in part by
increases  in  inventory  and  receivables  related  to Fannie  May  Confections
wholesale business.

Net cash used in investing  activities of $10.4 million for the six months ended
December 31, 2006 was primarily  attributable to capital expenditures related to
the Company's technology infrastructure.

Net cash used in financing  activities of $20.7 million for the six months ended
December  31,  2006,  was  primarily  due to: (i)  scheduled  repayments  of the
Company's term loan used to finance its  acquisition of Fannie May  Confections,
(i) repayment of amounts  borrowed  under the Company's line of credit which was
used to fund working capital  requirements  prior to the holiday selling season,
and (iii) the repurchase of 3,010,740 shares of treasury stock.

                                       19

On May 1, 2006, the Company entered into a 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 $60.0 million revolving credit 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  Brands,  Inc. 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.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities.  However,  due to the Company's  continued expansion into non-floral
products, including the acquisition of Fannie May Confections Brands, as well as
its recent  acquisition  of $15.7 million of treasury  stock,  during the second
half of fiscal 2007, the Company expects to borrow against its line of credit to
fund working capital requirements,  which have increased during this time period
as a result of increased inventory and pre-holiday  manufacturing  requirements.
The Company expects that all such amounts will be repaid prior to the end of its
fiscal year.

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 December 31, 2006, the
Company had repurchased  1,510,050 shares of common stock for $11.1 million.  As
noted above,  on December 28, 2006,  the Company  completed  its  repurchase  of
3,010,740 shares of Class A Common Stock in a privately negotiated  transaction.
The purchase  price was  $15,689,000,  or $5.21 per share.  The  repurchase  was
approved by the disinterested members of the Company's Board of Directors and is
in addition to the Company's  existing stock  repurchase  authorization of $20.0
million, of which $8.9 million remains authorized by unused.

At December 31, 2006, the Company's contractual obligations consist of:

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

Long-term debt                             $99,652            $14,569         $31,770         $40,283              $13,030
Capital lease obligations                      188                119              32              25                   12
Operating lease obligations                 62,976              7,639          16,381          10,734               28,222
Sublease obligations                         5,402                968           2,558           1,303                  573
Purchase commitments (*)                    25,642             25,642               -               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                $193,860            $48,937         $50,741         $52,345              $41,837
                                        ===========    ===============    ============   =============     ================


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

Critical Accounting Policies and Estimates

The Company's  discussion and analysis of its financial  position and results of
operations   are  based   upon  the   consolidated   financial   statements   of
1-800-FLOWERS.COM,  Inc.,  which  have been  prepared  in  accordance  with U.S.
generally  accepted  accounting  principles.  The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported  amount of assets,  liabilities,  revenue  and  expenses,  and  related
disclosure of contingent assets and liabilities. On an ongoing basis, management

                                       20

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,  affect its more  significant  judgments  and  estimates  used in
preparation of its consolidated financial statements.

Revenue Recognition

Net revenues are generated by E-commerce  operations  from the Company's  online
and telephonic sales channels as well as other  operations  (retail/fulfillment)
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. Shipping terms are FOB shipping point.

Accounts Receivable

The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting  from the inability of its customers or  franchisees  to make required
payments.  If the financial  condition of the Company's customers or franchisees
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.  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 performs an annual impairment test as of the first day of its fiscal
fourth  quarter,  or earlier if indicators  of potential  impairment  exist,  to
evaluate goodwill. Goodwill is considered impaired if the carrying amount of the
reporting unit exceeds its estimated fair value. In assessing the recoverability
of  goodwill,  the Company  reviews  both  quantitative  as well as  qualitative
factors to support its assumptions with regard to fair value. 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 is 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

SFAS No. 123R requires the measurement of stock-based compensation expense based
on the fair value of the award on the date of grant. The Company  determines the
fair value of stock  options  issued by using the  Black-Scholes  option-pricing
model. The Black-Scholes  option-pricing  model considers a range of assumptions
related to  volatility,  dividend  yield,  risk-free  interest rate and employee
exercise behavior.  Expected  volatilities are based on historical volatility of
the Company's stock price. The dividend yield is based on historical  experience
and future  expectations.  The  risk-free  interest  rate is derived from the US
Treasury  yield curve in effect at the time of grant.  The  Black-Scholes  model
also  incorporates  expected  forfeiture  rates,  based on historical  behavior.
Determining  these  assumptions  are  subjective and complex,  and therefore,  a
change in the  assumptions  utilized  could impact the  calculation  of the fair
value of the Company's stock options.

                                       21


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 we will be able to generate
sufficient  future  taxable  income so that these assets will be  realized.  The
factors that we consider 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 June 2006, the Financial  Accounting  Standards  Board  ("FASB")  issued FASB
Interpretation  No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").
FIN  48  applies  to all  tax  positions  accounted  for  under  SFAS  no.  109,
"Accounting  for  Income  Taxes" and  defines  the  confidence  level that a tax
position must meet in order to be recognized  in the financial  statements.  The
interpretation requires that the tax effects of a position be recognized only if
it is  "more-likely-than-not"  to be sustained by the taxing authority as of the
reporting date. If a tax position is not considered "more-likely-than-not" to be
sustained then no benefits of the position are to be recognized. FIN 48 requires
additional  disclosures and is effective as of the beginning of the first fiscal
year beginning after December 15, 2006. The Company is currently  evaluating the
effect  that the  adoption  of FIN 48 will have on its  consolidated  results of
operations and financial condition.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
Statement  defines fair value,  establishes a framework for measuring fair value
and expands  disclosure  about fair value  measurements,  and is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and  interim  periods  within  those  fiscal  years.  The  Company is  currently
evaluating  the effect  that the  adoption  of this  Statement  will have on its
consolidated results of operations and financial condition.

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;
        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

                                       22


    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
2, 2006 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.































                                       23




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 secured credit  facility.  The credit facility  includes an $85.0
million term loan and a $60.0 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 six
months ended December 31, 2006 that have materially affected,  or are reasonably
likely to materially affect, our internal controls over financial reporting.






























                                       24




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 2, 2006.


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 the first half of fiscal 2007 which  includes the period
July 3, 2006 through December 31, 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)

    7/3/06 - 7/30/06                       -                   $-                        -                $8,863
    7/31/06 - 8/27/06                      -                   $-                        -                $8,863
    8/28/06 - 10/1/06                      -                   $-                        -                $8,863
    10/2/06 - 10/29/06                     -                   $-                        -                $8,863
    10/30/06 - 11/26/06                    -                   $-                        -                $8,863
    11/27/06 - 12/31/06              3,010.7                $5.21                        -                $8,863
                             -----------------    -----------------    ---------------------
Total                                3,010.7                $5.21                        -


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.

On December 28, 2006, the Company  completed its repurchase of 3,010,740  shares
of Class A Common  Stock in a privately  negotiated  transaction.  The  purchase
price was  $15,689,000,  or $5.21 per share.  The repurchase was approved by the
disinterested  members of the Company's Board of Directors and is in addition to
the Company's existing stock repurchase authorization of $20.0 million, of which
$8.9 million remains authorized by unused.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.







                                       25






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

          The Company's Annual Meeting of Stockholders was held on December 7,
          2006.

          The following nominees were elected as directors,  each to serve until
          the 2009 Annual  Meeting or until their  respective  successors  shall
          have been duly elected and qualified, by the vote set forth below:

                                                                                         

         Nominee                                        For                                    Withheld
         ----------------------------    -----------------------------------    --------------------------------------

         Jeffrey C. Walker                          390,037,034                                 657,659
         Deven Sharma                               390,150,721                                 543,972


          The  following  Directors  who were not  nominees for election at this
          Annual Meeting will continue to serve on the Board of Directors of the
          Company: James F. McCann, Christopher G. McCann, John J. Conefry, Jr.,
          Leonard J. Elmore and Mary Lou Quinlan.

          The  proposal  to ratify the  appointment  of Ernst & Young LLP as the
          Company's independent registered public accounting firm for the fiscal
          year ending July 1, 2007 was approved by the vote set forth below:

                   For                                Against                                      Abstain
         -------------------------       -----------------------------------    --------------------------------------

               390,611,161                               76,098                                   7,434

          There were no broker non-votes for this proposal.


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.





















                                       26




                                   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: February 8, 2007                       /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: February 8, 2007                       /s/ William E. Shea
-----------------------                      -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)