Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
J P MORGAN PARTNERS SBIC LLC
   2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [FLWS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O J.P. MORGAN PARTNERS, 270 PARK AVENUE, 39TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/28/2006
(Street)

NEW YORK, NY 10017		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/28/2006   S   3,010,740 (1) D $ 5.21 0 D  
Class A Common Stock               5,000 I See Footnote (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Purchase) $ 3.65               (3) 12/06/2010 Class A Common Stock 25,000   25,000 I See Footnote (4)
Stock Option (Right to Purchase) $ 14.34               (3) 12/04/2011 Class A Common Stock 5,000   5,000 I See Footnote (4)
Stock Option (Right to Purchase) $ 10.46               (3) 12/04/2012 Class A Common Stock 5,000   5,000 D  
Stock Option (Right to Purchase) $ 11.81               (3) 12/02/2013 Class A Common Stock 5,000   5,000 I See Footnote (5)
Stock Option (Right to Purchase) $ 8.78               (3) 12/10/2014 Class A Common Stock 10,000   10,000 I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
J P MORGAN PARTNERS SBIC LLC
C/O J.P. MORGAN PARTNERS
270 PARK AVENUE, 39TH FLOOR
NEW YORK, NY 10017		     X    

Signatures

 J.P. Morgan Partners (SBIC), LLC   01/03/2007
**Signature of Reporting Person Date
 /s/ John C. Wilmot, Managing Director   01/03/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares represent shares of Class A Common Stock repurchased by the Issuer on December 28, 2006.
(2) These Class A Common Stock were previously issued to Jeffrey Walker as part of his Director Compensation package. Mr. Walker is obligated to transfer any shares issued to JPM SBIC, at the request of JPM SBIC.
(3) These stock options are immediately exercisable.
(4) The stock options were granted to Jeffrey Walker. Mr. Walker is obligated to exercise the options, and to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC.
(5) These stock options were issued to J.P. Morgan Partners, LLC, the investment advisor to JPM SBIC.

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