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

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended April 1, 2007

                                       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:

                                   25,626,396
                                   ----------
    (Number of shares of Class A common stock outstanding as of May 3, 2007)

                                   36,858,465
                                   ----------
    (Number of shares of Class B common stock outstanding as of May 3, 2007)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                            Page

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

             Consolidated Balance Sheets - April 1, 2007 (Unaudited)
              and July 2, 2006                                                1

             Consolidated Statements of Income (Unaudited) - Three
              and Nine Months Ended April 1, 2007 and April 2, 2006           2

             Consolidated Statements of Cash Flows (Unaudited) -
              Nine Months Ended April 1, 2007 and April 2, 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       23

  Item 4.    Controls and Procedures                                          23

Part II.     Other Information
  Item 1.    Legal Proceedings                                                24

  Item 1A.   Risk Factors                                                     24

  Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      24

  Item 3.    Defaults upon Senior Securities                                  24

  Item 4.    Submission of Matters to a Vote of Security Holders              24

  Item 5.    Other Information                                                24

  Item 6.    Exhibits                                                         25

Signatures                                                                    26






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


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


                                                                                                    
                                                                                         April 1,       July 2,
                                                                                          2007           2006
                                                                                      --------------- ------------
                                                                                      (unaudited)

Assets
Current assets:
 Cash and equivalents                                                                     $10,158       $24,599
 Receivables, net                                                                          21,750        13,153
 Inventories                                                                               66,343        52,954
 Deferred income taxes                                                                     25,562        17,427
 Prepaid and other                                                                         11,534        10,347
                                                                                      --------------- ------------
    Total current assets                                                                  135,347       118,480
Property, plant and equipment, net                                                         62,575        59,732
Goodwill                                                                                  105,571       131,141
Other intangibles, net                                                                     53,414        29,822
Deferred income taxes                                                                           -         6,224
Other assets                                                                                1,474         1,235
                                                                                      --------------- ------------
Total assets                                                                             $358,381      $346,634
                                                                                      =============== ============


Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                    $63,341       $63,870
 Current maturities of long-term debt and obligations under capital leases                 20,013        10,360
                                                                                      --------------- ------------
    Total current liabilities                                                              83,354        74,230
Long-term debt and obligations under capital leases                                        70,606        78,063
Deferred income taxes                                                                       9,735             -
Other liabilities                                                                           2,014         1,158
                                                                                      --------------- ------------
Total liabilities                                                                         165,709       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, 30,159,019
   and 29,872,183 shares issued at April 1, 2007 and July 2, 2006, respectively               302           299
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
   shares issued at April 1, 2007 and July 2, 2006, respectively                              421           421
 Additional paid-in capital                                                               267,319       262,667
 Retained deficit                                                                         (45,455)      (56,011)
 Treasury stock, at cost 4,577,492 and 1,555,350 Class A shares at April 1, 2007
   and July 2,2006, respectively and 5,280,000 Class B shares                             (29,915)      (14,193)
                                                                                      --------------- ------------
    Total stockholders' equity                                                            192,672       193,183
                                                                                      --------------- ------------
Total liabilities and stockholders' equity                                               $358,381      $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                Nine Months Ended
                                                                ---------------------------------  --------------------------------
                                                                    April 1,         April 2,         April 1,         April 2,
                                                                     2007             2006             2007             2006
                                                                ---------------  ----------------  ---------------  ---------------
Net revenues                                                       $213,779         $180,017          $680,777        $570,611
Cost of revenues                                                    127,092          109,743           387,299         329,319
                                                                ---------------  ----------------  ---------------  ---------------
Gross profit                                                         86,687           70,274           293,478         241,292
Operating expenses:
 Marketing and sales                                                 59,023           53,188           200,430         179,286
 Technology and development                                           5,469            5,170            15,831          14,736
 General and administrative                                          14,198           11,181            41,472          32,174
 Depreciation and amortization                                        4,447            3,877            13,025          11,210
                                                                ---------------  ----------------  ---------------  ---------------
   Total operating expenses                                          83,137           73,416           270,758         237,406
                                                                ---------------  ----------------  ---------------  ---------------
Operating income (loss)                                               3,550           (3,142)           22,720           3,886
Other income (expense):
 Interest income                                                        203              474               794             830
 Interest expense                                                    (1,551)             (96)           (5,804)           (293)
 Other                                                                    1              137                 5               -
                                                                ---------------  ----------------  ---------------  ---------------
Total other income (expense), net                                    (1,347)             515            (5,005)            537
                                                                ---------------  ----------------  ---------------  ---------------
Income (loss) before income taxes                                     2,203           (2,627)           17,715           4,423
Income tax expense (benefit)                                          1,150           (1,087)            7,159           2,253
                                                                ---------------  ----------------  ---------------  ---------------
Net income (loss)                                                    $1,053          ($1,540)          $10,556          $2,170
                                                               ================  ================  ===============  ===============


Basic and diluted net income (loss ) per common
 share:                                                               $0.02           ($0.02)            $0.16           $0.03

                                                               ================  ================  ===============  ===============

Weighted average shares used in the calculation
 of net income (loss) per common share:
    Basic                                                            62,358           65,092            64,216          65,082
                                                               ================  ================  ===============  ===============
    Diluted                                                          64,284           65,092            65,475          66,399
                                                               ================  ================  ===============  ===============


See accompanying Notes to Consolidated Financial Statements.

                                       2



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


                                                                                                   
                                                                                          Nine Months Ended
                                                                                   --------------------------------
                                                                                      April 1,         April 2,
                                                                                       2007             2006
                                                                                   ---------------   --------------
Operating activities:


Net income                                                                             $10,556           $2,170
Reconciliation of net income to net cash provided by (used in)
 operations:
 Depreciation and amortization                                                          13,025           11,210
 Deferred income taxes                                                                   7,824            1,983
 Bad debt expense                                                                        1,111              361
 Stock-based compensation                                                                3,386            3,058
 Other non-cash items                                                                       72              277
Changes in operating items:
    Receivables                                                                         (9,708)          (2,216)
    Inventories                                                                        (13,881)         (12,520)
    Prepaid and other                                                                   (1,187)          (3,598)
    Accounts payable and accrued expenses                                                 (529)          (2,406)
    Other assets                                                                          (867)               3
    Other liabilities                                                                      856              (93)
                                                                                   ---------------   --------------
 Net cash provided by (used in) operating activities                                    10,658           (1,771)

Investing activities:
Acquisitions, net of cash acquired                                                        (347)          (4,959)
Dispositions                                                                             1,112                -
Capital expenditures                                                                   (13,565)         (17,045)
Proceeds from sale of investments                                                            -            6,647
Other                                                                                      (36)             (63)
                                                                                   ---------------   --------------
 Net cash used in investing activities                                                 (12,836)         (15,420)

Financing activities:
Acquisition of treasury stock                                                          (15,722)          (1,324)
Proceeds from employee stock options                                                     1,269              321
Proceeds from bank borrowings                                                           95,000           20,000
Repayment of notes payable and bank borrowings                                         (92,433)         (22,147)
Repayment of capital lease obligations                                                    (377)          (1,037)
                                                                                   ---------------   --------------
 Net cash used in financing activities                                                 (12,263)          (4,187)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                     (14,441)         (21,378)
Cash and equivalents:
 Beginning of period                                                                    24,599           39,961
                                                                                   ---------------   --------------
 End of period                                                                         $10,158          $18,583
                                                                                   ===============   ==============




See accompanying Notes to Consolidated Financial Statements.



                                       3





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

Note 1 - Accounting Policies

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
by  1-800-FLOWERS.COM,  Inc. and subsidiaries (the "Company") in accordance with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by accounting  principles  generally accepted
in the United  States  for  complete  financial  statements.  In the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine months ended April 1, 2007 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 nine  months  ended  April 1,  2007 and  April 2,  2006,  the
Company's comprehensive net income (loss) was equal to the respective net income
(loss) 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 (Loss) Per Common Share

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


                                                                                                           
                                                                   Three Months Ended                  Nine Months Ended
                                                            ---------------------------------  --------------------------------
                                                                April 1,         April 2,         April 1,         April 2,
                                                                 2007              2006             2007            2006
                                                            ----------------  ---------------  ---------------  ---------------
                                                                              (in thousands, except per share data)

       Numerator:
         Net income (loss)                                      $1,053          ($1,540)           $10,556          $2,170
                                                            ================  ===============  ===============  ===============
       Denominator:
         Weighted average shares outstanding (*)                 62,358             65,092           64,216            65,082
         Effect of dilutive securities:
            Employee stock options                                1,495                  -              961             1,281
            Employee restricted stock awards                        431                  -              298                36
                                                            ----------------  ---------------  ---------------  ---------------
                                                                  1,926                  -            1,259             1,317
                                                            ----------------  ---------------  ---------------  ---------------
       Adjusted weighted-average shares and assumed
         conversions                                             64,284             65,092           65,475            66,399
                                                            ================  ===============  ===============  ===============

       Basic and diluted net income (loss) per common
         share:                                                   $0.02             ($0.02)           $0.16             $0.03
                                                            ================  ===============  ===============  ===============


         (*) 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 $8.8 million remains authorized but 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                  Nine Months Ended
                                                            ---------------------------------  --------------------------------
                                                                 April 1,         April 2,         April 1,         April 2,
                                                                  2007             2006             2007             2006
                                                            ----------------  ---------------  ---------------  ---------------
                                                                              (in thousands, except per share data)

  Stock options                                                      $749               $857          $2,087            $2,654
  Restricted stock awards                                             628                204           1,299               404
                                                            ----------------  ---------------  ---------------  ---------------
    Total                                                           1,377              1,061           3,386             3,058
  Deferred income tax benefit                                         412                342           1,011               793
                                                            ----------------  ---------------  ---------------  ---------------
  Stock-based compensation expense, net                              $965               $719          $2,375            $2,265
                                                            ================= ===============  ===============  ===============
  Impact on basic and diluted net income
   per common share                                                  $.01               $.01            $.04              $.04
                                                            ================= ===============  ===============  ===============

                                       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          Nine Months Ended
                                              ---------------------------- ----------------------------
                                                 April 1,     April 2,        April 1,     April 2,
                                                   2007         2006            2007         2006
                                              ------------- -------------- -------------- -------------
                                                       (in thousands, except per share data)


   Marketing and sales                            $484          $370           $1,189         $1,071
   Technology and development                      206           159              507            458
   General and administrative                      687           532            1,690          1,529
                                              ------------- -------------- -------------- -------------
     Total                                      $1,377        $1,061           $3,386         $3,058
                                              ============= ============== ============== =============

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          Nine Months Ended
                                              ---------------------------- ----------------------------
                                                 April 1,     April 2,        April 1,     April 2,
                                                   2007         2006            2007         2006
                                              ------------- -------------- -------------- -------------


      Weighted average fair value of
       options granted                            $3.51           $3.05          $3.05        $3.10
      Expected volatility                            46%             46%            46%          46%
      Expected life                            5.3 years       5.3 years      5.3 years    5.3 years
      Risk-free interest rate                       4.7%            4.5%           4.6%         4.5%
      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 nine months
ended April 1, 2007:

                                                                                       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                                                    120,000          $6.07
Exercised                                                 (256,419)         $4.92
Forfeited                                                 (679,883)         $9.22
                                                        -------------
Outstanding at April 1, 2007                             9,287,189          $8.05     5.0 years      $14,247
                                                        =============
Options vested or expected to vest at April 1, 2007      9,024,764          $8.07     4.9 years      $14,024
Exercisable at April 1, 2007                             7,483,698          $8.29     4.3 years      $12,686




                                       6




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


As of April 1, 2007,  the total  future  compensation  cost related to nonvested
options, not yet recognized in the statement of income, was $5.3 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 nine months ended April 1, 2007:


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

              Non-vested at July 2, 2006                     293,681           $7.44
              Granted                                        904,442           $5.24
              Vested                                         (39,913)          $6.48
              Forfeited                                      (52,983)          $6.49
                                                          -------------
              Non-vested at April 1, 2007                  1,105,227           $5.73
                                                          =============



The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date.  As of April 1, 2007,  there was  $4.3million  of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over the weighted-average  remaining period of 2.4
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 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 fiscal 2007,  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.

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               Nine Months Ended
                                             ------------------------------- -----------------------------
                                                April 1,        April 2,       April 1,       April 2,
                                                 2007            2006           2007           2006
                                             --------------- --------------- -------------- --------------
                                                         (in thousands, except per share data)

       Net revenues                               $213,779        $196,164       $680,777       $635,520

       Operating income (loss)                      $3,550         ($1,175)       $22,720        $14,066

       Net income (loss)                            $1,053         ($1,286)       $10,556         $5,619

       Basic and diluted net income (loss) per
        common share                                 $0.02          ($0.02)         $0.16          $0.09



Note 5 - Inventory

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

                                                                                                    
                                                                                       April 1,          July 2,
                                                                                        2007              2006
                                                                                    ----------------  -----------
                                                                                           (in thousands)

                Finished goods                                                          $46,682         $36,689
                Work-in-Process                                                           3,736           3,370
                Raw materials                                                            15,925          12,895
                                                                                      -----------     -----------
                                                                                        $66,343         $52,954
                                                                                      ===========     ===========


Note 6 - Goodwill and Intangible Assets

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

                                                                                          April 1,
                                                                                            2007
                                                                                       ----------------
                                                                                        (in thousands)

                Goodwill - beginning of year                                              $131,141
                Acquisition of Fannie May Confections-reclassification of
                 indefinite lived, non-amortizable tradenames
                 Other                                                                     (25,362)
                                                                                              (208)
                                                                                         -----------
                Goodwill - end of period                                                  $105,571
                                                                                         ===========



                                       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:

                                                                                                   
                                                         April 1, 2007                            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          $4,004        $923      $4,927          $3,762       $1,165
   Customer lists             3 - 10 years     14,260           3,436      10,824      18,500           2,231       16,269
   Other                       5 - 8 years      2,567             576       1,991       1,754             252        1,502
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               21,754           8,016      13,738      25,181           6,245       18,936

 Trademarks with
   indefinite lives                            39,676               -      39,676      10,886               -       10,886
                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
   intangible assets                          $61,430          $8,016     $53,414     $36,067          $6,245      $29,822
                                            ============ =============== =========== =========== =============== ============


Estimated future amortization expense is as follows:  remainder of fiscal 2007 -
$0.6  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:

                                                                                                     
                                                                                           April 1,       July 2,
                                                                                            2007           2006
                                                                                        --------------  -----------
                                                                                               (in thousands)

                Term loan                                                                   $78,625         $85,000
                Revolving line of credit                                                     10,000               -
                Commercial note                                                               1,907           2,942
                Seller financed acquisition obligations                                           -              23
                Obligations under capital leases                                                 87             458
                                                                                         -----------     -----------
                                                                                             90,619          88,423
                Less current maturities of long-term debt and obligations under
                   capital leases                                                            20,013          10,360
                                                                                         -----------     -----------
                                                                                             70,606         $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 April 1, 2007, the Company
had $10.0 million  outstanding  under its  revolving  credit  facility,  bearing
interest at a rate of 6.4%.

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 nine  months  ended  April 1, 2007 was 52.2% and 40.4%,  respectively,
compared to 41.4% and 50.9% during the  comparative  three and nine months ended
April 2,  2006.  The  effective  tax rate  includes  the  impact of  stock-based
compensation recognized in accordance with SFAS No. 123(R) 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
stock-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                  Nine Months Ended
                                                    -----------------------------     --------------------------------
                                                      April 1,       April 2,             April 1,         April 2,
  Net revenues                                         2007           2006                 2007             2006
                                                    -------------  --------------     --------------   ---------------
                                                                            (in thousands)

    Net revenues:
        1-800-Flowers.com Consumer Floral               $139,943       $128,562            $337,077         $308,137
        BloomNet Wire Service                             12,743          9,177              29,549           20,318
        Gourmet Food & Gift Baskets                       35,617         14,188             166,691           85,139
        Home & Children's Gifts                           26,338         28,354             148,908          157,199
        Corporate (*)                                        439            658               2,235            2,557
        Intercompany eliminations                         (1,301)          (922)             (3,683)          (2,739)
                                                    -------------  --------------     --------------   ---------------
    Total net revenues                                  $213,779       $180,017            $680,777         $570,611
                                                    =============  ==============     ==============   ===============


                                                         Three Months Ended                  Nine Months Ended
                                                    -----------------------------     --------------------------------
                                                      April 1,       April 2,             April 1,         April 2,
  Operating Income                                     2007           2006                 2007             2006
                                                    -------------  --------------     --------------   ---------------
                                                                            (in thousands)

    Category Contribution Margin:
        1-800-Flowers.com Consumer Floral                $19,093        $14,250             $40,194          $29,441
        BloomNet Wire Service                              3,835          2,253               8,793            4,449
        Gourmet Food & Gift Baskets                        1,827         (1,614)             25,547            7,548
        Home & Children's Gifts                           (3,218)        (2,667)             (1,435)           6,622
                                                    -------------  --------------     --------------   ---------------
    Category Contribution Margin Subtotal                 21,537         12,222              73,099           48,060
        Corporate (*)                                    (13,540)       (11,487)            (37,354)         (32,964)
        Depreciation and amortization                     (4,447)        (3,877)            (13,025)         (11,210)
                                                    -------------  --------------     --------------   ---------------
    Operating income (loss)                               $3,550        ($3,142)            $22,720           $3,886
                                                    =============  ==============     ==============   ===============



                                       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 Stock-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" - has
been providing  customers  around the world with the freshest flowers and finest
selection of plants, gift baskets,  gourmet foods, confections and plush stuffed
animals  perfect for every occasion.  1-800-FLOWERS.COM  offers the best of both
worlds: exquisite, florist-designed arrangements individually created by some of
the nation's top floral artists and hand-delivered the same day, and spectacular
flowers shipped overnight "Fresh From Our Growers(sm)."

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    (1-800-627-1712    or
www.plowandhearth.com), Problem Solvers (www.problemsolvers.com), Wind & Weather
(www.windandweather.com),   Madison  Place  (www.madisonplace.com),   HearthSong
(www.hearthsong.com)  and  Magic  Cabin   (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.   (1-800-443-8124   or   www.cherylandco.com);   premium
chocolates and confections from Fannie May Confections Brands (www.fanniemay.com
and www.harrylondon.com);  gourmet foods from GreatFood.com (www.greatfood.com);
wine   gifts   from   Ambrosia.com   (www.ambrosia.com);   gift   baskets   from
1-800-BASKETS.COM  (www.1800baskets.com)  and the BloomNet  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                               Nine Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                            April 1,       April 2,                        April 1,      April 2,
Net Revenues                                 2007           2006         % Change           2007          2006          % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                              (in thousands)

Net revenues:
    1-800-Flowers.com Consumer Floral     $139,943       $128,562            8.9%       $337,077         $308,137            9.4%
    BloomNet Wire Service                   12,743          9,177           38.9%         29,549           20,318           45.4%
    Gourmet Food & Gift Baskets             35,617         14,188          151.0%        166,691           85,139           95.8%
    Home & Children's Gifts                 26,338         28,354           (7.1%)       148,908          157,199           (5.3%)
    Corporate (*)                              439            658          (33.3%)         2,235            2,557          (12.6%)
    Intercompany eliminations               (1,301)          (922)          41.1%         (3,683)          (2,739)          34.5%
                                        -------------- ---------------                 -------------- ---------------
Total net revenues                        $213,779       $180,017           18.8%       $680,777         $570,611           19.3%
                                        ============== ===============                 ==============  ==============


                                                     Three Months Ended                               Nine Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                            April 1,       April 2,                        April 1,      April 2,
Gross Profit                                 2007           2006         % Change           2007          2006          % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                              (in thousands)

Gross profit:
    1-800-Flowers.com Consumer Floral      $53,931        $47,982           12.4%       $130,808         $116,532           12.3%
                                              38.5%          37.3%                          38.8%            37.8%
    BloomNet Wire Service                    6,612          4,589           44.1%         16,489           10,698           54.1%
                                              51.9%          50.0%                          55.8%            52.7%
    Gourmet Food & Gift Baskets             15,392          6,028          155.3%         76,585           39,407           94.3%
                                              43.2%          42.5%                          45.9%            46.3%
    Home & Children's Gifts                 10,520         11,350           (7.3%)        68,527           73,407           (6.6%)
                                              39.9%          40.0%                          46.0%            46.7%
    Corporate (*)                              268            395          (32.2%)         1,208            1,434          (15.8%)
                                              61.0%          60.0%                          54.0%            56.1%
    Intercompany eliminations                  (36)           (70)                          (139)            (186)
                                        -------------- ---------------                 -------------- ---------------
Total gross profit                         $86,687        $70,274           23.4%       $293,478         $241,292           21.6%
                                        ============== ===============                 ==============  ==============
                                              40.5%          39.0%                          43.1%            42.3%
                                        ============== ===============                 ==============  ==============


                                                     Three Months Ended                               Nine Months Ended
                                        ---------------------------------------------  ---------------------------------------------
                                            April 1,       April 2,                        April 1,      April 2,
EBITDA(**)                                   2007           2006         % Change           2007          2006          % Change
                                        -------------- --------------- --------------  -------------- --------------- --------------
                                                                              (in thousands)

Category Contribution Margin:
    1-800-Flowers.com Consumer Floral      $19,093        $14,250           34.0%        $40,194          $29,441           36.5%
    BloomNet Wire Service                    3,835          2,253           70.2%          8,793            4,449           97.6%
    Gourmet Food & Gift Baskets              1,827         (1,614)         213.2%         25,547            7,548          238.5%
    Home & Children's Gifts                 (3,218)        (2,667)         (20.7%)        (1,435)           6,622         (121.7%)
                                        -------------- ---------------                 -------------- ---------------
Category Contribution Margin Subtotal       21,537         12,222           76.2%         73,099           48,060           52.1%
    Corporate (*)                          (13,540)       (11,487)         (17.9%)       (37,354)         (32,964)         (13.3%)
                                        -------------- ---------------                 -------------- ---------------
EBITDA                                      $7,997           $735          988.0%        $35,745          $15,096          136.8%
                                        ============== ===============                 ==============  ==============


  (*) 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 Stock-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                             Nine Months Ended
                                    ----------------------------------------------- ---------------------------------------------
                                       April 1,        April 2,                        April 1,       April 2,
                                         2007            2006          % Change          2007           2006          % Change
                                    --------------- ---------------- -------------- --------------- -------------- ---------------
                                                                     (in thousands)
    Net revenues:

     E-Commerce                        $175,592        $161,820          8.5%          $555,010       $520,959           6.5%
     Other                               38,187          18,197        109.9%           125,767         49,652         153.3%
                                     --------------  ----------------                 -------------- --------------
    Total net revenues                 $213,779        $180,017         18.8%          $680,777       $570,611          19.3%
                                     ==============  ================                 ============== ==============

The Company's revenue growth of 18.8% and 19.3% during the three and nine months
ended April 1, 2007,  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 nine months ended
April 1, 2007 was 9.1% and 6.4%,  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  2,684,000 and  8,696,000  orders
through its E-commerce sales channels  (online and telephonic  sales) during the
three and nine months ended April 1, 2007, respectively, an increase of 5.3% and
3.1% over the respective prior year periods.  The Company's  E-commerce  average
order value of $65.41 and $63.78 during the three and nine months ended April 1,
2007,  respectively,  increased 3.0% 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 nine months ended April 1, 2007, 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 nine months ended April
1, 2007  increased  by 8.9% and 9.4% 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
nine months ended April 1, 2007 increased by 38.9% and 45.4% over the respective
prior year  periods,  primarily  as a result of  increased  florist  membership,
expanded product and service offerings,  pricing  initiatives and an increase in
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 nine months ended April
1, 2007 increased by 151.0% and 95.8% over the respective prior year periods, as
a result of the contribution of Fannie May Confections  ($17.3 million and $71.0
million  during  three and nine months  ended April 1, 2007,  respectively)  and
strong organic growth within the Cheryl & Co. and The Popcorn Factory brands.

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 nine months  ended April 1, 2007  decreased  by 7.1% and 5.3% 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. During the second quarter
of fiscal 2007, 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. In response to the previous quarter's results, during the three
months ended April 1, 2007,  management  implemented  several changes to improve
the performance within this category: (i) strengthened the management team, (ii)
improved  the  creative  look and feel of the  catalogs  and (iii)  revised  the
circulation plans for all titles to place more focus on the category's  existing
customer  base. To augment these efforts and help in the Company's  analysis and
planning, the Company has hired a consulting firm with specific expertise in the
direct-to-consumer/catalog  space. In addition, through their investment banking
capabilities,  they will provide  assistance in evaluating all strategic options
for this business.

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                              Nine Months Ended
                                  --------------------------------------------- ------------------------------------------------
                                     April 1,         April 2,                      April 1,         April 2,
                                      2007             2006         % Change         2007             2006          % Change
                                  --------------  --------------- ------------- ---------------  --------------- -------------
                                                                       (in thousands)

        Gross profit                   $86,687           $70,274        23.4%        $293,478        $241,292         21.6%
        Gross margin %                   40.5%             39.0%                        43.1%           42.3%



Gross profit  increased during the three and nine months ended April 1, 2007, in
comparison  to the same period of the prior year,  primarily  as a result of the
revenue growth described above and an increase in gross margin percentage. Gross
margin  percentage  increased 150 basis points and 80 basis points, to 40.5% and
43.1% during the three and nine months ended April 1, 2007,  respectively,  as a
result of product mix and pricing initiatives as well as continued  improvements
in customer service,  fulfillment,  including  improved outbound shipping rates,
and merchandising programs.

The  1-800-Flowers.com  Consumer  Floral category gross profit for the three and
nine months ended April 1, 2007 increased by 12.4% and 12.3% over the respective
prior year periods as a result of the  aforementioned  increase in net revenues,
as well as improvements in sourcing,  fulfillment  logistics,  including reduced
outbound shipping rates, and pricing initiatives,  which resulted in an increase
in gross margin  percentage of 120 basis points and 100 basis  points,  to 38.5%
and 38.8%,  during the three and nine months ended April 1, 2007,  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 nine months
ended April 1, 2007 increased by 44.1% and 54.1% over the respective  prior year
periods as a result of  increases  in florist  membership,  product  and service
offerings,  pricing initiatives and floral wholesale product sales. Gross margin
percentage  increased 190 basis points and 310 basis points,  to 51.9% and 55.8%
during the three and nine months ended April 1, 2007, respectively, primarily as
a result of sales mix.

                                       16


The Gourmet  Food & Gift  Basket  category  gross  profit for the three and nine
months  ended April 1, 2007  increased  by 155.3% and 94.3% over the  respective
prior year periods as a result of the  incremental  revenue  generated by Fannie
May Confections Brands and strong organic growth within the Cheryl & Co. and The
Popcorn Factory brands.  Gross margin percentage increased by 70 basis points to
43.2% during the three  months  ended April 1, 2007,  as a result of product mix
driven by the Fannie May Confections Brands, but decreased by 40 basis points to
45.9% during the nine months  ended April 1, 2007,  primarily as a result of the
seasonally  lower margins of Fannie May  Confections  in first quarter of fiscal
2007.

The Home & Children's  Gift category  gross profit for the three and nine months
ended April 1, 2007  decreased by 7.3% and 6.6% over the  respective  prior year
periods  as a result  of the  aforementioned  decline  in  sales.  Gross  margin
percentage  declined  10 basis  points and 70 basis  points,  to 39.9% and 46.0%
during the three and nine months ended April 1, 2007, respectively, due to sales
mix and markdowns to move inventory.

During the remainder of fiscal 2007,  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
Gourmet Food and Gift Baskets and BloomNet Wire Service,  (ii) improved  product
sourcing,   new  product   development  and  process   improvement   initiatives
implemented  during  the  first  quarter,   and  (iii)  the  continued  improved
performance of the Consumer Floral segment.

Marketing and Sales Expense

                                                                                                      

                                                Three Months Ended                                Nine Months Ended
                                   --------------------------------------------  ----------------------------------------------
                                     April 1,        April 2,                       April 1,         April 2,
                                      2007            2006          % Change         2007             2006          % Change
                                   --------------- --------------- ------------  --------------  --------------- --------------
                                                                (in thousands)

   Marketing and sales              $59,023          $53,188         11.0%          $200,430        $179,286          11.8%
   Percentage of net revenues          27.6%            29.5%                           29.4%           31.4%



During  the three and nine  months  ended  April 1,  2007,  marketing  and sales
expenses decreased from 29.5% and 31.4% of net revenue to 27.6% and 29.4% 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
expand membership, increase product and service offerings, and increase BloomNet
Technologies  penetration.   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 11.0% and
11.8%  during  the  three  and nine  months  ended  April 1, 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 nine
months  ended  April 1,  2007,  the  Company  added  approximately  834,000  and
2,610,000 new e-commerce customers, representing increases of 1.2% and 1.8% over
the same  periods  of the prior  year.  As a result of the  Company's  effective
customer  retention  efforts,  1,183,000 and 2,584,000 existing customers placed
e-commerce  orders  during  the  three  and nine  months  ended  April 1,  2007,
respectively,  representing  increases of 6.0% and 2.1% over the same periods of
the prior year.  Of the  2,017,000  and  5,194,000  total  customers  who placed
e-commerce  orders  during  the  three  and nine  months  ended  April 1,  2007,
respectively,  approximately 58.7% and 49.7% were repeat customers,  compared to
57.5% and 49.2%  during  respective  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                                Nine Months Ended
                                   --------------------------------------------  ----------------------------------------------
                                     April 1,        April 2,                       April 1,         April 2,
                                      2007            2006          % Change         2007             2006          % Change
                                   --------------- --------------- ------------  --------------  --------------- --------------
                                                                   (in thousands)

Technology and development              $5,469         $5,170         5.8%          $15,831        $14,736          7.4%
Percentage of net revenues                2.6%           2.9%                          2.3%           2.6%



During the three and nine months ended April 1, 2007, technology and development
expense  decreased  to 2.6% and 2.3% of net  revenue,  respectively,  reflecting
improved  operating  leverage,  but  increased  over the  respective  prior year
periods by 5.8% and 7.4%,  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 nine months ended April 1, 2007, the
Company  expended $6.7 million and $22.3 million on technology and  development,
of which $1.2 million and $6.5 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                                Nine Months Ended
                                   --------------------------------------------  ----------------------------------------------
                                     April 1,        April 2,                       April 1,         April 2,
                                      2007            2006          % Change         2007             2006          % Change
                                   --------------- --------------- ------------  --------------  --------------- --------------
                                                                   (in thousands)

General and administrative             $14,198         $11,181          27.0%        $41,472          $32,174           28.9%
Percentage of net revenues                6.6%            6.2%                          6.1%             5.6%



General and  administrative  expense  increased 27.0% and 28.9% during the three
and nine months ended April 1, 2007, respectively, and by 40 basis points and 50
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) increased legal and professional  fees, and (iii) the
achievement of certain  performance  related bonus targets which were not earned
in the prior year.

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 remain
consistent or increase slightly over the prior year period.

Depreciation and Amortization Expense

                                                                                                      
                                                Three Months Ended                                Nine Months Ended
                                   --------------------------------------------  ----------------------------------------------
                                     April 1,        April 2,                       April 1,         April 2,
                                      2007            2006          % Change         2007             2006          % Change
                                   --------------- --------------- ------------  --------------  --------------- --------------
                                                                   (in thousands)

Depreciation and  amortization        $4,447           $3,877          14.7%        $13,025        $11,210           16.2%
Percentage of net revenues              2.1%             2.2%                          1.9%           2.0%



Depreciation  and amortization  expense  increased by 14.7% and 16.2% during the
three and nine months ended April 1, 2007,  respectively,  in  comparison to the
prior year period as a result of the incremental amortization expense related to
the  intangibles  established as a result of the  acquisitions of Wind & Weather

                                       18

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,   and  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 as a percentage of net revenues in comparison to the
prior year.

Other Income (Expense)


                                                                         
                                       Three Months Ended             Nine Months Ended
                                  ------------------------------ -----------------------------
                                      April 1,        April 2,        April 1,       April 2,
                                       2007            2006            2007           2006
                                  ------------------------------ -----------------------------
                                                        (in thousands)

          Interest income               $203              $474          $794           $830
          Interest expense            (1,551)              (96)       (5,804)          (293)
          Other                            1               137             5              -
                                  --------------   ------------- --------------- -------------
                                     ($1,347)             $515       ($5,005)          $537
                                  ==============   ============= =============== =============

The  decrease in other income  (expense)  during the three and nine months ended
April 1, 2007,  in  comparison to prior year periods was primarily the result of
higher  interest  expense on the  Company's  2006 Credit  Facility.  The Company
utilized an $85.0  million  term loan to finance its  acquisition  of Fannie May
Confections in May 2006, and during the quarter,  had borrowed under its line of
credit to fund  working  capital  needs.  As of April 1, 2007,  the  outstanding
balance on the Company's credit line was $10.0 million.

Income Taxes

During the three and nine  months  ended  April 1, 2007,  the  Company  recorded
income tax expense of $1.2 million and $7.2 million, respectively. The Company's
effective  tax rate for the three and nine months  ended April 1, 2007 was 52.2%
and 40.4%,  respectively,  compared  to 41.4% and 50.9%  during the  comparative
three and nine months ended April 2, 2006.  The  effective tax rate includes the
impact of stock-based compensation recognized in accordance with SFAS No. 123(R)
due to the associated  book/tax  differences  in accounting for incentive  stock
options.

Liquidity and Capital Resources

At April 1, 2007, the Company had working  capital of $52.0  million,  including
cash and  equivalents  of $10.2  million,  compared to working  capital of $44.3
million, including cash and equivalents of $24.6 million, at July 2, 2006.

Net cash  provided by operating  activities of $10.7 million for the nine months
ended April 1, 2007 was primarily  attributable to net income,  non-cash charges
for  depreciation  and  amortization,  deferred  income  taxes  and  stock-based
compensation,  offset in part by increases in inventory and receivables  related
primarily to the Fannie May Confections wholesale business.

Net cash used in investing activities of $12.8 million for the nine months ended
April 1, 2007 was primarily  attributable to capital expenditures related to the
Company's technology and distribution infrastructure, offset in part by the sale
of certain Company owned floral retail stores to franchise operators.

Net cash used in financing activities of $12.3 million for the nine months ended
April 1, 2007,  was primarily  due to the  scheduled  repayment of the Company's
debt and capital  lease  obligations  of $7.8  million,  and the  repurchase  of
3,010,740  shares of treasury  stock in the amount of $15.7  million,  offset in
part by $10.0 million of borrowings  under the Company's  line of credit to fund
working capital  requirements as the Company approaches its Mother's Day holiday
selling  season,  and net proceeds  received upon the exercise of employee stock
options.

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

                                       19


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.  The Company  expects that all such amounts
will be  repaid  prior to the end of its  fiscal  year.  At April 1,  2007,  the
Company had $10.0 million outstanding under its revolving credit facility.

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed  utilizing  available  cash.  As of April 1, 2007,  the
Company had repurchased  1,521,452 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 $8.8 million remains authorized but unused.

At April 1, 2007, the Company's contractual obligations consist of:


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


Long-term debt, including interest        $106,390            $24,490         $32,482         $42,950               $6,468
Capital lease obligations                      116                 46              32              25                   13
Operating lease obligations                 63,346              9,933          16,573          10,552               26,288
Sublease obligations                         5,709              1,763           2,545           1,089                  312
Purchase commitments (*)                    18,464             18,464               -               -                    -
                                        -----------    ---------------    ------------   -------------     ----------------
    Total                                 $194,025            $54,696         $51,632         $54,616              $33,081
                                        ===========    ===============    ============   =============     ================


(*) 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
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.

                                       20

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.

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

                                       21

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
   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.

                                       22



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 nine
months  ended April 1, 2007 that have  materially  affected,  or are  reasonably
likely to materially affect, our internal controls over financial reporting.






















                                       23

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 nine months of fiscal 2007 which  includes the period
July 3, 2006 through April 1, 2007.


                                                                                            
                                                                          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
     1/1/07 - 1/28/07                   11.4                $2.89                     11.4                $8,830
    1/29/07 - 2/25/07                      -                   $-                        -                $8,830
     2/26/07 - 4/1/07                      -                   $-                        -                $8,830
                             --------------------    -----------------    ---------------------
Total                                3,022.1                $5.20                        -


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
$8.8 million remains authorized but unused.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

         None.


                                       24



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.





























                                       25



                                   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: May 11, 2007                           /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: May 11, 2007                           /s/ William E. Shea
-----------------------                      -----------------------------------
                                             William E. Shea
                                             Senior Vice President of Finance
                                             and Administration (Principal
                                             Financial and Accounting Officer)