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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
J P MORGAN PARTNERS SBIC LLC
   2. Issuer Name and Ticker or Trading Symbol
1 800 FLOWERS COM INC [FLWS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O J.P. MORGAN PARTNERS, LLC, 1221 AVENUE OF THE AMERICAS - 40TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/10/2004
(Street)

NEW YORK, NY 10020		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock               3,208,240 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Purchase) (2) $ 3.65               (1) 12/06/2010 Class A Common Stock 25,000   25,000 I Footnote (2)
Stock Option (Right to Purchase) (2) $ 14.34               (1) 12/04/2011 Class A Common Stock 5,000   5,000 I Footnote (2)
Stock Option (Right to Purchase) $ 10.46               (1) 12/04/2012 Class A Common Stock 5,000   5,000 D  
Stock Option (Right to Purchase) $ 11.81               (1) 12/02/2013 Class A Common Stock 5,000   5,000 I Footnote (3)
Stock Option (Right to Purchase) (2) $ 8.78 12/10/2004   A   10,000     (1) 12/10/2014 Class A Common Stock 10,000 $ 0 10,000 I Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
J P MORGAN PARTNERS SBIC LLC
C/O J.P. MORGAN PARTNERS, LLC
1221 AVENUE OF THE AMERICAS - 40TH FLOOR
NEW YORK, NY 10020		     X    
JP MORGAN PARTNERS BHCA LP
J.P. MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020		     X    
JPMP MASTER FUND MANAGER L P
JP MORGAN PARTNERS LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020		     X    
JPMP CAPITAL CORP
C/O J.P. MORGAN PARTNERS, LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020		     X    
J P MORGAN CHASE & CO
270 PARK AVE
39TH FL
NEW YORK, NY 10017		     X    

Signatures

 J.P. Morgan Partners (SBIC), LLC By: /s/ Jeffrey C. Walker President   01/11/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These stock options are immediately exercisable.
(2) The stock options were granted to Jeffrey Walker, a director of the Issuer, President of J.P. Morgan Partners (SBIC), LLC ("JPM SBIC"). Mr. Walker is obligated to exercise the options, and to transfer any shares issued under the stock options to JPM SBIC, at the request of JPM SBIC. In July 2002, the stock options were transferred to JPM SBIC.
(3) These stock options were issued to J.P. Morgan Partners, LLC, the investment advisor to JPM SBIC.

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