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 January 1, 2006


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

                           Commission File No. 0-26841

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

     DELAWARE                                                    11-3117311
     --------                                                    ----------
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                          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)

                  1600 Stewart Avenue, Westbury, New York 11590
                  ---------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)

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 an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).                       Yes (X) No ( )

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:

                                   28,222,698
                                   ----------
  (Number of shares of Class A common stock outstanding as of February 2, 2006)

                                   36,858,465
                                   ----------
  (Number of shares of Class B common stock outstanding as of February 2, 2006)





                             1-800-FLOWERS.COM, Inc.

TABLE OF CONTENTS

                                      INDEX
                                                                           Page
                                                                           ----
Part I.    Financial Information

  Item 1.   Consolidated Financial Statements:

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

            Consolidated Statements of Income (Unaudited) - Three
             and Six Months Ended January 1, 2006 and December 26,
             2004                                                             2

            Consolidated Statements of Cash Flows (Unaudited) - Three
             and Six Months Ended January 1, 2006 and December 26,
             2004                                                             3

            Notes to Consolidated Financial Statements (Unaudited)            4



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

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk       19

  Item 4.   Controls and Procedures                                          19

Part II.    Other Information

  Item 1.   Legal Proceedings                                                20

  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds      20

  Item 3.   Defaults upon Senior Securities                                  20

  Item 4.   Submission of Matters to a Vote of Security Holders              20

  Item 5.   Other Information                                                21

  Item 6.   Exhibits                                                         21

Signatures                                                                   22




PART I. - FINANCIAL INFORMATION

ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS


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

                                                                                                   
                                                                                       January 1,       July 3,
                                                                                         2006            2005
                                                                                     --------------  ------------
                                                                                      (unaudited)
Assets
Current assets:
 Cash and equivalents                                                                   $60,872       $ 39,961
 Short-term investments                                                                       -          6,647
 Receivables, net                                                                        15,536         10,619
 Inventories                                                                             38,967         28,675
 Deferred income taxes                                                                    7,149         10,219
 Prepaid and other                                                                        6,027          5,289
                                                                                     --------------  ------------
    Total current assets                                                                128,551        101,410

Property, plant and equipment, net                                                       56,555         50,474
Goodwill                                                                                 66,692         63,219
Other intangibles, net                                                                   15,580         14,215
Deferred income taxes                                                                    17,161         17,161
Other assets                                                                              6,647          5,473
                                                                                     -------------   ------------
Total assets                                                                           $291,186       $251,952
                                                                                     =============   ============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable and accrued expenses                                                  $93,053       $ 57,121
 Current maturities of long-term debt and obligations under capital leases                2,243          2,597
                                                                                     -------------   ------------
   Total current liabilities                                                             95,296         59,718
Long-term debt and obligations under capital leases                                       2,388          3,347
Other liabilities                                                                         2,606          2,553
                                                                                     -------------   ------------
Total liabilities                                                                       100,290         65,618
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued                   -              -
 Class A common stock, $.01 par value, 200,000,000 shares authorized, 29,781,118
  and 29,888,603 shares issued at January 1, 2006 and July 3, 2005, respectively            298            300
 Class B common stock, $.01 par value, 200,000,000 shares authorized, 42,138,465
  and 42,144,465 shares issued at January 1, 2006 and July 3, 2005, respectively            421            421
 Additional paid-in capital                                                             259,910        258,848
 Retained deficit                                                                       (55,488)       (59,198)
 Deferred compensation                                                                        -         (1,116)
 Treasury stock, at cost-1,562,850 and 1,380,850 Class A shares at January 1,
  2006 and July 3, 2005, respectively and 5,280,000 Class B shares                      (14,245)       (12,921)
                                                                                     -------------   ------------
   Total stockholders' equity                                                           190,896        186,334
                                                                                     -------------   ------------
Total liabilities and stockholders' equity                                            $ 291,186       $251,952
                                                                                     =============   ============









         See accompanying notes.

                                       1




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


                                                                                                             
                                                                     Three Months Ended                  Six Months Ended
                                                             ---------------------------------   ---------------------------------
                                                                January 1,      December 26,       January 1,      December 26,
                                                                  2006             2004               2006             2004
                                                             ---------------- ----------------   ---------------  ----------------
Net revenues                                                    $277,829        $230,014            $390,594         $327,528
Cost of revenues                                                 152,837         127,402             219,576          185,344
                                                             ---------------- ----------------   ---------------  ----------------
Gross profit                                                     124,992         102,612             171,018          142,184
Operating expenses:
 Marketing and sales                                              87,874          72,841             126,098          102,733
 Technology and development                                        4,797           3,292               9,566            6,396
 General and administrative                                       10,357           7,954              20,993           15,556
 Depreciation and amortization                                     3,809           3,770               7,333            7,666
                                                             ---------------- ----------------   ---------------  ----------------
   Total operating expenses                                      106,837          87,857             163,990          132,351
                                                             ---------------- ----------------   ---------------  ----------------
Operating income                                                  18,155          14,755               7,028            9,833
Other income (expense):
 Interest income                                                     141             275                 356              657
 Interest expense                                                   (113)           (124)               (197)            (265)
 Other                                                              (143)             21                (137)              25
                                                             ---------------- ----------------   ---------------  ----------------
Total other income (expense), net                                   (115)            172                  22              417
                                                             ---------------- ----------------   ---------------  ----------------
Income before income taxes                                        18,040          14,927               7,050           10,250
Income taxes                                                      (7,704)         (6,223)             (3,340)          (4,256)
                                                             ---------------- ----------------   ---------------  ----------------
Net income                                                       $10,336          $8,704              $3,710           $5,994
                                                             ================ ================   ===============  ================
Basic and diluted net income per common share                      $0.16           $0.13               $0.06            $0.09
                                                             ================ ================   ===============  ================
Weighted average shares used in the calculation
 of net income per common share
        Basic                                                     65,065          66,061              65,076           66,135
                                                             ================ ================   ===============  ================
        Diluted                                                   66,395          67,637              66,395           67,627
                                                             ================ ================   ===============  ================





See accompanying notes.



                                       2





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

                                                                                                   
                                                                                          Six Months Ended
                                                                                   --------------------------------
                                                                                     January 1,       December 26,
                                                                                        2006             2004
                                                                                   ---------------   --------------
Operating activities:
Net income                                                                                 $3,710         $5,994
Reconciliation of net income to net cash provided by operations:
 Depreciation and amortization                                                              7,333          7,666
 Deferred income taxes                                                                      3,070          4,256
 Stock based compensation                                                                   1,997              -
 Bad debt expense                                                                             160            146
 Other non-cash items                                                                         166              -
Changes in operating items, excluding the effects of acquisitions:
    Receivables                                                                            (4,455)       (11,078)
    Inventories                                                                            (8,190)        (7,719)
    Prepaid and other                                                                         264           (620)
    Accounts payable and accrued expenses                                                  33,334         15,765
    Other assets                                                                           (1,576)         1,592
    Other liabilities                                                                          54            296
                                                                                   ---------------   --------------
 Net cash provided by operating activities                                                 35,867         16,298


Investing activities:
Purchase of investments                                                                         -        (32,866)
Sale of investments                                                                         6,695         40,903
Acquisition, net of cash acquired                                                          (4,959)        (9,674)
Capital expenditures, net of non-cash expenditures                                        (13,083)        (5,653)
Other                                                                                          86              2
                                                                                   ---------------   --------------
 Net cash used in investing activities                                                    (11,261)        (7,288)

Financing activities:
Acquisition of treasury stock                                                              (1,324)        (2,175)
Proceeds from employee stock options/purchase plan                                            179            645
Repayment of notes payable and bank borrowings                                             (1,815)          (654)
Payment of capital lease obligations                                                         (735)          (856)
                                                                                   ---------------   --------------
  Net cash used in financing activities                                                    (3,695)        (3,040)
                                                                                   ---------------   --------------
Net change in cash and equivalents                                                         20,911          5,970
Cash and equivalents:
  Beginning of period                                                                      39,961         80,824
                                                                                   ---------------   --------------
  End of period                                                                           $60,872        $86,794
                                                                                   ===============   ==============








See accompanying notes.


                                       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 six months ended January 1, 2006 are not necessarily indicative of the
results that may be expected for the fiscal year ending July 2, 2006.

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 2005.

Use of Estimates

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

Comprehensive Income

For the three and six months ended  January 1, 2006 and  December 26, 2004,  the
Company's  comprehensive  income was equal to the respective net income for each
of the periods presented.

Note 2 - Net Income Per Common Share

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


                                                                                                      
                                                          Three Months Ended                   Six Months Ended
                                                     ----------------------------------  ----------------------------------
                                                       January 1,       December 26,       January 1,      December 26,
                                                          2006             2004              2006             2004
                                                     -----------------  ---------------  ----------------  ----------------
                                                                       (in thousands, except per share data)
    Numerator:
      Net income                                         $10,336            $8,704           $3,710            $5,994
                                                     =================  ===============  ================  ================

    Denominator:
      Weighted average shares outstanding                 65,065            66,061           65,076            66,135
      Effect of dilutive securities:
          Employee stock options                           1,297             1,576            1,294             1,492
          Employee restricted stock awards                    33                 -               25                 -
                                                     -----------------  ---------------  ----------------  ----------------
                                                           1,330             1,576            1,319             1,492
                                                     -----------------  ---------------  ----------------  ----------------
    Adjusted weighted-average shares and assumed
      conversions                                         66,395            67,637           66,395            67,627
                                                    =================  ===============  ================  ================
    Net income per common share:
      Basic and diluted                                    $0.16             $0.13           $0.06             $0.09
                                                    =================  ===============  ================  ================





                                       4




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


Note 3 - Stock-Based Compensation

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

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

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

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

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

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

          Stock-option compensation expense recognized (*):          (in thousands, except per share data)

            Marketing and sales                                              $332             $630
            Technology and development                                        142              269
            General and administrative                                        473              898
                                                                        -----------       -----------
              Total                                                           947            1,797
            Related deferred income tax expense                               196              371
                                                                        -----------       ----------
            Decrease in net income                                           $751           $1,426
                                                                        ===========       ==========

   Impact on basic and diluted net income per  common share                ($0.01)          ($0.02)
                                                                        ===========        ==========


   (*) excludes the amortization of restricted stock awards in the
       amount of $113 and $200 for the three and six months ended
       January 1, 2006, respectively. ($68 and $120, net of tax for
       the three and six months ended January 1, 2006, respectively).

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

                                       5


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


stock options and restricted stock awards, totaled $1.1 million and $2.0 million
($0.8  million  and $1.5  million,  net of tax)  during the three and six months
ended January 1, 2006, respectively.

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


                                                                                 
                                                                   Three Months    Six Months
                                                                      Ended           Ended
                                                                   December 26,     December 26,
                                                                       2004           2004
                                                                  --------------- --------------
                                                                 (in thousands except per share
                                                                              data)

                 Net income - As reported                              $8,704         $5,994
                  Less: Stock option compensation expense (*)           1,996          3,690
                                                                  --------------- --------------
                 Net income - Pro forma                                $6,708         $2,304
                                                                  =============== ==============

                 Net income per share:
                  Basic and diluted - As reported                       $0.13          $0.09
                                                                        =====          =====
                  Basic and diluted - Pro forma                         $0.10          $0.03
                                                                        =====          =====


(*) no restricted stock awards were made prior to January 2005


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

                                                                                
                                                Three Months Ended              Six Months Ended
                                          ------------------------------- -----------------------------
                                            January 1,     December 26,    January 1,    December 26,
                                               2006            2004           2006           2004
                                          --------------- --------------- -------------- --------------



       Weighted average fair value of
        options granted                          $3.09           $4.65         $3.11          $4.66
       Expected volatility                         46%             61%           46%            62%
       Expected life                           5.3 yrs         5.0 yrs       5.3 yrs        5.0 yrs
       Risk-free interest rate                   4.47%           3.86%         4.45%          3.79%
       Expected dividend yield                   0.00%           0.00%         0.00%          0.00%


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

                                       6



The following table summarizes stock option activity during the six months ended
January 1, 2006:

                                                                                            
                                                                                        Weighted
                                                                                         Average
                                                                          Weighted      Remaining     Aggregate
                                                                          Average      Contractual    Intrinsic
                                                          Options      Exercise Price     Term       Value (000s)
                                                        -----------------------------------------------------------
Outstanding at July 3, 2005                              9,477,461         $8.35
Granted                                                    837,500         $6.58
Exercised                                                  (42,047)        $5.32
Forfeited                                                 (255,856)       $10.41
                                                       -------------
Outstanding at January 1, 2006                          10,017,058         $8.15       6.2 years        $7,222
                                                       =============

Options vested or expected to vest at January 1, 2006    9,536,239         $8.15       6.2 years        $6,875
Exercisable at January 1, 2006                           6,494,805         $8.79       5.2 years        $7,220



As of January 1, 2006, the total future  compensation  cost related to nonvested
options not yet  recognized  in the statement of income was $7.8 million and the
weighted  average  period over which these awards are expected to be  recognized
was 2.4 years.

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

The  following  table  summarizes  the activity of non-vested  restricted  stock
during the six months ended January 1, 2006:

                                                                       
                                                                          Weighted
                                                                       Average Grant
                                                                         Date Fair
                                                           Shares          Value
                                                        -------------  ---------------
                Non-vested at July 3, 2005                  155,919        $8.39
                Granted                                     150,649        $6.71
                Vested                                            -            -
                Forfeited                                    (8,313)       $8.41
                                                        -------------
               Non-vested at January 1, 2006                298,255        $7.54
                                                        =============


The fair value of  nonvested  shares is  determined  based on the closing  stock
price on the grant date. As of January 1, 2006,  there was $1.6 million of total
unrecognized  compensation  cost related to  non-vested  restricted  stock-based
compensation to be recognized over a weighted-average period of 3.3 years.










                                       7




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


Note 4 - Acquisitions

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

Acquisition of Wind & Weather

On  October  31,  2005,  the  Company  acquired  Wind & Weather,  a Fort  Bragg,
California based direct marketer of  weather-themed  gifts, with annual revenues
of approximately $14.4 million during its most recent year ended March 31, 2005.
The purchase price of approximately $5.2 million,  including  acquisition costs,
was funded  utilizing the  Company's  line of credit which was repaid during the
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 is currently relocating the operations of Wind & Weather to its Madison,
Virginia facility.

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


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

  Current assets                                  $4,014
  Property, plant and equipment                       68
  Intangible assets                                1,750
  Goodwill                                         3,246
  Other non-current assets                            20
                                            --------------------
    Total assets acquired                          9,098
                                            --------------------
  Current liabilities                              3,810
  Non-current liabilities                             39
                                            --------------------
    Total liabilities assumed                      3,849
                                            --------------------
    Net assets acquired                           $5,249
                                            ====================


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



                                       8



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


Acquisition of Cheryl & Co.

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

Acquisition of The Winetasting Network

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

Pro forma Results of Operation

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

                                                                             
                                            Three Months Ended              Six Months Ended
                                      ------------------------------- -----------------------------
                                        January 1,     December 26,    January 1,    December 26,
                                           2006            2004           2006           2004
                                      --------------- --------------- -------------- --------------



      Net revenues                        $278,863        $262,276       $393,428        $365,414

      Operating income                     $18,158         $21,825         $6,844         $15,890

      Net income                           $10,327         $12,464         $3,577          $9,039

      Net income per common share
       Basic                                 $0.16           $0.19          $0.05           $0.14
       Diluted                               $0.16           $0.18          $0.05           $0.13



Note 5 - Goodwill and Intangible Assets

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

                                                                                     

                                                                                  January 1, 2006
                                                                                 -----------------
                                                                                  (in thousands)

                Goodwill - beginning of year                                           $63,219
                Acquisition of Wind and Weather                                          3,246
                Other                                                                      227
                                                                                     -----------
                Goodwill - end of period                                               $66,692
                                                                                     ===========




                                       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:

                                                                                                    
                                                        January 1, 2006                           July 3, 2005
                                            ---------------------------------------- ----------------------------------------
                                               Gross                                   Gross
                              Amortization   Carrying     Accumulated                Carrying     Accumulated
                                 Period       Amount      Amortization      Net        Amount     Amortization       Net
                             -------------- ------------- --------------- ----------- ----------- --------------- ------------
                                                                     (in thousands)

 Intangible assets with
 determinable lives
   Investment in licenses    14 - 16 years     $4,927       $3,600         $1,327      $4,927          $3,438       $1,489
   Customer lists              3 - 6 years     $5,390        1,412          3,978       4,640           1,145        3,495
   Other                       5 - 8 years        555          194            361         555             170          385
                                            ------------ --------------- ----------- ----------- --------------- ------------
                                               10,872        5,206          5,666      10,122           4,753        5,369

 Trademarks with
   indefinite lives                             9,914            -          9,914       8,846               -        8,846

                                            ------------ --------------- ----------- ----------- --------------- ------------
 Total identifiable
   intangible assets                          $20,786       $5,206        $15,580     $18,968          $4,753      $14,215
                                            ============ =============== =========== =========== =============== ============



Estimated  amortization  expense is as follows:  remainder of fiscal 2006 - $0.7
million,  fiscal 2007 - $1.2 million,  fiscal 2008 - $1.1 million, fiscal 2009 -
$1.1  million,  fiscal  2010 - $1.0  million,  fiscal  2011 - $0.5  million  and
thereafter - $0.1 million.

Note 6 - Long-Term Debt

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

                                                                                                      
                                                                                          January 1,      July 3,
                                                                                            2006           2005
                                                                                        --------------  -----------
                                                                                                (in thousands)

            Commercial notes and revolving credit lines                                     $3,610         $4,152
            Seller financed acquisition obligations                                             23             46
            Obligations under capital leases                                                   998          1,746
                                                                                        --------------  -----------
                                                                                             4,631          5,944
            Less current maturities of long-term debt and obligations under
             capital leases                                                                  2,243          2,597
                                                                                        --------------  -----------
                                                                                            $2,388         $3,347
                                                                                        ==============  ===========


In order to fund working  capital  requirements  during its most recent  holiday
selling  season  and to  support  outstanding  letters  of  credit,  as  well as
temporarily  finance the acquisition of Wind & Weather referred to in Note 4, on
October 27, 2005, the Company  established a second line of credit in the amount
of $20.0  million,  bringing  its total  available  credit  facilities  to $25.0
million.  The  credit  facilities,  which are  collateralized  by the  Company's
working  capital,  bear interest equal to the applicable  LIBOR Index plus 1.50%
per  annum.  At January 1,  2006,  there were no amounts  outstanding  under its
credit facilities.


                                       10




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

Note 7 - Income Taxes

At the end of each interim reporting period, the Company estimates its effective
income tax rate  expected to be applicable  for the full year.  This estimate is
used in  providing  for income taxes on a  year-to-date  basis and may change in
subsequent interim periods.  The Company's  effective tax rate for the three and
six months ending January 1, 2006 was 42.7% and 47.4%, respectively, compared to
41.7% and 41.5%  during  the  comparative  three  and six  month  periods  ended
December 26, 2004, respectively. The effective tax rate during the three and six
months ended  January 1, 2006  includes the impact of  stock-based  compensation
recognized in accordance  with SFAS No.  123(R),  and resulted in an increase in
the effective annual income tax rate of approximately 5.5%,  resulting primarily
from the  associated  book/tax  differences  in accounting  for incentive  stock
options.

Note 8 - 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.














                                       11





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

Forward Looking Statements

Certain of the matters and subject areas  discussed in this Quarterly  Report on
Form 10-Q contain "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995. All statements other than statements
of historical information provided herein are forward-looking statements and may
contain  information about financial results,  economic  conditions,  trends and
known  uncertainties based on the Company's current  expectations,  assumptions,
estimates and projections about its business and the Company's  industry.  These
forward-looking statements involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these  forward-looking
statements as a result of several factors,  including those more fully described
under the caption  "Risk  Factors  that May Affect  Future  Results"  within the
Company's  Annual Report on Form 10-K.  Readers are cautioned not to place undue
reliance  on  these  forward-looking  statements,   which  reflect  management's
analysis,  judgment,  belief  or  expectation  only as of the date  hereof.  The
forward-looking  statements  made in this  Quarterly  Report on Form 10-Q relate
only to events  as of the date on which the  statements  are made.  The  Company
undertakes no obligation to publicly update any  forward-looking  statements for
any reason,  even if new information  becomes available or other events occur in
the future.

Overview

For more than 25 years,  1-800-FLOWERS.COM  Inc. - "Your  Florist of Choicesm" -
has been  providing  customers  around the world with the  freshest  flowers and
finest selection of plants,  gift baskets,  gourmet foods and  confections,  and
plush stuffed animals perfect for every  occasion.  1-800-FLOWERS.COM(R)  offers
the best of both worlds: exquisite,  florist-designed  arrangements individually
created by some of the nation's top floral artists and  hand-delivered  the same
day,  and  spectacular  flowers  shipped  from our  growers to your door  fresh.
Customers can shop 1-800-FLOWERS.COM 24 hours a day, 7 days a week via the phone
or  Internet   (1-800-356-9377   or   www.1800flowers.com)   or  by  visiting  a
Company-operated or franchised store. Gift advisors are available 24/7, and fast
and  reliable  delivery is offered  same day,  any day.  As always,  100 percent
satisfaction and freshness is guaranteed.  The  1-800-FLOWERS.COM  collection of
brands also  includes  home decor and garden  merchandise  from Plow & Hearth(R)
(1-800-627-1712 or www.plowandhearth.com);  premium popcorn and specialty treats
from  The  Popcorn  Factory(R)  (1-800-541-2676  or  www.thepopcornfactory.com);
exceptional  cookies  and baked  gifts  from  Cheryl&Co.(R)  (1-800-443-8124  or
www.cherylandco.com);  gourmet foods from GreatFood.com(R)  (www.greatfood.com);
children's  gifts from  HearthSong(R)  (www.hearthsong.com)  and Magic  Cabin(R)
(www.magiccabin.com)   and   wine   gifts   from  the   WineTasting   Network(R)
(www.ambrosiawine.com and www.winetasting.com). 1-800-FLOWERS.COM, Inc. stock is
traded on the NASDAQ market under ticker symbol FLWS.

Results of Operations

Net Revenues

                                                                                                        
                                                     Three Months Ended                              Six Months Ended
                                       ----------------------------------------------- ---------------------------------------------
                                          January 1,       December 26,                   January 1,    December 26,
                                           2006              2004         % Change          2006          2004          % Change
                                       --------------- ---------------- -------------- --------------- -------------- --------------
                                                                        (in thousands)

Net revenues:
 Online                                  $133,362         $107,686           23.8%          $195,635       $160,772         21.7%
 Telephonic                               125,122          109,570           14.2%           163,504        147,156         11.1%
 Retail/fulfillment                        19,345           12,758           51.6%            31,455         19,600         60.5%
                                       --------------- ----------------                 --------------- -------------
Total net revenues                       $277,829         $230,014           20.8%          $390,594       $327,528         19.3%
                                       =============== ================                 =============== =============


Net  revenues  consist  primarily  of  the  selling  price of  the  merchandise,
service  or  outbound  shipping charges, less  discounts, returns  and  credits.
The  Company's  revenue  growth  of  20.8%  and 19.3% during the  three and  six
months   ended  January 1,  2006  resulted  primarily  from   the   acquisitions
of  Cheryl & Co., a  manufacturer  and  direct  marketer  of cookies  and  baked
gifts,  which was acquired in fiscal April  2005, and  Wind & Weather,  a direct
marketer  of  weather-themed  gifts, acquired  in fiscal  November 2005. Revenue
growth   excluding  the  impact  of  acquisitions,  was  6.0%  and  7.0%, during
the  three  and  six  months  ended   January  1,  2006,   reflecting:  (i)  the
Company's strong  brand   name   recognition, (ii)  continued leveraging  of its

                                       12


existing  customer  base,  and (iii)  increased  spending on its  marketing  and
selling  programs,  designed  to improve  customer  acquisition  and  accelerate
top-line growth.

The Company fulfilled  approximately  4,285,000 and 5,881,000 orders through its
combined  telephonic and online sales  channels  during the three and six months
ended  January 1, 2006,  an increase of 17.9 % and 16.7%  respectively  over the
prior year periods.  Order volume  through the Company's  online sales  channel,
which  contributed  51.6%  and 54.5% of total  combined  telephonic  and  online
revenues  during the three and six months  ended  January 1, 2006,  compared  to
49.6%  and  52.2%  in the  prior  year  period,  increased  by 23.8%  and  21.7%
respectively, as a result of additional marketing efforts through search engines
and  affiliates,  and the  continued  migration of customers  from the Company's
telephonic sales channel. During the three and six months ended January 1, 2006,
revenue  generated  through the Company's  telephonic sales channel increased by
14.2% and 11.1%  respectively,  driven  primarily  by the sales of Cheryl & Co.,
which was acquired in fiscal  April 2005 and Wind & Weather,  which was acquired
in fiscal  November 2005. The Company's  combined  telephonic and online average
order value of $60.33 and $61.08  during the three and six months ended  January
1, 2006, was consistent with the same periods of the prior year.

During the three and six months ended January 1, 2006,  non-floral gift products
accounted for 70.3% and 61.2%  respectively  of total  combined  telephonic  and
online net  revenues,  compared to 66.3% and 57.8% during the same period of the
prior  year,  primarily  as a  result  of the  shift in  product  mix due to the
Company's recent acquisitions.

Retail and  fulfillment  revenues for the three and six months ended  January 1,
2006 increased in comparison to the same period of the prior year,  primarily as
a result of: (i) the retail and wholesale  bakery product  revenue from Cheryl &
Co., (ii)  incremental  winery  services  revenue  generated by The  Winetasting
Network,  acquired in November 2004 and (iii) increased  membership and sales of
product and service offerings to the Company's BloomNet(TM) network.

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

Gross Profit

                                                                                                    
                                            Three Months Ended                              Six Months Ended
                               --------------------------------------------- ----------------------------------------------
                                January 1,      December 26,                   January 1,      December 26,
                                   2006             2004         % Change         2006             2004          % Change
                               --------------  --------------- ------------- ---------------  --------------- -------------
                                                                (in thousands)

Gross profit                    $124,992        $102,612            21.8%        $171,018        $142,184         20.3%
Gross margin %                     45.0%           44.6%                            43.8%           43.4%




Gross profit consists of net revenues less cost of revenues,  which is comprised
primarily  of  florist  fulfillment  costs  (primarily  fees  paid  directly  to
florists),  the cost of floral and non-floral merchandise sold from inventory or
through third  parties,  and  associated  costs  including  inbound and outbound
shipping  charges.  Additionally,  cost of revenues  include  labor and facility
costs related to direct-to-consumer  merchandise operations, as well as facility
costs on properties that are sublet to the Company's  franchisees.  Gross profit
increased  during the three and six months ended  January 1, 2006, in comparison
to the same period of the prior year, as a result of increased  revenues  across
all sales  channels,  as well as improved gross margin  percentage,  up 40 basis
points  over the prior year.  This  improvement,  despite  higher  carrier  fuel
surcharges and increased  promotional  pricing due to the competitive  nature of
the year-end holiday shopping period, was the result of pricing  initiatives and
product mix,  which was favorably  impacted by the additions of the Cheryl & Co.
and Wind & Weather product lines, which have higher gross margins.

                                       13

During  fiscal  2006,  although  varying by quarter due to  seasonal  changes in
product mix, the Company expects that its gross margin  percentage will continue
to improve,  primarily  through the growth of its higher margin non-floral gifts
lines,  including the recent acquisitions of Cheryl & Co. and Wind & Weather, as
well as through  improved  product  sourcing,  pricing  initiatives and customer
service and fulfillment  enhancements  which are expected to mitigate  continued
pressure on shipping costs.

Marketing and Sales Expense

                                                                                                      
                                                Three Months Ended                                Six Months Ended
                                 ----------------------------------------------  ----------------------------------------------

                                   January 1,     December 26,                    January 1,      December 26,
                                      2006            2004          % Change         2006             2004          % Change
                                 --------------- ---------------  -------------  --------------  --------------- --------------
                                                                  (in thousands)

Marketing and sales                 $87,874          $72,841          20.6%         $126,098        $102,733          22.7%
Percentage of net revenues            31.6%            31.7%                           32.3%           31.4%



Marketing and sales expense  consists  primarily of advertising  and promotional
expenditures,  catalog costs, online portal and search agreements,  retail store
and fulfillment  operations  (other than costs included in cost of revenues) and
customer  service  center  expenses,  as well as the  operating  expenses of the
Company's   departments   engaged  in  marketing,   selling  and   merchandising
activities.  Although  the  Company's  revenues  grew by 20.8%  during the three
months ended January 1, 2006,  the Company spent behind a higher growth  target,
particularly in its floral gift category due to increasing competition from last
minute  providers  of  non-floral  gifts.  During the three and six months ended
January 1, 2006,  marketing and sales expenses increased over the prior year, as
a result of: (i) the Company's efforts to increase new customer  acquisition and
accelerate  top-line growth through increased  marketing efforts both online and
through   broadcast   advertising,   (ii)  personnel   required  to  expand  its
BloomNet(TM)  business-to-business  floral  operations,  (iii) incremental costs
associated  with the recent  acquisitions,  including the  Winetasting  Network,
Cheryl & Co. and Wind & Weather, which, while contributing to revenue growth and
achieving higher gross product  margins,  also incur higher marketing costs, and
(iv) the impact of adopting SFAS No. 123(R), "Share-Based Payment" - refer below
to Recent Accounting  Pronouncements  for further details.  During the three and
six month  periods  ended  January 1, 2006,  the  Company  added  1,332,000  and
1,839,000 new customers, increases of 8.8% and 9.2% over the same periods of the
prior year.  Customer  retention  efforts  resulted in 1,369,000  and  1,896,000
existing  customers placing orders during the three and six months ended January
1, 2006, representing increases of 6.1% and 7.0%, respectively, in comparison to
the same periods of the prior year. Of the 2,701,000 and 3,735,000 customers who
placed   orders  during  the  three  and  six  months  ended  January  1,  2006,
approximately  50.7% were repeat customers,  compared to 51.3% in the prior year
periods.

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

Technology and Development Expense

                                                                                                    

                                                Three Months Ended                               Six Months Ended
                                   ---------------------------------------------  ---------------------------------------------

                                    January 1,     December 26,                    January 1,      December 26,
                                       2006            2004         % Change          2006             2004         % Change
                                   -------------- --------------- --------------  --------------  --------------- -------------
                                                                (in thousands)

Technology and development          $4,797              $3,292         45.7%          $9,566         $6,396          49.6%
Percentage of net revenues            1.7%                1.4%                          2.4%           2.0%



Technology and development  expense consists  primarily of payroll and operating
expenses of the Company's  information  technology group,  costs associated with
its Web sites,  including hosting,  design,  content development and maintenance
and support  costs  related to the  Company's  order  entry,  customer  service,
fulfillment and database systems.  During the three and six months ended January
1,  2006,  technology  and  development  expense  increased  as a result  of the
incremental  expenses  associated  with  the  acquisitions  of  the  Winetasting
Network,  Cheryl & Co., and Wind & Weather, as well as for increases in the cost

                                       14



of  maintenance  and  license  agreements  required  to  support  the  Company's
technology  platform,  and the impact of adopting SFAS No. 123(R),  "Share-Based
Payment" - refer below to Recent Accounting  Pronouncements for further details.
During the three and six months ended January 1, 2006, the Company expended $8.8
million and $18.0 million respectively,  on technology and development, of which
$4.0 million and $8.4 million, has been capitalized.

Although  over the longer term,  the Company  believes  that it will continue to
demonstrate  its ability to leverage its IT  platforms,  during the remainder of
fiscal 2006, the Company intends to improve the technology infrastructure of its
wine gift business,  and cookies and baked gifts business,  as well as integrate
its Wind & Weather  product line into its  existing  technology  platforms,  and
therefore  expects that technology and  development  spending as a percentage of
net revenues will be consistent with, or increase slightly over the prior year.

General and Administrative Expense

                                                                                                       
                                                Three Months Ended                               Six Months Ended
                                   ---------------------------------------------- ---------------------------------------------
                                     January 1,       December 26,                  January 1,      December 26,
                                         2006             2004         % Change       2006             2004          % Change
                                   ----------------  ---------------  ----------- --------------  ---------------  ------------
                                                                (in thousands)

General and administrative              $10,357          $7,954           30.2%         $20,993         $15,556          35.0%
Percentage of net revenues                 3.7%            3.5%                            5.4%            4.7%




General and  administrative  expense  consists of payroll and other  expenses in
support  of the  Company's  executive,  finance  and  accounting,  legal,  human
resources and other administrative  functions,  as well as professional fees and
other general corporate expenses.  General and administrative  expense increased
during the three and six months ended January 1, 2006 in comparison to the prior
year,  primarily  as  a  result  of  the  following:  (i)  incremental  expenses
associated with the Company's acquired businesses, (ii) expenses associated with
the  Company's  corporate  headquarters  relocation,  which was completed in the
second  quarter  of fiscal  2006,  (iii)  increased  costs  associated  with the
Company's  BloomNet  business-to-business  expansion,  and  (iv) the  impact  of
adopting  SFAS  No.  123(R),  "Share-Based  Payment"  - refer  below  to  Recent
Accounting Pronouncements for further details.

Although  the  Company  believes  that its current  general  and  administrative
infrastructure  is  sufficient  to  support  existing   requirements  and  drive
operating leverage,  as a result of the incremental expenses associated with the
acquisitions  Cheryl & Co. and Wind & Weather and the  seasonal  nature of these
businesses, this leverage is largely offset for the remainder of fiscal 2006. As
such,  the Company  expects  that its general and  administrative  expenses as a
percentage of net revenue during the remainder of fiscal 2006 will be consistent
with fiscal 2005.

Depreciation and Amortization Expense

                                                                                                        

                                                 Three Months Ended                             Six Months Ended
                                    -------------------------------------------- -----------------------------------------------

                                      January 1,      December 26,                   January 1,      December 26,
                                        2006             2004          % Change         2006             2004          % Change
                                    --------------  ---------------  ------------ ---------------  ---------------   ------------
                                                                (in thousands)

Depreciation and amortization           $3,809          $3,770           1.0%          $7,333         $7,666          (4.3%)
Percentage of net revenues                1.4%            1.6%                           1.9%           2.3%



Depreciation  and  amortization  expense  during the three months and six months
ended  January 1, 2006  decreased as a percentage  of revenue in  comparison  to
their  respective  prior year  periods,  reflecting  the impact of the Company's
declining rate of capital additions,  and the leverage of the Company's existing
infrastructure.

Although the Company believes that continued  investment in its  infrastructure,
primarily in the areas of technology and development,  including the improvement
of the  technology  platform of the Company's wine and cookies  businesses,  are
critical  to  attaining  its  strategic  objectives,  the Company  expects  that
depreciation  and amortization for the remainder of fiscal 2006 will continue to
decrease as a percentage of net revenues in comparison to prior years.

                                       15




Other Income (Expense)

                                                                                                      
                                                 Three Months Ended                              Six Months Ended
                                     -------------------------------------------- ---------------------------------------------

                                     January 1,      December 26,                   January 1,      December 26,
                                        2006             2004         % Change         2006             2004         % Change
                                     --------------  ---------------  ----------- ---------------  ---------------  ------------
                                                                (in thousands)

 Interest income                       $141             $275            (48.7%)         $356            $657           (45.8%)
 Interest expense                      (113)            (124)             8.9%          (197)           (265)           25.7%
 Other                                 (143)              21           (781.0%)         (137)             25          (648.0%)
                                    -------------  -------------                  ---------------  ---------------
                                      ($115)            $172           (166.9%)          $22            $417           (94.7%)
                                    =============  =============                  ===============  ===============


Other  income  (expense)  consists  primarily of interest  income  earned on the
Company's  investments and available cash balances,  offset by interest expense,
primarily attributable to the Company's capital leases and other long-term debt,
as well as its revolving line of credit.  The decrease in other income (expense)
during the three and six months ended January 1, 2006 was primarily attributable
to lower  interest  income,  resulting from a decrease in average cash balances,
due to the  acquisitions of the Winetasting  Network in November 2004,  Cheryl &
Co. in fiscal  April 2005 and most  recently  Wind & Weather in fiscal  November
2005, as well as the Company's stock buy-back programs and losses resulting from
the closure of several  retail floral  stores,  offset in part by lower interest
expense due to maturing debt and capital lease obligations.

Income Taxes

During the three and six months  ended  January 1, 2006,  the  Company  recorded
income  taxes of $7.7  million and $3.3  million,  respectively.  The  Company's
effective tax rate for the three and six months ending January 1, 2006 was 42.7%
and 47.4%,  respectively,  compared  to 41.7% and 41.5%  during the  comparative
periods  of the prior  year.  The  effective  tax rate  during the three and six
months ended  January 1, 2006  includes the impact of  stock-based  compensation
recognized in accordance  with SFAS No.  123(R),  and resulted in an increase in
the effective annual income tax rate of approximately 5.5%,  resulting primarily
from the  associated  book/tax  differences  in accounting  for incentive  stock
options.

Liquidity and Capital Resources

At January 1, 2006, the Company had working capital of $33.3 million,  including
cash and  equivalents  of $60.9  million,  compared to working  capital of $41.7
million,  including cash and  equivalents  and  short-term  investments of $46.6
million, at July 3, 2005.

Net cash  provided by operating  activities  of $35.9 million for the six months
ended January 1, 2006 was primarily attributable to the Company's net income and
non-cash  charges of depreciation  and  amortization,  deferred income taxes and
stock-based  compensation  as well as  changes  in  working  capital,  including
increase in accounts  payable  and  accrued  expenses,  as a result of timing of
vendor payments related to the Christmas holiday, offset in part by increases in
accounts  receivable  due to the  timing of the  Christmas  holiday,  as well as
increases in inventories due to purchases for the upcoming floral Holidays.

Net cash used in investing  activities of $11.3 million for the six months ended
January 1, 2006 was primarily  attributable to capital  expenditures  related to
the Company's  technology  infrastructure  as well as the  acquisition of Wind &
Weather in fiscal November 2005, offset in part by net proceeds from the sale of
the Company's short-term investments.

Net cash used in financing  activities  of $3.7 million for the six months ended
January 1, 2006,  resulted primarily from cash used to repurchase 182,000 shares
of the  Company's  Class A common  stock,  which were  placed in  treasury,  for
approximately  $1.3  million,  as well as the  repayment of amounts  outstanding
under the Company's credit facilities and long-term  capital lease  obligations,
offset in part by the net proceeds  received upon the exercise of employee stock
options.

The Company has historically utilized cash generated from operations to meet its
cash  requirements,  including  all  operating,  investing  and  debt  repayment
activities. In order to fund working capital requirements during its most recent
holiday selling season and to support  outstanding letters of credit, as well as
temporarily  finance the acquisition of Wind & Weather, on October 27, 2005, the
Company  established  a second  line of credit in the  amount of $20.0  million,
bringing its total  available  credit  facilities to $25.0  million.  The credit
facilities,  which are  collateralized  by the Company's  working capital,  bear

                                       16

interest equal to the applicable LIBOR Index plus 1.50% per annum. At January 1,
2006, there were no amounts  outstanding under its credit facilities,  and based
upon its  current  business,  the  Company  does not  expect to draw down on the
facility  except  during its fiscal  second  quarter as required by  pre-holiday
inventory requirements.

At January 1, 2006, the Company's contractual obligations consist of:

                                                                                                   

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

Long-term debt                              $3,943             $1,540          $1,518            $885                  $-
Capital lease obligations                    1,090                932             158               -                   -
Operating lease obligations                 61,241              8,818          16,083           8,915              27,425
Sublease obligations                         8,027              2,277           3,375           1,601                 774
Purchase commitments (*)                    14,025             12,525           1,500               -                   -
                                        -----------    ---------------    ------------   -------------     ----------------
     Total                                 $88,326            $26,092         $22,634         $11,401              $28,199
                                        ===========    ===============    ============   =============     ================


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

On May 12, 2005,  the  Company's  Board of  Directors  increased  the  Company's
authorization  to  repurchase  the  Company's  Class A  common  stock  up to $20
million,  from the previous authorized limit of $10 million.  Any such purchases
could  be made  from  time to time in the  open  market  and  through  privately
negotiated  transactions,  subject to general market conditions.  The repurchase
program will be financed  utilizing  available  cash. As of January 1, 2006, the
Company had repurchased 1.5 million shares of common stock for $11.1 million, of
which 182,000 shares of common stock for $1.3 million was repurchased during the
six months ending January 1, 2006.

Critical Accounting Policies and Estimates

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

Revenue Recognition

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

Accounts Receivable

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

                                       17




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

Capitalized Software

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

Stock-based Compensation

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

Income Taxes

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


Recent Accounting Pronouncements

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

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

                                       18




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

                                                                                     
                                                                   Three months        Six months
                                                                      ended              ended
                                                                 January 1, 2006      January 1, 2006
                                                               -------------------  ------------------
      Stock-option compensation expense recognized (*):          (in thousands, except per share data)

       Marketing and sales                                              $332             $630
       Technology and development                                        142              269
       General and administrative                                        473              898
                                                                     -----------      -----------
         Total                                                           947            1,797
       Related deferred income tax expense                               196              371
                                                                     -----------      -----------
       Decrease in net income                                           $751           $1,426
                                                                     ===========      ===========
       Impact on basic and diluted net income per  common share       ($0.01)          ($0.02)
                                                                     ===========      ===========


       (*) excludes the amortization of restricted stock awards in the
           amount of $113 and $200 for the three and six months ended
           January 1, 2006, respectively.($68 and $120, net of tax for
           the three and six months ended January 1, 2006, respectively).


Compensation  expense related to the amortization of restricted stock awards was
recognized  prior to the  implementation  of SFAS No. 123(R).  Total stock based
compensation  expense,  which  includes  both  expense  from stock  options  and
restricted stock awards, totaled $1.1 million and $2.0 million for the three and
six months respectively,  ($0.8 million and $1.5 million, net of tax) during the
three and six months ended January 1, 2006.

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

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
investment  grade corporate and U.S.  government  securities.  Under its current
policies,  the Company  does not use interest  rate  derivative  instruments  to
manage exposure to interest rate changes.

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.  There were no changes in our internal  control  over  financial
reporting  (as  such  term is  defined  in  Exchange  Act  Rules  13a-15(f)  and
15d-15(f))  during the six  months  ended  January 1, 2006 that have  materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.


                                       19




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 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth, for the months indicated, the Company's purchase
of common stock  during the first half of fiscal 2006 which  includes the period
July 4, 2005 through January 1, 2006.

                                                                                               
                                                                          Total Number of          Dollar Value of
                                                                          Shares Purchased as      Shares that May Yet
                                                                          Part of Publicly         Be Purchased Under
                             Total Number of          Average Price       Announced Plans or       the Plans or
Period                       Shares Purchased        Paid Per Share       Programs                 Programs

-----------------------------------------------------------------------------------------------------------------
                                    (in thousands, except average price paid per share)

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


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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         The Company's Annual Meeting of Stockholders was held on December 2,
         2005.

         The following  nominees were  elected as directors, each to serve until
         the 2008 Annual Meeting or until their respective successors shall have
         been duly elected and qualified, by the vote set forth below:

                                                                                     

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

         James F. McCann                            350,106,539                                    186,888
         Christopher G. McCann                      350,156,077                                    137,350


         The  following  Directors  who were not  nominees for  election at this
         Annual Meeting will continue to serve on the Board of Directors of  the
         Company: John J. Conefry, Jr., Leonard J. Elmore, Kevin O'Connor,  Mary
         Lou Quinlan, Deven Sharma and Jeffrey Walker.

         The proposal to ratify the selection of Ernst & Young LLP, independent
         public accountants, as auditors of the Company for the fiscal year
         ending July 3, 2006 was approved by the vote set forth below:

                                                                                          

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

               350,017,537                            270,981                                       4,909


                                       20



ITEM 5. OTHER INFORMATION

        Not applicable.

ITEM 6. EXHIBITS


        (a)  Exhibits.

            10.34 Lease  Agreement  dated  May 20, 2005  by and  among  Treeline
                  Mineola, LLC and  1-800-FLOWERS.COM, INC. ("Company") for  the
                  Company's corporate  headquarters  located at One Old  Country
                  Road, Carle Place, New York 11514.

            10.35 First Modification  to the Lease  Agreement dated November 16,
                  2005 by and among Treeline Mineola, LLC and 1-800-FLOWERS.COM,
                  INC.  ("Company") for  the  Company's  corporate  headquarters
                  located  at One Old Country Road, Carle Place, New York 11514.

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

             32.1 Certifications  pursuant to  Section 906 of the Sarbanes-Oxley
                  Act of 2002.

















                                       21







                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





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




Date: February 10, 2006                      /s/ James F. McCann
-----------------------                      ----------------------------------
                                             James F. McCann
                                             Chief Executive Officer
                                             Chairman of the Board of Directors
                                             (Principal Executive Officer)




Date: February 10, 2006                      /s/ William E. Shea
-----------------------                      -----------------------------------
                                             William E. Shea
                                             Senior Vice President Finance and
                                             Administration (Principal Financial
                                             and Accounting Officer)