Mail Stop 3561

                                                February 27, 2006

Mr. James F. McCann
Chief Executive Officer
1-800-Flowers.Com, Inc.
1600 Stewart Avenue
Westbury, New York 11590

      Re:	1-800-Flowers.Com, Inc.
      Form 10-K for the Fiscal Year Ended July 3, 2005
      Filed September 15, 2005
      File No. 0-26841

Dear Mr. McCann:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Please provide a written response
to
our comments.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended July 3, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Overview, page 30

1. Please tell us the amount of net revenues derived from fees
paid
by BloomNet members, distribution service fees for winery
fulfillment
operations, royalties, franchise fees and sublease rents for each
year presented.  If revenues from these classes exceed 10% of
total
revenues please expand the disclosure of your revenue recognition
policy as appropriate and separately disclose revenues, and
related
costs and expenses, from these sources on the face of your income
statement.  Please refer to Rule 5-03(b)(1) of Regulation S-X.

Results of Operations, page 31

General

2. In future filings, please quantify in dollars to the extent
practicable the amount of increases or decreases attributed to
each
factor that contributes to material changes in financial statement
line items between periods.  For example, please quantify:

* the turnaround of the home and garden gift category, revenues
from
Cheryl & Co. and growth in floral and complementary gift
categories
in your discussion of net revenues;
* the incremental gross profit contributed from Cheryl & Co. and
The
WineTasting Network and the increase in carrier fuel charges and
shipping costs associated with the placement of the Valentine`s
Day
holiday in your discussion of gross profit;
* the increase in media spending and personnel and the decreases
in
order processing costs in your discussion of marketing and sales
expense;
* incremental expenses associated with acquisitions and the
increase
in the cost of maintenance and license agreements in your
discussion
of technology and development expense; and
* incremental expenses associated with acquisitions and the
increases
in professional fees, costs related to the BloomNet business-to-
business expansion and insurance costs in your discussion of
general
and administration expenses.

Other Income (Expense), page 35

3. Please tell us the amount of losses incurred upon
closure/conversion of retail stores classified in other income
(expense) for each year presented.  In future filings please
classify
these items as a component of operating income in your statement
of
income.  Please refer to paragraph 25 of FAS 144.

Consolidated Financial Statements

Note 1 - Description of Business, page F-6

4. Please tell us the operating segments you have identified in
accordance with paragraphs 10-15 of FAS 131.  In doing so, please
tell us the factors you used to identify operating segments and
the
financial information regularly reviewed by your chief operating
decision maker to make decisions about resources to be allocated
to
segments and assess their performance.  In addition, please tell
us
the facts and circumstances that support your conclusion that
identified operating segments meet the aggregation criteria in
paragraph 17 of FAS 131 and have similar economic characteristics.
In your response, please specifically address your floral
operations,
the distribution of specialty gift items supplied under co-
branding
and strategic relationships, retail store operations, franchise
operations and the operations of Plow & Hearth, The Children`s
Group,
The Popcorn Factory, Cheryl & Co and The WineTasting Network.

5. Please disclose in future filings revenues for each group of
similar products or tell us why disclosure is not required.  See
paragraph 37 of FAS 131.  Please also expand your discussion and
analysis of revenues in Management`s Discussion and Analysis of
Financial Condition and Results of Operations to discuss revenues
and
known trends for each group of similar products.

Inventories, page F-6

6. Please tell us and disclose in future filings the cost elements
included in inventory.  Refer to Rule 5-02(6)(b) of Regulation S-
X.

Revenue Recognition, page F-8

7. Please tell us the principal terms of your standard agreements
with BloomNet members, Order Fulfillment Agreements with BloomNet
members to operate LFCs, franchise agreements, co-branding and
distribution agreements with third party specialty gift suppliers
and
agreements with growers under your "Fresh From Our Growers"
program.
Please also provide us with a description of the facts and
circumstances that support revenue recognition on a gross basis
for
these fulfillment relationships.  Refer to EITF 99-19.  In
addition,
please tell us and disclose in future filings your standard
shipping
terms and why you believe it is appropriate to recognize revenue
upon
shipment as opposed to delivery.

*	*	*	*	*

      Please respond to these comments within 10 business days or
tell us when you will provide us a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      You may contact William Thompson at (202) 551-3344 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3716 with any other
questions.

Sincerely,



William Choi
Branch Chief

??

??

??

??

James F. McCann
1-800-Flowers.Com, Inc.
February 27, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE