UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Rule 13d-102)
 
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(b)(c), and (d) and Amendments thereto
Filed Pursuant to Rule 13d-2(b)
 
(Amendment No. 6)*
 
 
1-800 Flowers.com, Inc.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
 
68243Q106
  
(CUSIP Number)
 
 
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
Page 1 of 11

SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106
 
           
1  
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only):
 
 
J.P. Morgan Partners (SBIC), LLC
13-337-6808
     
2  
Check the Appropriate Box if a Member of a Group (See Instructions): 
  (a)   o
  (b)   o
     
3   SEC use only:
   
   
     
4  
Citizenship or Place of Organization:
   
  Delaware
       
  5   Sole Voting Power:
     
Number of  
25,000 shares of Class A Common Stock(including 20,000 options to purchase shares of Class A Common Stock)
       
Shares 6   Shared Voting Power:
Beneficially    
Owned by    
       
Each 7   Sole Dispositive Power:
Reporting    
Person  
25,000 shares of Class A Common Stock(including 20,000 options to purchase shares of Class A Common Stock)
       
With: 8   Shared Dispositive Power:
     
   
     
9  
Aggregate Amount Beneficially Owned by Each Reporting Person:
   
 
25,000 shares of Class A Common Stock(including 20,000 options to purchase shares of Class A Common Stock)
     
10  
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
   
  o
     
11   Percent of Class Represented by Amount in Row (9):
   
  0.09%
     
12   Type of Reporting Person (See Instructions):
   
  OO
 
Page 2 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106

Preliminary Note: The information contained in this Schedule 13G has been amended to reflect the sale of 177,500 shares of the Issuer’s Common Stock and a change in the executive officers of the controlling persons of the Reporting Person.

Item 1. 
 
(a)
Name of Issuer:
     
   
1-800 Flowers.com, Inc.
     
 
(b)
Address of Issuer's Principal Executive Offices:
     
   
1600 Stewart Avenue
   
Westbury, NY 15590
Item 2. 
 
(a)
Name of Person Filing:
     
   
J.P. Morgan Partners (SBIC), LLC
     
   
Supplemental information relating to the ownership and control of the person filing this statement is included in Exhibit 2(a) attached hereto.
     
 
(b)
Address of Principal Business Office or, if none, Residence:
     
   
270 Park Avenue
   
New York, New York 10017
 
 
(c)
Citizenship:
     
   
Delaware
     
 
(d)
Title of Class of Securities (of Issuer):
     
   
Class A Common Stock
     
 
(e)
CUSIP Number:
     
   
68243Q106
     
Item 3. If this statement is filed pursuant to § § 240. 13d-1(b) or 240. 13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
Item 4. Ownership
 
(a)
Amount Beneficially Owned:
     
   
25,000 shares of Class A Common Stock (including 20,000 options to purchase shares of Class A Common Stock)
 
Page 3 of 11
 
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106
 
 
(b)
Percent of Class:
     
   
0.09%
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
25,000 shares of Class A Common Stock (including 20,000 options to purchase shares of Class A Common Stock)
 
(ii)
Not applicable.
 
(iii)
25,000 shares of Class A Common Stock (including 20,000 options to purchase shares of Class A Common Stock)
 
(iv)
Not applicable.
     
 
Item 5. Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereto the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x].
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not applicable.
 
Item 8. Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9. Notice of Dissolution of Group
 
Not applicable.
 
Item 10. Certification
 
Not applicable.

Page 4 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2007

 
J.P. MORGAN PARTNERS (SBIC), LLC
     
     
 
By:
/c/ John C. Wilmot
   
Name: John C. Wilmot
   
Title: Managing Director


Page 5 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106

EXHIBIT 2(a)
 
Item 2. Identity and Background.
 
This statement is being filed by J.P. Morgan Partners (SBIC), LLC, a Delaware limited liability company (hereinafter referred to as "JPMP (SBIC)"), whose principal business office is located at 270 Park Avenue, New York, New York 10017. JPMP (SBIC) is engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, occupations and employments of each executive officer and director of JPMP (SBIC).
 
JPMP (SBIC) is a wholly owned subsidiary of J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at the same address as JPMP (SBIC). JPMP (BHCA) is also engaged in the venture capital and leveraged buyout business. As the sole member of JPMP (SBIC), JPMP (BHCA) may be deemed to beneficially own the shares held by JPMP (SBIC). The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P., a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund"), whose principal business office is located at the same address as JPMP (SBIC), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. As the general partner of JPMP (BHCA), JPMP Master Fund may be deemed to beneficially own the shares held by JPMP (SBIC). The general partner of JPMP Master Fund is JPMP Capital Corp., a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (SBIC), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. As the general partner of JPMP Master Fund, JPMP Corp. may be deemed to beneficially own the shares held by JPMP (SBIC).
 
JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a Delaware corporation (hereinafter referred to as "JPMorgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule C hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JP Morgan Chase.

Page 6 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106

SCHEDULE A

J.P. MORGAN PARTNERS (SBIC), LLC
Executive Officers1

Chief Investment Officer
Ina R. Drew*
Managing Director
Managing Director
Joseph S. Bonocore*
Ana Capella Gomez-Acebo*
Managing Director
John C. Wilmot*
Managing Director and Assistant Secretary
Richard Madsen*
Vice President
William T. Williams Jr*
Vice President and Assistant General Counsel
Judah Shechter*
Vice President and Assistant General Counsel
Elizabeth De Guzman*

Directors1

Ina R. Drew*
John C. Wilmot*
_______________________________
1  Each of whom is a United States citizen.
*       Principal occupation is employee and/or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.




Page 7 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106

SCHEDULE B

JPMP CAPITAL CORP.

Executive Officers1

Chief Investment Officer
Ina R. Drew*
Managing Director
Managing Director
Joseph S. Boconore*
Ana Capella Gomez-Acebo
Managing Director
John C. Wilmot*
Managing Director and Assistant Secretary
Richard Madsen*
Vice President
William T. Williams Jr.*
Vice President and Assistant General Counsel
Judah Shechter*
Vice President and Assistant General Counsel
Elizabeth De Guzman*


Directors1
Ina R. Drew*
John C. Wilmot*
 
_______________________________
1  Each of whom is a United States citizen.
*
Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.
 
 


Page 8 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106

SCHEDULE C

JPMORGAN CHASE & CO.
 
Executive Officers1

President and Chief Executive Officer
James Dimon*
Chief Administrative Officer
Co-Chief Executive Officer, Investment Bank
Chief Financial Officer2 
Frank Bisignano *
Steven D. Black*
Michael J. Cavanagh*
Director of Human Resources
John F. Bradley*
Chief Investment Officer
Head, Commercial Banking
Ina R. Drew *
Samuel Todd Maclin*
Head, Strategy and Business Development
Jay Mandelbaum*
Chief Executive Officer, Treasury & Securities Services
Head, Retail Financial Services
Chief Executive Officer, Card Services
Global Head, Asset & Wealth Management
Heidi Miller*
Charles W. Scharf*
Richard J. Srednicki*
James E. Staley*
Co-Chief Executive Officer, Investment Bank
General Counsel
William T. Winters*
Stephen M. Cutler*
 
_______________________________
1
Each of whom is a United States citizen.
*
Principal occupation is employee or officer of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.
 
 

Page 9 of 11
 
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106

Directors1 

 
Name
  
Principal Occupation or Employment;
Business or Residence Address
John H. Biggs
  
Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Crandall C. Bowles
  
Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Stephen B. Burke
  
President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James S. Crown
  
President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James Dimon
  
President and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Ellen V. Futter
  
President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William H. Gray, III
  
Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Laban P. Jackson, Jr.
  
Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
 
Page 10 of 11
SCHEDULE 13G
Issuer: 1-800 Flowers
 CUSIP No.: 68243Q106
 
Name
  
Principal Occupation or Employment;
Business or Residence Address
Lee R. Raymond
  
Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
John W. Kessler
  
Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Robert I. Lipp
  
Chairman
The St. Paul Travelers Companies, Inc.
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Richard A. Monoogian
  
Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
David C. Novak
  
Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William C. Weldon
  
Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

 
Page 11 of 11