January 29, 2007
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
RE: Amended Schedule 13G
1-800-Flowers.Com, Inc.
As of December 31, 2006
Gentlemen:
In accordance with Section 13(d)(5) of the Securities Exchange Act of 1934,
attached please find a copy of an amended Schedule 13G for the above named
company showing a beneficial ownership greater than 5% as of December 31, 2006
filed on behalf of Awad Asset Management, Inc.
Very truly yours,
Damian Sousa
Chief Compliance Officer
DS:jgh
Enclosures
cc: Office of the Corporate Secretary
1-800-Flowers.Com, Inc.
1600 Stewart Avenue
Westbury, NY 11590
Securities Division
NASD Financial Center
33 Whitehall Street
New York, NY 10004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
1-800-Flowers.Com, Inc.
(Name of Issuer)
Common Stock $0.01 par value per share
(Title of Class of Securities)
68243Q106
(CUSIP Number)
Check the following box if a fee is being paid with this
statement _____. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
*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 5 Pages
CUSIP NO. 68243Q106 13G
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Awad Asset Management, Inc. 58-2372400
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)______
(B)______
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 1,970,494
BENEFICIALLY 6 SHARED VOTING POWER
OWNED - - -
AS OF
DECEMBER 31, 2006 7 SOLE DISPOSITIVE POWER
BY EACH 1,970,494
REPORTING 8 SHARED DISPOSITIVE POWER
PERSON WITH - - -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,970,494
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS RPRESENTED BY AMOUNT IN ROW 9
7.79%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
Item 1(a) Name of Issuer:
1-800-Flowers.Com, Inc.
Item 1(b) Address of Issuer's Principal Executing Offices:
1600 Stewart Avenue
Westbury, NY 11590
Item 2(a) Name of Person Filing:
Awad Asset Management, Inc.
Item 2(b) Address of Principal Business Office:
250 Park Avenue, 2nd Floor
New York, NY 10177
Item 2(c) Citizenship:
New York
Item 2(d) Title of Class of Securities:
Common Stock - $0.01 par value per share
Item 2(e) CUSIP Number:
68243Q106
Item 3 Type of Reporting Person:
(e) Investment Adviser registered under Section 203 of the
Investment Advisors Act of 1940
Page 3 of 5 Pages
Item 4 Ownership as of December 31, 2006:
(a) Amount Beneficially Owned:
1,970,494 shares of common stock beneficially owned including:
No. of Shares
Awad Asset
Management, Inc. 1,970,494
(b) Percent of Class: 7.79%
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed
Deemed Deemed to have to have
to have to have Sole Power Shared Power
Sole Power Shared Power to Dispose to Dispose
to Vote or to Vote or or to or to
to Direct to Direct Direct the Direct the
to Vote to Vote Disposition Disposition
1,970,494 ---- 1,970,494 ----
Awad Asset
Management, Inc.
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 hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following.
( )
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
N/A
Page 4 of 5 Pages
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification:
By signing below I certify that to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
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: January 29, 2007 AWAD ASSET MANAGEMENT, INC.
__________________________________
Damian Sousa
Vice President
Chief Compliance Officer
Page 5 of 5 Pages