~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

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

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~ January 31, ~~REPORT~~2008 ~~PURSUANT~~ Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date OFof ~~THE SECURITIES~~Earliest ~~EXCHANGE~~Event ~~ACT OF 1934~~ Reported)

~~August 16~~FTD Group, ~~2007~~Inc. ~~Date of Report (Date of Earliest Event Reported)~~

~~FTD~~ (Exact ~~Group,~~name ~~Inc.~~ of registrant as specified in its charter)

Delaware (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation asor ~~specified~~organization) in001-32425 ~~its~~(Commission ~~charter~~File Number) 87-0719190 (I.R.S. Employer Identification Number)

Delaware	001-32425	87-0719190
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

3113 Woodcreek Drive
Downers Grove, Illinois 60515-5420
(Address of principal executive offices, including zip code)

~~3113 Woodcreek Drive~~ ~~Downers Grove, Illinois 60515~~(630) 719-~~5420~~7800 (~~Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code)

N/A

~~(630) 719-7800~~ (~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~o OFSoliciting ~~CONTENTS~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~o ~~2.02~~Pre-commencement ~~Results~~communications ofpursuant ~~Operations~~to ~~and~~Rule ~~Financial~~14d-2(b) ~~Condition~~under ~~Item~~the ~~9.01~~Exchange ~~Financial~~Act ~~Statements~~(17 ~~and~~CFR ~~Exhibits SIGNATURES EXHIBIT INDEX Press Release~~240.14d-2(b))

~~Table~~o ofPre-commencement ~~Contents~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 2~~ITEM 5.0203. ~~Results~~Amendments to Articles of ~~Operations~~Incorporation ~~and~~or ~~Financial~~Bylaws; ~~Condition~~Change in Fiscal Year.

On ~~August~~January 1631, ~~2007~~2008, the Board of Directors (the “Board”) of FTD Group, Inc. ~~issued~~(the a“Company”) approved ~~press~~amendments ~~release~~to ~~announcing~~the ~~its~~Amended ~~financial~~and Restated Bylaws of the Company (the “Bylaws”) to comply with ~~results~~New ~~for~~York Stock Exchange rules which require securities listed on the ~~three-~~exchange ~~and~~to ~~twelve-month~~be ~~periods~~eligible ~~ended~~for ~~June~~a direct registration system on and after March 3031, ~~2007.~~2008 Aand ~~copy~~to ofprovide ~~the~~for electronic transmission ~~press~~of ~~release~~notice isto ~~furnished~~directors asor astockholders, ~~part~~waiver of ~~this~~notice ~~current~~and ~~report~~consent onto ~~Form~~action ~~8-K~~taken asby ~~Exhibit 99.1~~the Board ~~and~~without isa ~~incorporated~~meeting. ~~herein~~In inconnection ~~its~~therewith, the Board determined to restate the Bylaws in their entirety by(the ~~reference~~“Second Amended and Restated Bylaws”) effective as of January 31, 2008. The following provisions of the Bylaws were amended:

~~Item~~ • Article II, Section 7 to provide that written notice to the Company’s stockholders may be provided by any method permitted by law, including by electronic transmission; • Article III, Section 6 to provide that notice to the Company’s Board may be provided and waived by electronic transmission in addition to the methods already permitted under the Bylaws (except that the amendment deletes the provision for notice to the Board by telegram); • Article III, Section 7 to provide that notice of special meetings of the Company’s Board may be provided by electronic transmission in addition to the methods already permitted under the Bylaws (except that the amendment deletes the provision for notice of special meetings of the Board by telegram); • Article III, Section 9~~.01~~ ~~Financial~~to ~~Statements~~provide that consent to action taken by the Board without a meeting may be provided by electronic transmission in addition to the written consent already permitted under the Bylaws; • Article VI, Section 1 to provide that the Company may issue shares of its stock in uncertificated form in addition to the certificates currently required under the Bylaws, for which certain additional conforming changes to other sections of that Article were also made; • Article VII, Section 6 to provide that notice to members of the Company’s Board or stockholders may be provided by any method permitted by law, including by electronic transmission, in addition to the written notice already permitted under the Bylaws; and ~~Exhibits~~• Article VII, Section 7 to provide that notice may be waived by electronic transmission by the person entitled to such notice, in addition to the waiver in writing already permitted under the Bylaws.

~~(d)~~ The descriptions of the changes made in the Second Amended and Restated Bylaws set forth in this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit ~~Exhibits~~3.1 and incorporated herein by reference.

~~Exhibit 99.1 FTD~~ITEM ~~Group, Inc~~9.01. ~~press~~Financial ~~release,~~Statements ~~dated~~and ~~August 16, 2007~~Exhibits.

~~Table of Contents~~(d) Exhibits.

SIGNATURES


Exhibit No.		Description
	3.1	Second Amended and Restated Bylaws, FTD Group, Inc., dated as of January 31, 2008.

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

		FTD Group, Inc.
		/S/ BECKY A. SHEEHAN
		Becky A. Sheehan
		Chief Financial Officer
Date: August 16, 2007

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, hereunto duly authorized.

~~Table~~FTD ofGroup, ~~Contents~~Inc. By: /S/ BECKY A. SHEEHAN Becky A. Sheehan Chief Financial Officer

~~EXHIBIT~~Date: ~~INDEX~~ February 6, 2008

Exhibit
Number		Description
99.1		FTD Group, Inc. press release, dated August 16, 2007.

EXHIBIT INDEX


Exhibit No.		Description
	3.1	Second Amended and Restated Bylaws, FTD Group, Inc., dated as of January 31, 2008.

Filing Compare · FTD Group, Inc.