SecProbe.io

CORRESP
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   oct1904_corresp

Davis Polk & Wardwell

  450 Lexington Avenue

New York, NY 10017

212 450 4156

  caplan@dpw.com

            October 20, 2004

  Michele M. Anderson

  Special Counsel

  Office of Mergers and Acquisitions

  Securities & Exchange
  Commission

  Division of Corporate Finance

  450 Fifth Street, N.W.

  Washington, D.C. 20549

    Re:
    Limited
    Brands, Inc.

     Schedule TO-C Filed October 7,
    2004

     Schedule TO-I Filed
    October 7, 2004

    Schedule TO-I/A Filed
    October 12, 2004

    File No. 5-33912

Dear Ms. Anderson:

       On behalf of
  Limited Brands, Inc. (“Limited Brands”), set forth below are Limited Brands’ responses
  to the comments of the Staff (the “Staff”) of the Securities
  and Exchange Commission (the “Commission”) contained in the Staff’s
letter dated October 18, 2004 relating to the above-referenced filings. The comments of the Staff are reproduced in bold type below, and are followed in each case by the response of Limited Brands. All changes referred to herein are reflected in
Amendment No. 2 to Limited Brands’ Schedule TO, as filed with the Commission
today (“Amendment No. 2”).

  Schedule TO-C

    1.
    We
            note the company’s references to the safe harbor “under
            the Private
            Securities Litigation Reform Act of 1995” in the various materials
            filed under cover of Schedule TO-C, including the press release dated
            October 6, 2004, and the transcript of the September sales call.
            We remind you that the safe harbor protections for forward-looking
            statements contained in the federal securities laws do not apply
            to statements made in connection with a tender offer. See Section
            21E(b)(2)(C) of the Securities Exchange Act of 1934 and Regulation
            M-A telephone interpretation M.2 available at www.sec.gov in the
    July 2001 Supplement to the Division of

   Michele M. Anderson
   October 20, 2004

    Corporation Finance’s
            Manual of Publicly Available Telephone Interpretations. Please do
            not refer to the safe harbor provisions in any future press releases
    or other communications relating to this tender offer.

               Limited Brands confirms that it (i) is aware of the requirements of Section 21(E)(b)(2)(C) of the Securities Exchange Act of 1934 (the “Exchange
  Act”) and
Regulation M-A telephone interpretation M.2 and (ii) will comply fully with the
  requirements of that Section and interpretation. Limited Brands respectfully
  submits, however, that the protections of the safe harbor are available with
  respect to future press releases or other communications that do not relate
  solely to the tender offer. Stated differently, we do not believe the mere
  fact that a tender offer is pending vitiates the protections of the safe harbor
  for communications that, while potentially relevant to the tender offer, also
  implicate other disclosure considerations.

  Schedule TO-I

  Offer to Purchase

    2.
    Wherever
            you recommend that security holders check the box captioned “Shares
            Tendered at Price Determined Pursuant to the Tender Offer” to
            maximize the chance that their shares will be purchased, revise to
            include disclosure which explains that this feature may have the
            effect of decreasing the offer price because such tendered shares
            will effectively be considered available for purchase at the minimum
    price within the range you have set.

               Changes
    in response to the Staff’s comment have been made to the inside cover page (under the Section entitled “Important”) and to pages 4, 11 and 16 of Limited Brands’ Offer
to Purchase dated October 7, 2004 (the “Offer to Purchase”).

    3.
    We
            reference your discussion of the $500 million special dividend you
            intend to declare following the completion of the tender offer. Disclose
            the estimated per share amount or range of amounts of the special
            dividend assuming maximum participation in the tender offer, to the
            extent practicable, so that security holders may be better able to
    evaluate their alternatives.

               Changes in response to the Staff’s
    comment have been made to pages 1, 13, 15 and 24 of the Offer to Purchase.

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    Michele M. Anderson
    October 20, 2004

  Forward-Looking Statements

    4.
    You
            indicate that you undertake no obligation to update or revise the
            forward-looking statements contained in or incorporated by reference
            in your offer document. This statement seems inconsistent with your
            obligations to revise the offer materials to reflect any material
            changes in the information disseminated to security holders. See Rule
    13e-4(e)(3). Please revise or delete.

               A change in response
  to the Staff’s comment has been made to page 7 of the Offer to Purchase.

  Purpose of the Tender Offer; Certain Effects
of the Tender Offer

    5.
    We
            note that the offer is subject to the condition that the company
            will remain listed on the NYSE and not be eligible for deregistration
            under the Exchange Act. However, we also note under “Certain Effects
            of the Tender Offer” that the company may engage in possible
            future purchases of additional shares of common stock. Please be
            advised that this tender offer and any of the additional transactions
            may constitute the first steps in a future going private transaction. See Rule
    13e-3(a)(3).

               Limited
    Brands confirms that it (i) is aware of the requirements of Rule 13e-3 under
    the Exchange Act and (ii) will comply fully with the requirements of that
    Rule.

  Conditions of the Tender Offer

    6.
    The
            first paragraph of this section contains language suggesting that
            once a condition is triggered, the offeror may decide in its reasonable
            judgment whether it is advisable to proceed with the offer. Please
            note that when a condition is triggered and an offeror decides to
            proceed with the offer anyway, we believe that this constitutes a
            waiver of the triggered condition. The company may not rely on this
            language to tacitly waive a condition of the offer by failing to
            expressly assert it. Please confirm your understanding on a supplemental
    basis.

               Limited Brands commits that (i) if a condition
  set forth in Section 7 of the Offer to Purchase (“Conditions of the Tender Offer”) is triggered and (ii) Limited Brands’ Board
  of Directors makes a definitive determination not to invoke such condition
  and proceed with the tender offer, then Limited Brands will publicly announce
such determination.

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    Michele M. Anderson
    October 20, 2004

    7.
     We
            note that the financing condition remains unsatisfied. Please confirm
            your understanding that at least five business days must remain in
            the offer after the financing condition has been waived or satisfied,
            and the Schedule TO must be appropriately amended to disclose the
            material change. Refer to Exchange Act Release No. 34-24296 (April
    3, 1987) for guidance.

               Limited Brands respectfully submits that the five business day requirement referred to in the Staff's comment is neither applicable nor workable in the circumstances of the pending issuer tender offer. Although the offer is subject to receipt of financing, Limited Brands has already entered into credit agreements for that financing. Those credit agreements were filed as Exhibits (b)(i), (b)(ii) and b(iii) to Schedule TO on October 7, 2004 and described in Section 9 of the Offer to Purchase. This is not a situation where an offer is launched without fully committed and documented financing. Here, the only requirements yet to be fulfilled are customary conditions (i.e., delivery of standard closing certificates and legal opinions, absence of default under the credit agreements and truth of certain representations as of the funding date) included in virtually every credit agreement. In our view, the satisfaction of these types of conditions does not require extension of the tender offer.

               Indeed, requiring such an extension would be technically impossible and render the offer illusory. This is so because (as is the case with credit agreements generally) the conditions to funding must be satisfied at the time of funding - - i.e., simultaneously with the expiration of the offer. Requiring that the offer be extended would make it impossible to satisfy the conditions to funding under the credit agreements.

  Certain Information Concerning Us

    8.
    Despite
            your attempt to incorporate by reference any additional documents
            filed with the Commission from the date of this offer until it expires,
            Schedule TO does not permit such “forward” incorporation
            by reference. If the information provided to security holders in
            the Offer
            to Purchase materially changes, you are under an obligation to amend
            the Schedule TO to update it and to disseminate the new information
            to holders in a manner reasonably calculated to inform them about
    the change. Please revise the disclosure accordingly.

               A change in response to the Staff’s
    comment has been made to page 33 of the Offer to Purchase.

  Extension of the Tender Offer; Termination; Amendment

    9.
    Your
            disclosure indicates that you will make a public announcement by
            issuing a press release to PR Newswire or another comparable service.
    Please be aware that depending on the materiality of the

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    Michele M. Anderson
    October 20, 2004

    change in the terms
            of the offer, a public announcement by issuing a press release through
            PR Newswire may not by itself satisfy your obligations under Rule
    13e-4(e)(3).

               Limited
    Brands confirms that it (i) is aware of the requirements of Rule 13e-4(e)(3)
    under the Exchange Act and (ii) will comply fully with the requirements of
    that Rule.

    10.
    Refer
            to your discussion relating to material changes and your obligation
            to extend the exchange offer. Revise to state that you are generally
            required to extend the offering period for any material change, including
            the waiver of a material condition, so at least five business days
    remain in the offer after the change.

               A change in response to the Staff’s
    comment has been made to page 40 of the Offer to Purchase.

  Closing Information

               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 in the filings reviewed by the staff 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.

               Limited Brands
  is aware of and acknowledges the Staff’s position with respect to these
  matters.

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    Michele M. Anderson
    October 20, 2004

       Please contact the undersigned at 212-450-4156 if you have any further questions or would like to discuss any aspect of this letter. Thank you for your assistance.

      Very truly yours,

      /s/  David L. Caplan

      David L. Caplan

   cc w/encl:
   Samuel P. Fried

   Limited Brands, Inc.

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