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Limited Brands, Inc.
(Exact Name of Registrant
as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-8344 (Commission File Number)		31-1029810 (IRS Employer Identification No.)
Three Limited Parkway Columbus, OH (Address of Principal Executive Offices)		43230 (Zip Code)
Registrant’s telephone number, including area code: (614) 415-7000
Not Applicable (Former Name or Former Address, if Changed 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))

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Section 1 - Registrant's Business and Operations

      Item 1.01 Entry into a Material Definitive Agreement

     On April 28, 2005, the Compensation Committee of Limited Brands, Inc. (the “Company”) granted to Leonard A. Schlesinger, the Company’s Vice Chairman and Chief Operating Officer, options to purchase 125,000 shares of the Company’s common stock at a per share exercise price of $21.88, the fair market value of a share of the Company’s common stock on the grant date. Copies of the option agreement are attached as Exhibit 1.01 and are incorporated herein by reference. Mr. Schlesinger’s options vest and become exercisable in four annual installments of 31,250 options beginning on the first anniversary of the grant date, subject to continued employment, but subject to earlier vesting as provided in the Company’s 1993 Stock Option and Performance Incentive Plan (2003 Restatement) (the “Plan”). The options were granted under the Plan, are subject in all respects to the Plan’s terms and conditions and expire ten years after the date of grant. The Plan is filed as Exhibit 10.5 to the Company’s Form 10-K for the Company’s fiscal year ended January 31, 2003, filed on April 14, 2004.

Section 9 - Financial Statements and Exhibits

      Item 9.01 Financial Statements and Exhibits

            (c) Exhibits

Exhibit No.		Description
1.01		Option Agreement dated as of April 28, 2005 between Limited Brands, Inc. and Leonard A. Schlesinger.

 

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SIGNATURES

     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.

	LIMITED BRANDS, INC.
Date:     May 02, 2005	By:	/s/ Douglas L. Williams
		Name:  Douglas L. Williams
		Title:    Authorized Officer

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[LIMITED BRANDS LOGO]

STOCK OPTION AWARD AGREEMENT

This Stock Option Agreement is entered into by and between Limited Brands, Inc. (the “Company”) and the associate of the Company whose name appears below (the “Associate”) in order to set forth the terms and conditions of Options granted to the Associate under the Limited Brands, Inc. 1993 Stock Option and Performance Incentive Plan (2003 Restatement) (the “Plan”).

Vesting Schedule

Option Type

Date of Grant

Expiration Date

Number of Shares

Option Price

Date

Shares

Non-Qualified (NQ)

4/28/2005

4/28/2015

125,000

$ 21.88

4/28/06

31,250

4/28/07

31,250

4/28/08

31,250

4/28/09

31,250

Subject to the attached Terms and Conditions and the terms of the Plan, which are incorporated herein by reference, the Company hereby grants to the Associate Options to purchase shares of Common Stock of the Company, as outlined above.

The Company and the Associate have executed this Agreement as of the Date of Grant set forth above.

	LIMITED BRANDS, INC.	ASSOCIATE:
By:
	Leslie H. Wexner, Chairman	Dr. Leonard A. Schlesinger

 

PLEASE RETURN ONE SIGNED COPY OF THIS AGREEMENT TO
PAM WILSON, LIMITED BRANDS, THREE LIMITED PARKWAY, COLUMBUS, OH 43230 614.415.7049

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