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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WEXNER LESLIE H
(Last) (First) (Middle)
C/O LIMITED BRANDS, INC.
THREE LIMITED PARKWAY
(Street)
COLUMBUS OH 43216
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LIMITED BRANDS INC [ LTD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/30/2009 M(3)(5) 15,719 A (4) 19,368,124(7)(8) D(7)(8)
Common Stock 03/31/2009 M(3)(6) 61,360 A (4) 19,429,484(7)(8) D(7)(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Shares(1)(3) (3) 03/30/2009 M(3)(5) 15,719 03/30/2009(5) 03/30/2009(5) Common Stock 15,719 (4) 0 D(7)
Restricted Shares(2)(3) (3) 03/31/2009 M(3)(6) 61,360 03/31/2009(6) 03/31/2009(6) Common Stock 61,360 (4) 0 D(7)
Stock Option (right to buy) $8.7 03/31/2009 A(9) 271,620 (10) 03/31/2019 Common Stock 271,620 (4) 271,620 D(7)
1. Name and Address of Reporting Person*
WEXNER LESLIE H
(Last) (First) (Middle)
C/O LIMITED BRANDS, INC.
THREE LIMITED PARKWAY
(Street)
COLUMBUS OH 43216
(City) (State) (Zip)
1. Name and Address of Reporting Person*
WEXNER ABIGAIL S
(Last) (First) (Middle)
C/O LIMITED BRANDS, INC.
THREE LIMITED PARKWAY
(Street)
COLUMBUS OH 43216
(City) (State) (Zip)
Explanation of Responses:
1. The performance condition of a performance-based restricted stock award ("Restricted Shares") previously granted to Leslie H. Wexner ("Mr. Wexner") was satisfied on August 24, 2007, and then the Restricted Shares vest generally based on his continued employment.
2. The performance condition of a performance-based restricted stock award ("Restricted Shares") previously granted to Mr. Wexner was satisfied on March 1, 2007, and then the Restricted Shares vest generally based on his continued employment.
3. The Restricted Shares confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date.
4. Not applicable.
5. The Restricted Shares vested on March 30, 2009.
6. The Restricted Shares vested on March 31, 2009.
7. Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner. Mrs. Wexner disclaims beneficial ownership of all such indirectly owned securities in excess of her pecuniary interest therein.
8. See Exhibit 99.1 for a table of all non-derivative shares of the Issuer beneficially owned directly or indirectly by Mr. Wexner and Mrs. Wexner.
9. Stock option granted to Mr. Wexner.
10. The option vests in installments as follows: 3/31/2010 - 90,540 shares; 3/31/2011 - 90,540 shares; and 3/31/2012 - 90,540 shares.
Remarks:
Exhibit 99.1: Additional Responses and Joint Filer Information, incorporated herein by reference.
/s/ Leslie H. Wexner 04/01/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                   Exhibit 99.1
                                                                   ------------


Name and Address of Reporting Person:          Leslie H. Wexner
                                               c/o Limited Brands, Inc.
                                               Three Limited Parkway
                                               Columbus, OH  43216

Issuer Name and Ticker or Trading Symbol:      Limited Brands, Inc. (LTD)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):               3/30/2009





                             Amount of
                            Securities
                           Beneficially
                               Owned                 Ownership
                             Following                 Form:
                             Reported               Direct (D) or            Nature of Indirect
Title of Security          Transaction(s)            Indirect (I)           Beneficial Ownership
- -----------------          --------------            ------------           --------------------
                                                                
Common Stock                19,429,484  (7)             D/I  (2)          (2)

Common Stock                 8,511,190  (6)             D/I  (1)          (1)

Common Stock                   126,501  (6)             I  (4)            Whitebarn GRAT

Common Stock                 8,000,000                  I  (3)            Acorn Trust

Common Stock                 4,892,608                  I  (3)            Wexner Personal Holdings
                                                                          Corporation

Common Stock                 5,571,601                  I  (3)            R.H.R.E.I. Trust

Common Stock                 3,834,399                  I  (3)            Trust 400

Common Stock                 3,300,568                  I  (3)            Trust 600

Common Stock                   168,561                  I  (3)            The Concierge Trust

Common Stock                    72,649                  I  (3)            Issue Trust

Common Stock                 1,325,758  (5)(7)          I  (3)            Held in Limited Brands, Inc.
                                                                          Savings and Retirement Plan for
                                                                          Leslie H. Wexner's account




See Notes on next page.



Name and Address of Reporting Person:          Leslie H. Wexner
                                               c/o Limited Brands, Inc.
                                               Three Limited Parkway
                                               Columbus, OH  43216

Issuer Name and Ticker or Trading Symbol:      Limited Brands, Inc. (LTD)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):               3/30/2009


Notes:
- ------

(1)   Owned by Abigail S. Wexner ("Mrs. Wexner") directly. Owned by Leslie H.
      Wexner ("Mr. Wexner") indirectly, through Mrs. Wexner.

(2)   Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr.
      Wexner.

(3)   Owned by Mr. Wexner indirectly. Owned by Mrs. Wexner indirectly, through
      Mr. Wexner.

(4)   Owned by Mrs. Wexner indirectly. Owned by Mr. Wexner indirectly, through
      Mrs. Wexner.

(5)   Based on account balance as of March 31, 2009. The Savings and Retirement
      Plan is a "qualified plan" within the meaning of Rule 16b-3.

(6)   Reflects the transfer on February 12, 2009, of 7,873,499 shares from
      Whitebarn GRAT to Mrs. Wexner (in a transaction exempt under Rule 16a-13).

(7)   Reflect the distribution on March 20, 2009, of 150,338 shares from The
      Savings and Retirement Plan to Mr. Wexner (in a transaction exempt under
      Rule 16a-13).


Mr. Wexner and Mrs. Wexner disclaim beneficial ownership of all indirectly owned
securities reported on this Form in excess of their respective pecuniary
interests therein.






                                       2

                             Joint Filer Information
                             -----------------------


Name of Joint Filer:                           Abigail S. Wexner

Address of Joint Filer:                        c/o Limited Brands, Inc.
                                               Three Limited Parkway
                                               Columbus, OH  43216

Relationship of Joint Filer to Issuer:         Director

Issuer Name and Ticker or Trading Symbol:      Limited Brands, Inc. (LTD)

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):               3/30/2009

Designated Filer:                              Leslie H. Wexner




SIGNATURE:


/s/ Abigail S. Wexner
- ----------------------------
Abigail S. Wexner


April 1, 2009
- -------------
Date


















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