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

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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

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)
11/21/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2003		S⁽⁵⁾		2,846,725	D	$17.75	3,500,000⁽⁴⁾	I⁽¹⁾	FN⁽¹⁾
Common Stock	11/21/2003		S⁽⁵⁾		260,667	D	$17.75	9,389,577⁽⁴⁾	D⁽²⁾
Common Stock	11/21/2003		M		107,392⁽³⁾	A	$7.915⁽³⁾	14,447,113⁽⁶⁾	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$7.915⁽³⁾	11/21/2003		M			107,392⁽³⁾	⁽³⁾	02/14/2004	Common Stock	107,392⁽³⁾	⁽⁷⁾	0	D⁽²⁾

1. Name and Address of Reporting Person^*

WEXNER LESLIE H

(Last)

(First)

(Middle)

C/O LIMITED BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43216

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

1. Name and Address of Reporting Person^*

WEXNER ABIGAIL S

(Last)

(First)

(Middle)

C/O LIMITED BRANDS, INC.

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43126

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Owned by Leslie H. Wexner ("Mr. Wexner") indirectly through The Wexner Children's Trust II. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner. See Exhibit 99.1 for a table of all shares beneficially owned directly or indirectly by Mr. Wexner and Mrs. Wexner.

2. Owned by Mr. Wexner directly. Owned by Mrs. Wexner indirectly, through Mr. Wexner. See Exhibit 99.1 for a table of all shares beneficially owned directly or indirectly by Mr. Wexner and Mrs. Wexner.

3. Reflects anti-dilution adjustments for spin-offs and a stock split since originally granted. Option vested: 2/14/95 - 26,848 shares; 2/14/96 - 26,848 shares; 2/14/97 - 26,848 shares; and 2/14/98 - 26,848 shares.

4. See Note 6 on Exhibit 99.1

5. See Note 7 on Exhibit 99.1

6. See Note 8 on Exhibit 99.1

7. Not applicable

	Leslie H. Wexner	11/25/2003
	** 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).
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