SEC FORM 4/A

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^*

TURNEY SHAREN J

(Last)

(First)

(Middle)

THREE LIMITED PARKWAY

(Street)

COLUMBUS

43230

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO/P VS Megabrand Int App Grp

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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, $0.50 par value	03/31/2010		D⁽¹⁾	V	32,306	D	$0.0000	1,358,787	D

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)
Deferred Share Unit	⁽²⁾	03/31/2010		A	V	32,306		⁽³⁾	⁽³⁾	Common Stock, $0.50 par value	32,306	$0.0000	53,803⁽⁴⁾	D
Stock Option - Right to Buy	$24.62	03/31/2010		A		38,079		⁽⁵⁾	03/31/2020	Common Stock, $0.50 par value	38,079	$0.0000	38,079	D

Explanation of Responses:

1. Upon the vesting of restricted stock units granted to the reporting person on August 25, 2008, the reporting person deferred the receipt of 32,306 shares of common stock and received instead 32,306 deferred share units. As a result, the reporting person is reporting the disposition of 32,306 shares of common stock in exchange for an equal number of deferred share units.

2. Each deferred share unit represents a contingent right to receive one share of Limited Brands, Inc. common stock.

3. The deferred share unit is fully vested and will be delivered to the reporting person upon termination of employment with Limited Brands, Inc.

4. Total holdings include deferred share units acquired in exempt dividend reinvestment transactions.

5. Option vests 1/3 per year beginning on the first anniversary of the date of grant.

Remarks:

This Form 4 is being amended to show deferral of receipt of restricted stock as deferred stock units.

	Robert J. Tannous, Attorney-in-Fact	09/08/2010
	** 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.
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