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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) |__|

___________________________

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)

400 South Hope Street Suite 400 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

___________________________

L BRANDS, INC.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

31-1029810

(I.R.S. employer

identification no.)

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Bath & Body Works Brand Management, Inc.	Delaware	52-2450868
Bath & Body Works, LLC	Delaware	52-2455381
beautyAvenues, LLC	Delaware	52-2450857
Intimate Brands, Inc.	Delaware	51-0346269
Intimate Brands Holding, LLC	Delaware	90-0648718
L Brands Direct Fulfillment, Inc.	Delaware	52-2450847
L Brands Service Company, LLC	Delaware	31-1048997
L Brands Store Design & Construction, Inc.	Delaware	31-1301070
Mast Industries, Inc.	Delaware	04-2468696
Victoria’s Secret Direct Brand Management, LLC	Delaware	52-2450873
Victoria’s Secret Stores Brand Management, Inc.	Delaware	52-2450861
Victoria’s Secret Stores, LLC	Delaware	54-2170171

Three Limited Parkway

P.O. Box 16000

Columbus, Ohio

(Address of principal executive offices)

43216

(Zip code)

___________________________

Senior Debt Securities

and Guarantees of Senior Debt Securities

(Title of the indenture securities)

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1. General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.	List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 28th day of October, 2013.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:	/s/ Michael Countryman
	Name:	Michael Countryman
	Title:	Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

At the close of business June 30, 2013, published in accordance with Federal regulatory authority instructions.

		Dollar amounts
		in thousands

ASSETS

Cash and balances due from
depository institutions:
	Noninterest-bearing balances
	and currency and coin	3,555
	Interest-bearing balances	243
Securities:
	Held-to-maturity securities	0
	Available-for-sale securities	706,791
Federal funds sold and securities
	purchased under agreements to resell:
	Federal funds sold	80,200
	Securities purchased under agreements to resell	0
Loans and lease financing receivables:
	Loans and leases held for sale	0
	Loans and leases,
	net of unearned income	0
	LESS: Allowance for loan and
	lease losses	0
	Loans and leases, net of unearned
	income and allowance	0
Trading assets		0
Premises and fixed assets (including
	capitalized leases)	4,961
Other real estate owned		0
Investments in unconsolidated
	subsidiaries and associated
	companies	0
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		144,885
Other assets		144,427
Total assets		$1,941,375

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LIABILITIES

Deposits:
In domestic offices		541
	Noninterest-bearing	541
	Interest-bearing	0
Not applicable
Federal funds purchased and securities
	sold under agreements to repurchase:
	Federal funds purchased	0
	Securities sold under agreements to repurchase	0
Trading liabilities		0
Other borrowed money:
	(includes mortgage indebtedness
	and obligations under capitalized
	leases)	0
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		249,025
Total liabilities		249,566
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,667
Not available
Retained earnings		566,137
Accumulated other comprehensive income		3,005
Other equity capital components		0
Not available
Total bank equity capital		1,691,809
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,691,809
Total liabilities and equity capital		1,941,375

I, Cherisse Waligura, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Cherisse Waligura ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President )

Frank P. Sulzberger, Director ) Directors (Trustees)

William D. Lindelof, Director )

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