SC 13E4/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                AMENDMENT NO. 1
                                      TO
                                SCHEDULE 13E-4
                         Issuer Tender Offer Statement
     (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                              THE LIMITED, INC.

                 (Name of issuer and person filing statement)

                         Common Stock, $.50 par value

                        (Title of class of securities)

                                   53271610

                     (CUSIP number of class of securities)

                                SAMUEL P. FRIED
                              Vice President and
                                General Counsel
                               THE LIMITED, INC.
                             Three Limited Parkway
                                P.O. Box 16000
                             Columbus, Ohio 43230

                           Telephone: (614) 479-7000

                 (Name, address and telephone number of person
               authorized to receive notices and communications
                   on behalf of the person filing statement)

                                  Copies to:

                               DENNIS S. HERSCH
                                DAVID L. CAPLAN
                             DAVIS POLK & WARDWELL
                             450 Lexington Avenue
                           New York, New York 10017
                                (212) 450-4000

                               February 1, 1996

    (Date tender offer first published, sent or given to security holders)
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   This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 1, 1996 filed by
The Limited, Inc., a Delaware corporation (the "Company"), relating to the
Company's offer to purchase up to 85,000,000 shares of its Common Stock, $.50
par value per share (such shares, together with all other issued and
outstanding shares of Common Stock of the Company, are herein referred to as
the "Shares"), at a price of $19.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated February 1, 1996 (the "Offer to Purchase"), and related Letter of
Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) to the
Statement.  Terms defined in the Statement and not separately defined herein
shall have the meanings specified in the Statement.

Item 8.  Additional Information.
         ----------------------

   (e)   On February 27, 1996, the Company issued a press release, a copy of
         which is filed as Exhibit (a)(15) hereto and is incorporated herein
         by reference.

Item 9.  Material to be Filed as Exhibits.
         --------------------------------

   Item 9 is hereby amended by the addition of the following Exhibit:

   (a)(15)   Press Release issued by the Company on February 27, 1996.



                                   SIGNATURE


   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.

                                             THE LIMITED, INC.


                                             By: Kenneth B. Gilman
                                                 -----------------------
                                                 Kenneth B. Gilman
                                                 Vice Chairman and
                                                 Chief Financial Officer


Dated:  February 29, 1996


                                 EXHIBIT INDEX


   Exhibit
    Number        Description                         Page

   (a)(15)        Press Release issued by              6
                  the Company on February 27, 1996.

EX-99.A.15

                                                               Exhibit (a)(15)

T H E  L I M I T E D, I N C.
THREE LIMITED PARKWAY
COLUMBUS, OHIO 43230
TEL 614 479 7000

                  THE LIMITED, INC. REPORTS NET SALES INCREASE OF 9%
                            FOR THE FOURTH QUARTER

Columbus, Ohio, February 27, 1996 -- The Limited, Inc. (NYSE/LSE:LTD) reported
net income from operations of $312 million, or $.87 per share, for the
fifty-three week fiscal year ended February 3, 1996.  The Company also
reported a $1.81 per share gain resulting from the successful initial public
offering of approximately 17% of Intimate Brands, Inc. (IBI) during the Fall
season 1995.  Net sales for the fifty-three week fiscal year increased 8% to
$7.881 billion from $7.321 billion for the fifty-two week fiscal year 1994.

Net sales for the fourteen week fourth quarter grew to $2.771 billion, an
increase of 9% from $2.539 billion reported for the thirteen week fourth
quarter a year ago.  Net income from operations was $180 million and earnings
per share were $.50.  The Company also reported a $.10 per share gain
resulting from the proceeds received in November as a result of the exercise
of the underwriters' over-allotment options with respect to an additional 2.7
million shares of IBI (over the original 40 million shares issued in the third
quarter).

As previously announced, the Company completed the sale of a 60% interest in
its transaction processing venture, World Financial Network (WFN), in the
fourth quarter realizing a $73.2 million pretax gain.  The Company will use a
portion of the proceeds to accelerate the closing and downsizing of the stores
including approximately 55 Limited and Lerner New York stores.  The
disposition of WFN, together with the aforementioned real estate charges and
the reevaluation of certain investments, resulted in a special and
nonrecurring net pretax gain of approximately $1.3 million.

Leslie H. Wexner, Chairman and Chief Executive Officer, said, "In May of 1995,
we announced that we would pursue a plan to reconfigure the Company.  This
plan will enable our businesses to best compete in the current retailing
environment and beyond.  I'm pleased that in 1995 we completed two major
components of that plan with successful IPO of Intimate Brands, Inc. and the
establishment of our transaction processing venture, freeing each of these
businesses to realize their greatest potential."

The IPO and the WFN transaction enabled the Company to raise approximately $2
billion, which is the basis for the Company's current tender offer to deliver
shareholder value.  The Company is offering to purchase from stockholders up
to 85 million shares of its common stock at a price of $19 net per share.

In a year of significant strategic change, Mr. Wexner highlighted the 1995
performance of the following businesses:

"Bath & Body Works, under the leadership of Beth Pritchard, again nearly
doubled operating income while adding 180 new stores.  Clearly, Bath & Body
Works has established itself as a leading national brand in personal care
products."

"I am particularly pleased that Abercrombie & Fitch, under the leadership of
Mike Jeffries, realized an 80% increase in operating income dollars while
opening 33 stores in 1995."

"Although I was disappointed with the performance of the women's business
overall, significant progress was made at Limited Stores in 1995.  Cheryl
Turpin and her team were able to solidify the positioning of the business as
quality, American sportswear.  They finished the year with a profitable fourth
quarter which experienced positive comparable store sales."

The Company's tender offer is currently scheduled to expire at midnight, New
York City time, on March 6, 1996.  In order to permit stockholders to make an
informed decision based on the latest available information, the Company will
advance the date of its normal monthly sales release to Monday, March 4, 1996.

The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited
Stores, Henri Bendel, Structure, Abercrombie & Fitch, Limited Too, and
Galyan's, presently operates 4,005 specialty stores.  The Company also owns
approximately 83% of Intimate Brands, Inc. which, through Victoria's Secret
Stores, Bath & Body Works, Cacique, and Penhaligon's, presently operates 1,293
specialty stores and distributes apparel internationally through the
Victoria's Secret Catalogue.

                                     # # #

For further information, please contact:      Alfred S. Dietzel
                                              The Limited, Inc.
                                              614/479-7070