SC 13E4/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                AMENDMENT NO. 3
                                      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. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 1, 1996, and as
previously amended on February 29 and March 4, 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 March 7,  1996, the Company issued a press release, a copy of
         which is filed as Exhibit (a)(17) 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)(17)   Press Release issued by the Company on March 7, 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:/s/ Kenneth B. Gilman
                                                ------------------------
                                                 Kenneth B. Gilman
                                                 Vice Chairman and
                                                 Chief Financial Officer


Dated:  March 7, 1996


                                 EXHIBIT INDEX


   Exhibit
    Number        Description                         Page
   -------        -----------                         ----
   (a)(17)        Press Release issued by              6
                  the Company on March 7, 1996.

EX-99.A.17

                                EXHIBIT (a)(17)

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. ANNOUNCES PRELIMINARY
                          RESULTS OF ITS TENDER OFFER



COLUMBUS, OHIO, March 7, 1996 -- The Limited, Inc (NYSE/LSE: LTD) today
announced the preliminary results of the successful completion of its offer to
purchase up to 85 million shares of its Common Stock.  The tender offer, which
was oversubscribed, expired at 12:00 midnight, New York City time, on
Wednesday, March 6, 1996.

The Limited announced, based on a preliminary count, that approximately
188,928,793.196 shares of Common Stock were properly tendered and not
withdrawn, including approximately 425,829.556 shares held by odd-lot
shareholders and approximately 45,463,426.388 shares subject to guarantees of
delivery.  The Limited will accept all shares properly tendered by eligible
odd-lot shareholders.  Other shares will be accepted on a pro rata basis.  The
preliminary proration factor for the tender offer is approximately 44.9
percent.

The determination of the proration factor is subject final confirmation of the
proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedure.  Payment for shares
accepted for payment, and return of all other shares tendered, will occur as
soon as practicable after completion of the final proration computation.
Lazard Freres & Co. LLC and Goldman, Sachs & Co. acted as dealer managers for
tender offer.

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 1,303
specialty stores and distributes apparel internationally through the
Victoria's Secret Catalogue.

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