As filed with the Securities and Exchange Commission on February 28, 2002

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                  SCHEDULE TO
                                (RULE 14d-100)
    Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the
                        Securities Exchange Act of 1934
                               (Amendment No. 6)

                             INTIMATE BRANDS, INC.
                           (Name of Subject Company)

                               THE LIMITED, INC.
                                      AND
                       INTIMATE BRANDS HOLDING CO., INC.
                      (Names of Filing Persons--Offerors)

                Class A Common Stock, Par Value $.01 Per Share
                        (Title of Class of Securities)

                               -----------------

                                  461156-101
                     (Cusip Number of Class of Securities)

                                Samuel P. Fried
                               The Limited, Inc.
                                P.O. Box 16000
                             Columbus, Ohio 43216
                           Telephone: (614) 415-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                  Communications on Behalf of Filing Persons)

                                  Copies to:
                               Dennis S. Hersch
                                David L. Caplan
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                           New York, New York 10017
                           Telephone: (212) 450-4000

                           CALCULATION OF FILING FEE

           Transaction valuation*             Amount of filing fee**
           ----------------------             ----------------------
             $1,539,613,818.75                     $141,644.47

- --------
 * Estimated solely for the purpose of calculating the filing fee, based on the
   product of (i) $17.25, the average of the high and low prices of Intimate
   Brands Class A common stock as reported on the New York Stock Exchange on
   January 29, 2002 and (ii) the expected maximum number of shares of Class A
   common stock of Intimate Brands that may be acquired in the exchange offer
   and merger (including shares outstanding and vested stock options) to which
   this Tender Offer Statement relates.

** 0.0092% of the Transaction Value.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.

                                 
      Amount Previously Paid: $141,644.47 Filing Party: The Limited, Inc.
      Form or Registration No.: Form S-4  Date Filed: February 5, 2002

      

[_] Check the box if the filing relates solely to preliminary communications
    made before the commencement of a tender offer.

   Check the appropriate boxes below to designate any transactions to which the
statement relates:

   [X] third-party tender offer subject to Rule 14d-1.
   [_] issuer tender offer subject to Rule 13e-4.
   [_] going-private transaction subject to Rule 13e-3.
   [_] amendment to Schedule 13D under Rule 13d-2.

   Check the following box if the filing is a final amendment reporting the
results of the tender offer.  [_]

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Items 1 through 11.

   This Amendment No. 6 ("Amendment No. 6") amends and supplements the Tender
Offer Statement on Schedule TO as initially filed on February 5, 2002 (as
previously amended and as amended hereby, the "Schedule TO") by The Limited,
Inc., a Delaware corporation ("The Limited"), and Intimate Brands Holding Co.,
Inc. ("IB Holdings"), a Delaware corporation and a wholly owned subsidiary of
The Limited. This Schedule TO relates to the offer by IB Holdings to exchange
1.046 shares of common stock, par value $.50 per share, of The Limited for each
outstanding share of Class A common stock, par value $.01 per share, of
Intimate Brands, Inc., a Delaware corporation ("Intimate Brands"), upon the
terms and subject to the conditions set forth in the Prospectus, dated February
28, 2002, and in the related Letter of Transmittal, copies of which have been
filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer").

   The information set forth in the Prospectus dated February 28, 2002 and the
related Letter of Transmittal is incorporated herein by reference with respect
to Items 1 through 11 of the Schedule TO and supercedes the information
previously incorporated by reference with respect to those items.

Item 12.  Exhibits.

   The reference to Exhibit (a)(1) to the Schedule TO is amended and restated
as set forth below:

  (a)(1) Prospectus dated February 28, 2002 (incorporated by reference to
         Amendment No. 2 to The Limited's Registration Statement on Form S-4
         filed on February 28, 2002 (Reg. No. 333-82144)).


                                      2



                                   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.

                                                 /S/  V. ANN HAILEY
                                          By: _______________________________
                                                Name: V. Ann Hailey
                                               Title: Executive Vice President
                                                      and Chief Financial
                                                      Officer

                                          INTIMATE BRANDS HOLDING CO., INC.

                                                 /S/  V. ANN HAILEY
                                          By: _______________________________
                                                Name: V. Ann Hailey
                                               Title: President