Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Waters Martin P	2. Date of Event Requiring Statement (MM/DD/YYYY) 5/19/2016	3. Issuer Name and Ticker or Trading Symbol L Brands, Inc. [LB]
(Last)        (First)        (Middle) THREE LIMITED PARKWAY	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) Pres, L Brands International /
(Street) COLUMBUS, OH 43230        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.50 par value	59470.0000	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Unit	(1)	(1)	Common Stock, $0.50 par value	16970.0000	(2)	D
Stock Option - Right to Buy	3/31/2015	3/31/2021	Common Stock, $0.50 par value	6149.0000	$26.4271	D
Stock Option - Right to Buy	(3)	3/30/2022	Common Stock, $0.50 par value	27074.0000	$41.5439	D
Stock Option - Right to Buy	(3)	3/29/2023	Common Stock, $0.50 par value	27757.0000	$41.8789	D
Stock Option - Right to Buy	(3)	3/31/2024	Common Stock, $0.50 par value	21440.0000	$54.2142	D
Stock Option - Right to Buy	(3)	3/31/2026	Common Stock, $0.50 par value	8541.0000	$87.8100	D
Stock Option - Right to Buy	(3)	4/2/2025	Common Stock, $0.50 par value	13985.0000	$91.1673	D

Explanation of Responses:
( 1)	The deferred share units are fully vested and will be delivered to the reporting person upon termination of employment with L Brands, Inc.
( 2)	Each deferred share unit represents a contingent right to receive one share of Limited Brands, Inc. common stock.
( 3)	Option vests 20% on each of the second and third anniversaries of the date of grant and 30% on each of the fourth and fifth anniversaries of the date of grant.

Remarks: EXHIBIT INDEX Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Waters Martin P THREE LIMITED PARKWAY COLUMBUS, OH 43230			Pres, L Brands International

Signatures
Robert J. Tannous, Attorney-in-Fact		5/24/2016
** 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 5(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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