- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Wexner Leslie H.	2. Issuer Name and Ticker or Trading Symbol LIMITED BRANDS INC [ LTD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chairman and CEO
(Last)          (First)          (Middle) C/O LIMITED BRANDS, INC., THREE LIMITED PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 2/24/2012
(Street) COLUMBUS, OH 43216 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units   (1)	(1)	2/24/2012		A   (1)		75613   (6)		3/31/2014   (2)	3/31/2014   (2)	Common Stock	75613	(3)	75613   (4)	D   (4)
Restricted Share Units   (1)	(1)	2/24/2012		A   (1)		264167   (6)		(5)	(5)	Common Stock	264167	(3)	264167   (4)	D   (4)

Explanation of Responses:
( 1)	The performance condition of a performance-based restricted share unit ("RSU") award previously granted to Leslie H. Wexner ("Mr. Wexner") by the Issuer was satisfied on February 24, 2012, and then the RSUs vest generally based on his continued employment. The RSUs confer no voting rights and may not be sold until they automatically settle for an equivalent number of shares of common stock of the Issuer on the vesting date or dates.
( 2)	Vest on March 31, 2014, subject earlier forfeiture or acceleration.
( 3)	Not applicable.
( 4)	Owned by Mr. Wexner directly. Owned by Abigail S. Wexner ("Mrs. Wexner") indirectly, through Mr. Wexner. Mrs. Wexner disclaims beneficial ownership of all such indirectly owned securities in excess of her pecuniary interest therein.
( 5)	Vests in installments as follows, reflecting adjustments from antidilution etc. pursuant to the Issuer's incentive plan: 1/27/2013 - 52,833 shares; 1/27/2014 - 52,833 shares; 1/27/2015 - 79,251 shares; and 1/27/2016 - 79,250 shares, subject to earlier forfeiture or acceleration.
( 6)	Reflects adjustments from antidilution etc. pursuant to the Issuer's incentive plan.

Remarks: Exhibit 99.1: Joint Filer Information, incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wexner Leslie H. C/O LIMITED BRANDS, INC. THREE LIMITED PARKWAY COLUMBUS, OH 43216	X	X	Chairman and CEO
WEXNER ABIGAIL S LIMITED BRANDS INC THREE LIMITED PARKWAY COLUMBUS, OH 43216	X	X	Chairman and CEO

Signatures
/s/ Leslie H. Wexner		2/28/2012
** 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 4(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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