Item 1. Security and Issuer.

(a) The name of the issuer is The Limited, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at Three Limited Parkway, Columbus, Ohio 43230 (telephone number (614) 415.7000).

(b) This schedule relates to the offer by the Company to purchase up to 15,000,000 outstanding shares of the common stock, $.50 par value per share of the Company (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 specified by its stockholders, not greater than $55.00 nor less than $50.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 4, 1999 (the "Offer to Purchase"), and related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The information contained in the Introduction to, and in Sections 1, 8, 9 and 10 of, the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in the Introduction to and in Section 7 of the Offer to Purchase is incorporated herein by reference.

(d) Not applicable.

Item 2. Source and Amount of Funds or Other Consideration.

(a) The information set forth in Section 9 of the Offer to Purchase is incorporated herein by reference.

(b) Not applicable.

Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate.

(a)-(j) The information set forth in the Introduction to and in the section entitled "Background and Purpose of the Offer" and in Section 10 of the Offer to Purchase is incorporated herein by reference.

Item 4. Interest in Securities of the Issuer.

The information set forth in Section 11 of the Offer to Purchase, and the information set forth in Schedule A thereto, is incorporated herein by reference.

Item 5. Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer's Securities.

The information set forth in the section entitled "Background and Purpose of the Offer" and Section 11 of the Offer to Purchase is incorporated herein by reference.

Item 6. Persons Retained, Employed or to be Compensated.

The information set forth in Section 15 of the Offer to Purchase is incorporated herein by reference.

Item 7. Financial Information.

(a) The financial information set forth in Section 10 of the Offer to Purchase is incorporated herein by reference.

(b) The pro forma data set forth in Section 10 of the Offer to Purchase is incorporated herein by reference.

Item 8. Additional Information.

(a) Not applicable.

(b) The information set forth in Section 12 of the Offer to Purchase is incorporated herein by reference.

(c) None.

(d) None.

(e) Not applicable.

Item 9. Material to be Filed as Exhibits.

(a)(1) Form of Offer to Purchase dated May 4, 1999.

(a)(2) Form of Letter of Transmittal dated May 4, 1999, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of letter from Lazard Freres & Co. Ilc and J.P. Morgan Securities Inc. to brokers, dealers, commercial banks, trust companies and other nominees dated May 4, 1999.

(a)(5) Form of letter from brokers, dealers, commercial banks and trust companies to their clients dated May 4, 1999.

(a)(6) Form of letter to stockholders from the Company, dated May 4, 1999.

(a)(7) Form of letter from Savings and Retirement Plan Administrative Committee, including Letter and Form of Notice of Instructions to all participants in the Company's Savings and Retirement Plan.

(a)(8) Form of letter from Savings and Retirement Plan Administrative Committee to all participants in the Company's Savings and Retirement Plan who are subject to Section 16 of the Securities Exchange Act of 1934, as amended.

(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated to all participants in the Company's Stock Purchase Plan.

(a)(10) Form of Notice to holders of vested stock options.

(a)(11) Form of Summary Advertisement dated May 4, 1999.

(a)(12) Press Release dated May 3, 1999.

(a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and Answers

(b) Not applicable.

(c) Agreement dated as of May 3, 1999 among The Limited, Inc., Leslie H. Wexner and the Wexner Children's Trust.

(d) Not applicable.

(e) Not applicable.

(f) Not applicable.

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/ Kenneth B. Gilman
By: Kenneth B. Gilman
Vice Chairman and
Chief Administrative Officer

Dated: May 4, 1999

EXHIBIT INDEX

Exhibit
Number
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Description
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Page
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(a)(1) Form of Offer to Purchase dated May 4, 1999.

(a)(2) Form of Letter of Transmittal dated May 4, 1999, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of letter from Lazard Freres & Co. Ilc and J.P. Morgan Securities Inc. to brokers, dealers, commercial banks, trust companies and other nominees dated May 4, 1999.

(a)(5) Form of letter from brokers, dealers, commercial banks and trust companies to their clients dated May 4, 1999.

(a)(6) Form of letter to stockholders from the Company, dated May 4, 1999.

(a)(7) Form of letter from Savings and Retirement Plan Administrative Committee, including Letter and Form of Notice of Instructions to all participants in the Company's Savings and Retirement Plan.

(a)(8) Form of letter from Savings and Retirement Plan Administrative Committee to all participants in the Company's Savings and Retirement Plan who are subject to Section 16 of the Securities Exchange Act of 1934, as amended.

(a)(9) Form of letter from Merrill Lynch, Pierce, Fenner & Smith Incorporated to all participants in the Company's Stock Purchase Plan.

(a)(10) Form of Notice to holders of vested stock options.

(a)(11) Form of Summary Advertisement dated May 4, 1999.

(a)(12) Press Release dated May 3, 1999.

(a)(13) The Limited, Inc. Stock Tender Offer--Associate Questions and Answers

(c)(1) Agreement dated as of May 3, 1999 among The Limited, Inc., Leslie H. Wexner and the Wexner Children's Trust.