SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                           DATE OF REPORT: MAY 8, 2003

                                    TOO, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

    Delaware                          1-14987                     31-1333930
------------------             ---------------------          -----------------
(STATE OR OTHER                (COMMISSION FILE NO.)           (IRS EMPLOYER
JURISDICTION OF                                                IDENTIFICATION
INCORPORATION OR                                                   NUMBER)
ORGANIZATION)

                               8323 Walton Parkway
                             New Albany, Ohio 43054
                                 (614) 775-3500
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)


                                 Not Applicable
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)










ITEM 7. EXHIBITS.

       (C)  EXHIBITS.

          Exhibit No.                        Description

             99            Press Release, dated May 8, 2003, entitled "Too,
                           Inc. Projects First Quarter 2003 Results."


ITEM 9. REGULATION FD DISCLOSURE.

     On May 8, 2003, Too, Inc. (the "Company") issued a press release regarding
certain projected financial results for the quarter ended May 3, 2003. A copy of
the Company's press release is furnished as an exhibit to this Form 8-K and is
incorporated herein by reference. The information contained in this report on
Form 8-K is being furnished pursuant to Item 12 under Item 9 of Form 8-K as
directed by the Securities and Exchange Commission in Release No. 34-47583.

     The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements, including those related to expectations for
diluted earnings per share, comparable store sales and inventory levels. The
following factors, among others, in some cases have affected, and in the future
could affect, the Company's performance and could cause actual results to differ
materially from those expressed or implied in any such forward-looking
statements: changes in consumer spending patterns, consumer preferences and
overall economic conditions; the impact of competition and pricing; changes in
weather patterns, currency and exchange risks; changes in existing or potential
trade restrictions, duties, tariffs or quotas; changes in political or financial
stability; changes in postal rates and charges, and paper and printing costs;
availability of suitable store locations at appropriate terms; the ability to
develop new merchandise; the ability to hire and train associates; and/or other
risk factors included in the Company's filings with the SEC from time to time,
including its Annual Report on Form 10-K filed with the SEC. The forward-looking
statements made herein are based on information presently available to the
management of the Company. The Company assumes no obligation to publicly update
or revise its forward-looking statements even if experience or future changes
make it clear that any projected results expressed or implied therein will not
be realized.


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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                             TOO, INC.


Date:   May 9, 2003          By:  /s/ Kent A. Kleeberger
                                -----------------------------------------------
                                Kent A. Kleeberger
                                Executive Vice President, Chief Operating
                                Officer, and Chief Financial
                                Officer



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                                  EXHIBIT INDEX

Exhibit No.                            Description

     99       *     Press Release, dated May 8, 2003, entitled "Too, Inc.
                    Projects First Quarter 2003 Results."

-------------------
*  Filed with this report.



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