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

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 2003

                                       OR

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

                        FOR THE TRANSITION PERIOD FROM   TO

                         COMMISSION FILE NUMBER 1-14987

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

                DELAWARE                                 31-1333930
    (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

  8323 WALTON PARKWAY, NEW ALBANY, OH                       43054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

                                 (614) 775-3500
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days (or such shorter time as the Company became
effective).

                                    Yes [X]  No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                    Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        COMMON STOCK          OUTSTANDING AT DECEMBER 2, 2003
        ------------          -------------------------------

       $.01 Par Value                34,348,377 Shares



                                    TOO, INC.

                                TABLE OF CONTENTS



                                                                                                                 PAGE NO.
                                                                                                                 --------
                                                                                                              
PART I. Financial Information

   Item 1. Financial Statements

      Consolidated Statements of Operations for the Thirteen and Thirty-Nine Weeks Ended
           November 1, 2003 and November 2, 2002..........................................................           3

      Consolidated Balance Sheets
           November 1, 2003 and February 1, 2003..........................................................           4

      Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended
           November 1, 2003 and November 2, 2002..........................................................           5

      Notes to Consolidated Financial Statements..........................................................           6

      Report of Independent Accountants...................................................................          13

   Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition..........          14

   Item 3. Quantitative and Qualitative Disclosures About Market Risk.....................................          20

   Item 4. Controls and Procedures........................................................................          20

PART II. Other Information

   Item 1. Legal Proceedings..............................................................................          20

   Item 6. Exhibits and Reports on Form 8-K...............................................................          20

   Signature..............................................................................................          22


                                        2


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                    TOO, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                THIRTEEN WEEKS ENDED             THIRTY-NINE WEEKS ENDED
                                             ---------------------------      ----------------------------
                                             NOVEMBER 1,     NOVEMBER 2,      NOVEMBER 1,      NOVEMBER 2,
                                                 2003            2002             2003             2002
                                             -----------     -----------      -----------      -----------
                                                                                   
Net sales                                     $ 148,864       $ 164,629        $ 423,840        $ 464,468
     Costs of goods sold, buying and
          occupancy costs                       100,767         105,608          293,090          302,479
                                              ---------       ---------        ---------        ---------
Gross income                                     48,097          59,021          130,750          161,989
     General, administrative and store
          operating expenses                     40,463          41,606          115,743          125,029
     Store closing and impairment costs             188               -            7,521                -
                                              ---------       ---------        ---------        ---------
Operating income                                  7,446          17,415            7,486           36,960
     Interest (income) expense, net                 125            (121)             (64)             648
                                              ---------       ---------        ---------        ---------
Income before income taxes                        7,321          17,536            7,550           36,312
     Provision for income taxes                   2,800           6,700            2,700           14,100
                                              ---------       ---------        ---------        ---------
Net income                                    $   4,521       $  10,836        $   4,850        $  22,212
                                              =========       =========        =========        =========

Earnings per share:

     Basic                                    $    0.13       $    0.32        $    0.14        $    0.67
                                              =========       =========        =========        =========

     Diluted                                  $    0.13       $    0.31        $    0.14        $    0.65
                                              =========       =========        =========        =========

Weighted average common shares:

     Basic                                       34,322          34,061           34,230           32,990
                                              =========       =========        =========        =========

     Diluted                                     34,668          34,903           34,514           33,980
                                              =========       =========        =========        =========


        The accompanying notes are an integral part of these Consolidated
                              Financial Statements.

                                        3



                                    TOO, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)



                                                                                NOVEMBER 1,         FEBRUARY 1,
                                                                                    2003                2003
                                                                                -----------         -----------
                                                                                (UNAUDITED)
                                                                                              
                               ASSETS
CURRENT ASSETS:
     Cash and equivalents                                                       $   70,845          $  101,300
     Restricted cash                                                                17,042                   -
     Receivables                                                                     9,698               4,957
     Income taxes receivable                                                         5,542                   -
     Inventories                                                                    64,162              55,080
     Store supplies                                                                 13,452              12,285
     Other                                                                           3,054               2,260
                                                                                ----------          ----------
Total current assets                                                               183,795             175,882

Property and equipment, net                                                        149,403             145,530
Deferred income taxes                                                                9,212              14,929
Other assets                                                                        10,514              10,990
                                                                                ----------          ----------

Total assets                                                                    $  352,924          $  347,331
                                                                                ==========          ==========

                LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable                                                           $   27,480          $   22,550
     Accrued expenses                                                               38,700              44,600
     Income taxes payable                                                           10,086              16,088
                                                                                ----------          ----------
Total current liabilities                                                           76,266              83,238

Other long-term liabilities                                                         13,067              10,433

Commitments and contingencies

                        SHAREHOLDERS' EQUITY
Preferred stock, 50 million shares authorized                                            -                   -
Common stock, $.01 par value, 100 million shares
     authorized, 34.4 million and 34.1 million issued and outstanding
     at November 1, 2003 and February 1, 2003                                          344                 341
Treasury stock, at cost, 29,709 shares                                                (998)               (998)
Paid in capital                                                                    119,499             114,421
Retained earnings                                                                  144,746             139,896
                                                                                ----------          ----------

Total shareholders' equity                                                         263,591             253,660
                                                                                ----------          ----------

Total liabilities and shareholders' equity                                      $  352,924          $  347,331
                                                                                ==========          ==========


        The accompanying notes are an integral part of these Consolidated
                              Financial Statements.

                                        4



                                    TOO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED, IN THOUSANDS)



                                                                       THIRTY-NINE WEEKS ENDED
                                                                   ------------------------------
                                                                   NOVEMBER 1,        NOVEMBER 2,
                                                                      2003               2002
                                                                   -----------        -----------
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                     $   4,850          $  22,212

IMPACT OF OTHER OPERATING ACTIVITIES ON CASH FLOWS:
     Depreciation and amortization                                     14,543             14,248
     Loss on impairment of assets                                       5,579                  -

     CHANGES IN ASSETS AND LIABILITIES:
         Inventories                                                   (9,082)           (11,649)
         Accounts payable and accrued expenses                           (766)            12,768
         Income taxes                                                    (300)            (5,896)
         Other assets                                                 (12,048)               722
         Other liabilities                                              2,634              2,855
                                                                    ---------          ---------

         NET CASH PROVIDED BY OPERATING ACTIVITIES                      5,410             35,260
                                                                    ---------          ---------

INVESTING ACTIVITIES:
     Capital expenditures                                             (19,122)           (36,047)
     Restricted cash                                                  (17,042)                 -
                                                                    ---------          ---------

         NET CASH USED FOR INVESTING ACTIVITIES                       (36,164)           (36,047)
                                                                    ---------          ---------

FINANCING ACTIVITIES:
     Net proceeds from issuance of common stock                             -             73,394
     Repayment of term loan                                                 -            (50,000)
     Stock options and other equity changes                               299              2,082
                                                                    ---------          ---------

         NET CASH PROVIDED BY FINANCING ACTIVITIES                        299             25,476
                                                                    ---------          ---------

     NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                  (30,455)            24,689

Cash and equivalents, beginning of period                             101,300             63,538
                                                                    ---------          ---------

         Cash and equivalents, end of period                        $  70,845          $  88,227
                                                                    =========          =========

SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
     Accrual for point of sale operating lease buy out              $   4,464          $       -
                                                                    =========          =========
     Issuance of restricted stock                                   $   4,045          $   2,755
                                                                    =========          =========


        The accompanying notes are an integral part of these Consolidated
                              Financial Statements.

                                        5



                                    TOO, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.       BASIS OF PRESENTATION

         Too, Inc. (referred to herein as "Too" or "the Company") is the
         operator of two specialty retailing businesses, Limited Too and
         mishmash. Limited Too sells apparel, underwear, sleepwear, swimwear,
         footwear, lifestyle and personal care products for fashion-aware,
         trend-setting young girls ages seven to fourteen years. mishmash,
         launched by the Company in fiscal 2001, sells cosmetics, sportswear,
         intimate apparel and footwear to young women ages fourteen to nineteen.
         The assortment also includes accessories, jewelry, room decor
         furnishings and lifestyle products. On May 28, 2003, the Company
         announced the discontinuation of its mishmash retail concept in favor
         of a new value-priced concept for `tween girls. See Note 4 for further
         information regarding the mishmash store closings. The Consolidated
         Financial Statements include the accounts of Too, Inc. and its
         wholly-owned subsidiaries and reflect the Company's assets,
         liabilities, results of operations and cash flows on a historical cost
         basis.

         The accompanying unaudited interim Consolidated Financial Statements as
         of November 1, 2003 and for the thirteen and thirty-nine weeks ended
         November 1, 2003 and November 2, 2002, are presented to comply with the
         rules and regulations of the Securities and Exchange Commission.
         Accordingly, these Consolidated Financial Statements should be read in
         conjunction with the Consolidated Financial Statements and notes
         thereto contained in the Company's 2002 Form 10-K. In the opinion of
         management, the accompanying interim Consolidated Financial Statements
         reflect all adjustments (which are of a normal, recurring nature)
         necessary to present fairly the financial position, results of
         operations and cash flows for the interim periods, but are not
         necessarily indicative of the results of operations for a full fiscal
         year.

         The Consolidated Financial Statements as of November 1, 2003, and for
         the thirteen and thirty-nine weeks ended November 1, 2003 and November
         2, 2002 included herein have been reviewed by the independent public
         accounting firm of PricewaterhouseCoopers LLP and the report of such
         firm follows the notes to the Consolidated Financial Statements.
         PricewaterhouseCoopers LLP is not subject to the liability provisions
         of Section 11 of the Securities Act of 1933 for its report on the
         Consolidated Financial Statements because that report is not a "report"
         within the meaning of Sections 7 and 11 of that Act.

         Certain reclassifications have been made to the prior period financial
         statements to conform to the current period presentation.

2.       STOCK-BASED COMPENSATION

         The Company accounts for stock-based compensation under the recognition
         and measurement principles of Accounting Principles Board ("APB")
         Opinion No. 25, "Accounting for Stock Issued to Employees," and related
         Interpretations. Accordingly, no compensation expense for options has
         been recognized as all options granted had an exercise price equal to
         the market value of the underlying common stock on the date of the
         grant. The Company does recognize compensation expense related to
         restricted stock awards.

                                        6



         The following table illustrates the effect on net income and earnings
         per share if the Company had applied the fair value recognition
         provisions of Statement of Financial Accounting Standards ("SFAS") No.
         123, "Accounting for Stock-Based Compensation," as amended by SFAS No.
         148, "Accounting for Stock-Based Compensation - Transition and
         Disclosure," to stock-based employee compensation (in millions, except
         per share amounts):



                                                   THIRTEEN WEEKS ENDED                 THIRTY-NINE WEEKS ENDED
                                              ------------------------------         ------------------------------
                                              NOVEMBER 1,        NOVEMBER 2,         NOVEMBER 1,        NOVEMBER 2,
                                                 2003               2002                2003               2002
                                              -----------        -----------         -----------        -----------
                                                                                            
Net income, as reported                         $   4.5            $  10.8             $   4.9            $  22.2
Stock-based compensation expense
     determined under fair value based
     method, net of tax                            (0.8)              (0.7)               (2.4)              (2.0)
                                                -------            -------             -------            -------
Pro forma net income                            $   3.7            $  10.1             $   2.5            $  20.2
                                                =======            =======             =======            =======

Earnings per share:
   Basic - as reported                          $  0.13            $  0.32             $  0.14            $  0.67
                                                =======            =======             =======            =======

   Basic - pro forma                            $  0.11            $  0.30             $  0.07            $  0.61
                                                =======            =======             =======            =======

   Diluted - as reported                        $  0.13            $  0.31             $  0.14            $  0.65
                                                =======            =======             =======            =======

   Diluted - pro forma                          $  0.11            $  0.29             $  0.07            $  0.59
                                                =======            =======             =======            =======


         The weighted average fair value per share of options granted is
         estimated using the Black-Scholes option-pricing model and the
         following weighted average assumptions for the thirteen and thirty-nine
         weeks ended November 1, 2003 and November 2, 2002:



                                    THIRTEEN WEEKS ENDED                THIRTY-NINE WEEKS ENDED
                               ------------------------------       ------------------------------
                               NOVEMBER 1,        NOVEMBER 2,       NOVEMBER 1,        NOVEMBER 2,
                                  2003               2002              2003               2002
                               -----------        -----------       -----------        -----------
                                                                           
Expected life                     5.0                5.0               5.0                5.0
Forfeiture rate                    20%                20%               20%                20%
Dividend rate                       -                  -                 -                  -
Price volatility                   48%                50%               52%                50%
Risk-free interest rate           3.2%               3.5%              2.9%               3.5%


         The weighted average fair value of options granted during the thirteen
         and thirty-nine weeks ended November 1, 2003 was $7.56 and $7.36,
         respectively. The weighted average fair value of options granted during
         both the thirteen and thirty-nine weeks ended November 2, 2002 was
         $12.35.

3.       EARNINGS PER SHARE

         Basic earnings per share is computed by dividing net income by the
         weighted average number of common shares outstanding for the period.
         Diluted earnings per share reflects the potential dilution that could
         occur if stock options or restricted stock were converted to common
         stock using the treasury stock method.

                                        7



         The following table shows the amounts used in the computation of basic
         and diluted earnings per share (in thousands):



                                                     THIRTEEN WEEKS ENDED            THIRTY-NINE WEEKS ENDED
                                                 ----------------------------     ----------------------------
                                                 NOVEMBER 1,      NOVEMBER 2,     NOVEMBER 1,      NOVEMBER 2,
                                                    2003             2002            2003             2002
                                                 -----------      -----------     -----------      -----------
                                                                                       
Net income                                        $   4,521        $  10,836       $    4,850       $  22,212
                                                  =========        =========       ==========       =========

Weighted average common shares - basic               34,322           34,061           34,230          32,990
Dilutive effect of stock options
     and restricted stock                               346              842              284             990
                                                  ---------        ---------       ----------       ---------
Weighted average common shares - diluted             34,668           34,903           34,514          33,980
                                                  =========        =========       ==========       =========


         Due to the options' strike price exceeding the average market price of
         the common shares for the reporting periods, certain options were
         excluded from the calculation of net income per diluted share. In
         fiscal 2003, options to purchase 1,317,800 and 1,203,600 common shares
         were not included in the computation of net income per diluted share
         for the thirteen and thirty-nine weeks ended November 1, 2003,
         respectively. In fiscal 2002, options to purchase 853,000 and 140,700
         common shares were not included in the computation of net income per
         diluted share for the thirteen and thirty-nine weeks ended November 2,
         2002, respectively.

4.       STORE CLOSING AND IMPAIRMENT COSTS

         On May 28, 2003, the Company announced the discontinuation of its
         mishmash retail concept in favor of redirecting its resources to the
         development of a new concept focused on value-priced sportswear and
         accessories for `tween girls, ages 7 to 14. Eleven mishmash stores were
         open at the end of the third quarter, with the remaining stores to be
         closed early in the fourth quarter. Four former mishmash stores will be
         converted to the new concept. In accordance with the provisions of SFAS
         No. 146, "Accounting for Costs Associated with Exit or Disposal
         Activities," the Company recorded an expense of $169 thousand and $1.9
         million for the thirteen and thirty-nine weeks ended November 1, 2003,
         respectively, which is included in the store closing and impairment
         costs line of the accompanying Consolidated Statements of Operations.
         The following table provides a detail for each major type of cost
         associated with the closing activity (in thousands):



                                    EXPECTED         INCURRED
                                     TO BE          IN CURRENT      INCURRED
                                    INCURRED          PERIOD        TO DATE
                                    --------        ----------      --------
                                                           
One-time termination benefits       $    225          $   26        $     26
Contract termination costs             1,700               -           1,600
Other associated costs                   316             143             316
                                    --------          ------        --------

     Store closing costs            $  2,241          $  169        $  1,942
                                    ========          ======        ========


                                        8



         The following table provides a reconciliation of the liability balance
         during the quarter (in thousands):



                                       BEGINNING        CURRENT         COSTS                            ENDING
                                        RESERVE         PERIOD         PAID OR           OTHER           RESERVE
                                        BALANCE         EXPENSE        SETTLED        ADJUSTMENTS        BALANCE
                                       ---------        -------        -------        -----------        -------
                                                                                          
One-time termination benefits           $     -          $  26         $  (26)           $   -           $     -
Contract termination costs                1,600              -            (75)               -             1,525
Other associated costs                      173            143           (164)               -               152
                                        -------          -----         ------            -----           -------

     Store closing costs                $ 1,773          $ 169         $ (265)           $   -           $ 1,677
                                        =======          =====         ======            =====           =======


         In accordance with SFAS No. 144, "Accounting for the Impairment or
         Disposal of Long-Lived Assets," an impairment charge of $19 thousand
         and $4.9 million was recorded during the thirteen and thirty-nine weeks
         ended November 1, 2003. The impairment charge reflects the difference
         between the carrying value and fair value of mishmash's store assets.
         Fair value of the mishmash store assets was based on the expected
         future cash flows of the mishmash stores. The impairment loss is
         included in the store closing and impairment costs line of the
         accompanying Consolidated Statements of Operations.

         In addition, the Company announced the discontinuation of its Goldmark
         joint venture during the second quarter of fiscal 2003. In accordance
         with APB Opinion No. 18, "The Equity Method of Accounting for
         Investments in Common Stock," an impairment charge of $0.6 million was
         recorded during the second quarter, which reflects the difference
         between the carrying value and the fair value of the Company's
         investment in the joint venture, as well as the cost of reserving
         certain receivables due to Too, Inc. from the joint venture that were
         deemed uncollectible. The Goldmark impairment charge is included in the
         store closing and impairment costs line of the accompanying
         Consolidated Statements of Operations.

5.       INVENTORIES

         The fiscal year of the Company is comprised of two principal selling
         seasons: Spring (the first and second quarters) and Fall (the third and
         fourth quarters). Inventories are principally valued at the lower of
         average cost or market, on a first-in, first-out basis utilizing the
         retail method. Inventory valuation at the end of the first and third
         quarters reflects adjustments for inventory markdowns and shrinkage
         estimates for the total selling season.

                                        9



6.       PROPERTY AND EQUIPMENT, NET

         Property and equipment, at cost, consisted of (in thousands):



                                                    NOVEMBER 1,     FEBRUARY 1,
                                                       2003            2003
                                                    -----------     -----------
                                                              
Land                                                 $   8,089       $   8,041
Buildings                                               42,010          41,611
Furniture, fixtures and equipment                      161,761         140,312
Leasehold improvements                                  33,383          40,182
Construction-in-progress                                 3,581           1,587
                                                     ---------       ---------
Total                                                  248,824         231,733

Less: accumulated depreciation and amortization        (99,421)        (86,203)
                                                     ---------       ---------

     Property and equipment, net                     $ 149,403       $ 145,530
                                                     =========       =========


7.       RELATED PARTY TRANSACTIONS

         In connection with the August 23, 1999 Spin-off, the Company entered
         into a service agreement with Limited Logistics Services, a
         wholly-owned subsidiary of Limited Brands, to provide distribution
         services to us covering transportation of merchandise to our stores for
         up to three years after the Spin-off. Under the service agreement,
         Limited Brands distributed merchandise and related materials using
         common and contract carriers to the Company's stores. Inbound freight
         was charged to Too based upon actual receipts and related charges,
         while outbound freight was charged based on a percentage of cartons
         shipped. The Company terminated the service agreement in mid-2002.

         Previously, our main office was owned by Distribution Land Corp., a
         wholly-owned subsidiary of Limited Brands, and leased to us with a
         lease term expiring in August 2002. In April 2002, the Company
         completed construction of its new home office and terminated the
         aforementioned lease.

         Our largest apparel supplier has been Mast Industries, Inc., a
         wholly-owned subsidiary of Limited Brands. Mast Industries supplied
         approximately 24% of the apparel that we purchased in 2002. We believe
         that all transactions that we have entered into with Mast Industries
         have been on terms that would have been obtained on an arm's length
         basis since we treat them as if they were a third party. We were not,
         and will not be, obligated to continue to source products through Mast
         Industries.

         Amounts payable to Limited Brands, including merchandise payables to
         Mast Industries, approximated $7.2 million and $6.8 million at November
         1, 2003 and February 1, 2003, respectively.

         During fiscal year 2002, the Company formed a 50% owned joint venture,
         which was accounted for under the equity method of accounting. On May
         28, 2003, the Company announced the discontinuation of the joint
         venture and, accordingly, wrote-off its investment in the joint venture
         during the second quarter. The investment in the joint venture amounted
         to $620,000 as of February 1, 2003. The Company continues to provide
         certain services on behalf of the joint venture, for which the Company
         is reimbursed. The receivable, net of allowances, due to the Company
         for these services was $60,000 and $840,000 as of November 1, 2003 and
         February 1, 2003, respectively.

                                       10



8.       CREDIT FACILITY

         During August 1999, the Company entered into a five-year $100 million
         credit agreement with a syndicate of banks. This credit agreement was
         collateralized by virtually all assets of the Company and was comprised
         of a $50 million five-year term loan and a $50 million revolving loan
         commitment. The entire amount of the term portion was drawn in order to
         fund a $50 million dividend to Limited Brands. On May 24, 2002, the
         Company paid off the entire $50 million term loan.

         On April 29, 2003, the Company terminated the aforementioned credit
         agreement and entered into a new credit facility (the "Credit
         Facility") with a syndicate of banks. The Credit Facility consists of a
         $100 million unsecured revolving loan commitment. Interest expense on
         borrowings under the Credit Facility is based on, at the borrower's
         option, either (1) the higher of the Prime rate and the federal funds
         effective rate plus 1/2 of 1% or (2) matrix pricing applied to the
         London Interbank Offered Rate. Under the terms of the Credit Facility,
         the Company is required to comply with certain covenants, including
         financial ratios such as leverage, coverage and tangible net worth. The
         Credit Facility limits the Company from incurring certain additional
         indebtedness, restricts substantial asset sales and provides for a
         springing lien against certain assets in the event of default. On
         September 16, 2003, the unsecured Credit Facility was amended, and
         became retroactively effective as of July 31, 2003. In exchange for the
         modification of certain financial covenants the Company agreed to
         maintain a pledged investment account equal to 110% of any outstanding
         letters of credit or any revolving commitment usage. As of November 1,
         2003, the Company had outstanding letters of credit under the Credit
         Facility amounting to $15.5 million. The Company is in compliance with
         all applicable terms of the amended Credit Facility.

         Interest (income) expense consisted of the following (in thousands):



                                                  THIRTEEN WEEKS ENDED                 THIRTY-NINE WEEKS ENDED
                                             ------------------------------        ------------------------------
                                             NOVEMBER 1,        NOVEMBER 2,        NOVEMBER 1,        NOVEMBER 2,
                                                2003               2002               2003               2002
                                             -----------        -----------        -----------        -----------
                                                                                          
Interest expense                             $       646        $       239        $       912        $     2,161
Interest income                                     (521)              (360)              (976)            (1,513)
                                             -----------        -----------        -----------        -----------

   Interest (income) expense, net            $       125        $      (121)       $       (64)       $       648
                                             ===========        ===========        ===========        ===========


9.       RECENTLY ISSUED ACCOUNTING STANDARDS

         The Financial Accounting Standards Board ("FASB") issued Financial
         Accounting Standards Board Interpretation ("FIN") No. 46,
         "Consolidation of Variable Interest Entities," in January 2003. FIN No.
         46 establishes accounting and disclosure requirements for ownership
         interests in entities that have certain financial or ownership
         characteristics (sometimes known as Special Purpose Entities). FIN No.
         46 is applicable for variable interest entities created after January
         31, 2003 and becomes effective in the first fiscal year or interim
         accounting period beginning after December 15, 2003 for variable
         interest entities created before February 1, 2003. The Company is
         currently evaluating the impact of adopting FIN No. 46, but the
         Company's management does not expect the adoption of FIN No. 46 to have
         a significant impact on the results of operations, cash flows or the
         financial position of the Company.

                                       11



         The Emerging Issues Task Force ("EITF") reached a consensus on issues
         raised in EITF 03-03, "Accounting for Retroactive Insurance Contracts
         Purchased by Entities Other Than Insurance Enterprises," in May 2003.
         This consensus states that a claims-made insurance policy that contains
         no retroactive provisions should be accounted for on a prospective
         basis. However, if a claims-made insurance policy contains a
         retroactive provision, the retroactive and prospective provisions of
         the policy should be accounted for separately, if practicable;
         otherwise, the claims-made insurance policy should be accounted for
         entirely as a retroactive contract. The consensus is effective for all
         new insurance arrangements entered into in the next reporting period
         beginning after May 28, 2003. The adoption of this consensus did not
         have a significant impact on the results of operations, cash flows or
         the financial position of the Company.

                                       12



REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of Too, Inc.:

We have reviewed the accompanying consolidated balance sheet of Too, Inc. and
its subsidiaries (the "Company") as of November 1, 2003, and the related
consolidated statements of operations for each of the thirteen and thirty-nine
week periods ended November 1, 2003 and November 2, 2002 and the consolidated
statements of cash flows for the thirty-nine week periods ended November 1, 2003
and November 2, 2002. These interim financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of February
1, 2003, and the related consolidated statements of income, changes in
shareholders' equity, and of cash flows for the year then ended (not presented
herein), and in our report dated February 21, 2003 we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying consolidated balance sheet information
as of February 1, 2003 is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Columbus, Ohio
November 12, 2003

                                       13



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net sales for the thirteen weeks ended November 1, 2003 were $148.9 million, a
decrease of 10% from $164.6 million for the comparable period of 2002. Gross
income decreased 18% to $48.1 million from $59.0 million in 2002 and operating
income decreased 57% to $7.4 million from $17.4 million in 2002. Net income
decreased 58% to $4.5 million from $10.8 million in 2002. Diluted earnings per
share decreased 58% to $0.13, versus $0.31 in 2002.

Net sales for the thirty-nine weeks ended November 1, 2003 were $423.8 million,
a decrease of 9% from $464.5 million for the comparable period of 2002. Gross
income decreased 19% to $130.8 million from $162.0 million in 2002 and operating
income decreased 80% to $7.5 million from $37.0 million in 2002. Net income
decreased 78% to $4.9 million from $22.2 million in 2002. Diluted earnings per
share decreased 78% to $0.14, versus $0.65 in 2002.

The following table represents the amounts shown in the Company's Consolidated
Statements of Operations for the thirteen and thirty-nine weeks ended November
1, 2003 and November 2, 2002, expressed as a percentage of net sales:



                                                 THIRTEEN WEEKS ENDED            THIRTY-NINE WEEKS ENDED
                                             ----------------------------      ----------------------------
                                             NOVEMBER 1,      NOVEMBER 2,      NOVEMBER 1,      NOVEMBER 2,
                                                2003             2002             2003             2002
                                             -----------      -----------      -----------      -----------
                                                                                    
Net sales                                       100.0%           100.0%           100.0%           100.0%
     Cost of goods sold, buying and
          occupancy costs                        67.7             64.1             69.2             65.1
                                                -----            -----            -----            -----
Gross income                                     32.3             35.9             30.8             34.9
     General, administrative and store
          operating expenses                     27.2             25.3             27.3             26.9
     Store closing and impairment costs           0.1              0.0              1.8              0.0
                                                -----            -----            -----            -----
Operating income                                  5.0             10.6              1.8              8.0
     Interest (income) expense, net               0.1             (0.1)             0.0              0.1
                                                -----            -----            -----            -----
Income before income taxes                        4.9             10.7              1.8              7.8
     Provision for income taxes                   1.9              4.1              0.6              3.0
                                                -----            -----            -----            -----
Net income                                        3.0%             6.6%             1.1%             4.8%
                                                =====            =====            =====            =====


                                       14



FINANCIAL SUMMARY

The following summarized financial and statistical data compares the thirteen
thirty-nine weeks ended November 1, 2003, to the comparable 2002 period:



                                                     Thirteen Weeks Ended                    Thirty-Nine Weeks Ended
                                           ---------------------------------------    -------------------------------------
                                           November 1,     November 2,     Percent    November 1,    November 2,    Percent
                                              2003            2002         Change        2003           2002        Change
                                           -----------     -----------     -------    -----------    -----------    -------
                                                                                                  
Net sales (millions)                       $   148.9       $   164.6        (10)%     $   423.8      $    464.5       (9)%

Limited Too:

Comparable store sales increase
   (decrease)(1)                                 (17)%            (1)%                      (16)%             1%
Sales per average square foot(2)           $      65       $      80        (19)%     $     190      $      233      (18)%
Sales per average store (thousands)        $     267       $     329        (19)%     $     781      $      953      (18)%
Average store size at quarter end
   (square feet)                               4,120           4,107          0%
Total square feet at quarter end
   (thousands)                                 2,266           2,041         11%
Number of stores:
   Beginning of period                           537             484                        510             459
     Opened                                       13              15                         42              42
     Closed                                        -              (2)                        (2)             (4)
                                           ---------       ---------                  ---------      ----------
   End of period                                 550             497                        550             497
                                           =========       =========                  =========      ==========

Stores remodeled                                   -               2                          3               7

Number of mishmash stores                         11              11


(1)      A store is included in our comparable store sales calculation once it
         has completed 52 weeks of operation. Further, stores that have changed
         more than 20% in square footage are treated as new stores for purposes
         of this calculation.

(2)      Sales per average square foot is the result of dividing net sales for
         the fiscal quarter by average gross square feet, which reflects the
         impact of opening and closing stores throughout the quarter.

NET SALES

Net sales for the third quarter of 2003 decreased 10% to $148.9 million from
$164.6 million in 2002. Comparable store sales declined 17% for the third
quarter of 2003 compared to a 1% decline in comparable store sales during the
third quarter of 2002. The decline was primarily attributable to the poor
performing back-to-school apparel assortment, which incorporated styles and
colors prevalent in junior fashions, but was not popular with Too's core `tween
customer. Also contributing to the decrease was inconsistent mall traffic and
competition from off-the-mall retailers.

Year-to-date net sales were $423.8 million, a 9% decrease from $464.5 million in
2002. Comparable store sales declined 16% for the year-to-date period compared
to a 1% comparable store sales increase in 2002. Year-to-date sales were
negatively impacted primarily by fashion missteps that negatively affected
Limited Too's results. In addition, colder and more inclement weather in the
spring, along with ebbing consumer confidence and its consequent effect on mall
traffic, contributed to the year-to-date decline.

                                       15



Virtually all of Limited Too's hanging merchandise categories experienced
average store sales decreases for the thirteen and thirty-nine weeks ended
November 1, 2003 versus the comparable periods in 2002. However, the innerwear,
accessories, footwear and lifestyles categories posted average store increases
over 2002.

GROSS INCOME

Gross income, expressed as a percentage of net sales, was 32.3% for the third
quarter of 2003, a decrease of 360 basis points from a gross income rate of
35.9% for the third quarter of 2002. This rate decrease was due to higher
markdowns to clear slow-moving merchandise, as well as a 50 basis point decline
in initial mark-ups due in part to value pricing initiatives. The rate decrease
was further exacerbated by our inability to leverage fixed buying and occupancy
costs due to the negative comparable store sales performance.

For the year-to-date period, the gross income rate decreased 410 basis points to
30.8% from 34.9% in 2002. The year-to-date rate decrease was due to higher
markdowns and the inability to leverage buying and occupancy costs.

GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES

General, administrative and store operating expense increased 190 basis points
to 27.2% expressed as a percentage of net sales for the third quarter of 2003
from 25.3% for the third quarter of 2002. However, in dollars, total general,
administrative and store operating expenses declined by $1.1 million in the
third quarter of 2003 versus the same period in 2002. The decrease was primarily
due to lower incentive compensation expense and lower distribution center costs.

On a year-to-date basis, general, administrative and store operating expense,
expressed as a percentage of net sales, increased by 40 basis points to 27.3% in
2003 from 26.9% in 2002. However, in dollars, total general, administrative and
store operating expenses declined by $9.3 million for the year-to-date period of
2003 versus the same period in 2002. The decrease for the year-to-date period
was due to lower incentive compensation expense, settlement proceeds in the
first quarter received in lieu of a litigation claim and certain one-time
expenses incurred last year for brand protection litigation, tax consulting, as
well as moving and start-up costs associated with the Company's new home office
and distribution center. The aforementioned items more than offset increases in
store payroll and the $1.0 million charge incurred during the second quarter of
2003 to settle certain California labor matters.

STORE CLOSING AND IMPAIRMENT COSTS

On May 28, 2003, the Company announced that it is ending the rollout of its
mishmash retail concept in favor of redirecting its resources to the development
of a new concept focused on value-priced sportswear and accessories for `tween
girls, ages 7 to 14. The remaining 11 mishmash stores open at the end of the
third quarter will close early in the fourth quarter. Four mishmash stores will
be converted to the new concept. In addition, the Company announced the
discontinuation of its Goldmark joint venture during the second quarter.
Accordingly, the Company recorded a charge of $188 thousand and $7.5 million
during the quarter and year-to-date periods ended November 1, 2003,
respectively. These charges consisted primarily of impairment charges on
mishmash's store assets, as well as costs associated with early termination of
the mishmash store leases.

OPERATING INCOME

Operating income, expressed as a percentage of net sales, was 5.0% in the third
quarter of 2003, a decrease of 560 basis points from 10.6% in the third quarter
of 2002. The year-to-date operating income rate decreased to 1.8% in 2003 from
8.0% in 2002, a decline of 620 basis points. The decrease in the operating
income rate for both the quarter and year-to-date periods was due to lower
merchandise margins and occupancy rates. In addition, the year-to-date operating
income rate was significantly impacted by the mishmash store closing costs and
impairment charges.

                                       16



INTEREST (INCOME) EXPENSE, NET

Net interest amounted to an expense of $125,000 and income of $64,000 for the
quarter and year-to-date periods ended November 1, 2003. For the comparable
periods in 2002, net interest amounted to income of $121,000 and an expense of
$648,000, respectively. Interest expense represents facility and letters of
credit fees, as well as interest related to the Company's nonqualified benefit
plans. Interest income is earned on investments in money market securities and
short-term municipal bonds.

INCOME TAXES

Income tax expense amounted to $2.8 million and $2.7 million for the quarter and
year-to-date periods ended November 1, 2003, respectively, compared to $6.7
million and $14.1 million for the comparable periods ended November 2, 2002. The
income tax provision rate decreased beginning in the second quarter of fiscal
2002 as a result of realigning our corporate operations, including our direct
sourcing and supply chain management initiatives that provided state tax
benefits. The rate was further reduced due to the Company's investment in
certain short-term, tax-free municipal bonds.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

Cash generated from operating activities is the primary resource to support
operations, including projected growth, seasonal working capital requirements
and capital expenditures. A summary of our working capital position and
capitalization follows (in thousands):



                                                          NOVEMBER 1,        FEBRUARY 1,
                                                             2003                2003
                                                          -----------        -----------
                                                                       
Working capital                                           $   107,529        $    92,644
                                                          ===========        ===========

Capitalization:
    Shareholders' equity                                  $   263,591        $   253,660
                                                          ===========        ===========

Additional amounts available under the revolving
    portion of the Credit Facility                        $   100,000        $    50,000
                                                          ===========        ===========


Net cash provided by operating activities amounted to $5.4 million and $35.3
million for the year-to-date period ended November 1, 2003 and November 2, 2002,
respectively. The year-to-date decrease in 2003 from 2002 was primarily due to
lower net income and increased cash outflows in accounts payable and accrued
expenses and other assets.

For the year-to-date period ended November 1, 2003, investing activities
represented capital expenditures primarily for new and remodeled stores.
Investing activities also reflect the designation of restricted cash as a result
of the Company's efforts to amend its Credit Facility. For the comparable period
in 2002, investing activities represented capital expenditures for new and
remodeled stores, as well as progress payments on the completion of construction
of our new home office and distribution center.

Financing activities for the year-to-date period ended November 1, 2003
principally represented proceeds from employee stock option exercises. For the
comparable period in 2002, financing activities also included proceeds from the
May 2002 follow-on offering of 2.4 million common shares, and the accompanying
repayment of the Company's term loan.

During August 1999, the Company entered into a five-year $100 million credit
agreement with a syndicate of banks. This credit agreement was collateralized by
virtually all assets of the Company and was comprised of a $50 million five-year
term

                                       17



loan and a $50 million revolving loan commitment. The entire amount of the term
portion was drawn in order to fund a $50 million dividend to Limited Brands. On
May 24, 2002, the Company paid off the entire $50 million term loan with the
proceeds from the follow-on stock offering.

On April 29, 2003, the Company terminated the aforementioned credit agreement
and entered into a new credit facility (the "Credit Facility") with a syndicate
of banks. The Credit Facility consists of a $100 million unsecured revolving
loan commitment. Interest expense on borrowings under the Credit Facility is
based on, at the borrower's option, either (1) the higher of the Prime rate and
the federal funds effective rate plus 1/2 of 1% or (2) matrix pricing applied to
the London Interbank Offered Rate. Under the terms of the Credit Facility, the
Company is required to comply with certain covenants, including financial ratios
such as leverage, coverage and tangible net worth. The Credit Facility limits
the Company from incurring certain additional indebtedness, restricts
substantial asset sales and provides for a springing lien against certain assets
in the event of default. On September 16, 2003, the unsecured Credit Facility
was amended, and became retroactively effective as of July 31, 2003. In exchange
for the modification of certain financial covenants the Company agreed to
maintain a pledged investment account equal to 110% of any outstanding letters
of credit or any revolving commitment usage. As of November 1, 2003, the Company
had outstanding letters of credit under the Credit Facility amounting to $15.5
million. The Company is in compliance with all applicable terms of the amended
Credit Facility.

CAPITAL EXPENDITURES

Capital expenditures, primarily for new and remodeled stores, totaled $19.1
million for the year-to-date period ended November 1, 2003 compared to $36.0
million for the comparable period in 2002. The decrease was primarily due to the
$22.1 million in costs the Company incurred in 2002 for the completion of
construction of its new distribution center and home office. We anticipate
capital expenditures of approximately $30 million in fiscal 2003. Capital
expenditures consist primarily of costs for new Limited Too stores, remodeling
or expansion of existing stores and related fixtures and equipment, as well as
costs to convert 4 mishmash stores and build approximately 25 new concept stores
in order to open in early spring 2004. We intend to add approximately 210,000
square feet in 2003, which will represent a 10% increase over Limited Too square
footage as of the 2002 year end. We anticipate that the increase will result
from opening 49 new Limited Too stores and expanding four stores identified for
remodeling. We expect substantially all capital expenditures in fiscal 2003 will
be funded by cash on hand and net cash provided by operating activities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that impact the amounts reported in the Company's
consolidated financial statements and related notes. On an on-going basis,
management evaluates its estimates and judgments, including those related to
inventories, long-lived assets and sales returns. Management bases its estimates
and judgments on historical experience and various other factors that are
believed to be reasonable under the circumstances. Actual results may differ
materially from management's estimates. Management believes the following
estimates and assumptions are most significant to reporting the Company's
results of operations and financial position.

Revenue Recognition - Retail sales are recorded when the customer takes
possession of merchandise. Markdowns associated with the Frequent Buyer and "Too
Bucks" Programs are recognized upon redemption in conjunction with a qualifying
purchase. Catalog and web sales are recorded upon shipment to the customer. A
reserve is provided for projected merchandise returns based on prior experience.

Inventories - Inventories are valued at the lower of average cost or market, on
a first-in, first-out basis, utilizing the retail method. Under the retail
method, the valuation of inventories at cost and the resulting gross margins are
calculated by applying a cost-to-retail ratio to the retail value of
inventories. The use of the retail method will result in valuing inventories at
the lower of cost or market when markdowns are currently taken as a reduction of
the retail value and cost of inventories. Inherent in the retail method are
certain significant management judgments and estimates including, among others,
future sales, markdowns and shrinkage, which significantly impact the ending
inventory valuation at cost as well as the resulting gross margins. The Company
calculates inventory costs on an individual item-class basis to ensure a high
degree of accuracy

                                       18



in estimating the cost. Inventory valuation at the end of the first and third
quarters reflects adjustments for inventory markdowns and shrinkage estimates
for the total selling season.

Property and Equipment - Property and equipment are stated at cost, net of
accumulated depreciation and amortization. Service lives are established for
store assets ranging from 5 to 10 years for building improvements and 3 to 10
years for other property and equipment. Property and equipment at the home
office and distribution center are assigned service lives between 5 and 40
years. Assets are reviewed on an annual basis for impairment, and based on
management's judgment, are written down to the estimated fair value based on
anticipated future cash flows.

Income Taxes - Income taxes are calculated in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
which requires the use of the liability method. Deferred tax assets and
liabilities are recognized based on the difference between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases. Inherent in the measurement of deferred balances are certain judgments
and interpretations of enacted tax laws and published guidance with respect to
applicability to the Company's operations. No valuation allowance has been
provided for deferred tax assets because management believes that it is more
likely than not that the full amount of the net deferred tax assets will be
realized in the future.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board ("FASB") issued Financial Accounting
Standards Board Interpretation ("FIN") No. 46, "Consolidation of Variable
Interest Entities," in January 2003. FIN No. 46 establishes accounting and
disclosure requirements for ownership interests in entities that have certain
financial or ownership characteristics (sometimes known as Special Purpose
Entities). FIN No. 46 is applicable for variable interest entities created after
January 31, 2003 and becomes effective in the first fiscal year or interim
accounting period beginning after December 15, 2003 for variable interest
entities created before February 1, 2003. The Company is currently evaluating
the impact of adopting FIN No. 46, but the Company's management does not expect
the adoption of FIN No. 46 to have a significant impact on the results of
operations, cash flows or the financial position of the Company.

The Emerging Issues Task Force ("EITF") reached a consensus on issues raised in
EITF 03-03, "Accounting for Retroactive Insurance Contracts Purchased by
Entities Other Than Insurance Enterprises," in May 2003. This consensus states
that a claims-made insurance policy that contains no retroactive provisions
should be accounted for on a prospective basis. However, if a claims-made
insurance policy contains a retroactive provision, the retroactive and
prospective provisions of the policy should be accounted for separately, if
practicable; otherwise, the claims-made insurance policy should be accounted for
entirely as a retroactive contract. The consensus is effective for all new
insurance arrangements entered into in the next reporting period beginning after
May 28, 2003. The adoption of this consensus did not have a significant impact
on the results of operations, cash flows or the financial position of the
Company.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Company cautions that any forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) contained in
this Management's Discussion and Analysis or made by management of the Company
involve risks and uncertainties and are subject to change based on various
important factors, many of which may be beyond the Company's control.
Forward-looking statements are indicated by words such as "anticipate,"
"estimate," "expect," "intend," "risk," "could," "may," "will," "pro forma,"
"likely," "possible," "potential," and similar words and phrases and the
negative forms and variations of these words and phrases, and include, but may
not be limited to, statements in this Management's Discussion and Analysis
relating to anticipated capital expenditures in 2003 for new stores, the
remodeling or expansion of existing stores and the related funding thereof. The
following factors, among others, in some cases have affected, and in the future
could affect, the Company's financial performance and actual results and could
cause future performance and financial results to differ materially from those
expressed or implied in any forward-looking statements included in this
Management's Discussion and Analysis or otherwise made by management: 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

                                       19



locations at appropriate terms; ability to develop new merchandise; ability to
hire and train associates; and/or other risk factors that may be described in
the Safe Harbor Statement and Business Risks section of the Company's Form 10-K,
filed April 29, 2002, as well as other filings with the Securities and Exchange
Commission. Future economic and industry trends that could potentially impact
revenue and profitability are difficult to predict. Therefore, there can be no
assurance that the forward-looking statements included herein will prove to be
accurate. In light of the significant uncertainties in the forward-looking
statements included herein, the inclusion of such information should not be
regarded a representation by the Company, or any other person, that the
objectives of the Company will be achieved. 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.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

To the extent we borrow under our Credit Facility, we will be exposed to market
risk related to changes in interest rates. At November 1, 2003, no borrowings
were outstanding under the Credit Facility. Additionally, we are exposed to
market risk related to interest rate risk on the investment of cash in
securities with original maturities of three months or less. These investments
are considered cash equivalents and are shown as such on the Consolidated
Balance Sheets. If there are changes in interest rates, those changes would
affect the interest income we earn on those investments.

ITEM 4. Controls and Procedures

Based on an evaluation carried out, as of the end of the period covered by this
report, under the supervision and with the participation of the Company's
management, including its Chief Executive Officer and Chief Financial Officer,
the Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) are effective. There were
no changes in the Company's internal control over financial reporting that
occurred during the Company's most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

There are various claims, lawsuits and other legal actions pending for and
against Too incident to the operations of its business. It is the opinion of
management that the ultimate resolution of these matters will not have a
material adverse effect on Too's results of operations cash flows or financial
position.

ITEM 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

         15       Letter re: Unaudited Interim Financial Information to
                  Securities and Exchange Commission re: Incorporation of Report
                  of Independent Accountants.

         31.1     Certification of Periodic Report by the Chief Executive
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

         31.2     Certification of Periodic Report by the Chief Financial
                  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

         32.1     Certification of Periodic Report by the Chief Executive
                  Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

                                       20



         32.2     Certification of Periodic Report by the Chief Financial
                  Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

(b)      Reports on Form 8-K

         On August 8, 2003, Too, Inc. filed a Current Report on Form 8-K dated
         August 8, 2003, reporting pursuant to "Item 12. Results of Operations
         and Financial Condition," (under "Item 9. Regulation FD Disclosure")
         that Too, Inc. had issued a press release announcing actual net sales
         and certain projected financial results for the quarter ended August 2,
         2003.

         On August 13, 2003, Too, Inc. filed a Current Report on Form 8-K dated
         August 13, 2003, reporting pursuant to "Item 12. Results of Operations
         and Financial Condition," that Too, Inc. had issued a press release
         announcing its financial results for the second quarter ended August 2,
         2003, and certain expectations for the third quarter ended November 1,
         2003.

                                       21



                                    SIGNATURE

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 thereunto duly authorized.

                                       TOO, INC.
                                       (Registrant)

                                       By /s/ Kent A. Kleeberger
                                          ----------------------------
                                       Kent A. Kleeberger
                                       Executive Vice President, Chief Operating
                                       Officer and Chief Financial Officer
                                       (duly authorized officer and Principal
                                       Financial and Accounting Officer)

Date: December 5, 2003

                                       22