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: AUGUST 17, 2004


                                    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 August 17, 2004, entitled "Too, Inc.
                       Second Quarter Net Income More Than Doubles"


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On August 17, 2004, Too, Inc. (the "Company") issued a press release
announcing its financial results for the second quarter ended July 31, 2004. 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 Company will also present its financial results for the second
quarter ended July 31, 2004 during a conference call on August 17, 2004 at 9:00
a.m. EDT which will be broadcast via Internet webcast. Investors can listen to
the call through the company's corporate website, www.tooinc.com.

         The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements. Such statements involve risks and
uncertainties that may cause results to differ materially from those set forth
in these statements. 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 April 29,
2002. 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:   August 17, 2004             By:  /s/ William E. May
                                         --------------------------------------
                                         William E. May
                                         Executive Vice President and
                                         Chief Operating Officer
                                         (Principal Financial Officer)



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                                  EXHIBIT INDEX

Exhibit No.                         Description

     99    *   Press Release, dated August 17, 2004, entitled "Too, Inc. Second
               Quarter Net Income More Than Doubles"

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



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