o		Preliminary Proxy Statement		o		CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

 

 

April 17, 2006

     Dear Stockholder:

     You are cordially invited to attend our 2006 Annual Meeting of Stockholders. The meeting will be held on May 18, 2006, at 9:00 a.m. Eastern Time, at our corporate offices, located at 8323 Walton Parkway, New Albany, Ohio. If you need assistance in finding the location of the meeting, please call our Investor Relations department at (614) 775-3500.

     At the meeting, we will:

	•		elect three directors to the Board;
	•		ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2006 fiscal year; and
	•		transact other business as may come before the meeting.

We will also report on our financial and operating performance during 2005, and update stockholders on our strategy for future growth.

     It is very important that your shares be represented and voted at the meeting. After reading the enclosed proxy statement, please sign, date and return the enclosed proxy card, or take advantage of voting your proxy over the telephone or the Internet.

     We encourage you to take advantage of voting on the Internet because it is an easy process and the least expensive way for us to tabulate your vote. Also, if you vote on the Internet, you will have the option at that time to enroll in Internet delivery of our proxy materials in the future.

     We look forward to seeing you at the annual meeting.

		Sincerely,
		Michael W. Rayden
		Chairman, President and Chief Executive Officer

NOTICE OF 2006 ANNUAL MEETING OF STOCKHOLDERS

May 18, 2006

     The Annual Meeting of Stockholders of Too, Inc. will be held on May 18, 2006, at 9:00 a.m. Eastern Time at the corporate offices of Too, Inc., 8323 Walton Parkway, New Albany, Ohio, to conduct the following items of business:

	1.		To elect three directors, each to serve a three-year term expiring at the 2009 annual meeting of stockholders.
	2.		To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2006 fiscal year.
	3.		To transact other business properly coming before the meeting or any adjournment thereof.

     Stockholders who owned shares of our stock at the close of business on April 7, 2006, are entitled to vote at the annual meeting. A complete list of these stockholders will be available at our corporate offices prior to the annual meeting.

		By Order of the Board of Directors,
		Michael W. Rayden
		Chairman, President and Chief Executive Officer

TABLE OF CONTENTS

Information About the Annual Meeting and Voting			1
Election of Directors			3
Nominees and Directors			3
Information Concerning the Board of Directors and Corporate Governance			5
Committees of the Board of Directors			5
Executive Officers			7
Security Ownership of Directors and Management			8
Executive Compensation			9
Summary Compensation Table			9
Stock Options			11
Equity Compensation Plan Information			12
Director Compensation			12
Employment Agreements with Certain Executive Officers			13
Related Party Transactions			15
Report of the Compensation Committee			16
Compensation Philosophy			16
Principal Compensation Elements			17
CEO Compensation			18
Section 162(m)			18
Compensation Committee Interlocks and Insider Participation			18
Stockholder Return Graph			19
Audit Committee Report			20
Share Ownership of Principal Stockholders			21
Section 16(a) Beneficial Ownership Reporting Compliance			21
Independent Registered Public Accounting Firm			21
Ratification of Selection of Independent Registered Public Accounting Firm			22
Fees of the Independent Registered Public Accounting Firm			23
Stockholder Proposals			23
Solicitation Expenses			23
Certain Matters Relating to Proxy Materials and Annual Reports			24
Other Matters			24

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

     The Board of Directors of Too, Inc. is soliciting your proxy to vote at the 2006 Annual Meeting of Stockholders (or any adjournment of the meeting). This proxy statement summarizes the information you need to know to vote at the annual meeting. Throughout the proxy statement, the terms “We,” “Our,” “Too,” and the “Company” refer to Too, Inc.

     We began mailing this proxy statement and the enclosed proxy card on or about April 17, 2006, to all stockholders entitled to vote. Our 2005 Annual Report on Form 10-K is being sent with this proxy statement.

Date, time and place of meeting

		Date:		May 18, 2006
		Time:		9:00 a.m. Eastern Time
		Place:		Too, Inc.
				8323 Walton Parkway
				New Albany, Ohio 43054

Shares entitled to vote

     Stockholders entitled to vote are those who owned our common stock at the close of business on the record date, April 7, 2006. As of the record date, there were 32,933,422 shares of Too, Inc. common stock outstanding. Each share of common stock that you own entitles you to one vote.

Voting your proxy

     Whether or not you plan to attend the annual meeting, we urge you to vote. Stockholders of record can give proxies by mailing their signed proxy cards or by voting telephonically or on the Internet. Submitting your completed proxy card, or voting telephonically or on the Internet, will not affect your right to attend the annual meeting and vote.

     The enclosed proxy card indicates the number of shares of our common stock that you own as of the record date.

     Instructions for the three methods of voting your proxy are listed on your proxy card. If you complete and submit your proxy correctly, one of the individuals named on your proxy card (your “proxy”) will vote your shares as you have directed. If you submit the proxy but do not make specific choices, your proxy will follow the Board’s recommendations and vote your shares:

	•		“FOR” the election of the nominees for director (as described on page 3); and
	•		“FOR” the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2006 fiscal year (as described on page 22).

     If any other matter is presented at the annual meeting, your proxy will vote in accordance with his best judgment. At the time this proxy statement went to press, we knew of no other matters, beyond the approval of the aforementioned matters, to be acted on at the annual meeting.

Revoking your proxy

     You may revoke your proxy by:

	•		submitting a later dated proxy;
	•		notifying our Secretary in writing before the meeting that you have revoked your proxy; or
	•		voting in person at the meeting.

Voting in person

     If you plan to attend the meeting and vote in person, a ballot will be available when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring a letter from the nominee indicating that you are the beneficial owner of the shares as of the close of business on April 7, 2006, the record date for voting, and that you are authorized to vote those shares at the annual meeting.

Quorum requirement

     A quorum of stockholders is necessary to hold a valid meeting. The presence at the meeting, in person or by proxy of the holders of shares representing at least one-third of the votes of the common stock entitled to vote constitutes a quorum. Abstentions and broker “non-votes” are counted as present for establishing a quorum. A broker non-vote occurs on an item when a broker is not permitted to vote on that item absent instruction from the beneficial owner of the shares and no instruction is given.

Votes necessary

Item		Vote Necessary*
Election of Directors		Directors are elected by a plurality of the votes represented by the shares of common stock present at the meeting in person or by proxy. This means that the director nominee with the most affirmative votes for a particular position is elected for that position.
Ratification of the Selection of Independent Registered Public Accounting Firm		The affirmative vote of the holders of a majority of the shares of common stock present at the meeting in person or by proxy and entitled to vote.

     For the election of directors, proxies that are marked “Withhold Authority” and broker non-votes will not count toward a nominee’s achievement of a plurality, and, thus, will have no effect. As to each other matter submitted to our stockholders for approval at the annual meeting, for purposes of determining the number of shares of our common stock voting on the matter, (1) abstentions will be counted and will have the effect of a negative vote, and (2) broker non-votes will not be counted and, thus, will have no effect.

ELECTION OF DIRECTORS

     The Board of Directors has nominated three directors for election at the annual meeting. Each of the nominees is currently serving as a director. If you re-elect them, each will hold office for a three-year term expiring at the 2009 annual meeting or until his or her successor has been elected.

     Your proxy will vote for each of the nominees unless you specifically withhold authority to vote for a particular nominee. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board. We do not know of any nominee of the Board who would be unable to serve as director if elected.

     Stockholders wishing to nominate directors for election may do so by delivering to the Chair of the Nominating Committee of the Company, not less than 14 days nor more than 50 days before a meeting of the stockholders called for the election of directors, a notice stating: (a) the name, age, business address and, if known, residence address of each nominee proposed in the notice; (b) the principal occupation or employment of each nominee; (c) the number of shares of common stock of the Company beneficially owned by each nominee; and (d) such other information as is required by the Company’s bylaws. No person may be elected as a director of the Company unless he or she has been nominated by a stockholder in this manner or by the Board of Directors.

     THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF THE FOLLOWING NOMINEES OF THE BOARD OF DIRECTORS:

Nominees and Directors

Nominees of the Board of Directors for election at the 2006 annual meeting

Elizabeth M. Eveillard		Age 59

     Ms. Eveillard is an independent consultant. Ms. Eveillard served as Senior Managing Director, Retailing and Apparel Group, Bear, Stearns & Co., Inc., from 2000 to 2002 and as a consultant to May 2003. Prior to that time, Ms. Eveillard served as the Managing Director, Head of Retailing Industry, PaineWebber Incorporated from 1988 to 2000. From 1972 to 1988, Ms. Eveillard held various executive positions including Managing Director in the Merchandising Group with Lehman Brothers. Ms. Eveillard also serves on the board of directors of Retail Ventures, Inc. and Birks & Mayor’s Inc., both publicly held companies. Ms. Eveillard was first elected to the Board of Directors in February 2003.

Nancy J. Kramer		Age 50

     Ms. Kramer is Chief Executive of Resource Interactive, a professional services firm specializing in interactive marketing solutions for national brands. Resource Interactive was founded by Ms. Kramer in 1981. Ms. Kramer was first elected to the Board of Directors in August 1999.

Fredric M. Roberts		Age 63

     Mr. Roberts is President of F.M. Roberts & Company, Inc., an investment banking firm that Mr. Roberts established in 1980. Mr. Roberts served as 1993 Chairman of the Board of Governors of the National Association of Securities Dealers (“NASD”). From 1994 to 1996, he was a member of the Nasdaq Stock Market Board of Directors and its Executive Committee. Mr. Roberts also serves as Chairman of the board of directors of Cost Plus, Inc., a publicly held company. Mr. Roberts was first elected to the Board of Directors in February 2003.

Directors whose terms continue until the 2007 annual meeting

David A. Krinsky		Age 57

     Mr. Krinsky is a partner at the law firm of O’Melveny and Myers LLP in Newport Beach, California. Before joining the firm as a partner in 1994, he was a partner at the law firm of Pettis, Tester, Kruse & Krinsky. Mr. Krinsky is a corporate attorney who specializes in mergers and acquisitions and securities law. Mr. Krinsky was first elected to the Board of Directors in August 1999.

Kenneth J. Strottman		Age 57

     Mr. Strottman is the founder, President and Chief Executive Officer of Strottman International, Inc., a marketing agency specializing in developing promotional programs targeting children and families. Before founding his firm in 1983, Mr. Strottman served as Vice President, Marketing, at Mattel, Inc. Mr. Strottman was first elected to the Board of Directors in August 1999.

Directors whose terms continue until the 2008 annual meeting

Philip E. Mallott		Age 48

     Mr. Mallott is an independent financial consultant and part-time retail stock analyst employed by Coker & Palmer. Prior to his current position, Mr. Mallott spent 16 years in retail financial management. He retired as Vice President and Chief Financial Officer of Intimate Brands, Inc. in February 2000, a position he held since 1995. Mr. Mallott also serves on the board of directors of Big Lots, Inc., a publicly held company. Mr. Mallott was first elected to the Board of Directors in February 2000.

Michael W. Rayden		Age 57

     Mr. Rayden has served as our President and Chief Executive Officer since March 1996. He was elected Chairman of the Board of the Company in August 1999. Before joining the Company, he served as President, Chief Executive Officer and Chairman of the Board of Pacific Sunwear of California, Inc. from 1990 to 1996, President and Chief Executive Officer of The Stride Rite Corporation from 1987 to 1989, and President and Chief Executive Officer of Eddie Bauer Inc. from 1984 to 1987. Mr. Rayden also serves on the board of directors of Strottman International, Inc., a privately held company. Mr. Rayden was first elected to the Board of Directors in August 1999.

Information Concerning the Board of Directors and Corporate Governance

     Our Board of Directors held four meetings in fiscal year 2005. During fiscal year 2005, all of the directors attended 75 percent or more of the total number of meetings of the Board (held during the period for which such person was a director) and committees of the Board on which they served (held during the period for which such person served).

     It is the Company’s expectation that all members of the Board of Directors attend the annual meeting of stockholders. All members of the Company’s Board of Directors were present at the Company’s 2005 annual meeting of stockholders.

     Upon consideration of the criteria and requirements regarding director independence set forth in the rules of the New York Stock Exchange (“NYSE”), the Board of Directors has determined that a majority of its members are independent. Specifically, the Board has determined that Ms. Eveillard, Ms. Kramer, and Messrs. Krinsky, Mallott, Roberts, and Strottman meet the standards of independence established by NYSE Rule 303A.02. For a director to be considered independent, the Board must determine that a director does not have any direct or indirect material relationship with the Company. The Board has established guidelines to assist it in determining director independence, which conform to, or are more exacting than, the independence requirements in the NYSE listing rules. The independence guidelines are set forth on pages 2 — 5 of the Company’s Corporate Governance Principles, which can be obtained on the Company’s website as described below.

     The presiding director at the executive sessions of the non-management directors rotates among the Chairs of the Audit, Compensation, and Nominating and Governance Committees, in that order. The Company’s Board of Directors welcomes communications from stockholders. Stockholders may send communications to the Board of Directors, any director, or the non-management directors, c/o Too, Inc., 8323 Walton Parkway, New Albany, Ohio 43054.

     During fiscal year 2003 and early fiscal year 2004, in response to SEC initiatives, the new NYSE listing requirements, and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the Board of Directors adopted Corporate Governance Principles, an Amended and Restated Audit Committee Charter, a Compensation Committee Charter, and a Nominating and Governance Committee Charter. The Board of Directors also adopted a Code of Business Conduct and Ethics, which is applicable to all of the Company’s directors, officers, and associates, and a Code of Ethics for Senior Financial Officers. All of the above are available in the corporate governance section of our website, www.tooinc.com.

Committees of the Board of Directors

     The Board of Directors has standing Audit, Compensation, and Nominating and Governance Committees. Each of the committees consists solely of directors who meet the standards of independence established by NYSE Rule 303A.02, including the more stringent independence standard required for audit committees.

Audit Committee

     The Audit Committee of the Board of Directors selects the firm to be employed as our independent registered public accounting firm, reviews the scope of their audit and fees, including services provided for the review of the quarterly results and related filings, as well as reviews and approves any non-audit fees. In addition, the Audit Committee consults with the independent auditors about the plan of audit, the resulting audit report and the accompanying management letter. The Audit Committee also confers with the independent auditors about the adequacy of internal accounting controls, as appropriate, outside of the presence of management. The Audit Committee also oversees and advises management with respect to the documentation, testing and evaluation of the Company’s system of internal control over financial reporting. The members of the Company’s Audit Committee are Philip E. Mallott, Chairman, Elizabeth M. Eveillard, and David A. Krinsky. Kenneth J. Strottman was also a member of the Audit Committee until May 2005 when he was replaced by Mr. Krinsky. The Board of Directors has determined that Mr. Mallott, Chairman, meets the requirements of a “financial expert” as set forth in Section 401(h) of Regulation S-K promulgated by the SEC. The Audit Committee held ten meetings in fiscal year 2005.

Compensation Committee

     The Compensation Committee of the Board of Directors reviews executive compensation and administers the Company’s stock option and incentive compensation performance plans. Its members are Fredric M. Roberts, Chairman, Nancy J. Kramer, and Elizabeth M. Eveillard. Kenneth J. Strottman was also a member of the Compensation Committee until May 2005 when he was replaced by Ms. Eveillard. The Compensation Committee held four meetings in fiscal year 2005.

Nominating and Governance Committee

     The Nominating and Governance Committee consists of Nancy J. Kramer, Chairwoman, Fredric M. Roberts, and Kenneth J. Strottman. Elizabeth M. Eveillard was also a member of the Nominating and Governance Committee until May 2005 when she was replaced by Mr. Strottman. The Nominating and Governance Committee makes recommendations to the Board of Directors regarding the size and composition of the Board, establishes procedures for the nomination process, recommends candidates for election to the Board of Directors, and leads the Board in its annual evaluation of the Board’s performance. When considering potential candidates, the Nominating and Governance Committee looks for candidates who, as a group, meet the Company’s strategic needs; possess high personal values and integrity; have an understanding of the regulatory and policy environment in which the Company does its business; and have substantial experience that is of particular relevance to the Company. The Company generally does not pay any third parties to identify or evaluate, or assist in identifying or evaluating, potential nominees.

     The Nominating and Governance Committee also has the responsibility to develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company. The Company’s Corporate Governance Principles are posted on the Company’s website at www.tooinc.com, as described previously.

     The Nominating and Governance Committee will consider director nominations made by stockholders for the 2007 annual meeting of stockholders provided that the names of such nominees are submitted in writing within the time period described on page 3.

     The Nominating and Governance Committee will also consider the recommendations of stockholders regarding potential director candidates. In order for stockholder recommendations regarding possible director candidates for director to be considered by the Nominating and Governance Committee:

	•		such recommendations must be provided to the Nominating and Corporate Governance Committee c/o Too, Inc., 8323 Walton Parkway, New Albany, Ohio 43054, in writing at least 120 days prior to the date of the next scheduled annual meeting;
	•		the nominating stockholder must meet the eligibility requirements to submit a valid stockholder proposal under Rule 14a-8 of the Securities Exchange Act of 1934, as amended; and
	•		the stockholder must describe the qualifications, attributes, skills, or other qualities of the recommended director candidate.

     The Nominating and Governance Committee held two meetings in fiscal year 2005.

Executive Officers

     In addition to Mr. Rayden, the following persons are our executive officers:

Sally A. Boyer		Age 45

     Ms. Boyer has served as our President and General Manager – Justice Stores since August 2003. Previously, Ms. Boyer served as our President of Merchandising for Limited Too from August 2002 to August 2003, as Executive Vice President of Planning, Allocation, and Merchandising Operations from February 2001 to July 2002, as Senior Vice President — Merchandising Operations since June 2000, and as Vice President Merchandising Operations since May 1998. Ms. Boyer also held various positions with us and The Limited, Inc., including Vice President – Planning and Allocation from 1995 to 1998. Before joining The Limited, Inc. in 1991, she served as a Financial Consultant for Andersen Consulting from 1990 to 1991, a Merchandise Planner for The Limited, Inc. from 1989 to 1990 and Merchandise Controller of Youthland, Inc. from 1984 to 1989. Ms. Boyer served on our Board of Directors from August 2002 until March 2004.

Scott M. Bracale		Age 44

     Mr. Bracale has served as Executive Vice President – Marketing, Web, Catalog, Partnerships and International Licensing for Too, Inc. since February 2006. Previously, Mr. Bracale served as our Executive Vice President and Chief Operating Officer of Limited Too from November 2004 to February 2006. Mr. Bracale served as Executive Vice President – Marketing, Catalog and Web from August 2002 to October 2004. Mr. Bracale served as Senior Vice President — General Manager-Catalog, Internet from February 2000 to July 2002, and as Vice President and General Manager-Catalog from December 1998 to January 2000. Prior to joining the Company, Mr. Bracale was Vice President of Bass Pro Shops Catalog Division from 1995 to 1998.

Paula M. Damaso		Age 45

     Ms. Damaso has served as our Executive Vice President, Merchandising, Design and Fashion for Limited Too since November 2004. Previously, Ms. Damaso served as Executive Vice President of Merchandising from August 2004 until November 2004. Ms. Damaso served as Senior Vice President – General Merchandise Manager from February 2001 until August 2004, and as Vice President and Merchandise Manager from April 2000 until February 2001. Ms. Damaso joined the Company in 1998 as a Senior Buyer of Accessories, following 15 years in merchandising at Marshall Field’s Department Stores and a division of Limited Brands.

William E. May, Jr.		Age 57

     Mr. May has served as our Executive Vice President – Chief Operating Officer since February 2004 and as our Secretary and Treasurer since August 2004. Prior to joining the Company, Mr. May served as President and Chief Executive Officer, Wholesale for Fleming Companies, Inc. from June 2002 until November 2003. He also served as Vice President, Gap Global Distribution for Gap, Inc. from March 1999 until June 2002. Mr. May has also held roles as Executive Vice President/Chief Operating Officer for Nash Finch Company, Senior Vice President Operations, Marketing, Procurement and MIS for Spartan Stores and other executive positions in the food industry.

Joan E. Munnelly		Age 53

     Ms. Munnelly has served as our Executive Vice President, General Merchandise Manager of Merchandising, Design and Fashion for Justice since June 2003. Ms. Munnelly served as our Executive Vice President, General Merchandise Manager of Merchandising, Design and Fashion for Limited Too from August 2002 to June 2003. Ms. Munnelly served as Senior Vice President, General Merchandise Manager of Merchandising, Design and Fashion for Active and Sportswear from February 2000 to July 2002, and as Vice President — General Merchandise Manager of Active and Sportswear from September 1999 to January 2000. Prior to joining the Company, Ms. Munnelly was Vice President of Merchandising for Just Nikki and Velvet Pixies, divisions of Claire’s Inc. from June 1997 to September 1999. Ms. Munnelly also served as Merchandise Manager for United Retail Group from 1992 to 1995, and held merchandising positions of increasing responsibility with Macy’s from 1974 to 1992, culminating in her position as Vice President of Merchandising, Design, Product Development and Corporate Sourcing.

Ronald Sykes		Age 64

     Mr. Sykes has served as our Senior Vice President – Human Resources since October 2000. Prior to joining the Company, he was a principal since October 1999 at Walker-Sykes Associates, LLC, an executive search firm. Mr. Sykes owned his own executive search firm, Ron Sykes & Associates, from August 1998 to October 1999. From April 1995 to August 1998, he was a senior human resources executive with The Limited Stores Inc. Mr. Sykes has held similar positions with F & R Lazarus, Stride Rite Corporation, Jordan Marsh, A & S/Jordan Marsh, and Macy’s East.

Poe A. Timmons		Age 45

     Ms. Timmons has served as our Senior Vice President and Chief Financial Officer since June 2005. Prior to joining the Company, she served as Vice President of Finance of Safelite Group, Inc. from January 1996 until June 2005. Before joining Safelite Group, Inc., Ms. Timmons was a partner in audit services for Deloitte & Touche LLP.

Security Ownership of Directors and Management

     Below is a table with information providing the number of shares of Too, Inc.’s common stock beneficially owned by each of the directors of the Company, executive officers listed in the Summary Compensation Table below, and all of the directors and executive officers of Too, Inc. as a group.

		Number of
		Shares of Common
		Stock Beneficially				Percent
Name		Owned(1)(2)				of Class
Sally A. Boyer			183,986	(3)			*
Scott M. Bracale			108,160	(4)			*
Paula M. Damaso			48,703	(5)			*
Elizabeth M. Eveillard			11,250	(6)			*
Nancy J. Kramer			39,500	(7)			*
David A. Krinsky			39,500	(8)			*
Philip E. Mallott			37,505	(9)			*
William E. May, Jr.			22,189	(10)			*
Michael W. Rayden			601,086	(11)			1.8	%
Fredric M. Roberts			8,250	(12)			*
Kenneth J. Strottman			52,000	(13)			*
All directors and executive officers as a group (14 persons)			1,275,371	(14)			3.7	%

EXECUTIVE COMPENSATION

     The following table shows the compensation paid by Too, Inc. to each of the named executive officers of the Company for each of the last three fiscal years.

Summary Compensation Table

																		Long-term
						Annual Compensation												Compensation Awards
														Other												All Other
														Annual								Securities				Compen-
		Fiscal												Compensa-				Restricted				Underlying				sation
		Year				Salary($)(1)				Bonus($)(2)				tion($)(3)				Awards($)(4)				Options				($)(5)
Michael W. Rayden			2005				1,050,000				2,399,040				110,875				7,692,503				44,602				603,535
Chairman of the Board, Chief			2004				1,140,000				1,980,000				157,332				341,460				50,000				312,232
Executive Officer and			2003				1,044,231				—				80,128				—				125,000				512,877
President
William E. May, Jr.(6)			2005				488,269				653,072				240				147,606				12,500				76,694
Executive Vice President –			2004				463,462				523,750				—				—				75,000				113,754
Chief Operating Officer,			2003				—				—				—				—				—				—
Treasurer and Secretary
Sally A. Boyer			2005				445,003				586,432				3,019				147,606				12,500				164,577
President and General Manager –			2004				441,800				462,800				784				84,959				12,500				96,116
Justice Stores			2003				420,000				—				1,441				399,000				—				136,969
Scott M. Bracale			2005				453,846				556,920				3,878				147,606				12,500				189,170
Executive Vice President –			2004				434,500				445,000				1,377				84,959				12,500				134,739
Marketing, Web, Catalog,			2003				400,000				—				—				399,000				—				17,866
Partnerships and International
Licensing
Paula M. Damaso			2005				400,000				456,960				2,434				130,007				9,204				135,644
Executive Vice President,			2004				377,179				363,000				535				68,292				10,000				71,396
Merchandising, Design and			2003				317,692				—				949				—				12,000				92,013
Fashion – Limited Too

Stock Options

     The following table shows certain information regarding stock options granted to the executive officers named in the Summary Compensation Table during the 2005 fiscal year.

Options Granted in Fiscal Year 2005

		Individual Grants																Potential Realizable
																		At Assumed
		Number of				% of Total												Annual Rates
		Securities				Options				Exercise								of Stock Price
		Underlying				Granted To				or								Appreciation For
		Options				Employees in				Base Price				Expiration				Option Terms($)(1)
Name		Granted				Fiscal Year				($/Share)				Date				5%				10%
Michael W. Rayden			44,602				27.3	%			28.25				2/15/15				792,411				2,008,126
William E. May, Jr.			12,500				7.6	%			28.25				2/15/15				222,078				562,790
Sally A. Boyer			12,500				7.6	%			28.25				2/15/15				222,078				562,790
Scott M. Bracale			12,500				7.6	%			28.25				2/15/15				222,078				562,790
Paula M. Damaso			9,204				5.6	%			28.25				2/15/15				163,521				414,394

     The following table provides certain information regarding the value of stock options at the end of the fiscal year held by the executive officers named in the Summary Compensation Table:

Aggregated Option Exercises in 2005 Fiscal Year
and Fiscal Year-End Option Values

										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money
		Shares				Value				Options at Fiscal								Options at Fiscal
		Acquired on				Realized				Year-End(#)(2)								Year-End($)(3)
Name		Exercise (#)				($)(1)				Exercisable				Unexercisable				Exercisable				Unexercisable
Michael W. Rayden			378,147				6,750,094				275,000				169,602				448,750				1,382,111
William E. May, Jr.			18,750				180,563				0				68,750				0				579,813
Sally A. Boyer			21,999				290,067				138,972				38,125				956,936				162,500
Scott M. Bracale			23,136				315,489				81,615				33,125				400,542				149,375
Paula M. Damaso			19,304				262,135				31,251				26,454				54,451				185,974

(1)		Value realized was calculated based on the number of shares exercised multiplied by the excess of the fair market value of a share of Too, Inc. common stock on the date of exercise over the exercise price of the stock option.
(2)		Represents exercisable and unexercisable Too, Inc. stock options for the individual as of January 28, 2006.

 

Equity Compensation Plan Information

     The following table sets forth additional information as of January 28, 2006, concerning shares of our common stock that may be issued upon the exercise of options and other rights under our existing equity compensation plans and arrangements, divided between plans approved by our stockholders and plans or arrangements not submitted to our stockholders for approval. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options and other rights and the number of shares remaining available for future grants excluding the shares to be issued upon exercise of outstanding options, warrants, and other rights.

Number of securities

remaining available for

Number of Securities to

issuance under equity

be issued upon exercise

Weighted-average exercise

compensation plans

of outstanding options,

price of outstanding options,

(excluding securities

warrants and rights

warrants and rights

reflected in column(a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

1,711,663

$

23.02

2,284,515

Equity compensation plans not approved by security holders

—

—

—

Total

1,711,663

$

23.02

2,284,515

Director Compensation

     Associates and officers who are directors receive no additional compensation for services as directors. Cash compensation for non-associate directors includes the following:

	•		an annual retainer of $35,000 for service on the Board of Directors, paid quarterly in arrears;
	•		an annual retainer of $7,500 for service as Chairman of the Audit Committee, payable quarterly in arrears;
	•		an annual retainer of $4,000 for service as Chairman of the Compensation Committee, payable quarterly in arrears;
	•		$1,500 for each Board meeting attended; and
	•		$1,000 for each committee meeting attended.

     In addition, under our 2005 Stock Plan for Non-Associate Directors, each director who is not an associate of our Company receives:

	•		upon a director’s election to the Board, an initial grant to purchase 10,000 shares of our common stock;
	•		an annual grant of options to purchase 10,000 shares of our common stock at a price equal to the fair market value of the shares at the grant date; and
	•		after three years of service as a director, a one-time grant of options to purchase 15,000 shares.

Employment Agreements with Certain Executive Officers

     We entered into amended and restated employment agreements with Mr. Rayden, Ms. Boyer, Mr. Bracale, Ms. Damaso, Ms. Munnelly, and Mr. Sykes effective September 15, 2003. The Company entered into an employment agreement with Mr. May effective February 23, 2004. Except for Mr. Rayden, whose agreement has an initial term of five years, each agreement has an initial term of three years, after which it will renew automatically for additional one year periods on the same terms and conditions, unless either party provides notice to the other of an intention not to extend it at least 90 days prior to the anniversary date. Furthermore, if a change in control (as defined in the agreement) occurs during the term of the agreement, the term of the agreement will be extended for two years from the date of the change in control.

     Each employment agreement provides for a minimum annual base salary, plus any increases in base compensation as may be authorized by the Board of Directors after the date of the agreement. The agreements also provide for each officer’s continued participation in the Company’s incentive compensation and stock option plans and other benefits as described in the agreements.

     The employment agreements require the Company to compensate each officer and provide him or her with certain benefits if his or her employment is terminated before the agreement expires. The compensation and benefits each officer is entitled to receive vary depending upon whether his or her employment is terminated: (1) by the Company for cause (as defined in the officer’s agreement), or voluntarily by the officer, or in the case of Mr. Rayden, other than for good reason (as defined in his agreement); (2) by the Company other than for cause, or in the case of Mr. Rayden, for good reason; (3) involuntarily due to disability; (4) upon retirement; or (5) upon the officer’s death, under which circumstance the applicable compensation and benefits are payable to the officer’s beneficiaries.

     If the officer’s employment is terminated by the Company for cause, voluntarily by the officer, or in the case of Mr. Rayden, if his employment is terminated by the Company for cause or by Mr. Rayden for other than good reason (as defined in his agreement), the officer’s severance benefits payable under the employment agreement will include:

	•		any accrued base salary and accrued vacation not paid as of the termination date;
	•		vested benefits as of the termination date under the Company’s benefit, retirement, incentive and other plans; and
	•		in Mr. Rayden’s case, continued payment of life insurance premiums through the end of the calendar year.

     If the officer’s employment is terminated by the Company other than for cause, or in the case of Mr. Rayden, for good reason (as defined in his agreement), the officer’s severance benefits payable under the employment agreement will include:

	•		any accrued base salary and accrued vacation not paid as of the termination date;
	•		a pro-rated bonus amount;
	•		vested benefits as of the termination date under the Company’s benefit, retirement, incentive and other plans;
	•		continued payment of 100% of base salary for 12 months for Mr. Sykes, Ms. Damaso and Ms. Munnelly, continued payment of 100% of base salary for 18 months for Ms. Boyer, Mr. May and Mr. Bracale and, in the case of Mr. Rayden, a lump sum amount equal to two times the sum of (i) base salary and (ii) the greater of Mr. Rayden’s (a) annual par target bonus opportunity in the year of termination or (b) the actual annual bonus earned by Mr. Rayden in the year prior to the year of termination;
	•		continued insurance benefits for one year for Mr. Sykes, Ms. Damaso and Ms. Munnelly, 18 months for Ms. Boyer, Mr. May and Mr. Bracale and, in Mr. Rayden’s case, two years;
	•		outplacement services and related travel costs up to a maximum of $10,000 (or, in Mr. Rayden’s case, $30,000);
	•		acceleration of vesting of stock awards by 12 additional months for Ms. Boyer, Mr. May and Mr. Bracale and, in Mr. Rayden’s case, acceleration of vesting stock awards by 24 additional months and continued payment of life insurance premiums through the end of the calendar year; and

•

employment continuation period for disability benefits for one year for Mses. Boyer, Damaso and Munnelly, and Messrs. May, Bracale and Sykes.

     If the officer’s employment is terminated involuntarily due to disability, the officer’s severance benefits payable under the employment agreement will include:

	•		any accrued base salary and accrued vacation not paid as of the disability date;
	•		a pro-rated bonus amount;
	•		vested benefits as of the termination date under the Company’s benefit, retirement, incentive and other plans;
	•		100%, 80% and 60%, respectively, of base salary for the first, second and third 12 months following the disability date (reduced by amounts received by the officer under the Company’s disability plans);
	•		additional salary benefits if the officer is disabled beyond 36 months; and
	•		in Mr. Rayden’s case, continued payment of life insurance premiums through the end of the calendar year.

Notwithstanding the above, the salary continuation payments will cease upon the earlier of (a) the disability ceasing to exist or (b) the officer’s retirement.

     If the officer’s employment is terminated by reason of his or her retirement, the officer’s severance benefits will include the following:

	•		accrued base salary and accrued vacation not paid as of the termination date;
	•		a pro-rated bonus amount; and
	•		vested benefits as of the termination date under the Company’s benefit, retirement, incentive and other plans.

     If the officer’s employment is terminated by reason of his or her death, the Company’s sole obligation will be to pay the officer’s spouse, estate or designated beneficiary, as the case may be, the same amounts due the officer if he or she had retired, as described above.

     The employment agreements also prohibit the officer from becoming directly or indirectly connected with any business or entity that competes directly or indirectly with the Company during the officer’s employment with the Company and for a period of one year (or in the case of Mr. Rayden, two years) from the date of termination if employment is terminated: (1) by the Company for any reason, (2) by the officer for any reason, or (3) by reason of either the Company’s or the officer’s decision not to extend the term of the agreement. Mr. Rayden’s non-competition period will terminate after a change in control, upon a termination by the Company for other than cause, or upon a termination by Mr. Rayden for good reason. The non-competition periods of the other officers will terminate upon termination by the Company other than for cause after a change in control, or by the officer for good reason after a change in control.

     We also entered into executive agreements with Mr. Rayden, Ms. Boyer, Mr. Bracale, Ms. Damaso and Ms. Munnelly effective September 15, 2000, with Mr. Sykes effective October 30, 2000, and with Mr. May effective February 23, 2004. Each agreement has an initial term of three years, after which it will renew automatically for additional one year periods on the same terms and conditions, unless the Company provides notice to the officer of an intention not to extend the executive agreement at least 30 days prior to the anniversary date. Furthermore, if a change in control (as defined in the executive agreement) occurs during the term of the executive agreement, the term of the agreement will be extended for two years from the date of the change in control.

     Under each executive agreement, the Company must provide severance benefits to the officer if his or her employment is terminated (other than on account of death or disability or for cause):

•

by the Company at any time six months prior to a change in control if such termination was in contemplation of such change in control and was done to avoid the effects of the agreement;

	•		by the Company within 24 months after a change in control;
	•		by the officer for good reason (as defined in the executive agreement) at any time within 24 months after a change in control; or
	•		in the case of Mr. Rayden, by him with or without good reason during the period beginning on the one year anniversary date of a change in control and lasting for 30 days.

     In addition to accrued compensation, bonuses, vested benefits and stock options, the officer’s severance benefits payable under the executive agreement include:

	•		a lump sum cash payment equal to the sum of: (1) any accrued base salary and vacation time payable as of the termination and (2) the officer’s base annual salary (as defined in the agreement) multiplied by three;
	•		a lump sum cash payment equal to the sum of: (1) the pro-rated bonus amount (as defined in the agreement) and (2) the highest annual incentive compensation to which the officer would be entitled multiplied by three;
	•		36 months of continued insurance benefits;
	•		outplacement services and related travel costs up to a maximum of $10,000 (or, in Mr. Rayden’s case, $60,000).

     Under the executive agreements, a change in control shall be deemed to occur upon: (1) the acquisition by any person of 25% or more of the voting power of the Company’s outstanding securities; (2) a merger or consolidation of the Company; (3) a sale of 50% or more of the Company’s assets; (4) the liquidation or dissolution of the Company; or (5) any transaction that has the same effect as any of the foregoing.

     We entered into a letter agreement with Poe A. Timmons effective June 1, 2005. The agreement provides for an annual base salary, with potential adjustments based upon annual reviews. The agreement also provides for Ms. Timmons’ continued participation in the Company’s incentive compensation and stock option plans and other benefits as described in the agreement. We also entered into separation pay, confidentiality and non-competition agreement with Ms. Timmons effective June 10, 2005. Under the agreement, if Ms. Timmons’ employment is terminated other than for cause, the Company has agreed to pay Ms. Timmons her weekly base salary for a period of 52 weeks, minus the deductions required by law and subject to a deduction of any salary or compensation earned from other employment or self-employment during that 52-week period.

Related Party Transactions

     The Company entered into an employment arrangement with Charles Strottman, son of director Kenneth J. Strottman. Charles Strottman is employed by the Company as Director of Marketing, a non-executive position, with annual compensation in excess of $60,000. The Company finds that the terms of his employment are reasonable and consistent with the terms of employment that are offered to similarly situated associates.

     The following Compensation Committee Report, Performance Graph, and Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

REPORT OF THE COMPENSATION COMMITTEE

     Our Compensation Committee has the power, among other things, to do the following:

	•		review and approve our executive compensation philosophy and policies and the application of such policies to the compensation of our executive officers;
	•		determine the annual salary, bonus, stock grants and options, and other benefits, direct and indirect, of our executives officers;
	•		review new executive compensation programs;
	•		establish and periodically review policies for the administration of our executive compensation programs; and
	•		approve certain employment arrangements with new employees.

Compensation Philosophy

     We seek to apply a consistent compensation philosophy for all of our leadership group associates, including our executive officers. The primary goals of our compensation program are to:

	•		attract and retain qualified executives;
	•		reward current and past individual performance;
	•		provide short-term and long-term incentives for good and excellent future performance; and
	•		link total compensation for individual performance and our performance to enhance stockholder value.

     Accordingly, we have structured total compensation for our leadership group associates to provide a portion of the compensation as fixed compensation and a portion of the compensation as a variable amount based on performance. Our philosophy is built on the following basic principles:

•

To Pay for Performance

     We believe in paying for results. Individuals in leadership roles are compensated based on a combination of total Company, business unit and individual performance factors. Total Company performance is evaluated primarily based on the degree by which financial targets are met or exceeded. In addition, a significant portion of total compensation is in the form of equity-based awards, which ties into increases in stockholder value.

•

To Pay Competitively

     We are committed to providing a total compensation program designed to attract the best senior leaders to our business and retain the best and most consistent performers. To achieve this goal, we will periodically compare our pay practices and overall pay levels with other leading retail, and where appropriate, non-retail companies, and adjust our compensation guidelines based on this review.

•

To Pay Equitably

     We believe that it is important to apply generally consistent guidelines for substantially all associate compensation programs across our Company, considering the size of unit, area of responsibility, complexity, development stage, and performance of our Company, along with the performance of the individual executive.

Principal Compensation Elements

     The principal elements of our executive compensation packages are base salary, performance-based cash incentive compensation, and equity-based long-term incentive programs.

     Base Salary

     The Committee annually reviews and approves the employment of each executive officer, including the base salary. The Committee considers an individual’s qualifications and experience in setting an initial base salary. In determining salary adjustments, the Committee considers the size and responsibility of the individual’s position, the business unit’s overall performance, the individual’s overall performance and future potential, and the base salaries paid by competitors to employees in comparable positions. Individual performance is measured against the following factors: seasonal and annual business goals, business growth and brand execution goals, and the recruitment and development of future leadership talent. The Committee considers these factors subjectively in the aggregate, and accords none a formula weight.

     Performance-Based Cash Incentive Compensation

     We have employed a performance-based cash incentive compensation program for specified key leadership positions along with certain other members of the Company’s management that provides for incentive payments based on the level of achievement of pre-established financial goals for each six-month operating season. The goals under this plan for spring 2005 and fall 2005 were based on operating income. Goals, however, also may be based on other financial measures, including the price of the Company’s or an affiliate’s common stock, stockholder return, return on equity, return on investment, return on capital, sales productivity, comparable store sales growth, economic profit, economic value added, net income, gross margin, sales, free cash flow, earnings per share, operating company contribution or market share. These goals are generally determined prior to or near the beginning of each season, and are based on an analysis of historical performance and growth expectations for our business, expectations of the public markets and progress toward achieving our long-range strategic plan for the business. Target cash incentive compensation opportunities are established annually for eligible executives stated as a specific percentage of base salary, ranging from 10 percent to 150 percent of base salary. The amount of incentive compensation paid to participating executives can range from zero to double their targets, based upon the extent to which performance goals are achieved or exceeded. The maximum amount payable to any participant may not exceed $3,000,000 in any year under the incentive program.

     Equity-Based Incentive Programs

     The Committee believes that continued emphasis on equity-based compensation opportunities encourages performance that enhances stockholder value, thereby further linking leadership and stockholder objectives. We believe that the magnitude and vesting schedule of the award also serve to retain key performers.

     The award opportunity level for each eligible participant depends on the individual’s responsibility level and potential within the Company, competitive practices, and the market price of our common stock.

     In 2005, the Company awarded restricted stock awards or stock options to key executives in the amounts set forth in the Summary Compensation Table on page 9 and the Option Grants in Fiscal Year 2005 table on page 11. The restricted stock awards are based on the achievement of certain pre-established financial goals. The option program utilizes vesting periods to encourage retention of key executives. The exercise price for each option granted equals the fair market value of the underlying common stock on the date of grant.

CEO Compensation

     We entered into an employment agreement with Mr. Rayden, effective September 15, 2003. Under the terms of his employment agreement, Mr. Rayden may receive equity compensation such as restricted stock, stock options, and deferred compensation at the Compensation Committee’s discretion. The terms of Mr. Rayden’s employment agreement are described above in this proxy statement under the section entitled “Employment Agreements with Certain Executive Officers.”

     In February 2005, the Company awarded 44,602 stock option shares in Too, Inc. to Mr. Rayden.

Section 162(m)

     Internal Revenue Code Section 162(m) bars a deduction to any publicly held corporation for compensation paid to a “covered employee” in excess of $1 million per year unless performance criteria are set by the Compensation Committee within 90 days prior to the beginning of a performance period (or such earlier or later date as is permitted by Section 162(m)). Generally, we intend that compensation paid to our “covered employees” shall be deductible to the fullest extent permitted by law. We may make payments that are not fully deductible if, in our judgment, such payments are necessary to achieve our compensation objectives and to protect stockholder interests.

		Compensation Committee
		Fredric M. Roberts, Chairman
		Nancy J. Kramer
		Elizabeth M. Eveillard

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Fredric M. Roberts, Nancy J. Kramer, and Elizabeth M. Eveillard, who are not employees of the Company, are members of the Compensation Committee. Kenneth J. Strottman was also a member of the Compensation Committee until May 2005 when he was replaced by Ms. Eveillard. Since 1993, Mr. Rayden has served as a member of the advisory board of Strottman International, Inc., a privately held company, of which Mr. Strottman is President and Chief Executive Officer. In his capacity as an advisory board member, Mr. Rayden has no power to direct the activities of Strottman International, Inc. or to set the compensation of Mr. Strottman.

STOCKHOLDER RETURN GRAPH

     The following graph shows a comparison, over a five-year period, of the cumulative total return for Too, Inc. common stock, the Standard & Poor’s SmallCap 600 Index and the Standard & Poor’s Apparel Retail Index, each of which assumes an initial investment value of $100 on February 3, 2001, in the common stock of the Company, and in the Standard & Poor’s SmallCap 600 Index and the Standard & Poor’s Apparel Retail Index. The comparison also assumes the reinvestment of any dividends.

Total Return To Shareholders
(Includes reinvestment of dividends)

		ANNUAL RETURN PERCENTAGE
		Years Ending
Company / Index		2/2/02				2/1/03				1/31/04				1/29/05				1/28/06
TOO, INC			46.02				-38.70				-8.11				74.18				7.32
S&P SMALLCAP 600 INDEX			2.84				-17.47				47.86				14.20				21.10
S&P APPAREL RETAIL			-29.55				2.18				31.54				19.69				-7.04

		INDEXED RETURNS
		Years Ending
		Base
		Period
Company / Index		2/3/01				2/2/02				2/1/03				1/31/04				1/29/05				1/28/06
TOO, INC			100				146.02				89.52				82.26				143.28				153.76
S&P SMALLCAP 600 INDEX			100				102.84				84.87				125.49				143.31				173.54
S&P APPAREL RETAIL			100				70.45				71.99				94.70				113.34				105.37

AUDIT COMMITTEE REPORT

     The primary responsibility of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating primarily to the quality and integrity of Too, Inc.’s financial reporting process and reports, its systems of internal accounting and controls, and the independent audit of its financial statements. Management is responsible for preparing the financial statements, and the outside auditor is responsible for auditing those financial statements. The Audit Committee, which consists of three independent directors, functions in accordance with a written charter adopted by the Board of Directors. The Amended and Restated Audit Committee Charter is available on the Company’s Corporate Governance page on its website at www.tooinc.com. The Charter requires the Audit Committee to perform a self-assessment and review the Charter annually.

     In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended January 28, 2006, with management and the outside auditors, including their judgment about the quality and appropriateness of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addition, the Audit Committee discussed with the outside auditors the matters required to be communicated under generally accepted auditing standards by Statement on Auditing Standards 61. The Audit Committee also discussed with the outside auditors the auditors’ independence from management and the Company, and discussed the matters contained in the outside auditors’ formal written statement received by the Company and required by the Independence Standards Board Standard No. 1.

     The Audit Committee discussed with the Company’s outside auditors the overall scope and plan for their audit. The Audit Committee met separately with the outside auditors, with and without management present, to discuss the results of their examinations, including the integrity, adequacy, and effectiveness of the accounting and financial reporting processes and controls, and the overall quality of Too, Inc.’s reporting.

     In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended January 28, 2006, for filing with the Securities and Exchange Commission.

     During the course of the fiscal year ended January 28, 2006, management completed the documentation, testing and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Committee was apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Committee received periodic updates provided by management and PricewaterhouseCoopers LLP at each regularly scheduled Committee meeting. The Committee also reviewed the report of management contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm included in the Company’s Annual Report on Form 10-K related to its audit of (i) the Company’s consolidated financial statements and financial statement schedule, (ii) management’s assessment of the effectiveness of internal control over financial reporting, and (iii) the effectiveness of internal control over financial reporting. The Committee continues to oversee the Company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in fiscal 2006.

		Audit Committee
		Philip E. Mallott, Chairman
		Elizabeth M. Eveillard
		David A. Krinsky

SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS

     The following table shows the names of owners of the Company’s common stock who, on February 28, 2006 (unless otherwise noted), were known by Too, Inc. to be beneficial owners of more than 5% of the shares of common stock of the Company.

		Amount
		Beneficially				Percent
Name and Address of Beneficial Owner		Owned(1)				of Class(2)
Snow Capital Management, L.P.			2,975,578	(3)			8.9	%
2100 Georgetowne Drive, Suite 400
Sewickley, Pennsylvania 15143
JPMorgan Chase & Co.			1,698,244	(4)			5.0	%
270 Park Avenue
New York, New York 10017

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors, and greater than 10% stockholders to file reports of ownership and changes in ownership of the Company’s securities with the Securities and Exchange Commission. SEC regulations require that copies of the reports be provided to the Company. Based solely on our review of such reports, we believe that all reporting persons complied with all filing requirements during the fiscal year ended January 28, 2006, except for one late Form 4 filing for Ms. Munnelly.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     PricewaterhouseCoopers LLP (“PwC”) served as the independent registered public accounting firm for the Company for the 2005 fiscal year and throughout the periods covered by the consolidated financial statements. Representatives of PwC are expected to attend the annual meeting in order to respond to questions from stockholders, and they will have the opportunity to make a statement.

     On February 9, 2006, the Audit Committee of the Board of Directors of the Company determined that it would dismiss PwC as the Company’s independent registered public accounting firm upon completion by PwC of its procedures on the Company’s financial statements as of and for the fiscal year ended January 28, 2006 and the Form 10-K in which such financial statements will be included. Upon completion of such procedures by PwC, the Company will file an

amendment to the Current Report on Form 8-K, filed on February 15, 2006, with an update of the disclosures required by Items 304(a)(1)(ii), (iv) and (v) of Regulation S-K through the date of completion of such procedures.

     PwC’s reports on the Company’s consolidated financial statements for the fiscal years ended January 29, 2005 and January 31, 2004, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

     During the Company’s fiscal years ended January 29, 2005 and January 31, 2004, and through February 9, 2006, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in its report on the Company’s consolidated financial statements for such years. There were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K), except for a material weakness in the Company’s internal control over the selection and application of our lease accounting policies, which failed to identify misstatements in property and equipment, deferred credits from landlords, rent expense, depreciation expense and the related impact of these items on cash provided by operating activities and cash used for investing activities (the “Material Weakness”), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005 (the “2004 Form 10-K”). PwC discussed the Material Weakness with the Audit Committee during the Company’s preparation of the 2004 Form 10-K. As reported in the Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2005, the Material Weakness was remediated. The Company has authorized PwC to respond fully to any inquiries by the successor independent registered public accounting firm relating to the Material Weakness.

     The Company requested PwC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether PwC agreed with the above statements. A copy of PwC’s letter was filed as Exhibit 16.1 to Amendment No. 1 to the Current Report on Form 8-K filed on February 24, 2006.

     On February 14, 2006, the Audit Committee approved the engagement of Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2007. The decision to appoint Deloitte & Touche as the Company’s independent registered public accounting firm was made by the Audit Committee and was the result of a competitive review process involving several accounting firms.

     During the Company’s fiscal years ended January 29, 2005 and January 31, 2004, and through February 9, 2006, neither the Company nor anyone on its behalf consulted with Deloitte & Touche regarding any of the matters or events set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Audit Committee of the Board of Directors has selected, subject to the ratification of the stockholders of the Company, Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the 2006 fiscal year. It is intended that persons acting under the accompanying proxy will vote the shares represented thereby in favor of ratification of such appointment. It is anticipated that representatives of Deloitte & Touche LLP will be present at the annual meeting to respond to appropriate questions and to make a statement if such representatives so desire. Deloitte & Touche LLP has not performed audits of the Company in the past.

     Ratification of the selection of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of common stock voting on the matter. Abstentions have the same effect as votes cast against ratification, and broker non-votes have no effect. Unless a contrary choice is specified, proxies solicited by the Board of Directors will be voted for ratification of the selection of the independent registered public accounting firm.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2006 FISCAL YEAR.

FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The following table shows the aggregate fees billed to the Company by its former independent registered public accounting firm, PwC, for services rendered during the fiscal years ended January 28, 2006 and January 29, 2005.

		Fiscal Year Ended
		January 28,				January 29,
		2006				2005
Audit Fees(1)		$	838,554			$	900,975
Audit-Related Fees(2)			159,743				154,524
Tax Fees(3)			330,810				20,940
All Other Fees			—				—

The Audit Committee has considered whether the provision of services other than those performed in connection with the “Audit Fees” above is compatible with maintaining the principal accountant’s independence.

     The Audit Committee has a policy that the Committee will pre-approve all audit and non-audit services provided by the independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to a member of the Committee. The decisions of the member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting. The Audit Committee has delegated pre-approval authority to the Chairman.

STOCKHOLDER PROPOSALS

     Stockholder proposals to be included in the proxy statement for the 2007 Annual Meeting of Stockholders should be submitted to the Secretary of the Company at our corporate offices by December 15, 2006, but not before November 15, 2006. The Company may omit from the proxy statement and form of proxy relating to the next annual meeting of stockholders any proposals that are not received by the Secretary by December 15, 2006, or which are received before November 15, 2006. Any stockholder proposal submitted outside the processes of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for presentation at our 2007 Annual Meeting will be considered untimely for purposes of Rule 14a-4 and 14a-5 if notice thereof is received by the Company after February 27, 2007. To be submitted at the meeting, any such proposal must be a proper subject for stockholder action under the laws of the State of Delaware.

     Stockholder nominations for the Board of Directors to be elected at the 2007 Annual Meeting of Stockholders should be submitted not less than 14 days, nor more than 50 days, before the 2007 Annual Meeting.

SOLICITATION EXPENSES

     The Company will pay the expense of preparing, assembling, printing and mailing the proxy form and the form of material used in solicitation of proxies. Our associates may solicit proxies by telephone, mail services, electronic mail, mailgram, facsimile, telegraph, cable and personal interview.

CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS

     The Securities and Exchange Commission has adopted amendments to its rules regarding delivery of proxy statements and annual reports to stockholders sharing the same address. We may now satisfy these delivery rules by delivering a single proxy statement and annual report to an address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant costs savings for us. To take advantage of this opportunity, we have delivered only one proxy statement and annual report to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We undertake to deliver promptly upon written or oral request a separate copy of the proxy statement or annual report, as requested, to a stockholder at a shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of a proxy statement or annual report, either now or in the future, you can request a separate copy of the proxy statement or annual report by writing to us at the following address: Investor Relations, Too, Inc., 8323 Walton Parkway, New Albany, Ohio 43054, Attention: Robert C. Atkinson, or by telephoning us at (614) 775-3500.

     If you are currently a stockholder sharing an address with another Too, Inc. stockholder and wish to have your future proxy statements and annual reports householded, please contact Investor Relations at the above address or telephone number.

OTHER MATTERS

     Copies of the exhibits to our 2005 Annual Report on Form 10-K may be downloaded from our corporate website, www.tooinc.com. Printed copies are also available, at a reasonable charge for copying and mailing, by writing to us at the following address: Investor Relations, Too, Inc., 8323 Walton Parkway, New Albany, Ohio 43054, Attention: Robert C. Atkinson, or by telephoning us at (614) 775-3500.

     The Board of Directors knows of no other matters to be brought before the annual meeting. However, if other matters should come before the meeting, each of the persons named in the proxy intends to vote in accordance with their judgment on such matters.

		By Order of the Board of Directors,
		Michael W. Rayden
		Chairman, President & Chief Executive Officer

ANNUAL MEETING OF STOCKHOLDERS OF

TOO, INC.

		May 18, 2006

		PROXY VOTING INSTRUCTIONS

â  Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.   â

n

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1.

Election of Directors:

FOR

AGAINST

ABSTAIN

2.

Ratify the selection of Deloltte & Touche LLP as the Company’s Independent registered public accounting firm for the 2006 fiscal year.

o

o

o

NOMINEES:

o

FOR ALL NOMINEES

¡

Elizabeth M. Eveillard

¡

Nancy J. Kramer

o

WITHHOLD AUTHORITY FOR ALL NOMINEES

¡

Frederic M. Roberts

3.

To transact such other business properly coming before the meeting or adjournments thereof.

o

FOR ALL EXCEPT (See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: =

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

o

ANNUAL MEETING OF STOCKHOLDERS OF

TOO, INC.

		May 18, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

â  Please detach along perforated line and mail in the envelope provided. â

n

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1.

Election of Directors:

FOR

AGAINST

ABSTAIN

2.

Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2006 fiscal year.

o

o

o

NOMINEES:

o

FOR ALL NOMINEES

¡

Elizabeth M. Eveillard

¡

Nancy J. Kramer

o

WITHHOLD AUTHORITY FOR ALL NOMINEES

¡

Frederic M. Roberts

3.

To transact such other business properly coming before the meeting or adjournments thereof.

o

FOR ALL EXCEPT (See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: =

To change the address on your account, please check the box at right and Indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted vla this method.

o

      

				0

TOO, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Michael W. Rayden and William E. May, Jr., or either of them acting alone, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Too, Inc. (the “Company”) that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. Eastern Daylight Time on May 18, 2006, at the Company’s corporate offices located at 8323 Walton Parkway, New Albany, Ohio, and at any adjournment or postponement thereof.

THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2006 FISCAL YEAR.

PLEASE VOTE YOUR PROXY PROMPTLY BY FOLLOWING
THE VOTING INSTRUCTIONS ON THE REVERSE SIDE.