UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01 Regulation FD Disclosure.

     On June 21, 2006, Too, Inc. (the “Company”) issued a press release announcing that it is planning to change its corporate name to Tween Brands, Inc. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporate herein by reference.

     The information contained or incorporated by reference in this Form 8-K contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Such statements can be identified by the use of the forward-looking words “anticipate,” “estimate,” “project,” “target,” “believe,” “intend,” “expect,” “plan,” “hope,” “risk,” “could,” “pro forma” “potential” “outlook” or similar words. These statements discuss future expectations, contain projections regarding future developments, operations or financial conditions, or state other forward-looking information. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results for 2006 and beyond to differ materially from those expressed. The following factors, among others, could affect our future financial performance and cause actual future results to differ materially from those expressed or implied in any forward-looking statements included in this Form 8-K:

•

Changes in consumer spending patterns, consumer preferences and overall economic conditions;

•

Decline in the demand for our merchandise;

•

The impact of competition and pricing;

•

Effectiveness of our brand awareness and marketing programs;

•

A significant change in the regulatory environment applicable to our business;

•

Risks associated with our sourcing and logistics functions;

•

Changes in existing or potential trade restrictions, duties, tariffs or quotas;

•

Currency and exchange risks;

•

Availability of suitable store locations at appropriate terms;

•

Ability to develop new merchandise;

•

Ability to hire and train associates;

•

The potential impact of health concerns relating to severe infectious diseases, particularly on manufacturing operations of our vendors in Asia and elsewhere;

•

Acts of terrorism in the U.S. or worldwide; and

•

Other risks that may be described in other reports and filings we make 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. The inclusion of forward-looking statements should not be regarded a representation by us, or any other person, that our objectives will be achieved. The forward-looking statements made herein are based on information presently available to us, as the management of the Company. We assume no obligation to publicly update or revise our 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 9.01. Exhibits.

     (c) Exhibits.

	Exhibit No.		Description
	99.1 *		Press Release, dated June 21, 2006, entitled “Too Inc. Plans Name Change to Tween Brands Inc.”

___________________
* Furnished with this report.

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 hereunto duly authorized.

		TOO, INC.
Date: June 21, 2006		By:		/s/ Poe A. Timmons
				Poe A. Timmons Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.		Description
99.1 *		Press Release, dated June 21, 2006, entitled “Too Inc. Plans Name Change to Tween Brands Inc.”

___________________
* Furnished with this report.