SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 11-K/A

(Mark One)

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

                   For the fiscal year ended December 31, 2001

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

         For the transition period from ______________ to ______________

                         Commission File Number: 1-14987

A. Full title of the plan and the address of the plan, if different from that of
   the issuer named below:

                      TOO, INC. SAVINGS AND RETIREMENT PLAN

B. Name and issuer of the securities held pursuant to the plan and the address
   of its principal executive office:

                                    TOO, INC.
                               8323 Walton Parkway
                             New Albany, Ohio 43054



                                 AMENDMENT NO. 1

                                       to

                           ANNUAL REPORT ON FORM 11-K

The Report of Independent Accountants on Page 2 of the Too, Inc. Savings and
Retirement Plan Financial Statements is hereby amended to include the conformed
signature of the Independent Accountants, which was previously inadvertently
omitted, and shall read in its entirety as follows:



                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Too, Inc. and the
Plan Administrator of the Too, Inc.
Savings and Retirement Plan:

We have audited the accompanying statements of net assets available for benefits
of the Too, Inc. Savings and Retirement Plan (the "Plan") as of December 31,
2001 and 2000, and the related statements of changes in net assets available for
benefits for the year then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
at end of year is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

/s/ Ary & Roepcke

Ary & Roepcke
Columbus, Ohio
June 19, 2002



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Too, Inc.
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.

Date: July 3, 2002
                                           TOO, INC. SAVINGS AND RETIREMENT PLAN
                                           (registrant)

                                           By /s/ RONALD SYKES
                                           -------------------------------------
                                           Ronald Sykes
                                           Chairperson of the Benefits
                                           Administrative Committee