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 8, 2003


                                    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 7, 2003, entitled
                               "Too, Inc. Reports Second Quarter 2003 Net Sales
                               and Revises Earnings per Share Outlook."


ITEM 9.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On August 7, 2003, Too, Inc. (the "Company") issued a press release
regarding actual net sales and certain projected financial results for the
quarter ended August 2, 2003. A copy of the Company's press release is furnished
as an exhibit to this Form 8-K and is incorporated herein by reference.

         This release contains GAAP financial measures and non-GAAP financial
measures where management believes it to be helpful in understanding the
Company's financial condition.

         The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements, including those related to expectations for
diluted earnings per share. 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 8, 2003                      By:  /s/ Kent A. Kleeberger
                                               -------------------------------
                                               Kent A. Kleeberger
                                               Executive Vice President, Chief
                                               Operating Officer, and Chief
                                               Financial Officer


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                                  EXHIBIT INDEX

Exhibit No.                                 Description

   99        *         Press Release, dated August 7, 2003, entitled "Too, Inc.
                       Reports Second Quarter 2003 Net Sales and Revises
                       Earnings per Share Outlook."

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



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