Exhibit 10.3



                               THE LIMITED, INC.

                          Incentive Compensation Plan


     The Limited, Inc. Incentive Compensation Plan (the "Incentive Plan") is
intended to satisfy the applicable provisions of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code").  The Incentive Plan shall be
administered by the Compensation Committee (the "Committee") of the Board of
Directors of The Limited, Inc. (the "Company").  The Committee shall determine
which key executives of the Company with significant operating and financial
responsibility will be eligible to earn seasonal cash incentive compensation
payments to be paid twice each year under the Incentive Plan.

     Prior to the beginning of each spring and fall selling season, the
Committee may establish operating income and/or gross margin and/or sales
objectives for the Company.  These objectives must assume an increased
performance level, and be based on an analysis of historical performance and
growth expectations for the business, financial results of other comparable
businesses, and progress towards achieving the long-range strategic plan for the
business.  These objectives and determination of results are based entirely on
financial measures, and the Committee may not use any discretion to modify award
results.

     Annual incentive compensation targets may be established for eligible
executives ranging from 10% to 100% of base salary, as established under the
Company's pay guidelines.  Executives may earn their target incentive
compensation if the business achieves the established operating income and/or
gross margin and/or sales objectives.  The target incentive compensation
percentage for each executive will be based on the level and functional
responsibility of his or her position, size of the business for which the
executive is responsible, and competitive practices, in that order of priority.
The annual incentive compensation targets for the Company's eligible executive
officers required to be named in the Company's proxy statement may range from
50% to 100% of base salary.  The amount of incentive compensation paid to
participating executives may range from zero to double their targets, based upon
the extent to which operating income and/or gross

 
margin and/or sales objectives are achieved or exceeded.  The minimum level at
which a participating executive will earn any incentive payment, and the level
at which an executive will earn the maximum incentive payment of double the
target, must be established by the Committee prior to the commencement of each
bonus period.  Actual payouts must be based on a straight-line interpolation
based on these minimum and maximum levels and the target operating income and/or
gross margin and/or sales objectives.

     The maximum dollar amount to be paid for any year under the Incentive Plan
to any participant may not exceed $2,300,000.