<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED] 
For the fiscal year ended January 31, 1998
                          ----------------

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 (NO FEE REQUIRED) 
For the transition period from __________ to __________

                         Commission file number 1-13814
                                                -------

                              INTIMATE BRANDS, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                          <C>
                          Delaware                                                            31-1436998
---------------------------------------------------------------              -----------------------------------------------
(State or other jurisdiction of incorporation or organization)                    (I.R.S. Employer Identification No.)

    Three Limited Parkway, P.O. Box 16000, Columbus, Ohio                                        43216
---------------------------------------------------------------              -----------------------------------------------
           (Address of principal executive offices)                                            (Zip Code)
</TABLE>

Registrant's telephone number, including area code     (614) 415-8000
                                                       --------------

Securities registered pursuant to Section 12 (b) of the Act:
<TABLE>
<S>                                                        <C>  
Title of each class                                         Name of each exchange on which registered
------------------------------------------------------     ----------------------------------------------------------------
Class A Common Stock, $.01 Par Value                        The New York Stock Exchange
</TABLE>

Securities registered pursuant to Section 12 (g) of the Act:  None.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the proceeding 12 months and (2) has been subject to the filing
requirements for the past 90 days. Yes  X       No 
                                      -----       ------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of the Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
form 10-K.  X
           ---

Aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of April 17, 1998: $1,193,085,970

Number of shares outstanding of the registrant's Common Stock as of April 17,
1998: 42,326,775 shares of Class A common stock; 210,000,000 shares of Class B
common stock.

                      DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's annual report to shareholders for the fiscal year
ended January 31, 1998 are incorporated by reference into Part I, Part II and
Part IV, and portions of the registrant's proxy statement for the Annual Meeting
of Shareholders scheduled for May 18, 1998 are incorporated by reference into
Part III.


<PAGE>   2

                                     PART I.

ITEM 1.  BUSINESS.

GENERAL.

Intimate Brands, Inc., a Delaware corporation (the "Company"), is principally
engaged in the purchase, distribution and sale of lingerie, personal care
products and women's apparel. The Company's retail activities are conducted
under various trade names through retail stores and a catalogue division.
Apparel merchandise is targeted to appeal to customers in specialty markets who
have distinctive consumer characteristics. The Company's catalogue offers
variously priced women's fashion apparel, including lingerie, swimwear, shirts,
blouses, sweaters, pants, skirts, coats, dresses and shoes. In addition, the
Company's retail stores offer lingerie and accessories, fragrances, bath,
personal care products and specialty gift items.

DESCRIPTION OF OPERATIONS.

GENERAL.

The Company was incorporated on May 16, 1995, and on May 19, 1995 acquired the
assets and liabilities of the Intimate Brands businesses in exchange for 210
million shares of Class B common stock issued to The Limited, Inc. ("The
Limited"). An initial public offering of 42.7 million shares of the Company's
Class A common stock was consummated in the Fall of 1995 and, as a result,
approximately 83% of the outstanding common stock of the Company is owned by The
Limited.

As of January 31, 1998, the Company operated a retail lingerie business, a
catalogue lingerie and women's apparel business (Victoria's Secret Catalogue),
and a personal care business. The following chart reflects the number of stores
in operation at January 31, 1998 and February 1, 1997.
<TABLE>
<CAPTION>

                      Retail Business                                   Number of Stores
                      -------------------------------          -----------------------------------
                                                                January 31,         February 1,
                                                                    1998                1997
                                                               ---------------     ---------------
                      <S>                                      <C>                 <C>
                      Victoria's Secret Stores                            789                 736
                      Bath & Body Works                                   921                 750
                      Cacique *                                             -                 119
                      Penhaligon's  *                                       -                   4
                                                               ---------------     ---------------
                      Total                                             1,710               1,609
                                                               ===============     ===============
<FN>

                      *   Penhaligon's was sold in March 1997 and Cacique was
                          closed on January 31, 1998.

</TABLE>





                                       2
<PAGE>   3
\

The following table shows the changes in the number of retail stores operated by
the Company for the past five fiscal years:
<TABLE>
<CAPTION>

                   Fiscal Year       Beginning of
                                         Year              Opened           Closed          End of Year
                  --------------     --------------     -------------     ------------     ---------------

                      <S>                <C>                 <C>             <C>                <C>
                      1993                 743               155             (19)                 879
                      1994                 879               166              (8)               1,037
                      1995               1,037               260              (4)               1,293
                      1996               1,293               325              (9)               1,609
                      1997               1,609               233             132                1,710
</TABLE>

The Company also operates Gryphon Development, Inc. ("Gryphon"). Gryphon
creates, develops and sources a substantial portion of the bath and personal
care products sold by the Company.

During fiscal year 1997, the Company purchased merchandise from approximately
1,400 suppliers and factories located throughout the world. The Company sourced
approximately 20% of its merchandise through Mast Industries, Inc., a
wholly-owned contract manufacturing subsidiary of The Limited. In addition to
purchases from Mast, the Company purchases merchandise directly in foreign
markets, with additional merchandise purchased in the domestic market, some of
which is manufactured overseas. No more than 5% of goods purchased originated
from any single third party manufacturer.

Most of the merchandise and related materials for the Company's stores and
catalogue is shipped to distribution centers owned by The Limited in the
Columbus, Ohio area, where the merchandise is received and inspected. The
Limited uses common and contract carriers to distribute merchandise and related
materials to the Company's stores. The Company pays outbound freight for stores
to The Limited based on cartons shipped. The catalogue division contracts and
ships to its customers via independent third parties including the U.S. Postal
Service. The Company's divisions generally have independent distribution
capabilities and no division receives priority over any other division. There
are no distribution channels between the retail divisions.

The Company's policy is to maintain sufficient quantities of inventory on hand
in its retail stores and distribution centers so that it can offer customers a
full selection of current merchandise. The Company emphasizes rapid turnover and
takes markdowns where required to keep merchandise fresh and current with
fashion trends.

The Company views the retail apparel market as having two principal selling
seasons, Spring and Fall. As is consistent with the apparel industry, the
Company experiences its peak sales activity during the Fall season. This
seasonal sales pattern results in increased inventory during the Fall and
Christmas holiday selling periods. During fiscal year 1997, the highest
inventory level approximated $614 million at the November 1997 month-end and the
lowest inventory level approximated $406 million at the December 1997 month-end.

Merchandise sales are paid for in cash or by personal check, credit cards issued
by third parties or The Limited's 40% owned credit card processing venture,
Alliance Data Systems ("ADS"). ADS was formed in part from World Financial
Network National Bank ("WFNNB"), a wholly-owned subsidiary of The Limited prior
to January 1996, when a 60% interest was sold to a New York investment firm,
resulting in the formation of a venture that provides private-label and bank
card transaction processing and database management services to retailers,
including the Company's private-label card operations.

The Company offers its customers a liberal return policy stated as "No Sale is
Ever Final." The Company believes that certain of its competitors offer similar
credit card and service policies.



                                       3
<PAGE>   4

The following is a brief description of the Company's operating divisions,
including their respective target markets.

         Victoria's Secret Stores - The most successful brand of elegant
         intimate apparel, foundations and related products for women.

         Victoria's Secret Catalogue - The industry-leading catalogue of women's
         intimate and fashion apparel.

         Bath & Body Works - Healthy, natural, good-for-you personal care
         products and gifts from America's heartland.

Additional information about the Company's business, including its revenues and
profits for the last three years, plus selling square footage and other
information about each of the Company's operating divisions, is set forth under
the caption "Management's Discussion and Analysis" of the Intimate Brands, Inc.
1997 Annual Report to Shareholders, and is incorporated herein by reference.
Portions of the 1997 Annual Report are annexed hereto as Exhibit 13.

COMPETITION.

The sale of lingerie and personal care products through retail stores is a
highly competitive business with numerous competitors, including individual and
chain fashion specialty stores and department stores. Design, price, service,
selection and quality are the principal competitive factors in retail store
sales. The Company's catalogue business competes with numerous national and
regional catalogue merchandisers. Design, price, quality and catalogue
presentation are the principal competitive factors in catalogue sales.

The Company is unable to estimate the number of competitors or its relative
competitive position due to the large number of companies selling apparel,
lingerie and personal care products. However, the Company estimates its total
share of the domestic lingerie market at approximately 10% and its share of the
domestic personal care market at 6%.

ASSOCIATE RELATIONS.

On January 31, 1998, the Company employed approximately 50,000 associates,
42,000 of whom were part-time. In addition, temporary associates are hired
during peak periods, such as the Holiday season.

ITEM 2. PROPERTIES

The Company's business is principally conducted from office, distribution and
shipping facilities located in the Columbus, Ohio area. Additional facilities
are located in New York City, New York, Kettering, Ohio, Rio Rancho, New Mexico,
London, England, Tokyo, Japan and Paris, France.

The distribution and shipping facilities are owned by The Limited and are leased
by the Company under fifteen year leases, with options to renew.

Substantially all of the retail stores operated by the Company are located in
leased facilities, primarily in shopping centers throughout the continental
United States. The leases expire at various dates principally between 1998 and
2017 and generally have renewal options.

Typically, when space is leased for a retail store in a shopping center, all
improvements, including interior walls, floors, ceilings, fixtures and
decorations, are supplied by the tenant. In certain cases, the landlord of the
property may provide a construction allowance to fund all or a portion of the
cost of improvements. The cost of improvements varies widely, depending on the
size and location of the store. 


                                       4
<PAGE>   5

Rental terms for locations usually include a fixed minimum rent plus a
percentage of sales in excess of a specified amount. Certain operating costs
such as common area maintenance, utilities, insurance and taxes are typically
paid by tenants.

ITEM 3. LEGAL PROCEEDINGS.

The Company is a defendant in a variety of lawsuits arising in the ordinary
course of business.

On November 13, 1997, the United States District Court for the Southern District
of Ohio, Eastern Division, dismissed with prejudice an amended complaint that
had been filed against the Company, The Limited and certain of The Limited's
other subsidiaries by the American Textile Manufacturers Institute ("ATMI"), a
textile industry trade association. The amended complaint alleged that the
defendants violated the federal False Claims Act by submitting false country of
origin records to the US Customs Service. On November 26, 1997, ATMI served a
motion to alter or amend judgement and a motion to disqualify the presiding
judge and to vacate the order of dismissal. The motion to disqualify was denied
on December 22, 1997, but as a matter of his personal discretion, the presiding
judge elected to recuse himself from further proceedings and this matter has
been transferred to another judge of the United States District Court for the
Southern District of Ohio. On January 8, 1998, ATMI filed a second motion to
vacate and a motion for leave to file a second amended complaint. The Company
has vigorously opposed all of the pending motions.

Although it is not possible to predict with certainty the eventual outcome of
any litigation, in the opinion of management, the foregoing proceedings are not
expected to have a material adverse effect on the Company's financial position
or results of operations. 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.





                                       5
<PAGE>   6


SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.

Set forth below is certain information regarding the executive officers of the
Company as of January 31, 1998.

Leslie H. Wexner, 60, has been Chairman of the Board and Chief Executive Officer
of the Company since 1995. Mr. Wexner has been President and Chief Executive
Officer of The Limited since he founded The Limited in 1963 and has been
Chairman of the Board of Directors of The Limited for more than five years.

Kenneth B. Gilman, 51, has been Executive Vice Chairman and Chief Administrative
Officer of The Limited since June 25, 1997. Mr. Gilman was Executive Vice
Chairman and Chief Financial Officer of the Limited from June 1993 to June 1997
and was Executive Vice President and Chief Financial Officer of The Limited for
more than five years prior thereto.

Cynthia A. Fields, 48, has been President and Chief Executive Officer of
Victoria's Secret Catalogue since August 1988, and assumed such position with
the Company in 1995.

Grace A. Nichols, 51, has been President and Chief Executive Officer of
Victoria's Secret Stores, Inc. since January 1991, and assumed such position
with the Company in 1995. For three years prior thereto, Ms. Nichols was
Executive Vice President, General Merchandise Manager of Victoria's Secret
Stores.

Beth M. Pritchard, 51, has been President and Chief Executive Officer of Bath &
Body Works, Inc. ("BBW") since November 1993 and assumed such position with the
Company in 1995. For approximately one and one-half years prior thereto, Ms.
Pritchard held the position of Executive Vice President and General Manager at
BBW. From 1991 until 1993, Ms. Pritchard was Executive Vice President at
Express, a business operated by The Limited.

Philip E. Mallott, 40, has been Vice President Finance and Chief Financial
Officer of the Company since 1995. For approximately one year prior thereto, Mr.
Mallott was Chief Financial Officer at Structure, a business operated by The
Limited. From 1991 until 1994, Mr. Mallott was Vice President-Finance at
Structure.

All of the above officers serve at the pleasure of the Board of Directors of the
Company.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

Information regarding markets in which the Company's common stock was traded
during fiscal year 1997 and 1996, approximate number of holders of common stock,
and quarterly cash dividend per share information of the Company's common stock
for the fiscal year 1997 and 1996 is set forth under the caption "Market Price
and Dividend Information" on page 52 of the 1997 Annual Report and is
incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

Selected financial data is set forth under the caption "Financial Summary" on
page 36 of the 1997 Annual Report and is incorporated herein by reference.






                                       6
<PAGE>   7


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Management's discussion and analysis of financial condition and results of
operations is set forth under the caption "Management's Discussion and Analysis"
on pages 37 through 42 of the 1997 Annual Report and is incorporated herein by
reference.

In March 1997, the Financial Accounting Standards Board issued a Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". SFAS No.
128 is effective for the Company's 1997 annual financial statements. The Company
believes that the impact on its financial statements will be immaterial.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Consolidated Financial Statements of the Company and subsidiaries, the Notes
to Consolidated Financial Statements and the Report of Independent Accountants
are set forth in the 1997 Annual Report and are incorporated herein by
reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURE.

Not applicable.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information regarding directors of the Company is set forth under the captions
"ELECTIONS OF DIRECTORS - Nominees and Directors", "- Business Experience",
"-Information Concerning the Board of Directors" and "- Security Ownership of
Directors and Management" on pages 1 through 5 of the Company's proxy statement
for the Annual Meeting of Shareholders to be held on May 18, 1998 (the "Proxy
Statement") and is incorporated herein by reference. Information regarding
compliance with Section 16 (a) of the Securities Exchange Act of 1934, as
amended, is set forth under the caption "EXECUTIVE COMPENSATION - Section 16 (a)
Beneficial Ownership Reporting Compliance" on page 10 of the Proxy Statement and
is incorporated herein by reference. Information regarding the executive
officers is set forth herein under the caption "SUPPLEMENTAL ITEM. EXECUTIVE
OFFICERS OF THE REGISTRANT" in Part I.

ITEM 11. EXECUTIVE COMPENSATION.

Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 6 through 10 of the Proxy Statement and is
incorporated herein by reference. Such incorporation by reference shall not be
deemed to specifically incorporate by reference the information referred to in
Item 402 (a) (8) of Regulation S-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information regarding the security ownership of certain beneficial owners and
management is set forth under the captions "ELECTION OF DIRECTORS - Security
Ownership of Directors and Management" on pages 4 and 5 of the Proxy Statement
and "PRINCIPAL HOLDERS OF VOTING SECURITIES" on page 15 of the Proxy Statement
and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.




                                       7
<PAGE>   8

Information regarding certain relationships and related transactions is set
forth under the caption "ELECTION OF DIRECTORS - Business Experience" on pages 2
and 3 of the Proxy Statement and is incorporated herein by reference.

The Company's Certificate of Incorporation includes provisions relating to
potential conflicts of interest that may arise between the Company and The
Limited. Such provisions were adopted in light of the fact that the Company and
The Limited and its subsidiaries are engaged in retail businesses and may pursue
similar opportunities in the ordinary course of business. Among other things,
these provisions generally eliminate the liability of directors and officers of
the Company with respect to certain matters involving The Limited and its
subsidiaries or the Company. Any person purchasing or acquiring an interest in
shares of capital stock of the Company will be deemed to have consented to such
provisions relating to conflicts of interest and corporate opportunities, and
such consent may restrict such person's ability to challenge transactions
carried out in compliance with such provisions. Investors should review the
Company's Certificate of Incorporation before making any investment in shares of
the Company's capital stock.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(1)   List of Financial Statements.
         ----------------------------

         The following consolidated financial statements of Intimate Brands,
         Inc. and subsidiaries and the related notes are filed as a part of this
         report pursuant to ITEM 8:

         Consolidated Statements of Income for the fiscal years ended January
         31, 1998, February 1, 1997 and February 3, 1996.

         Consolidated Balance Sheets as of January 31, 1998 and February 1,
         1997.

         Consolidated Statements of Shareholders' Equity for the fiscal years
         ended January 31, 1998, February 1, 1997 and February 3, 1996.

         Consolidated Statements of Cash Flows for the fiscal years ended
         January 31, 1998, February 1, 1997 and February 3, 1996.

         Notes to Consolidated Financial Statements.

         Report of Independent Accountants.

         (a)(2)   List of Financial Statement Schedules.
                  --------------------------------------

                  All schedules are omitted because the required information is
                  either presented in the financial statements or notes thereto,
                  or is not applicable, required or material.

         (a)(3)   List of Exhibits.
                  -----------------

         3.     Articles of Incorporation and Bylaws.

                3.1.       Amended and Restated Certificate of Incorporation of
                           the Company incorporated by reference to Exhibit 3.1
                           to the Company's Quarterly Report on Form 10-Q for
                           the quarter ended October 28, 1995.



                                       8
<PAGE>   9


                3.2.       Bylaws of the Company incorporated by reference to
                           Exhibit 3.2 to the Company's Quarterly Report on Form
                           10-Q for the quarter ended October 28, 1995.

         4.     Instruments Defining the Rights of Security Holders.

                4.1.       Specimen Certificate of Class A Common Stock of the
                           Company incorporated by reference to Exhibit 4.1 to
                           the Company's Registration Statement on Form S-1
                           (File No. 33-92568) (the "Form S-1").

                4.2.       Certificate of Incorporation of The Limited, Inc.
                           incorporated by reference to Exhibit 4.2 to the
                           Company's Form S-1.

                4.3.       Bylaws of The Limited, Inc. incorporated by reference
                           to Exhibit 4.3 to the Company's Form S-1.

         10.    Material Contracts.

                10.1.      Services Agreement by Intimate Brands, Inc. and The
                           Limited, Inc., dated October 23, 1995 incorporated by
                           reference to Exhibit 10.1 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended October 28,
                           1995.

                10.2.      Credit Card Processing Agreement by World Financial
                           Network National Bank and Victoria's Secret Stores,
                           Inc., dated October 23, 1995 incorporated by
                           reference to Exhibit 10.2 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended October 28,
                           1995.

                10.3.      Credit Card Processing Agreement by World Financial
                           Network National Bank and Victoria's Secret
                           Catalogue, Inc., dated October 23, 1995 incorporated
                           by reference to Exhibit 10.3 to the Company's
                           Quarterly Report on Form 10-Q for the quarter ended
                           October 28, 1995.

                10.4.      Corporate Agreement by Intimate Brands, Inc. and The
                           Limited, Inc., dated October 23, 1995 incorporated by
                           reference to Exhibit 10.4 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended October 28,
                           1995.

                10.5.      Tax Sharing Agreement by Intimate Brands, Inc. and
                           The Limited, Inc., dated October 23, 1995
                           incorporated by reference to Exhibit 10.5 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.6.      Building Lease Agreement by Distribution Land Corp.
                           and Victoria's Secret Stores, Inc., dated June 1,
                           1995 incorporated by reference to Exhibit 10.6 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.7.      Building Lease Agreement by Distribution Land Corp.
                           and Victoria's Secret Catalogue, Inc., dated June 1,
                           1995 incorporated by reference to Exhibit 10.7 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.8.      Sublease Agreement by The Limited London-Paris-New
                           York, Inc. and Bath & Body Works, Inc., dated June 1,
                           1995 incorporated by reference to Exhibit 10.8 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.


                                       9
<PAGE>   10

                10.9.      Reserved for future use.

                10.10.     Sublease Agreement by Victoria's Secret Stores, Inc.
                           and Henri Bendel, Inc., dated June 1, 1995
                           incorporated by reference to Exhibit 10.10 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.11.     Sublease Agreement by Victoria's Secret Stores, Inc.
                           and Abercrombie & Fitch Co., Inc., dated June 1, 1995
                           incorporated by reference to Exhibit 10.11 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.12.     Shared Facilities Agreement by The Limited
                           London-Paris-New York, Inc. and Bath & Body Works,
                           Inc., dated October 25, 1995 incorporated by
                           reference to Exhibit 10.12 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended October 28,
                           1995.

                10.13.     Shared Facilities Agreement by Structure, Inc. and
                           Bath & Body Works, Inc., dated October 25, 1995
                           incorporated by reference to Exhibit 10.13 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.14.     Shared Facilities Agreement by The Limited
                           London-Paris-New York, Inc. and Victoria's Secret
                           Stores, Inc., dated October 25, 1995 incorporated by
                           reference to Exhibit 10.14 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended October 28,
                           1995.

                10.15.     Shared Facilities Agreement by Express, Inc. and Bath
                           & Body Works, Inc., dated October 25, 1995
                           incorporated by reference to Exhibit 10.15 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.16.     Shared Facilities Agreement by The Limited
                           London-Paris-New York, Inc. and Victoria's Secret
                           Stores, Inc., dated October 25, 1995 incorporated by
                           reference to Exhibit 10.16 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended October 28,
                           1995.

                10.17.     Reserved for future use.

                10.18.     Reserved for future use.

                10.19.     Shared Facilities Agreement by Express, Inc. and
                           Victoria's Secret Stores, Inc., dated October 25,
                           1995 incorporated by reference to Exhibit 10.20 to
                           the Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.




                                       10
<PAGE>   11

                10.20.     Shared Facilities Agreement by Lerner New York, Inc.
                           and Bath & Body Works, Inc., dated October 25, 1995
                           incorporated by reference to Exhibit 10.21 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.21.     Reserved for future use.

                10.22.     Shared Facilities Agreement by Express, Inc. and
                           Victoria's Secret Stores, Inc., dated October 25,
                           1995 incorporated by reference to Exhibit 10.23 to
                           the Company's Quarterly Report on Form 10-Q for the
                           quarter ended October 28, 1995.

                10.23.     Intimate Brands, Inc. 1995 Stock Option and 
                           Performance Incentive Plan incorporated by reference 
                           to Exhibit B to the Company's Proxy Statement dated 
                           April 14, 1997.

                10.24.     Intimate Brands, Inc. Incentive Compensation
                           Performance Plan incorporated by reference to Exhibit
                           A to the Company's Proxy Statement dated April 14,
                           1997.

                10.25.     Intimate Brands, Inc. 1995 Stock Plan for
                           Non-Associate Directors incorporated by reference to
                           Exhibit 10.26 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended October 28, 1995.

                10.26.     Form of Indemnification Agreement between the Company
                           and the directors and officers of the Company 
                           incorporated by reference to Exhibit 10.27 to the 
                           Company's Annual Report on Form 10-K for the year 
                           ended February 3, 1996.

         13.    Excerpts from the 1997 Annual Report to Shareholders, including
                "Financial Summary", "Management's Discussion and Analysis" and 
                "Financial Statements and Notes" on pages 36 - 52.

         21.    Subsidiaries of the Registrant.

         23.    Consent of Independent Accountants.

         24.    Powers of Attorney.

         27.    Financial Data Schedule.

         99.    Annual Report of The Limited, Inc. Savings and Retirement Plan.

         (b)    Reports on Form 8-K.
                --------------------

                No reports on Form 8-K were filed during the fourth quarter of
                fiscal year 1997.

         (c)    Exhibits.
                ---------

                The exhibits to this report are listed in section (a)(3) of Item
                14 above.

         (d)    Financial Statement Schedules.
                -----------------------------

                Not applicable.

                                       11
<PAGE>   12



  
                                   SIGNATURES

Pursuant to the requirements of Section 13 or l5(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: April 28, 1998


                                           INTIMATE BRANDS, INC.
                                           (registrant)


                                           By   /s/ PHILIP E. MALLOTT
                                               -------------------------------
                                               Philip E. Mallott
                                               Vice President Finance and
                                               Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 30, 1997:

         Signature                         Title
         ---------                         -----

/s/ LESLIE H. WEXNER*                      Chairman of the Board of Directors,
------------------------------             President and Chief Executive Officer
Leslie H. Wexner                           


/s/ KENNETH B. GILMAN*                     Director and Vice Chairman
------------------------------
Kenneth B. Gilman


/s/ ROGER D. BLACKWELL*                    Director
------------------------------
Roger D. Blackwell

/s/ CYNTHIA A. FIELDS*                     Director
------------------------------
Cynthia A. Fields

/s/ E. GORDON GEE*                         Director
------------------------------
E. Gordon Gee

/s/ GRACE A. NICHOLS*                      Director
------------------------------
Grace A. Nichols

/s/ BETH M. PRITCHARD*                     Director
------------------------------
Beth M. Pritchard



                                      12
<PAGE>   13


/s/ DONALD B. SHACKELFORD*                 Director
----------------------------
Donald B. Shackelford

/s/ ALEX SHUMATE*                          Director
----------------------------
Alex Shumate


*The undersigned, by signing his name hereto, does hereby sign this report on
behalf of each of the above-indicated directors of the registrant pursuant to
powers of attorney executed by such directors.



By  /s/ KENNETH B. GILMAN
    -----------------------
      Kenneth B. Gilman
       Attorney-in-fact


                                       13
<PAGE>   14
Coopers                                                 COOPERS & LYBRAND L.L.P.
& Lybrand                                           a professional services firm


                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Intimate Brands, Inc.

We have audited the accompanying consolidated balance sheets of Intimate Brands,
Inc. and subsidiaries as of January 31, 1998 and February 1, 1997, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three fiscal years in the period ended January 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 consolidated financial position of Intimate Brands,
Inc. and subsidiaries as of January 31, 1998 and February 1, 1997 and the
consolidated results of their operations and their cash flows for each of the
three fiscal years in the period ended January 31, 1998, in conformity with
generally accepted accounting principles.


                                                 /s/ COOPERS & LYBRAND L.L.P.

                                                 COOPERS & LYBRAND L.L.P.


Columbus, Ohio
February 20, 1998
<PAGE>   15


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------








                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    ---------




                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


                                    ---------



                              INTIMATE BRANDS, INC.
             (exact name of Registrant as specified in its charter)


                                    ---------


                                    EXHIBITS

                                    ---------




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--------------------------------------------------------------------------------



<PAGE>   16


                                  EXHIBIT INDEX




Exhibit No.        Document
-----------        ---------------------------------------------



      13           Excerpts from the 1997 Annual Report to Shareholders,
                   including "Financial Summary", "Management's Discussion
                   and Analysis" and "Financial Statements and Notes" on
                   pages 36 - 52.

      21           Subsidiaries of the Registrant.

      23           Consent of Independent Accountants.

      24           Powers of Attorney.

      27           Financial Data Schedule.

      99           Annual Report of The Limited, Inc. Savings and Retirement
                   Plan.