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                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, Michael W. Rayden, certify that:

         1.       I have reviewed this annual report on Form 10-K of Too, Inc.;

         2.       Based on my knowledge, this annual report does not contain any
                  untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by this
                  annual report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this annual report, fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15(e)) for the registrant and have:

                           a)       Designed such disclosure controls and
                                    procedures, or caused such disclosure
                                    control and procedures to be designed under
                                    our supervision, to ensure that material
                                    information relating to the registrant,
                                    including its consolidated subsidiaries, is
                                    made known to us by others within those
                                    entities, particularly during the period in
                                    which this annual report is being prepared;

                           b)       [reserved]

                           c)       Evaluated the effectiveness of the
                                    registrant's disclosure controls and
                                    procedures and presented in this report our
                                    conclusions about the effectiveness of the
                                    disclosure controls and procedures, as of
                                    the end of the period covered by this report
                                    based on such evaluation; and

                           d)       Disclosed in the report any change in the
                                    registrant's internal control over financial
                                    reporting that occurred during the
                                    registrant's most recent fiscal quarter that
                                    has materially affected, or is reasonably
                                    likely to materially affect, the
                                    registrant's internal control over financial
                                    reporting; and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation o internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of registrant's board of directors (or
                  persons performing the equivalent functions):

                           a)       All significant deficiencies and material
                                    weaknesses in the design or operation of
                                    internal control over financial reporting
                                    which are reasonably likely to adversely
                                    affect the registrant's ability to record,
                                    process, summarize and report financial
                                    information; and

                           b)       Any fraud, whether or not material, that
                                    involves management or other employees who
                                    have a significant role in the registrant's
                                    internal control over financial reporting.

Date: April 7, 2004

                                    /s/ Michael W. Rayden
                                    --------------------------------------------
                                    Michael W. Rayden
                                    Chairman of the Board of Directors,
                                    President and
                                    Chief Executive Officer

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