8-K

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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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                                 FORM 8-K

                      Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

                               May 14, 1998
             Date of Report (Date of earliest event reported)

                          ABERCROMBIE & FITCH CO.
          (Exact name of registrant as specified in its charter)

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           Delaware                 1-12107               31-1469076
 (State of other jurisdiction     (Commission            (IRS Employer
      of incorporation)            File no.)          Identification No.)


                         Four Limited Parkway East
                          Reynoldsburg, OH 43068
                              (614) 577-6500

                 (Address of principal executive offices)


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Item 5.  Other Events

      On May 14, 1998, The Limited, Inc. ("The Limited"), the parent of
Abercrombie & Fitch Co. ("A&F"), announced the successful completion of The
Limited's offer to exchange up to 43,600,000 shares of Class A common stock,
par value $.01 per share, of A&F, which The Limited owns, for shares of common
stock, par value $.50 per share, of The Limited upon the terms and subject to
the conditions stated in the Offering Circular-Prospectus dated April 15, 1998.
See press release attached as Exhibit 99.1 hereto.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

      99.1 Press release dated May 14, 1998.



                                 SIGNATURE

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 thereunto duly authorized.

                                   ABERCROMBIE & FITCH




                                   By: /s/ Seth R. Johnson
                                       ----------------------------------
                                       Name: Seth R. Johnson
                                       Title: Vice-President and Chief
                                              Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)

May 14, 1998


                               EXHIBIT INDEX


99.1  Press release dated May 14, 1998.

EX-99.1

                                                                  EXHIBIT 99.1

           THE LIMITED, INC. ANNOUNCES SUCCESSFUL COMPLETION OF
               EXCHANGE OFFER RESULTING IN THE SPLIT-OFF OF
                          ABERCROMBIE & FITCH CO.

  --  Completion of Next Step in Strategic Program to Focus Resources on
              Building and Delivering Value to Shareholders -
              -----------------------------------------------

COLUMBUS, Ohio, May 14, 1998 -- The Limited, Inc. (NYSE/LSE: LTD) announced
today the successful completion of the tax-free exchange offer to establish
Abercrombie & Fitch Co. (NYSE: ANF) (A&F) as an independent company.  Through
the offer, Limited shareholders were given the opportunity to exchange some or
all of their Limited shares for shares of A&F.   Based on a preliminary count
by the exchange agent,  The Limited expects to accept for exchange
approximately 47,095,000 shares of its common stock, at an exchange ratio of
 .86 of a share of A&F stock for each Limited share.

"We are pleased with the positive reception by shareholders to the
distribution of Abercrombie & Fitch," said Leslie H. Wexner, Chairman and
Chief Executive Officer of The Limited.  "The  split-off of A&F is an
important step in our ongoing effort to focus our resources on brands to which
we can add more value for our shareholders."

The Limited will announce the exact number of shares accepted for exchange
after a complete review of all tender offer documentation.  Promptly
thereafter, certificates for shares of A&F common stock and checks in lieu of
fractional shares will be mailed.

Promptly after the consummation of the exchange offer, The Limited will set a
record date for the pro-rata spin-off of its remaining A&F shares (estimated
to be approximately 3,099,000 shares) to Limited stockholders.

Following the consummation of the exchange offer and the spin-off, The Limited
will have no ownership position in A&F common stock, and will have reduced its
outstanding shares by approximately 17%, to 227.4 million shares of common
stock outstanding.

The Limited, Inc., through Express, Lerner New York, Lane Bryant, Limited
Stores, Structure, Limited Too, Galyan's and Henri Bendel, presently operates
3,684 specialty stores. The Company also owns approximately 83% of Intimate
Brands, Inc. (NYSE: IBI) which, through Victoria's Secret Stores and Bath &
Body Works presently operates 1,759 specialty stores and distributes apparel
internationally through the Victoria's Secret Catalogue.

Abercrombie & Fitch is a lifestyle brand which, at the end of March, operated
159 stores and published The A&F Quarterly.

Upon completion of this exchange offer, Abercrombie & Fitch Co. will continue
to be traded separately on the New York Stock Exchange under the symbol "ANF."


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For Further Information, please contact:     Rita Trevino Flynn
                                             Vice President, Communications
                                             The Limited, Inc.
                                             614-415-7555