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 19, 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 19, 1998, The Limited, Inc. ("The Limited"), the parent of
Abercrombie & Fitch Co. ("A&F"),  announced the final results of The Limited's
offer (the "Exchange Offer") to exchange up to 43,600,000 shares of Class A
common  stock, par value $.01 per share (the "A&F Common Stock"), of A&F,
which The Limited owns, for shares of common stock, par value $.50 per share
(the "Limited Common Stock"), of The Limited upon the terms and subject to the
conditions stated in the Offering Circular-Prospectus dated April 15, 1998
(the "Offering Circular--Prospectus"). The Exchange Offer expired at 12:00
midnight, New York City time, on Wednesday, May 13, 1998. The Limited accepted
for exchange 47,075,052 shares of Limited Common Stock, at a Final Exchange
Ratio (as defined in the Offering Circular-Prospectus) of .86 of a share of
A&F Common Stock for each share of Limited Common Stock. See the press release
of The Limited attached as Exhibit 99.1 hereto.

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

(c) Exhibits

      99.1 Press release of The Limited dated May 19, 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 20, 1998


                                 EXHIBIT INDEX


99.1  Press release dated May 19, 1998.

EX-99.1

                                                                  EXHIBIT 99.1

               THE LIMITED, INC. ANNOUNCES FINAL RESULTS OF
                  ABERCROMBIE & FITCH CO. EXCHANGE OFFER

COLUMBUS, Ohio, May 19, 1998 -- The Limited, Inc. (NYSE/LSE: LTD) announced
today the final results of the tax-free exchange offer to establish
Abercrombie & Fitch Co. (NYSE: ANF) (A&F) as an independent company.  The
Limited accepted 47,075,052 shares of its common stock to be exchanged at a
ratio of .86 of a share of A&F stock for each Limited share.  Share
certificates and cash in lieu of fractional shares are expected to be mailed
to Limited stockholders later this week.

               The Limited has set May 29, 1998 as the record date for the
pro-rata spin-off of its remaining 3,115,455 A&F shares.  Limited
shareholders as of that date will receive approximately .0137 of a share of
A&F for each Limited share that they own.  The spin-off will be consummated
and share certificates and cash in lieu of fractional shares will be
distributed to Limited stockholders in connection with the spin-off as soon
as is practicable thereafter.

               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 1,757 specialty stores and distributes
apparel internationally through the Victoria's Secret Catalogue.

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

                                              www.limited.com