8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): June 4, 2009

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

Delaware	1-12107	31-1469076
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6301 Fitch Path, New Albany, Ohio	43054
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 283-6500

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On June 4, 2009, Abercrombie & Fitch Co. (the “Registrant”) issued a press release reporting net sales and comparable store sales for the four-week period ended May 30, 2009 and for the fiscal year-to-date. A copy of the June 4, 2009 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the June 4, 2009 press release, the Registrant made available by telephone a pre-recorded message addressing the Registrant’s net sales and comparable store sales for the four-week period ended May 30, 2009. To listen to this pre-recorded sales message, dial (800) 395-0662, or internationally, dial (402) 220-1262. A copy of the pre-recorded sales message transcript is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable.

(d) Exhibits:

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on June 4, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended May 30, 2009

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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 hereunto duly authorized.

ABERCROMBIE & FITCH CO.

Dated: June 4, 2009

By: /s/ Jonathan E. Ramsden                   
Jonathan E. Ramsden
Executive Vice President and
Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated June 4, 2009

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on June 4, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended May 30, 2009

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

MAY SALES RESULTS

New Albany, Ohio, June 4, 2009: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $182.1 million for the four-week period ended May 30, 2009, a 22% decrease from net sales of $233.1 million for the four-week period ended May 31, 2008. May comparable store sales decreased 28%. Total Company direct-to-consumer net sales decreased 10% to $15.6 million for the four-week period ended May 30, 2009, compared to the four-week period ended May 31, 2008.

Year-to-date, the Company reported a net sales decrease of 23% to $794.2 million from $1.033 billion last year. Comparable store sales decreased 29% for the year-to-date period. Year-to-date, total Company direct-to-consumer net sales decreased 19% to $64.7 million.

May 2009 Developments

• Total Company net sales decreased 22%

• Total Company direct-to-consumer net sales decreased 10%

• Total Company comparable store sales decreased 28%

• Abercrombie & Fitch comparable store sales decreased 25%

• abercrombie comparable store sales decreased 28%

• Hollister Co. comparable store sales decreased 32%

• RUEHL comparable store sales decreased 33%

The Company operated 350 Abercrombie & Fitch stores, 210 abercrombie stores, 507 Hollister Co. stores, 29 RUEHL stores and 16 Gilly Hicks stores in the United States. The Company also operated three Abercrombie & Fitch stores, three abercrombie stores and five Hollister Co. stores in Canada, and one Abercrombie & Fitch store and four Hollister Co. stores in the United Kingdom. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.RUEHL.com and www.gillyhicks.com.

To hear the Abercrombie & Fitch pre-recorded May sales message, please dial (800) 395-0662, or internationally, dial (402) 220-1262.

# # # #

For further information, call: Eric Cerny
Manager, Investor Relations
(614) 283-6385

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading “ FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2009 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: current financial crisis and general economic conditions; changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; ability to hire, train and retain associates; and the outcome of pending litigation. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Press Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

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EX-99.2

Exhibit 99.2

Abercrombie & Fitch
May 2009 Sales Release
Call Script

This is Eric Cerny, Manager of Investor Relations for Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended May 30, 2009.

Before I begin, I remind you that any forward-looking statements I may make are subject to the Safe Harbor Statement found in our SEC filings.

Net sales for the four-week period ended May 30, 2009, were $182.1 million, a 22% decrease from net sales of $233.1 million for the four-week period ended May 31, 2008. Total Company direct-to-consumer net sales were $15.6 million for the four-week period ended May 30, 2009, a 10% decrease from sales for the four-week period ended May 31, 2008. May comparable store sales decreased 28%.

By brand, Abercrombie & Fitch comparable store sales were down 25%. Men’s comps were down by a high teen; women’s comps were down by a low thirty. Transactions per store decreased 18%; average transaction value decreased 10%.

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Abercrombie & Fitch
May 2009 Sales Release
Call Script

For abercrombie, comparable store sales were down 28%. Guys comps were down by a low twenty; girls comps were down by a low thirty. Transactions per store decreased 17%; average transaction value decreased 11%.

Hollister comparable store sales were down 32%. Dudes comps were down by a mid twenty; Bettys comps were down by a mid thirty. Transactions per store decreased 23%; average transaction value decreased 7%.

RUEHL comparable store sales were down 33%. Men’s comps were down by a high twenty; women’s comps were down by a high thirty. Transactions per store decreased 41%; average transaction value increased 7%.

Sales for the month were relatively stronger in the later part of the month than the beginning of the month. Across all brands, average unit retail decreased 7%.

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Abercrombie & Fitch
May 2009 Sales Release
Call Script

From a merchandise classification standpoint across all brands, stronger performing masculine categories included fragrance, jeans and fleece, while graphic tees, knit tops and shorts were weaker. Stronger performing feminine categories included sweaters, woven shirts, swimwear and skirts, while knit tops, shorts and fleece were weaker.

Regionally, comparable store sales were down in all US regions and Canada. Comparable store sales continued to be strongly positive in the London flagship store.

The Company will release June sales results on Thursday, July 9, 2009

Thank You.

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