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 3, 2010

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 3, 2010, Abercrombie & Fitch Co. (the “Registrant”) issued a press release reporting net sales and comparable store sales for the four-week period ended May 29, 2010 and for the fiscal year-to-date. A copy of the June 3, 2010 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 3, 2010 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 29, 2010. 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 3, 2010
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended May 29, 2010

-2-

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 3, 2010

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

-3-

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated June 3, 2010
Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	Press release issued by Abercrombie & Fitch Co. on June 3, 2010
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended May 29, 2010

-4-

EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

MAY SALES RESULTS

New Albany, Ohio, June 3, 2010: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $197.6 million for the four-week period ended May 29, 2010, a 10% increase from net sales of $179.0 million for the four-week period ended May 30, 2009. May comparable store sales decreased 3%. For the fiscal month, total Company direct-to-consumer net merchandise sales increased 34% to $19.2 million. For the fiscal month, total Company international net sales, including direct-to-consumer net sales, increased 84% to $36.9 million.

Year-to-date, the Company reported net sales of $885.4 million, a 13% increase from net sales of $780.7 million last year. Comparable store sales increased 1% for the year-to-date period. Year- to-date, total Company direct-to-consumer net merchandise sales increased 40% to $88.0 million. Year-to-date, total Company international net sales, including direct-to-consumer net sales, increased 98% to $155.9 million.

Additional information regarding sales for fiscal May can be found in a pre-recorded message accessible by dialing (800) 395-0662, or, internationally, by dialing (402) 220-1262.

May 2010 Highlights

• Total Company net sales, including direct-to-consumer net sales, increased 10%

• Total Company domestic net sales, including direct-to-consumer net sales, increased 1%

• Total Company international net sales, including direct-to-consumer net sales, increased 84%

• Total Company comparable store sales decreased 3%

• Total Company direct-to-consumer net merchandise sales increased 34%

• Abercrombie & Fitch comparable store sales increased 2%

• abercrombie kids comparable store sales decreased 10%

• Hollister Co. comparable store sales decreased 6%

At fiscal month end, the Company operated a total of 1,100 stores. The Company operated 341 Abercrombie & Fitch stores, 205 abercrombie kids stores, 507 Hollister Co. stores and 16 Gilly Hicks stores in the United States. The Company also operated six Abercrombie & Fitch stores, four abercrombie kids stores and 21 Hollister Co. stores internationally. The Company also operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com and www.gillyhicks.com.

# # # #

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 30, 2010, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2010 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: general and financial 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; effects of greenhouse emissions and climate change; availability and market prices 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; effects from the potential loss of services of skilled senior executive officers or inadequate succession planning for key positions; effects of equity-based compensation awarded under the Employment Agreement with the Company’s Chief Executive Officer; and the outcome of pending litigation or other adversarial proceedings. 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.

# # # #

EX-99.2

Exhibit 99.2

Abercrombie & Fitch
May 2010 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 29, 2010. 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 29, 2010, were $197.6 million, a 10% increase from net sales of $179.0 million for the four-week period ended May 30, 2009. May comparable store sales decreased 3%. Total Company direct-to-consumer net merchandise sales increased 34% to $19.2 million. Total Company international net sales, including direct-to-consumer net sales, increased 84% to $36.9 million.

Abercrombie & Fitch comparable store sales increased 2% for the month. Men’s comps were up by a high single digit; women’s comps were down by a low single digit.

1

Abercrombie & Fitch
May 2010 Sales Release
Call Script

For abercrombie kids, comparable store sales decreased 10% for the month. Guys comps were down by a low double digit; Girls comps were down by a high single digit.

Hollister comparable store sales decreased 6% for the month. Dudes comps were up by a low single digit; Bettys comps were down by a low double digit.

Across all brands and channels, average unit retail decreased 6% for the month.

During the month, sales were weaker in the second half of the month, in part reflecting the Memorial Day holiday shift and the ‘Summer Sale’ event which ran in the second half of the month last year.

For the month and from a merchandise classification standpoint across all brands, woven shirts and fragrance were stronger categories for men’s while knit tops were weaker. For women’s, dresses and fleece were stronger categories while knit tops and shorts were weaker.

2

Abercrombie & Fitch
May 2010 Sales Release
Call Script

Within the comp for the month, the UK and domestic flagship and tourist stores were stronger performers. Within direct-to-consumer for the month, both domestic and international business were up strongly, with Hollister being particularly strong in both cases.

Thank You.

3