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): January 31, 2011 (January 28, 2011)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2011, Abercrombie & Fitch Co. (the “Company”) entered into an amendment (the “Amendment”) to its employment agreement with Michael S. Jeffries, the Company’s Chairman of the Board of Directors and Chief Executive Officer. Pursuant to the Amendment, Mr. Jeffries has voluntarily agreed that he will no longer be entitled to any gross-up payments in the event that any payments or benefits provided to him by the Company are subject to the golden parachute excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. Mr. Jeffries will not receive any remuneration from the Company in exchange for agreeing to the Amendment.

The foregoing summary is qualified in its entirety by reference to the complete text of the Amendment, which is incorporated herein by reference and a copy of which is included with this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable.

(d) Exhibits:

The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.		Description
	10.1	Amendment No. 2 to Michael S. Jeffries Employment Agreement, made and entered into on January 28, 2011, by and between Abercrombie & Fitch Co. and Michael S. Jeffries

[Remainder of page intentionally left blank; signature on following page]

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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: January 31, 2011	By:	/s/ Ronald A. Robins, Jr.
		Ronald A. Robins, Jr.
		Senior Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

Exhibit No.		Description	Location
	10.1	Amendment No. 2 to Michael S. Jeffries Employment Agreement, made and entered into on January 28, 2011, by and between Abercrombie & Fitch Co. and Michael S. Jeffries	Filed herewith

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 2
MICHAEL S. JEFFRIES EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 to the Employment Agreement is made and entered into on January 28, 2011, by and between Abercrombie & Fitch Co., a Delaware corporation (the “Company”), and Michael S. Jeffries (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement entered into as of December 19, 2008 (the “Employment Agreement”) pursuant to which the Executive is employed as the Company’s Chairman of the Board of Directors and Chief Executive Officer;

WHEREAS, the Company has continuously employed the Executive as the Company’s Chief Executive Officer pursuant to employment agreements or arrangements entered into prior to the Employment Agreement since February 1992;

WHEREAS, in the Employment Agreement and in other employment agreements between the Company and the Executive, the Company has provided the Executive with a “golden parachute” tax gross-up for any taxes incurred by the Executive due to Internal Revenue Code Sections 280G and 4999 (a “Golden Parachute Tax Gross-Up”);

WHEREAS, the Company and the Executive acknowledge that as part of comprehensive compensation policy and corporate governance reviews at many publicly held companies, many companies are no longer providing their executives with a Golden Parachute Tax Gross-Up; and

WHEREAS, the Company and the Executive desire to amend the terms of the Employment Agreement as set forth herein, effective, except as specifically provided for herein, as of the date hereof, in order to completely eliminate the Executive’s Golden Parachute Tax Gross-Up.

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto hereby agree as follows:

1.	Section 12 is hereby amended to read as follows:
	“[reserved for future use].”
2.	Except as expressly provided herein, the provisions of the Employment Agreement shall remain in full force and effect and are hereby ratified and confirmed.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 2 as of the date first written above.

ABERCROMBIE & FITCH CO.
By:	/s/ Ronald A. Robins, Jr.
	Ronald A. Robins, Jr., its Senior Vice President,
	General Counsel and Corporate Secretary
EXECUTIVE
/s/ Michael S. Jeffries
Michael S. Jeffries