EXHIBIT 14

                       CODE OF BUSINESS CONDUCT AND ETHICS

OVERVIEW

Success in personal or business relationships requires conduct dictated by four
basic principles: honesty, integrity, intellect and compassion. While deviation
from these principles sometimes appears to produce benefits, these benefits are
generally short lived and lead to long term damaging results.

It is the policy of Abercrombie & Fitch Co. ("A&F") and its operating
subsidiaries (the "Company") to adhere to the highest standards of integrity and
to apply these standards fairly and consistently in every area of the business
throughout the world. Every associate, including every officer and director
(collectively "associates"), shares an obligation to protect and strengthen the
reputation of the business in all relationships with customers, associates,
suppliers, competitors, investors, and governmental agencies.

Each associate is commissioned by the Company to diligently perform assigned
processes and work. These duties will involve business relationships with
individuals both inside and outside the Company, and with other companies and
organizations. In performing their duties, associates must act in accordance
with the law, fully considering the Company's rights, interests and ethical
responsibilities. It is prudent for each associate to protect his or her own
good reputation and also that of the Company, and to avoid transactions or
situations in which his or her own interests conflict, or could be construed to
conflict, with those of the Company.

It is not possible to cover all situations to which this Code of Business
Conduct and Ethics (the "Code") applies. Consequently, all associates may from
time to time encounter situations that require interpretation, and they should
not proceed with any questionable activities until proper clarification is
received. Any questions regarding the interpretation of laws, rules or
regulations as they apply to the operations of the Company should be referred to
the Vice President, Human Resources, the Vice President, Finance, the Chief
Financial Officer or the Chief Operating Officer of A&F for resolution.

This Code has been adopted by the Board of Directors of A&F to demonstrate to
the public and A&F's shareholders the importance that management and the Board
of Directors place on ethical conduct. The Code outlines certain specific areas
where associates should exercise good judgement and, in some cases, caution as
they discharge their decision-making responsibilities as they relate to Company
affairs.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Every associate, while acting on behalf of the Company, will comply with all
applicable governmental laws, rules and regulations. Company transactions that
are unusual in nature may require review by outside auditors or counsel before
proceeding.

Officers of the Company will diligently review all foreign, federal, state or
local laws, rules, regulations or administrative procedures that affect the
operation of the business. Compliance will be monitored and detected deviations
will be promptly corrected.



Merchandise offered for sale by the Company will comply with all known safety
standards. This will not only meet legal requirements but also serve to promote
brand quality. It is expected that all advertising to the public regarding
merchandise quality or pricing will be true and not in anyway intentionally
misleading or deceptive.

Associates responsible for purchasing or producing merchandise will be required
to understand and ensure compliance with applicable laws, rules, regulations and
policies as well as the Company's guidelines for vendor standards and
relationships.

It is expected that the Company and all associates will comply with all computer
software copyright laws. The use of computer software on PC's or other computers
by associates in any manner not specifically authorized by the Company's
guidelines is prohibited.

The Company will adhere to its employment policies of non-discrimination as it
relates to race, color, religion, age, gender, sexual orientation or handicap
and will ensure compliance with all legal and other regulations governing
employment. Management will not tolerate discrimination of any kind among
associates, including sexual or racial harassment.

The Company will fully cooperate with law enforcement authorities to aid in the
investigation and appropriate prosecution of any associated individual(s)
involved in alleged illegal activity.

PAYMENTS TO GOVERNMENTAL OFFICIALS

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to foreign governmental officials or foreign political
candidates in order to obtain or retain business. The promise, offer or delivery
to an official or employee of the U.S. government of a gift, favor or other
gratuity is likewise prohibited. State and local governments may have similar
rules.

Associates who may be affected by these laws, rules and regulations must
understand when their actions may violate them and place the Company, as well as
themselves, in jeopardy.

No gift or payment of any questionable, improper, or illegal nature will be
allowed by or on behalf of the Company, directly or indirectly, regardless of
motive, to or for the benefit of any governmental agency, officials, or their
families or associates. Governmental officials include elected or appointed
officials of any foreign or United States federal, state, county, municipal or
other political subdivision, and agencies thereof.

Social amenities, reasonable entertainment, and other courtesies within Company
policy may be extended to governmental officials only to the extent customary
and proper in the jurisdiction in which offered. Expensive gifts or lavish
entertainment will not be offered or furnished to any governmental official.

POLITICAL CONTRIBUTIONS

No associate shall, on the Company's behalf or on Company time or premises,
solicit contributions for any political party, organization or committee or any
candidate for public office, except in connection with a solicitation on behalf
of any political action committee established by the Company, or other
solicitation approved by the Chairman, Chief Executive Officer of A&F. No
associate may use coercion of any kind in connection with any permissible
solicitation. No associate may use Company funds or property in support of any
political party, organization or committee, or any candidate for public office
unless it is permitted by law and approved by the Chairman, Chief Executive
Officer.



ACCOUNTING RECORDS AND FINANCIAL STATEMENTS

All transactions directly or indirectly affecting the Company's financial
statements and public disclosures will be properly and accurately recorded in
the General Ledger and appropriately documented. No Company funds or assets that
are not disclosed or recorded will be established or maintained, directly or
indirectly, for any purpose. All recorded entries will conform to Generally
Accepted Accounting Principles, applicable legal requirements and the Company's
internal controls. False or misleading records, information or accounting
entries, as to either purpose or amount, are prohibited.

It is critical that the reports and documents A&F files with or submits to the
Securities and Exchange Commission and other public communications made by the
Company be complete, fair, accurate, timely and understandable in all material
respects.

Company financial executives and associates directly responsible for specific
accounting records will cooperate fully with outside public auditors retained to
verify the accuracy and reliability of financial statements and reports.

Periodically, and when relevant, Company financial executives, internal auditors
and its independent auditors will confirm to the Audit Committee of the Board of
Directors of A&F that they are not aware of any material misstatements or
omissions in accounting records or documents, or have any concerns about the
disclosure under the "management's discussion and analysis" section of a report.

Additionally, the Company's internal and independent auditors will consult with
the Audit Committee of the Board of Directors of A&F on a regular basis to
report any identified weaknesses or concerns with respect to internal controls
and measures taken to correct or remedy such weaknesses or concerns.

The Company's documented Accounting and Operating Policies will be made
available to all appropriate associates for constant reference when needed.
These Policies will be maintained and revised in accordance with related changes
in legal or accounting regulations and internal controls or operating practices.

CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES

A conflict of interest can arise when an associate takes actions or has
interests that may make it difficult to perform his or her work for the Company
objectively and effectively. Conflicts of interests also arise when an
associate, or members of his or her immediate family, receive improper personal
benefits as a result of his or her position in the Company, whether received
from the Company or a third party.

If any associate receives a gift or anything else of meaningful value from a
supplier or potential supplier, it should be immediately returned. If it is not
practical to return the item, the donor should be informed of the Company policy
and the gift will be turned over to the Company. If any associate has a question
regarding the appropriateness of a gift, they should contact A&F's Vice
President, Human Resources, Vice President, Finance, Chief Financial Officer or
Chief Operating Officer for guidance.

A conflict of interest may also arise if an associate has an interest in a
transaction to which the Company is a party, competes with the Company or takes
advantage of an opportunity that belongs to the Company. Associates are
prohibited from taking for themselves opportunities that properly belong to the
Company or are discovered through the use of the Company's property, information
or position; using the Company's property, information or position for personal
gain; or competing with the Company.



The Company's property also includes confidential information as well as certain
corporate opportunities which may be disclosed to the Company's associates while
carrying out their duties for the Company. The Company strives to provide
information to associates and the public which is accurate, complete, relevant,
timely and understandable. No associate of the Company should disclose any such
confidential information except when disclosure is authorized or legally
mandated, or utilize such confidential information or corporate opportunity for
his or her own personal gain. Each associate has a duty to advance the best
interests of the Company and, except with the prior approval of the Chairman,
Chief Executive Officer and/or Board of Directors of A&F , to refrain from
engaging in any conduct which may compete with the Company or interfere with the
Company's pursuit of its business opportunities.

Theft, carelessness and waste of the Company's assets have a direct impact on
the Company's profitability and cannot be tolerated. Associates are entrusted
with the use of Company assets and resources for legitimate business purposes.
Those individuals authorized to use funds of the Company are responsible for
assuring the Company receives proper value in return. The use of the Company's
funds for personal, improper or illegal purposes is strictly prohibited and the
Company will take appropriate action, including notifying the appropriate civil
authorities, if this principle is violated and in any such case, disciplinary
action will be taken. Further, the use of any assets of the Company in a manner
that is offensive, disruptive or destructive is prohibited.

At management's discretion, selected associates will be required to sign a
Confidentiality Agreement, either when they begin employment or when they are
transferred to a position allowing access to confidential or trade secret
information.

An officer or other employee of the Company may not provide managerial or
consulting services or serve on the board of directors (or similar body) of any
concern that competes or has business relations with the Company without prior
approval from the Chairman, Chief Executive Officer and /or Board of Directors
of A&F.

It may not always be clear when a situation results in a conflict of interest.
All questionable situations should be appropriately reported and a determination
made. When an associate faces a potential conflict of interest, all information
regarding the issue should be reported to the Company for review. If a potential
conflict arises concerning an officer or director of the Company, information
should be given to the chairperson of the Audit Committee of the Board of
Directors of A&F for review. The affected individual will be given counsel to
properly resolve the potential conflict of interest.

CODE OF BUSINESS CONDUCT AND ETHICS COMPLIANCE

Internal auditors, as part of our regular procedures, will assess compliance
with this Code. Any matters discovered by them that appear to violate this Code
will be investigated and serious violations reported to the Audit Committee of
the Board of Directors of A&F and the Chairman, Chief Executive Officer.

The Company's outside independent auditors will report in writing to the
internal auditors and the Vice President, Finance any matter discovered during
their examination of the Company's financial statements that appear to violate
this Code.

All management associates will be required at least annually to affirm, to the
best of their knowledge, that they have complied with this Code, have no
knowledge of any violation of this Code not previously reported and have not
been requested to engage in any activity in violation of this Code. Associates
may also be required to submit detailed information on any related business
interest in which they or their immediate family are involved.



The failure of any associate of the Company to comply with this Code will result
in disciplinary action which, depending on the seriousness of the matter, may
include reprimand, probation, suspension, demotion or dismissal, and possible
civil or criminal action. Disciplinary measures will apply to supervisors and
senior executives who condone questionable, improper, or illegal conduct by
those associates reporting to them or who fail to take appropriate corrective
action when such matters are brought to their attention, or who allow unethical
or illegal conduct to occur because of their inattention to supervisory
responsibilities.

REPORTING ILLEGAL/UNETHICAL BEHAVIOR

Any associate who knows or has reasonable cause to suspect another associate of
any conflicts of interest or other violations of this Code is expected to inform
his or her supervisor or to report his suspicions to Human Resources. Failure to
do this will be considered a violation of the Code by that associate and will be
subject to appropriate disciplinary action, up to and including termination. All
associates are expected to fully cooperate with all investigations regarding
this Code. With respect to actual or contemplated violations of this Code or
actual or potential conflicts of interest involving A&F's principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions or any other executive officer, such
matters should be reported to the Audit Committee of the Board of Directors of
A&F.

Any associate who becomes aware of a material fact or event involving the
Company that has not been previously disclosed publicly by the Company should
immediately report such material fact or event to A&F's Vice President, Human
Resources, Vice President, Finance, Chief Financial Officer or Chief Operating
Officer.

The Audit Committee shall investigate any and all violations of this Code by any
of A&F's officers or directors. In the event that the Audit Committee determines
that a violation of this Code has occurred, the Audit Committee shall be
authorized to take any action it deems appropriate, including disciplinary
action. In the event that the Audit Committee recognizes that a violation by an
executive officer or a director of A&F has occurred but elects not to take any
remedial or other actions against the offending executive officer or director,
A&F shall disclose the facts and circumstances of its election to waive this
Code by posting the same on A&F's website or by any other such means required
under applicable law or the requirements of the Securities and Exchange
Commission or the New York Stock Exchange.

CONFIDENTIALITY

To ensure all associates will not feel intimidated or uncomfortable reporting
possible Code violations, the Company has engaged an outside third party to
receive and log associates' calls. The manner in which the caller may contact
this outside third party is described in the "Corporate Governance" page of the
Company's Web site located at www.abercrombie.com. That third party will forward
related information to Human Resources for investigation. Calls reporting
possible store theft will be immediately reported to Store Security for follow
up. Associates will be allowed anonymity in all instances. Alleged financial or
accounting infringements will be investigated by internal auditors, and results
reported to responsible financial executives or the Audit Committee of the Board
of Directors of A&F when applicable. Records will be maintained for each
incident showing the results of investigation and any disciplinary action taken.
Any violation considered material to financial results will be reported to the
Audit Committee of the Board of Directors of A&F and any other required
disclosures made.

The Company will not permit retaliation of any kind by or on behalf of the
Company and its associates against good faith reports or complaints of
violations of this Code or other illegal conduct.



INSIDER TRADING

In the course of operating the Company's business, associates frequently use or
have access to financial information, operating results, and Company plans which
have not been made public. This information may be "material," and federal
securities laws prohibit persons having possession of "material" non-public
information from trading in A&F's securities and prohibit providing that
information to others. A fact is "material" if there is a substantial likelihood
that a reasonable investor would consider it important in determining whether to
buy, hold or sell securities.

To ensure securities laws are not violated, A&F has established "windows" when
directors, officers and other key associates may trade in A&F's securities.
These restrictions also apply to purchasing or selling A&F securities through
the Stock Purchase Plan or the 401(K) plan. Changing the makeup of accounts
under these plans as they relate to A&F securities may only be done when
announced windows of trading are open. A calendar of periods when trading in
these securities can and cannot occur will be distributed to all key associates
annually. Additionally, a monthly reminder will be sent to key associates
outlining when A&F securities may and may not be traded during that month.
Occasions may arise when A&F must close a period for trading that was originally
designated as "open". Certain business decisions may be made that when announced
to the public might have an impact on the price of A&F's securities. No trading
in A&F's securities by directors, officers or other key associates will be
permissible until after the announcement has been publicized. Associates will
receive a special notification in these instances, and will be informed as to
when trading may resume.

No director, officer or other key associate may make both buy and sell
transactions in A&F securities within the same 30-day period. Multiple buys or
multiple sales can be made but cannot be offset by an opposite type of trade.

Associates may not write or trade options (calls or puts) in A&F's securities.
This applies even if the associate owns the A&F securities underlying the
option, as in the case of "covered" call options. Similarly, short sales of A&F
securities are also prohibited. All A&F securities sold must be mailed for
clearing in accordance with applicable laws, rules and regulations.

Directors and officers designated as "executive officers" of A&F must
additionally comply with Section 16 of the Securities Exchange Act of 1934. All
transactions in A&F securities must be reported to the Securities and Exchange
Commission. These executives are liable to A&F for profits resulting from any
combination of a non-exempt purchase and sale, or sale and purchase, of A&F
securities within a period of less than six months.

CUSTOMERS AND SUPPLIERS; FAIR DEALING

Business relationships with customers and suppliers of goods and services will
emphasize a continuing business purpose of mutual benefit. The Company will
discharge its obligations to its customers and suppliers in a manner which
reflects a strong sensitivity and concern for social responsibility and ethical
dealings, and will maintain its solid reputation for honesty and fairness in all
transactions. Every associate shares an obligation to protect and strengthen the
Company's good reputation in all relationships with customers and suppliers.
Each associate will endeavor to deal fairly with the Company's customers,
competitors, suppliers and other associates. No one should take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing practice.