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): February 2, 2006

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)

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

6301 Fitch Path, New Albany, Ohio 43054

(Address of principal executive offices) (Zip Code)

(614) 283-6500

(Registrant’s telephone number, including area code)

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))

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Item 2.02. Results of Operations and Financial Condition.

     and

Item 7.01. Regulation FD Disclosure.

     On February 2, 2006, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the four-week period ended January 28, 2006 and net sales and comparable store sales for the fiscal year ended January 28, 2006. A copy of the February 2, 2006 news 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 February 2, 2006 news release, the Registrant has made available by telephone a pre-recorded message addressing the Registrant’s net sales and comparable store sales for the four-week period ended January 28, 2006 and net sales and comparable store sales for the fiscal year ended January 28, 2006. A copy of the pre-recorded sales message transcript is furnished as Exhibit 99.2 and 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	News Release issued by Abercrombie & Fitch Co. on February 2, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for the four-week period ended January 28, 2006, and for the fiscal year ended January 28, 2006

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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: February 2, 2006	By:	/s/ Michael W. Kramer
		Michael W. Kramer
		Senior Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated February 2, 2006

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News Release issued by Abercrombie & Fitch Co. on February 2, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for the four-week period ended January 28, 2006 and for the fiscal year ended January 28, 2006

EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS JANUARY SALES RESULTS;

NET SALES INCREASE 46%;

COMPARABLE STORE SALES INCREASE 33%;

COMPANY OPENS TWO ABERCROMBIE & FITCH STORES AND
THREE HOLLISTER CO. STORES IN CANADA

New Albany, Ohio, February 2, 2006: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $184.3 million for the four-week period ended January 28, 2006, a 46% increase over last year’s January net sales of $126.1 million. January comparable store sales increased 33% compared to the four-week period ended January 29, 2005.

Year-to-date, the Company reported a net sales increase of 38% to $2.785 billion from $2.021 billion last year. Comparable store sales increased 26% for the year-to-date period.

January 2006 Highlights

• Total Company net sales increased 46%

• Total Company comparable store sales increased 33%

• Abercrombie & Fitch comparable store sales increased 25%

• abercrombie comparable store sales increased 73%

• Hollister Co. comparable store sales increased 34%

During January, the Company opened five locations in Canada consisting of two Abercrombie & Fitch stores and three Hollister Co. stores.

The Company operated 361 Abercrombie & Fitch stores, 164 abercrombie stores, 318 Hollister Co. stores and 8 RUEHL stores at the end of January. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com.

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

The Company will release its results for the fourth quarter and fiscal year on Tuesday, February 14, 2006 after the close of the market and hold its conference call at 4:30 PM Eastern Time. To listen to the conference call, dial (800) 811-0667 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 981- 4901. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820, followed by the conference ID number 3097441 or through www.abercrombie.com.

# # # #

For further information, call:	Thomas D. Lennox
	Vice President, Corporate Communications
	(614) 283-6751

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 1. BUSINESS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2005 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: 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.

EX-99.2

Exhibit 99.2

Abercrombie & Fitch
January FY 2005 Sales Release
Call Script

This is Tom Lennox, Vice President of Corporate Communications of Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended January 28^th, 2006.

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 January 28^th, 2006 were $184.3 million compared with $126.1 million last year, an increase of 46%. Comparable store sales for the four-week period increased 33% compared with the four-week period ended January 29^th, 2005. Year-to-date sales were $2.785 billion versus $2.021 billion last year, an increase of 38%. Comparable store sales increased 26% for the year-to-date period.

January results reflect strong comparable store sales increases in each of our brands. Comps were driven by strong selling from our Spring assortment as well as from Fall clearance.

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Abercrombie & Fitch
January FY 2005 Sales Release
Call Script

In the Abercrombie & Fitch brand, comparable store sales increased 25% with men’s and women’s comps similar for the month. In men’s, polos, graphic T-shirts, and jeans were strong; while in women’s, comps in knit tops, fleece, and sweaters were strong.

In the kids business, abercrombie, comparable store sales increased 73% versus last year. Boys comps increased by low-forties, with girls increasing by mid-eighties. In boys, polos, graphic-T-shirts, jeans, and fleece performed well. In girls, knit tops, fleece, graphic T-shirts, jeans and pants performed well.

Hollister comparable store sales increased 34%, with dudes comps increasing by high-twenties; strong classifications include polos, graphic T-shirts, and jeans. In bettys, comps increased by mid-thirties with knit tops, graphic T-shirts, fleece and skirts performing well.

We will announce 4^th quarter earnings on Tuesday, February 14^th, after the close of the market followed by a conference call at 4:30 PM Eastern Time. At that time we will provide additional information about our 4^th quarter

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Abercrombie & Fitch
January FY 2005 Sales Release
Call Script

results and provide a preliminary outlook for fiscal 2006. To listen to the conference call on Tuesday, February 14^th, at 4:30 PM Eastern Time, dial (800) 811-0667 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 981- 4901. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820, followed by the conference ID number 3097441 or through www.abercrombie.com.

Thank you.

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