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): April 10, 2006 (April 6, 2006)

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)

(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

EX-99.1

EX-99.2

Item 7.01. Regulation FD Disclosure.

     On April 6, 2006, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the five-week period ended April 1, 2006 and net sales and comparable store sales for the fiscal year-to-date. A copy of the April 6, 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 April 6, 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 five-week period ended April 1, 2006 and net sales and comparable store sales for the fiscal year-to-date. 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 April 6, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for the five-week period ended April 1, 2006 and for the fiscal year-to-date

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: April 10, 2006	By:	/s/ Michael W. Kramer
		Michael W. Kramer
		Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated April 10, 2006

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News Release issued by Abercrombie & Fitch Co. on April 6, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for the five-week period ended April 1, 2006 and for the fiscal year-to-date

EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS MARCH SALES INCREASE OF 13%

New Albany, Ohio, April 6, 2006: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $256.7 million for the five-week period ended April 1, 2006, a 13% increase over last year’s March net sales of $227.5 million. March comparable store sales were flat compared to the five-week period ended April 2, 2005.

Year-to-date, the Company reported a net sales increase of 16% to $449.5 million from $387.5 million last year. Comparable store sales increased 2% for the year-to-date period.

March 2006 Developments

• Total Company net sales increased 13%

• Total Company comparable store sales were flat to last year

• Abercrombie & Fitch comparable store sales declined 9%

• abercrombie comparable store sales increased 18%

• Hollister Co. comparable store sales increased 6%

The Company operated 349 Abercrombie & Fitch stores, 161 abercrombie stores, 321 Hollister Co. stores and nine RUEHL stores at the end of March. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com.

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

# # # #

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 28, 2006, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2006 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
March 2006 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 April 1^st, 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 five-week period ended April 1^st, 2006 were $256.7 million compared with $227.5 million last year, an increase of 13%. Comparable store sales for the five-week period were flat compared with the five-week period ended April 2^nd, 2005. Year-to-date sales were $449.5 million versus $387.5 million last year, an increase of 16%. Comparable store sales increased 2% for the year-to-date period compared to last year.

March’s results reflect a shift in the Easter calendar which, as expected, reduced comps on a year over year basis. Pre-Easter selling fell in March last year versus April this year.

Abercrombie & Fitch
March 2006 Sales Release
Call Script

By business, Abercrombie & Fitch comparable store sales declined 9% with the men’s and women’s businesses declining by high-single digits. In the men’s business, polos, woven tops, and personal care performed well; shorts and active-wear were negative. In women’s, shorts, pants and fleece were strongest; jeans and skirts were negative.

In the kids business, abercrombie, comparable store sales increased 18% versus last year. Boys comps increased by high single-digits, with girls increasing by low-twenties. In boys, knit tops, shorts and accessories performed well; active-wear was weak. In the girls business, shorts, pants and fleece performed best with jeans posting negative comps.

Hollister comparable store sales increased 6%. Dudes’ comps declined slightly with polos and shorts strongest; woven tops and jeans were negative. In bettys, comps increased by mid-single digits with knit tops, shorts, and pants performing best; jeans and sweaters were negative.

We will announce April sales on Thursday, May 4^th, 2006.

Thank you.

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