SC 13D

OMB APPROVAL

OMB Number: 3235-0145

Expires: February 28, 2006

Estimated average burden hours per response...15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

Abercrombie & Fitch Co.

(Name of Issuer)

Class A Common Stock, par value $.01 per share

(Title of Class of Securities)

002896207

(CUSIP Number)

Michael S. Jeffries
Abercrombie & Fitch Co.
6301 Fitch Path
New Albany, Ohio 43054
(614) 283-6500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 3, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No.

1	NAMES OF REPORTING PERSONS: Michael S. Jeffries
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO (shares primarily acquired by the Reporting Person pursuant to employee stock plans of the Issuer); PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	US Citizen
		7	SOLE VOTING POWER:
NUMBER OF			6,702,619 as of April 21, 2006
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			N/A
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,702,619 as of April 21, 2006
WITH		10	SHARED DISPOSITIVE POWER:
			N/A
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	6,702,619 as of April 21, 2006
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	7.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

Item 1. Security and Issuer

     The class of the equity securities to which this statement (the “Schedule 13D”) relates is the Class A common stock, par value $0.01 per share (“Common Stock”) of Abercrombie & Fitch Co., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 6301 Fitch Path, New Albany, Ohio 43054.

Item 2. Identity and Background

(a)	Michael S. Jeffries
(b)	Mr. Jeffries’ business address is 6301 Fitch Path, New Albany, Ohio 43054.
(c)	Mr. Jeffries is Chairman and Chief Executive Officer of the Company. The Company, through its subsidiaries, is a specialty retailer that operates stores selling casual apparel and personal care and other accessories for men, women and children. The principal executive offices of the Company are located at 6301 Fitch Path, New Albany, Ohio 43054.
(d)	Mr. Jeffries has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. Jeffries has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Jeffries is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

     The shares of Common Stock beneficially owned by Mr. Jeffries were acquired primarily pursuant to employee stock plans of the Company. Throughout his employment at the Company, Mr. Jeffries has received employee stock options and restricted stock units as incentive compensation under various Company compensation plans including the 1996 Stock Option and Performance Incentive Plan, the 1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan and the Abercrombie & Fitch Co. 2002 Stock Plan for Associates (the “Plans”). The aggregate cash consideration paid by Mr. Jeffries in connection with the exercise of employee stock options through April 21, 2006 is $56,648,990. Mr. Jeffries has not paid any cash consideration in connection with the receipt of restricted stock units settled by delivery of shares of Common Stock. For purposes of determining beneficial ownership under this Schedule 13D, Mr. Jeffries’ holdings include all shares of Common Stock issuable in the next 60 days upon exercise of outstanding stock options and all shares of Common Stock underlying restricted stock units that will vest within the next 60 days. In addition, Mr. Jeffries has purchased 2,169 shares of Common Stock pursuant to the Abercrombie & Fitch Co. Associate Stock Purchase Plan (the “Stock Purchase Plan”) (aggregate purchase price of $11,919). Mr. Jeffries has also purchased shares of Common Stock from time to time in the open market (aggregate purchase price of $1,178,200). Payments for Common Stock purchased by Mr. Jeffries were generally made from personal funds, although some purchases were made with proceeds from margin loans from accounts with Merrill Lynch, UBS Investment Bank and US Trust.

Item 4. Purpose of Transaction

     As described above, Mr. Jeffries has acquired beneficial ownership of the shares of Common Stock reported on this Schedule 13D primarily as a result of his employment with the Company and participation in the Plans. Mr. Jeffries has owned more than five percent of the outstanding Common Stock since December 3, 2003. Mr. Jeffries believed that all necessary filings and disclosure with respect to his ownership of Common Stock had been made on his behalf; however, through an inadvertent oversight, no Schedule 13D with respect to Mr. Jeffries’ ownership of Common Stock has been previously filed.

2

The Company’s Common Stock became publicly traded beginning on September 26, 1996 and since that date, Mr. Jeffries’ ownership of Common Stock has been publicly reported on Forms 3 and 4 filed with the SEC on his behalf, and has been disclosed annually in the Company’s definitive proxy statements filed with the SEC and made available to the Company’s stockholders.

     Mr. Jeffries currently participates in the Stock Purchase Plan under which he has $100 withheld every week to purchase shares of Common Stock. Additionally, stock options held by Mr. Jeffries and restricted shares to which he will be entitled will vest in the future as follows: 1,100,000 options on July 23, 2006; 22,779 options on February 14, 2007; and 1,000,000 restricted shares (i.e., the career share award described in Item 6 of this Schedule 13D) on December 31, 2008.

     Although Mr. Jeffries has not formulated any current plans or proposals other than as described in this Item 4, he may from time to time acquire, or dispose of, Common Stock and/or other securities of the Company if and when he deems it appropriate. Mr. Jeffries may formulate other plans or proposals relating to securities of the Company to the extent deemed advisable in light of general market and economic conditions, investment policies, the prospects of the Company and various other factors. Except as indicated in this Item 4, Mr. Jeffries has no current plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a)	For purposes of Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, Mr. Jeffries beneficially owns 6,702,619 shares of Common Stock (6,352,457 of which are shares of Common Stock Mr. Jeffries has the right to acquire beneficial ownership of within the next 60 days through the exercise of outstanding stock options). Shares beneficially owned by Mr. Jeffries constitute 7.1% of outstanding Common Stock as of April 21, 2006.
(b)	Mr. Jeffries has the sole power to vote and sole power to dispose or to direct the disposition of all of his beneficially owned Common Stock.
(c)	The only transactions by Mr. Jeffries with respect to Common Stock during the past 60 days were:

a.	The settlement in shares of Common Stock on February 14, 2006 of 15,840 restricted stock units (6,645 of which were retained by the Company for purposes of withholding taxes at $68.78 per share).
b.	The purchase of 26 shares of Common Stock between February 3, 2006 and April 21, 2006 under the Stock Purchase Plan.

(d)	N/A
(e)	N/A

3

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Pursuant to the Plans, as of April 21, 2006 Mr. Jeffries currently holds vested stock options to purchase 6,352,457 shares of Common Stock and 1,122,779 unvested stock options. He participates in the Stock Purchase Plan pursuant to which $100 is automatically withheld weekly and used to purchase shares of Common Stock at the average market price of all the shares purchased by the Stock Purchase Plan for the month. The Amended and Restated Employment Agreement between the Company and Mr. Jeffries, effective as of August 15, 2005 (the “Employment Agreement”), provides for a career share award representing the right to receive 1,000,000 shares of Common Stock on December 31, 2008 if Mr. Jeffries remains employed with the Company. The career share award will vest in full upon a “change of control” of the Company and may or may not vest in whole or in part as a result of Mr. Jeffries’ termination of employment with the Company, depending upon the circumstances. Mr. Jeffries has agreed to continue to hold the shares received pursuant to the career share award for a period of one year after he ceases to be an executive officer of the Company (the “Holding Period”). Mr. Jeffries has also agreed to hold through the Holding Period one half of the profit shares (as defined below) he received from the first one million (1,000,000) Company stock options he exercised after April 8, 2005. “Profit shares” means the number of shares determined by dividing (i) the excess of (a) the aggregate market value of the shares of Common Stock acquired upon such exercise over (b) the aggregate purchase price of the shares of Common Stock plus applicable tax withholding by (ii) the market value of one share of Common Stock on the date of exercise.

Item 7. Material to Be Filed as Exhibits

Exhibit 1            Abercrombie & Fitch Associate Stock Purchase Plan

     The Plans (and forms of award agreements thereunder), the Employment Agreement and the Stipulations of Settlement are incorporated herein by reference as follows:

1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan (reflects amendments through December 7, 1999 and the two-for-one stock split distributed June 15, 1999 to stockholders of record on May 25, 1999), incorporated herein by reference to Exhibit 10.2 to Abercrombie & Fitch Co.’s Annual Report on Form 10-K for the fiscal year ended January 29, 2000 (File No. 001-12107).

Abercrombie & Fitch Co. 2002 Stock Plan for Associates (as amended and restated May 22, 2003), incorporated herein by reference to Exhibit 10.4 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended May 3, 2003 (File No. 001-12107).

Form of Restricted Shares Award Agreement (No Performance-Based Goals) under the 1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan after November 28, 2004, incorporated herein by reference to Exhibit 10.12 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004 (File No. 001-12107).

4

Form of Stock Option Agreement (Nonstatutory Stock Options) under the 1998 Restatement of the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan prior to November 28, 2004, incorporated herein by reference to Exhibit 10.14 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004 (File No. 1-12107)

Form of Restricted Shares Award Agreement under the Abercrombie & Fitch Co. 2002 Stock Plan for Associates prior to November 28, 2004, incorporated herein by reference to Exhibit 10.17 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004 (File No. 1-12107)

Form of Stock Option Agreement (Nonstatutory Stock Options) under the Abercrombie & Fitch Co. 2002 Stock Plan for Associates prior to November 28, 2004, incorporated herein by reference to Exhibit 10.19 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2004 (File No. 1-12107)

Amended and Restated Employment Agreement, entered into by A&F and Michael S. Jeffries as of August 15, 2005, incorporated herein by reference to Exhibit 10.1 to Abercrombie & Fitch Co.’s Current Report on Form 8-K dated and filed August 26, 2005 (File No. 001-12107).

Stipulation of Settlement dated April 8, 2005 regarding In re Abercrombie & Fitch Co. Shareholder Derivative Litigation, Consol. C.A. No. 1077-N, incorporated herein by reference to Exhibit 10.1 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2005 (File No. 001-12107).

Supplemental Stipulation of Settlement dated June 1, 2005 regarding In re Abercrombie & Fitch Co. Shareholder Derivative Litigation, Consol. C.A. No. 1077, incorporated herein by reference to Exhibit 10.2 to Abercrombie & Fitch Co.’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2005 (File No. 001-12107).

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 2, 2006

Date

/s/ Michael S. Jeffries

Signature

Michael S. Jeffries, Chairman and Chief Executive Officer of Abercrombie & Fitch Co.

Name/Title

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

5

INDEX TO EXHIBIT

Exhibit No.	Description
1	Abercrombie & Fitch Associate Stock Purchase Plan

6

EX-99.1

Exhibit 1

ABERCROMBIE & FITCH CO. ASSOCIATE STOCK PURCHASE PLAN

(Effective July 1, 1998)

TABLE OF CONTENTS

			Page
ARTICLE I — Definitions				1
	1.1.	“Account”		1
	1.2.	“Affiliate”		1
	1.3.	“Associate”		1
	1.4.	“Board of Directors”		1
	1.5.	“Company”		1
	1.6.	“Company Stock”		1
	1.7.	“Compensation”		1
	1.8.	“Contributions”		1
	1.9.	“Custodian”		1
	1.10.	“Eligible Associate”		1
	1.11.	“Employer”		2
	1.12.	“Employer Stock”		2
	1.13.	“Enrollment Form”		2
	1.14.	“IBI Stock”		2
	1.15.	“Limited Stock”		2
	1.16.	“Participant”		2
	1.17.	“Plan”		2
	1.18.	“Section 16 Person”		2
	1.19.	“Servicing Agreement”		2
	1.20.	“Subsidiary”		2
	1.21.	“The Limited Plan”		3
ARTICLE II — Participation				3
	2.1.	Enrollment		3
	2.2.	Modifications		3
	2.3.	Termination of Eligible Associate Status		3
ARTICLE III — Contributions				3
	3.1.	Withholding		3
	3.2.	Payment to Custodian		3
	3.3	Servicing Agreement		3
ARTICLE IV — Investment of Contributions				4
	4.1.	Accounts with Custodian		4
	4.2.	Purchases of Company Stock; Dividends		4
	4.3.	Transfer of Account Balances from The Limited Plan		5
	4.4.	Statements		5

			Page
	4.5.	Commissions and Expenses		5
	4.6.	Reports and Materials		5
	4.7.	Withdrawals and Sales of Employer Stock		5
	4.8.	Termination		6
	4.9.	Section 16 Persons		6
	4.10.	Subscription Rights		6
ARTICLE V — Amendment and Termination				7
	5.1.	Amendment of Plan		7
	5.2.	Termination of Plan		7
ARTICLE VI — Miscellaneous				7
	6.1.	No Right of Employment		7
	6.2.	Severability		7
	6.3.	Successors		7
	6.4.	Captions, Gender and Number		7
	6.5.	Risk of Participants		7
	6.6.	Tax Effects		8
	6.7.	Modifications, Waivers, Etc.		8
	6.8.	Liability of Employer		8
	6.9.	Governing Law		8
	6.10.	Rights as Stockholder		8
	6.11.	No Assignment of Rights		8

ABERCROMBIE & FITCH CO. ASSOCIATE STOCK PURCHASE PLAN

(Effective July 1, 1998)

     ABERCROMBIE & FITCH CO., a Delaware corporation (the “Company”), hereby adopts the Abercrombie & Fitch Co. Associate Stock Purchase Plan (the “Plan”) in order to provide Associates of the Company and its Affiliates and Subsidiaries with the opportunity to purchase shares of common stock of the Company.

ARTICLE I
Definitions

     Whenever used herein, the following words and phrases shall have the meanings stated below, unless a different meaning is clearly indicated by the context:

     1.1.  “Account” means the account maintained for each Participant by the Custodian, which will be the entire interest of the Participant under the Plan.

     1.2.  “Affiliate” means any entity which controls, is controlled by, or is under common control with, the Company.

     1.3.  “Associate” means any person employed by the Employer.

     1.4.  “Board of Directors” means the board of directors of the Company.

     1.5.  “Company” means Abercrombie & Fitch Co., a Delaware corporation, and any successor thereto.

     1.6.  “Company Stock” means the Class A common stock, $0.01 par value, of the Company.

     1.7.  “Compensation” means amounts received by an Eligible Associate from an Employer as cash compensation while the Eligible Associate is a Participant.

     1.8.  “Contributions” means the amounts withheld by the Employer from the Compensation of a Participant pursuant to an Enrollment Form, which amounts will be paid over to the Custodian for investment in Employer Stock.

     1.9.  “Custodian” means Merrill, Lynch, Pierce, Fenner & Smith, Inc., or the party or parties acting as such under the Servicing Agreement.

     1.10.  “Eligible Associate” means an Associate who (i) has the legal capacity to enter into binding contractual obligations, and (ii) is not in a category of Associates designated by the Employer as ineligible to participate in the Plan.

     1.11.  “Employer” means the Company and any Subsidiary or Affiliate which, with the consent of the Board of Directors, adopts this Plan and agrees to be bound by the terms of the Servicing Agreement.

     1.12.  “Employer Stock” means Company Stock and, with respect to any Participant who previously participated in The Limited Plan, any Limited Stock and/or IBI Stock which has been credited to the Participant’s Account pursuant to Section 4.3.

     1.13.  “Enrollment Form” means an agreement, on such form as may be prescribed by the Company, between an Eligible Associate and his or her Employer, whereby the Eligible Associate agrees to become a Participant in the Plan and directs the Employer to withhold Contributions from his or her Compensation.

     1.14.  “IBI Stock” means the Class A common stock, $.01 par value, of Intimate Brands, Inc.

     1.15.  “Limited Stock” means the Class A common stock, $.50 par value, of The Limited, Inc.

     1.16.  “Participant” means an Eligible Associate who has enrolled as a Participant in accordance with Section 2.1.

     1.17.  “Plan” means the Abercrombie & Fitch Co. Associate Stock Purchase Plan as the same may from time to time hereafter be amended.

     1.18.  “Section 16 Person” means (i) any member of the Board of Directors of the Company; (ii) the president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division or function, of the Company, any other officer of the Company who performs a policy-making function, or any other person who performs similar policy-making functions for the Company; or (iii) any person who is the beneficial owner of more than 10% of the Company’s equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934. The Chief Financial Officer of the Company shall designate those individuals who are Section 16 Persons and deliver a list of the Section 16 Persons eligible to participate in the Plan to the Custodian from time to time or at the request of the Custodian. Such list of Section 16 Persons will be conclusive on the Custodian and the sole source of determining who is a Section 16 Person, and the Custodian shall not be required to further investigate whether a Participant is a Section 16 Person.

     1.19.  “Service Agreement” means an agreement entered into by and between the Company and the Custodian governing certain terms and conditions of the Plan and its operations.

     1.20.  “Subsidiary” means any entity of which the Company owns, directly or indirectly, more than 50% of the issued and outstanding shares of common stock.

- 2 -

     1.21.  “The Limited Plan” means The Limited Associate Stock Purchase Plan, as amended and restated effective January 1, 1996. Associates of the Company were eligible to participate in the Plan from January 1, 1997 through June 30, 1998.

ARTICLE II
Participation

     2.1.  Enrollment. Each Eligible Associate may become a Participant by completing and returning to the Employer an Enrollment Form. By becoming a Participant, each Associate agrees to the provisions of the Plan and the Servicing Agreement and to all amendments to the Plan and the Servicing Agreement.

     2.2.  Modifications. An Enrollment Form may be modified, suspended, or terminated by the Participant by completing and returning a new Enrollment Form that will be effective as of such date as the Employer may determine.

     2.3.  Termination of Eligible Associate Status. If a Participant ceases to be an Eligible Associate, withholding of Contributions from subsequent Compensation will cease and the Participant will be entitled to all rights of an Associate terminating participation in the Plan as set forth in Section 4.8. From and after the time such Participant ceases to be an Eligible Associate, the Employer will have no obligations to the Custodian or the Participant under the Plan or the Servicing Agreement or with respect to the investments in the Participant’s Account.

ARTICLE III
Contributions

     3.1.  Withholding. After receipt of an Enrollment Form from a Participant, the Employer will withhold from each payment of Compensation to such Participant the amount of the Contribution designated on the Enrollment Form. Contributions will be withheld only from the net amount of Compensation payable in cash to the Participant after all other withholdings required by law or directed to be made by the Participant under any other employee benefit plan to which the Participant contributes have been made.

     3.2.  Payment to Custodian. The Employer will pay over to the Custodian monthly the Contributions withheld from each Participant for investment in Company Stock under the Plan and the Servicing Agreement, on behalf of and as agent for the Participant.

     3.3.  Servicing Agreement. The Company has entered into a Servicing Agreement with the Custodian, pursuant to which the Employer pays over Contributions to the Custodian arid the Custodian applies Contributions to the purchase of Company Stock. The Servicing Agreement constitutes a part of this Plan. In the event of any conflict between the terms of this Plan and the terms of the Servicing Agreement, the Plan will control as to matters involving the relationship between the Employer and the Associates and the Servicing Agreement will control as to matters involving the relationship between the Employer or Participants and the Custodian.

- 3 -

ARTICLE IV
Investment of Contributions

     4.1.  Accounts with Custodian.

          4.1.1.  The Custodian will establish for each Participant an Account to which will be credited all Company Stock purchased with Contributions paid to the Custodian on behalf of the Participant and all shares of Limited Stock, IBI Stock and/or Company Stock transferred to the Plan pursuant to Section 4.3. The Participant will be the sole beneficial owner of Employer Stock in the Participant’s Account. The terms governing the operations of the Account will be those set forth in the Servicing Agreement.

          4.1.2.  A Participant may, but will not be required to, enter into an arrangement with the Custodian for the conversion of the Participant’s Account into a regular brokerage or other investment account, but any investment, fee or other arrangement made in connection with such a conversion will be made by and between the Custodian and the Participant, and the Employer will have no obligations to the Custodian or the Participant with respect to such conversion or investments made as a result of such conversion.

     4.2.  Purchases of Company Stock; Dividends.

          4.2.1.  After receipt of Contributions from the Employer, the Custodian will purchase Company Stock for the Account of each Participant for whom a Contribution is received under the terms of the Servicing Agreement.

          4.2.2.  Upon receipt of cash dividends on Employer Stock held in a Participant’s Account, the Custodian will reinvest such dividends for the Account of such Participant in the same Employer Stock on which the dividends were paid. Cash dividends will be automatically reinvested in such Employer Stock no later than thirty (30) days following the receipt of the dividend by the Custodian.

          4.2.3.  The Custodian may purchase Employer Stock on any securities market on which the Employer Stock is traded, in the over-the-counter market or in private transactions from any person or entity, including The Limited, Inc., Intimate Brands, Inc., the Company, its Affiliates and Subsidiaries, and any employee benefit plan maintained by the Company and/or its Affiliates and Subsidiaries. The Custodian will purchase Employer Stock at such times as the Custodian, in its sole discretion, determines to be in the best interests of Participants. The price at which the Custodian will be deemed to have acquired shares for a Participant’s Account will be the average price of all shares of Company Stock, Limited Stock or IBI Stock, as the case may be, purchased by the Custodian for all Participant’s under the Plan pursuant to the same purchase order. Purchases of Employer Stock may be on such terms as to price, delivery and other matters as the Custodian, in its sole discretion, determines.

          4.2.4.  The Custodian may, for a number of reasons, including but not limited to observance of rules and regulations of the Securities and Exchange Commission requiring temporary suspension of purchases, be prohibited from applying funds to purchase Employer Stock as generally provided under the Plan and the Servicing Agreement, and the Custodian will have no responsibility at any time with respect to the value of Employer Stock purchased under

- 4 -

          the Plan and no liability in connection with any inability to purchase shares or the timing of any purchases because of conditions beyond the control of the Custodian. The Custodian may, in its sole discretion, commingle and hold Participant’s shares together with the shares of all other Participant’s in its name or in the name of its nominee.

     4.3.  Transfer of Account Balances from The Limited Plan. The Custodian will credit to the Account of each Participant who previously participated in The Limited Plan, the number of shares of Limited Stock, IBI Stock and/or Company Stock credited to such participant’s account under The Limited Plan that the Eligible Associated has elected, under the terms of The Limited Plan, to have transferred to this Plan. Except as provided by Section 4.2.2 with respect to the reinvestment of dividends, no shares of Limited Stock or IBI Stock shall be purchased pursuant to this Plan.

     4.4.  Statements. The Custodian will give to each Participant statements, at least quarterly, showing all transactions in the Participant’s Account and the number of shares of Employer Stock in the Participant’s Account under the terms of the Servicing Agreement.

     4.5.  Commissions and Expenses. The Employer will be responsible for, and pay to the Custodian, all fees, expenses and commissions relating to the establishment and maintenance of Accounts for Participants, the receipt by the Custodian of Contributions from the Employer and the purchase of Employer Stock with Contributions or dividends, but any fees, expenses or commissions relating to or resulting from the conversion of an Account to a regular brokerage account under Sections 2.3 or 4.1.2., the withdrawal of any investment from the Account, the sale of Employer Stock, the purchase of Employer Stock other than with the proceeds derived from Contributions or dividends, or the purchase or sale of anything other than Employer Stock, will be the responsibility of the Participant.

     4.6.  Reports and Materials. The Custodian will send to each Participant public reports and materials relating to Employer Stock received by the Custodian and vote only the whole shares of Employer Stock held in a Participant’s Account and only upon receipt of written directions from the Participant.

     4.7.  Withdrawals and Sales of Employer Stock. At any time that a Participant is or would be entitled to receive a certificate for his or her shares of stock held by the Custodian under the Plan, the Participant may request the Custodian to sell all or any portion of such shares. Following receipt of said request, the Custodian will make such sale for the Participant at the opening market price on the next business day. All sales may be made directly by the Custodian to any person and in any manner permitted for purchases of shares and shares allocated to the Accounts of all Participants may be commingled for sale. The Participants will be liable for and his or her Account will be charged with any brokerage commissions incurred in connection with such sale.

     It is understood that, for a number of reasons, including but not limited to observance of rules and regulations of the Securities and Exchange Commission requiring temporary suspension of the purchases, sales may not be made on the subsequent sale date. The Custodian will have no responsibility at any time with respect to the value of shares sold under the Plan and no liability in connection with any inability to sell shares or the timing of any sales because of

- 5 -

conditions beyond its control. A Participant will have no right to draw checks or drafts against his or her Account or to request the Custodian to take any action with respect to any shares or cash held therein except as expressly provided herein.

     4.8.  Termination. Participation in the Plan may be terminated at any time by written notice from the Participant received by the Custodian and will be terminated by written notice of the death or adjudicated incompetency of a Participant similarly received. A Participant’s participation in the Plan may also be terminated upon receipt by the Custodian of a notice from the Employer that the Participant is no longer an Eligible Associate of the Employer or that the Participant has given the Employer notice of his or her desire to terminate participation in the Plan. Any notice of termination received by the Custodian after a purchase order for shares has been placed will be effective after such investment has been completed. The Custodian may terminate a Participant’s Account by sending written notice of termination to the Participant and may terminate its services by sending such notice to all Participants.

     Upon termination by reason of notice of death or adjudicated incompetency of a Participant, the shares in the Participant’s Account will be retained and the cash balance plus additional dividends will be reinvested by the Custodian until such time as the Participant’s legal representative has been appointed and has furnished proof satisfactory to the Custodian of his or her right to receive payment of the shares in the Account. Upon such appointment or upon termination of participation in the Plan for any other reason, the Custodian will sell all assets held in the Account of the Participant and send a check for the net proceeds of such sale to the Participant or the Participant’s legal representative, unless the Participant or his or her legal representative elects, in writing delivered to the Custodian within thirty (30) days after the termination, either (1) to direct that the Custodian send the Participant or his or her legal representative a certificate for the full shares in the Account and a check in an amount equal to the then current market value of any fractional share, less any applicable sales commission, or (2) to direct that his or her Account under the Plan be converted to a regular brokerage account unrelated to the Plan, upon payment of any fee charged by the Custodian for such conversions.

     4.9.  Section 16 Persons. Notwithstanding the foregoing provisions of this Article IV, Section 16 Persons may not request nor permit the Custodian to sell any shares of Company Stock held by him or her under the Plan if such sale and distribution of cash would constitute a Discretionary Transaction (as defined in Rule 16b-3(b)(1) under the Securities Act of 1934) unless such request is made at least six months following the date of the most recent election by such Section 16 Person to effect a Discretionary Transaction with respect to any employee benefit plan of the Company involving an acquisition of shares of Company Stock.

     4.10.  Subscription Rights. In the event the Company and/or Abercrombie & Fitch makes available to its shareholders subscription rights to purchase additional shares, debentures, or other securities, the Custodian will sell such rights at the current market price therefor and credit the proceeds of such sale to the Participant’s Account. The proceeds of such sale will be automatically reinvested in Company Stock, Limited Stock and or IBI Stock, as the case may be, on the next business day following the receipt of the proceeds by the Custodian or as soon thereafter as practicable, but in no event later than thirty (30) days after receipt. Any Participant who wishes to exercise his or her rights to purchase additional securities must do so in a timely manner sufficient to permit the Custodian to issue his or her certificates to him or her so that the

- 6 -

right to purchase additional securities accruing to those certificates will flow directly to the Participant.

ARTICLE V
Amendment and Termination

     5.1.  Amendment of Plan. The provisions of this Plan may be amended at any time and from time to time by the Company; provided, however, that:

          5.1.1.  No amendment can increase the duties or liabilities of the Custodian without the consent of the Custodian;

          5.1.2.  No amendment can decrease the balance in any Participant’s Account; and

          5.1.3.  No amendment can affect the obligation of the Employer to pay over Contributions withheld from the Compensation of Participants to the Custodian.

     5.2.  Termination of Plan. The Company may terminate the Plan at any time. Upon termination of the Plan, (i) the Employer will pay over to the Custodian all Contributions withheld but not yet paid over and such Contributions will be applied to purchase Employer Stock under the Plan, and (ii) within thirty (30) days, the Employer will notify each Participant that the Plan has been terminated. After the termination, the rights of Participants to amounts held under their Accounts will be determined under the Servicing Agreement.

ARTICLE VI
Miscellaneous

     6.1.  No Right of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any Account will give any Participant, Associate, or other person the right to be retained in the service of any Employer, and all Participants and other Associates will remain subject to discharge to the same extent as if the Plan had never been adopted.

     6.2.  Severability. If any provision of this Plan is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provisions hereof, and this Plan will be construed and enforced as if such provision had not been included.

     6.3.  Successors. This Plan is binding upon the heirs, personal representatives, successors, and assigns of the parties, including each Associate or Participant, present and future.

     6.4.  Captions, Gender and Number. The headings and captions in the Plan are provided for convenience only, are not to be considered as part of the Plan, and are not to be employed in the construction of the Plan. Except where otherwise clearly indicated by context, the masculine neuter includes the feminine neuter, the singular includes the plural, and vice versa.

     6.5.  Risk of Participants. Each Participant assumes all risks associated with any decrease in the value of any securities in the Participant’s Account and agrees that the Account

- 7 -

will be the sole source of payments under the Plan and that no Employer will be responsible for the payment of any benefits under the Plan. The establishment and operation of this Plan by the Employer and the Custodian do not constitute a recommendation that any person purchase Employer Stock or any other securities. The Employer Stock available for purchase under the Plan may or may not be a suitable investment for Eligible Associates, and each Eligible Associate should therefore make an independent investigation into the merits of each investment. Each Participant, by becoming a Participant, agrees that the Participant is in no way relying on the Employer or the Custodian for information or advice concerning the Participant’s investment decision and that the Employer and the Custodian are under no obligation to inform the Participant of any information which the Employer or the Custodian may possess at any time which is or may be material to the investment decision of the Participant.

     6.6.  Tax Effects. Each Participant, by completing an Enrollment Form, acknowledges that the Participant is not relying on advice by any person associated with the Employer that favorable tax effects will result from participation in the Plan and that the Participant has been given sufficient opportunity to consult with the Participant’s own tax advisors concerning participation in the Plan.

     6.7.  Modifications, Waivers, Etc. No person, including Employers, Affiliates, Subsidiaries, the Custodian or their representatives, officers or employees, has the power to modify, amend or waive any of the provisions of the Plan or the Servicing Agreement except as otherwise provided in the Plan and the Servicing Agreement. No Associate or Participant is entitled to rely on any statement or representation of any person as to the terms of the Plan or the Servicing Agreement.

     6.8.  Liability of Employer. The Employer will be liable for failure to comply with the terms of the Plan only for its own negligence or knowing violations of the terms of the Plan, and will have no liability for any action or inaction of the Custodian under the Plan or the Servicing Agreement. The Employer and Custodian will be protected in relying on any paper or documents believed by them to be genuine and signed by the proper person or on any information provided by or statement made by any Associate.

     6.9.  Governing Law. The Plan and its operations will be governed by and construed in accordance with the laws of the State of Ohio, the federal law of the United States of America, and the rules and regulations of the Securities and Exchange Commission and of any exchange or market on which Employer Stock is traded, as same are now in effect or are hereafter amended.

     6.10.  Rights as Stockholder. Participants will have the rights of stockholders of the Company, The Limited, Inc. or Intimate Brands, Inc., as the case may be, only as to shares of Employer Stock actually credited to the Accounts of Participants.

     6.11.  No Assignment of Rights. No right of any Participant under the Plan or the Servicing Agreement can be assigned, pledged, sold, given or otherwise transferred by such Participation other than upon the death of the Participant by will, trust, or intestate succession.

- 8 -

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officers this ___day of ___, 1998.

ABERCROMBIE & FITCH CO.
By	/s/ Seth R. Johnson
Its	VP/CFO

- 9 -