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): July 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))

Item 7.01. Regulation FD Disclosure.

     On July 6, 2006, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the five-week period ended July 1, 2006 and net sales and comparable store sales for the fiscal year-to-date. A copy of the July 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 July 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 July 1, 2006 and net sales and comparable store sales for the fiscal year-to-date. To listen to this pre-recorded sales message, dial (800) 395-0662, or internationally, dial (402) 220-1262. A copy of the pre-recorded sales message transcript is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is 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 July 6, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended July 1, 2006 and for fiscal year-to-date

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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: July 6, 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 July 6, 2006

Abercrombie & Fitch Co.

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

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS
JUNE SALES RESULTS

New Albany, Ohio, July 6, 2006: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $243.0 million for the five-week period ended July 1, 2006, a 10% increase over last year’s June net sales of $221.6 million. June comparable store sales decreased 4% compared to the five-week period ended July 2, 2005.

Year-to-date, the Company reported a net sales increase of 17% to $1.086 billion from $927.4 million last year. Comparable store sales increased 3% for the year-to-date period.

June 2006 Developments

• Total Company net sales increased 10%

• Total Company comparable store sales declined 4%

• Abercrombie & Fitch comparable store sales declined 10%

• abercrombie comparable store sales increased 9%

• Hollister Co. comparable store sales declined 1%

The Company operated 348 Abercrombie & Fitch stores, 164 abercrombie stores, 342 Hollister Co. stores and ten RUEHL stores at the end of fiscal June. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com.

To hear the Abercrombie & Fitch pre-recorded June 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 1A. RISK FACTORS” 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
June 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 July 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 July 1^st, 2006 were $243.0 million compared with $221.6 million last year, an increase of 10%. Comparable store sales for the five-week period decreased 4% compared with the five-week period ended July 2^nd, 2005. Year-to-date sales were $1.086 billion versus $927.4 million last year, an increase of 17%. Comparable store sales increased 3% for the year-to-date period compared to last year.

By brand, Abercrombie & Fitch comparable store sales declined 10%. Men’s comps decreased by mid-teens, women’s comps decreased by a mid-single digit. In men’s, fragrance and graphic t-shirts performed well, comps were most difficult in polos and swimwear. In women’s, shorts and knit tops performed well, jeans were negative.

In the kids business, abercrombie, comparable store sales increased 9% versus last year. Boys comps were flat to last year, with polos and accessories performing well, swimwear was negative. Girls comps increased by low double digits, with shorts and knit tops performing well, jeans were negative.

Hollister comparable store sales declined 1%. Dudes comps decreased by a mid single digit and bettys comps increased by a low single digit. In dudes, graphic t-shirts and shorts performed well, swimwear and jeans were challenging. In bettys, knit tops and shorts performed best; jeans were negative.

We will announce July sales on Thursday, August 3^rd, 2006.

Thank you.

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