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): June 5, 2008

   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 June 5, 2008, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the four-week period ended May 31, 2008 and for the fiscal year-to-date. A copy of the June 5, 2008 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 June 5, 2008 news release, the Registrant made available by telephone a pre-recorded message addressing the Registrant’s net sales and comparable store sales for the four-week period ended May 31, 2008. 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 June 5, 2008
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended May 31, 2008

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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: June 5, 2008	By:	/s/ Michael W. Kramer
		Michael W. Kramer Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated June 5, 2008

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News release issued by Abercrombie & Fitch Co. on June 5, 2008
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended May 31, 2008

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

MAY NET SALES INCREASE 8%

COMPARABLE STORE SALES DECREASE 1%

New Albany, Ohio, June 5, 2008: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $233.1 million for the four-week period ended May 31, 2008, an 8% increase over net sales of $215.0 million for the four-week period ended June 2, 2007. May comparable store sales decreased 1%. Total Company direct-to-consumer net sales increased 35% to $17.3 million for the four-week period ended May 31, 2008, compared to the four-week period ended June 2, 2007.

Year-to-date, the Company reported a net sales increase of 8% to $1.033 billion from $957.4 million last year. Comparable store sales decreased 3% for the year-to-date period. Year-to-date, total Company direct-to-consumer net sales increased 42% to $79.8 million.

May 2008 Developments

• Total Company net sales $233.1 million

• Total Company direct-to-consumer net sales $17.3 million

• Total Company comparable store sales decrease 1%

• Abercrombie & Fitch comparable store sales increase 6%

• abercrombie comparable store sales decrease 10%

• Hollister Co. comparable store sales decrease 7%

• RUEHL comparable store sales decrease 24%

The Company operated 352 Abercrombie & Fitch stores, 206 abercrombie stores, 463 Hollister Co. stores, 23 RUEHL stores and five Gilly Hicks stores in the United States at the end of fiscal May. The Company operated three Abercrombie & Fitch stores and three Hollister Co. stores in Canada, and one Abercrombie & Fitch store in London, England. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com and www.RUEHL.com.

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

# # # #

For further information, call:	Investor Inquiries: Brian Logan Vice President, Investor Relations & Controller (614) 283-6877
	Media Inquiries: Thomas Lennox Vice President, Corporate Communications (614) 283-6493

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 February 2, 2008, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2008 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
May 2008 Sales Release
Call Script

This is Brian Logan, Vice President of Investor Relations and Controller of Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended May 31st, 2008.

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 May 31st, 2008, were $233.1 million, an 8% increase over net sales of $215.0 million for the four-week period ended June 2nd, 2007. Total Company direct-to-consumer net sales increased 35% to $17.3 million for the four-week period ended May 31st, 2008, compared to the four-week period ended June 2nd, 2007. May comparable store sales decreased 1%.

By brand, Abercrombie & Fitch comparable store sales were up 6%. Men’s comps were up by a mid teen; women’s comps were down by a low single digit. Transactions per store per week were down 3%; while average transaction value was up 11%.

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Abercrombie & Fitch
May 2008 Sales Release
Call Script

In the kids business, abercrombie, comparable store sales were down 10%. Boys comps were up by a low single digit; girls comps were down by a mid teen. Transactions per store per week were down 14%; while average transaction value was up 3%.

Hollister comparable store sales were down 7%. Dudes comps were up by a low single digit; Bettys comps were down by a low double digit. Transactions per store per week were down 8%; while average transaction value was up 1%.

RUEHL comparable store sales were down 24%. Men’s comps were down a high single digit; women’s comps were down by a mid thirty. Transactions per store per week were down 36%; while average transaction value was up 5%.

From a merchandise classification standpoint across all brands, strongest performing masculine categories included, knit and fleece tops, fragrance and jeans, while shorts and graphic tees were weakest. In the feminine businesses, again on a total company basis, jeans, fleece and swimwear were strongest; while knit tops, graphic tees and shorts were weakest.

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Abercrombie & Fitch
May 2008 Sales Release
Call Script

Comps were strongest in US-based “tourist” stores and international stores; while comps were weakest in the Northeast and Midwest.

We will announce June sales on Thursday, July 10th, 2008.

Thank You.

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