8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

(Amendment No. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934

ABERCROMBIE & FITCH CO.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Incorporation or Organization) 31-1469076
(IRS Employer Identification Number)

6301 Fitch Path, New Albany, OH
(Address of Principal Executive Offices) 43054
(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Series A Participating Cumulative Preferred Stock Purchase Rights	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

NONE
(Title of Each Class)

Item 1. Description of Securities to be Registered.

     The Board of Directors of Abercrombie & Fitch Co. (the “Company”) has approved an amendment to the Company’s existing Rights Agreement dated as of July 16, 1998 (as amended on April 21, 1999) to extend the final expiration date on which the Rights are exercisable to July 16, 2018.

     The Amendment is attached hereto as an exhibit and is incorporated herein by reference. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of such exhibit.

Item 2. Exhibits.

Exhibit No	Document Designation
4.01	Amendment No. 2 to Rights Agreement, dated as of June 11, 2008, by and between Abercrombie & Fitch Co. and National City Bank, as rights agent.

SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

	ABERCROMBIE & FITCH CO.
Dated: June 12, 2008	By:	/s/ David S. Cupps
		David S. Cupps
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
4.01	Amendment No. 2 to Rights Agreement, dated as of June 11, 2008, by and between Abercrombie & Fitch Co. and National City Bank, as rights agent.

EX-4.1

EXHIBIT 4.01

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     AMENDMENT NO. 2 dated as of June 11, 2008 to the Rights Agreement dated as of July 16, 1998 (the “Rights Agreement”) between Abercrombie & Fitch Co., a Delaware corporation (the “Company”), and National City Bank, as Rights Agent (the “Rights Agent”).

W  I  T  N  E  S  S  E  T  H

     WHEREAS, the parties hereto desire to amend the Rights Agreement to extend the Final Expiration Date of the Rights to July 16, 2018;

     WHEREAS, pursuant to Section 27 of the Rights Agreement, on June 11, 2008, the Board of Directors of the Company approved an amendment to the Rights Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Extension of Final Expiration Date. The definition of “Final Expiration Date” in Section 1 of the Rights Agreement is amended in its entirety to read as follows:

          ““Final Expiration Date” means the close of business on July 16, 2018.”

     SECTION 2. No Further Amendment. Except as expressly amended by this Amendment, the Rights Agreement shall remain in full force and effect as the same was in effect immediately prior to the date of this Amendment.

     SECTION 3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law rules, except that the rights and obligations of the Rights Agent shall be governed by the law of the state of New York.

     SECTION 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

ABERCROMBIE & FITCH CO.
By: /s/ David Cupps
Name:	David Cupps
Title:	Senior Vice President, General Counsel and Secretary
NATIONAL CITY BANK
By: /s/ Pamela Fisher
Name:	Pamela Fisher
Title:	Vice President – Shareholder Services