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): August 7, 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 2.02. Results of Operations and Financial Condition.

and

Item 7.01. Regulation FD Disclosure.

     On August 7, 2008, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the four-week period ended August 2, 2008 and for the fiscal year-to-date, and updating the Registrant’s guidance in respect of earnings per diluted share for the first half of the fiscal year ending January 31, 2009. A copy of the August 7, 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 August 7, 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 August 2, 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 August 7, 2008
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended August 2, 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: August 7, 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 August 7, 2008

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News release issued by Abercrombie & Fitch Co. on August 7, 2008
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended August 2, 2008

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

JULY NET SALES INCREASE 2%

New Albany, Ohio, August 7: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $303.1 million for the four-week period ended August 2, 2008, a 2% increase over net sales of $296.4 million for the four-week period ended August 4, 2007. July comparable store sales decreased 7%. Total Company direct-to-consumer net sales increased 14% to $18.3 million for the four-week period ended August 2, 2008, compared to the four-week period ended August 4, 2007.

Year-to-date, the Company reported a net sales increase of 6% to $1.646 billion from $1.547 billion last year. Comparable store sales decreased 4% for the year-to-date period. Year-to-date, the Company reported that direct-to-consumer net sales increased 33% to $118.4 million.

July 2008 Developments

• Total Company net sales increased 2%

• Total Company direct-to-consumer net sales increased 14%

• Total Company comparable store sales decreased 7%

• Abercrombie & Fitch comparable store sales increased 1%

• abercrombie comparable store sales decreased 15%

• Hollister Co. comparable store sales decreased 11%

• RUEHL comparable store sales decreased 25%

Based upon lower than expected July sales, the Company now expects to report earnings per diluted share for the first half of the year of $1.55, which includes $0.01 related to charges associated with the departure of a senior executive.

The Company will release its second quarter results on Friday, August 15, 2008. At that time, the Company will provide additional information about its second quarter results and will give guidance on the second half of the fiscal year.

The Company operated a total of 353 Abercrombie & Fitch stores, 209 abercrombie stores, 479 Hollister Co. stores, 25 RUEHL stores and eight Gilly Hicks stores in the United States at the end of fiscal July. The Company operates 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, www.hollisterco.com and www.RUEHL.com.

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

The Company will release its second quarter results on Friday, August 15, 2008, prior to the open of the market and hold a conference call at 8:30 AM Eastern Time. To listen to the conference call,

dial (800) 811-0667 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 981- 4901. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820, followed by the conference ID number 7331496 or through www.abercrombie.com.

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For further information, call Investor Relations: Brian Logan (614) 283-6877 or
Eric Cerny (614) 283-6385

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
July 2008 Sales Release
Call Script

This is Brian Logan, Vice President Investor Relations and Controller of Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended August 2, 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 August 2, 2008, were $303.1 million compared to $296.4 million for the four-week period ended August 4, 2007. Total Company direct-to-consumer net sales increased to $18.3 million for the four-week period ended August 2, 2008, a 14% increase over sales for the four-week period ended August 4, 2007. July comparable store sales decreased 7%.

By brand, Abercrombie & Fitch comparable store sales were up 1%. Men’s comps were up by a mid teen; women’s comps were down by a high single digit. Transactions per store per week decreased 6%; average transaction value increased 9%.

In abercrombie, comparable store sales were down 15%. Boys comps were down by a high single digit; girls comps were down by a high teen.

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Abercrombie & Fitch
July 2008 Sales Release
Call Script

Transactions per store decreased 19%; average transaction value increased 2%.

Hollister comparable store sales were down 11%. Dudes comps were up by a mid single digit; Bettys comps were down by a mid teen. Transactions per store decreased 17%; average transaction value increased 3%.

RUEHL comparable store sales were down 25%. Men’s comps were down a high single digit; women’s comps were down by mid thirties. Transactions per store decreased 42%; average transaction value increased 13%.

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

Comps were strongest in flagship stores and US-based “tourist” stores. On a regional basis, excluding flagship and tourist stores, comps were strongest in the Southwest and weakest in the Midwest.

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Abercrombie & Fitch
July 2008 Sales Release
Call Script

Based upon lower than expected July sales, the Company now expects earnings per diluted share for the first half of the year of $1.55, which includes $0.01 related to charges associated with the departure of a senior executive.

The Company will release its second quarter results on Friday, August 15, 2008, prior to the open of the market followed by a conference call at 8:30am Easter Time. At that time, the Company will provide additional information about its second quarter results and will give guidance on the second half of the fiscal year. To listen to the conference call, dial (800) 811-0667 and ask for the Abercrombie & Fitch Quarterly Call or go to www.abercrombie.com. The international call-in number is (913) 981-4901. This call will be recorded and made available by dialing the replay number (888) 203-1112 or the international number (719) 457-0820, followed by the conference ID number 7331496 or through www.abercrombie.com. Thank You.

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