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): October 9, 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))

TABLE OF CONTENTS

EX-99.1

EX-99.2

Item 7.01. Regulation FD Disclosure.

     On October 9, 2008, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the five-week period ended October 4, 2008 and for the fiscal year-to-date, and the Registrant provided guidance in respect of net income per share on a fully-diluted basis for the third quarter of the fiscal year ending January 31, 2009. A copy of the October 9, 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 October 9, 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 five-week period ended October 4, 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 October 9, 2008
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended October 4, 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: October 9, 2008	By:	/s/ Brian Logan
		Brian Logan
		Vice President, Finance and Controller

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated October 9, 2008

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News release issued by Abercrombie & Fitch Co. on October 9, 2008
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended October 4, 2008

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

SEPTEMBER SALES RESULTS

New Albany, Ohio, October 9: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $275.4 million for the five-week period ended October 4, 2008, a 7% decrease from net sales of $297.4 million for the five-week period ended October 6, 2007. September comparable store sales decreased 14%. Total Company direct-to-consumer net sales decreased 5% to $20.9 million for the five-week period ended October 4, 2008, compared to the five-week period ended October 6, 2007.

Year-to-date, the Company reported a net sales increase of 3% to $2.327 billion from $2.270 billion last year. Comparable store sales decreased 6% for the year-to-date period. Year-to-date, the Company reported that direct-to-consumer net sales increased 20% to $158.2 million.

September 2008 Developments

• Total Company net sales decreased 7%

• Total Company direct-to-consumer net sales decreased 5%

• Total Company comparable store sales decreased 14%

• Abercrombie & Fitch comparable store sales decreased 7%

• abercrombie comparable store sales decreased 20%

• Hollister Co. comparable store sales decreased 20%

• RUEHL comparable store sales decreased 24%

Mike Jeffries, Chief Executive Officer and Chairman of the Board of Abercrombie & Fitch Co., said:

“During this time of extraordinary macroeconomic distress, it is important for us to manage the business with a seasoned and disciplined approach that will protect our brands for the long term and better position them for an eventual turnaround in consumer spending. We will continue our planned investment in international growth opportunities and avoid promotional pricing. The strength of our brands, together with management’s control over all aspects of the Company’s business, should enable us to emerge from these difficult times stronger than ever.”

Absent notable improvement in the macroeconomic environment and a return of consumer confidence, the Company expects the current trend to persist through the fourth quarter. In that event, net income per diluted share for the third quarter would be in the range of $0.74 to $0.76 and net income per diluted share for the second half of fiscal 2008 would fall appreciably below the Company’s most recent guidance.

The Company will report October sales results on Thursday, November 6, 2008 and third quarter earnings on Friday, November 14, 2008. At that time, the Company will update guidance for the second half of fiscal 2008.

The Company operated 351 Abercrombie & Fitch stores, 209 abercrombie stores, 492 Hollister Co. stores, 25 RUEHL stores and 10 Gilly Hicks stores in the United States at the end of fiscal September. The Company operates three Abercrombie & Fitch stores, one abercrombie store, 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 September sales message, please dial (800) 395-0662, or internationally, dial (402) 220-1262.

# # # #

For further information, call:	Investor Inquiries:
	Eric Cerny
	Manager, Investor Relations
	(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
September 2008 Sales Release
Call Script

This is Eric Cerny, Manager Investor Relations of Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended October 4th, 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 five-week period ended October 4th, 2008, were $275.4 million compared to $297.4 million for the five-week period ended October 6, 2007. Total Company direct-to-consumer net sales were $20.9 million for the five-week period ended October 4, 2008, a 5% decrease from sales for the five-week period ended October 6, 2007. September comparable store sales decreased 14%.

By brand, Abercrombie & Fitch comparable store sales were down 7%. Men’s comps were up by a high single digit; women’s comps were down by a mid teen. Transactions per store per week decreased 15%; average transaction value increased 11%.

In abercrombie, comparable store sales were down 20%. Boys comps were down by a high single digit; girls comps were down by a mid twenty.

1

Abercrombie & Fitch
September 2008 Sales Release
Call Script

Transactions per store decreased 25%; average transaction value increased 5%.

Hollister comparable store sales were down 20%. Dudes comps were down by a mid single digit; Bettys comps were down by a high twenty. Transactions per store decreased 26%; average transaction value increased 7%.

RUEHL comparable store sales were down 24%. Men’s comps were down a low single digit; women’s comps were down by a high thirty. Transactions per store decreased 39%; average transaction value increased 13%.

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

2

Abercrombie & Fitch
September 2008 Sales Release
Call Script

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

Mike Jeffries, Chief Executive Officer and Chairman of the Board of Abercrombie & Fitch Co., said:

“During this time of extraordinary macroeconomic distress, it is important for us to manage the business with a seasoned and disciplined approach that will protect our brands for the long term and better position them for an eventual turnaround in consumer spending. We will continue our planned investment in international growth opportunities and avoid promotional pricing. The strength of our brands, together with management’s control over all aspects of the Company’s business, should enable us to emerge from these difficult times stronger than ever.”

Absent notable improvement in the macroeconomic environment and a return of consumer confidence, the Company expects the current trend to persist through the fourth quarter. In that event, net income per diluted

3

Abercrombie & Fitch
September 2008 Sales Release
Call Script

share for the third quarter would be in the range of $0.74 to $0.76 and net income per diluted share for the second half of fiscal 2008 would fall appreciably below the Company’s most recent guidance.

The Company will report October sales results on Thursday, November 6, 2008 and third quarter earnings on Friday, November 14, 2008. At that time, the Company will update guidance for the second half of fiscal 2008.

Thank You

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