SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* JEFFRIES MICHAEL S (Last) (First) (Middle) 6301 FITCH PATH (Street) NEW ALBANY OH 43054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ABERCROMBIE & FITCH CO /DE/ [ ANF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/19/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/04/2009	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right(1)	$0(2)	12/19/2008		A		4,000,000		01/31/2014	12/19/2015	Class A Common Stock	4,000,000	$0	4,000,000	D

Explanation of Responses:

1. Per the terms of Mr. Jeffries' Employment Agreement dated December 19, 2008, Mr. Jeffries received a grant of 4,000,000 stock appreciation rights to be awarded as follows: 1,600,000 stock appreciation rights on December 19, 2008; 1,200,000 stock appreciation rights on March 2, 2009 and 1,200,000 stock appreciation rights on September 1, 2009.

2. On 12/19/08, 1,600,000 stock appreciation rights were awarded as follows: 800,000 with exercise price of $22.84; 200,000 with exercise price of $27.408; 200,000 with exercise price of $31.976; 200,000 with exercise price of $36.544; and 200,000 with exercise price of $41.112. On 3/2/09, 1,200,000 stock appreciation rights were awarded as follows: 600,000 with exercise price of $20.75; 150,000 with exercise price of $24.90; 150,000 with exercise price of $29.05; 150,000 with exercise price of $33.20; and 150,000 with exercise price of $37.35. On 9/1/09, 1,200,000 stock appreciation rights were awarded; 600,000 with exercise price of $31.66; 150,000 with exercise price of $37.992; 150,000 with exercise price of $44.324; 150,000 with exercise price of $50.656; and 150,000 with exercise price of $56.988.

Remarks:

This Form 4 is being amended to revise Footnote (2) to provide specific exercise prices for the September 1, 2009 award of stock appreciation rights.

	Robert J. Tannous, Attorney-in-Fact	09/03/2009
	** Signature of Reporting Person	Date
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