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): February 5, 2009

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)

Registrant’s telephone number, including area code: (614) 283-6500

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 February 5, 2009, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the four-week period ended January 31, 2009 and for the fiscal year-to-date. A copy of the February 5, 2009 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 February 5, 2009 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 January 31, 2009. 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 February 5, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended January 31, 2009

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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: February 5, 2009

By: /s/ Jonathan E. Ramsden                              
Jonathan E. Ramsden
Executive Vice President and Chief Financial Offier

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated February 5, 2009

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News release issued by Abercrombie & Fitch Co. on February 5, 2009
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for four-week period ended January 31, 2009

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS

JANUARY SALES RESULTS

New Albany, Ohio, February 5, 2009: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $191.5 million for the four-week period ended January 31, 2009, a 13% decrease from net sales of $219.7 million for the four-week period ended February 2, 2008. Comparable store sales decreased 20% for the four-week period ended January 31, 2009, compared to the four-week period ended February 2, 2008. Total Company direct-to-consumer net sales increased 7% to $26.0 million for the four-week period ended January 31, 2009, compared to the four-week period ended February 2, 2008.

For the fifty-two week fiscal year ended January 31, 2009, the Company reported a net sales decrease of 6% to $3.540 billion from $3.750 billion for the fifty-two week fiscal year ended February 2, 2008. Fiscal 2008 comparable store sales decreased 13%. For the fifty-two week fiscal year ended January 31, 2009, the Company reported direct-to-consumer net sales increased 5% to $271.0 million.

January 2009 Developments

• Total Company net sales decreased 13%

• Total Company direct-to-consumer net sales increased 7%

• Total Company comparable store sales decreased 20%

• Abercrombie & Fitch comparable store sales decreased 16%

• abercrombie comparable store sales decreased 24%

• Hollister Co. comparable store sales decreased 24%

• RUEHL comparable store sales decreased 17%

The Company operated 352 Abercrombie & Fitch stores, 210 abercrombie stores, 507 Hollister Co. stores, 28 RUEHL stores and 14 Gilly Hicks stores in the United States at the end of fiscal January. The Company operates three Abercrombie & Fitch stores, two abercrombie stores and five Hollister Co. stores in Canada, and one Abercrombie & Fitch store and three Hollister Co. stores in the United Kingdom. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com, www.RUEHL.com and www.gillyhicks.com.

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

The company will release its fourth quarter results on Friday, February 13, 2009, 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 6647238 or through www.abercrombie.com

# # # #

For further information, call: 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
January 2008 Sales Release
Call Script

This is Eric Cerny, Manager of Investor Relations for Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended January 31, 2009.

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 January 31, 2009, were $191.5 million, a 13% decrease from net sales of $219.7 million for the four-week period ended February 2, 2008. Total Company direct-to-consumer net sales were $26.0 million for the four-week period ended January 31, 2009, a 7% increase from sales for the four-week period ended February 2, 2008. January comparable store sales decreased 20%. January sales results were favorably impacted by markdowns taken as part of the Company’s winter clearance event.

By brand, Abercrombie & Fitch comparable store sales were down 16%. Men’s comps were down by a mid single digit; women’s comps were down by a mid twenty. Transactions per store decreased 17%; average transaction value increased 1%.

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Abercrombie & Fitch
January 2008 Sales Release
Call Script

For abercrombie, comparable store sales were down 24%. Boys comps were down by a mid teen; girls comps were down by a high twenty. Transactions per store decreased 21%; average transaction value decreased 1%.

Hollister comparable store sales were down 24%. Dudes comps were down by a low teen; Bettys comps were down by a high twenty. Transactions per store decreased 23%; average transaction value increased 2%.

RUEHL comparable store sales were down 17%. Men’s comps were down by a low double digit; women’s comps were down by a high teen. Transactions per store decreased 18%; average transaction value decreased 4%.

From a merchandise classification standpoint across all brands, stronger performing masculine categories included sweaters, jeans, and fragrance, while graphic tees and knit tops were weakest. Stronger performing feminine categories included sweaters, outerwear and woven shirts, while knit tops, fleece, and graphic tees were weakest.

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Abercrombie & Fitch
January 2008 Sales Release
Call Script

Regionally, comparable store sales were down in all US regions and Canada. Comparable store sales were stronger in the flagship stores, particularly in the UK.

The Company will release its fourth quarter results on Friday, February 13, 2009, prior to the open of the market, followed by 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 6647238 or through www.abercrombie.com.

Thank You.

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