8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

August 12, 2004 Date of Report (Date of earliest event reported)

AMERICAN EAGLE OUTFITTERS, INC. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

0-23760	13-2721761
(Commission File Number)	(IRS Employer Identification No.)
150 Thorn Hill Drive	15086-7528
Warrendale, Pennsylvania	(Zip Code)
(Address of principal executive offices)

(724) 776-4857 (Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

ITEM 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
	(c) Exhibits
	Exhibit No.	Description
	99.1	Press Release dated August 12, 2004
ITEM 12 .	Results of Operations and Financial Condition.
	The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 12 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. On August 12, 2004, American Eagle Outfitters, Inc. (the "Company") issued a press release announcing, among other things, the Company's financial results for the second quarter ended July 31, 2004.  A copy of this press release is attached hereto as Exhibit 99.1.

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.

	AMERICAN EAGLE OUTFITTERS, INC.
Dated: August 12, 2004	By:	/s/ Laura A. Weil
	Name:	Laura A. Weil
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release dated August 12, 2004

EX-99.1

EXHIBIT 99.1

AMERICAN EAGLE
OUTFITTERS

Reports Record Second Quarter EPS of $0.40 versus $0.11 Last Year;
Comparable Store Sales Increase 12.7% and Total Sales Rise 22.8%

Warrendale, PA, August 12, 2004 - American Eagle Outfitters, Inc. (NASDAQ: AEOS) today announced its consolidated financial results for the second quarter ended July 31, 2004.  Management also stated that the strong sales momentum has continued into August.  At this time the Company is comfortable with the current third quarter First Call mean estimate of $0.47 per share.

Second Quarter Ended July 31, 2004

• Total sales increased 22.8% to $413.8 million from $337.1 million for the quarter ended August 2, 2003.
• Consolidated comparable store sales, which include American Eagle and Bluenotes/Thriftys stores, increased 12.7% when compared to the corresponding period last year.
• Gross profit as a percent to sales increased to 39.7% from 33.0% last year due primarily to an improvement in merchandise margins. 
• Operating income for the quarter increased to $47.9 million, or 11.6% as a percent to sales, from $12.6 million, or 3.7% as a percent to sales last year.
• Net income for the quarter increased to $29.6 million, or $0.40 per share on a diluted basis, from net income of $8.1 million, or $0.11 per share on a diluted basis last year.

Year-to-Date for the Six Months Ended July 31, 2004

• Total sales increased 21.4% to $763.8 million from $628.9 million for the six months ended August 2, 2003.
• Consolidated comparable store sales, which include American Eagle and Bluenotes/Thriftys stores, increased 11.1% when compared to the corresponding period last year. 
• Gross profit as a percent to sales increased to 41.1% from 34.5% last year due primarily to an improvement in merchandise margins.
• Operating income for the period increased to $87.9 million, or 11.5% as a percent to sales, from $22.3 million, or 3.5% as a percent to sales last year.
• Net income for the period increased to $54.7 million, or $0.74 per share on a diluted basis, from net income of $14.5 million, or $0.20 per share on a diluted basis last year.

* * * *

At 9:00 a.m. EST, on August 12, 2004, the Company's management team will host a conference call to review the financial results. To listen to the call, dial 877-601-0864 at least ten minutes prior to the start of the call. The conference call will also be simultaneously broadcast over the Internet at www.ae.com. A replay will be available beginning August 12th at 1:00 p.m. EST through August 26th. To listen to the replay, dial 1-800-642-1687 and reference confirmation code #9047190. An audio replay of the conference call will also be available at www.ae.com.

American Eagle Outfitters (NASDAQ: AEOS) is a leading lifestyle retailer that designs, markets, and sells its own brand of relaxed, casual clothing for 15 to 25 year olds, providing high-quality merchandise at affordable prices. AE's collection includes modern basics like jeans, cargo pants, and graphic Ts as well as a stylish assortment of cool accessories, outerwear and footwear. AE's Canadian subsidiary, Bluenotes/Thriftys, offers a more urban/suburban, denim-driven collection for 12 to 22 year olds. American Eagle Outfitters currently operates 758 AE stores in 49 states, the District of Columbia and Puerto Rico, 68 AE stores in Canada, and 107 Bluenotes/Thriftys stores in Canada. AE also operates via its Web business, www.ae.com, which offers additional sizes and styles of favorite AE merchandise.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:  This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, specifically regarding third quarter earnings.  All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Company's control.  Such factors include, but are not limited to the risk that our third quarter sales, markdowns and/or earnings expectations may not be achieved, and those other risks described in the Company's filings with the Securities and Exchange Commission.  Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements.  The Company does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that projected results expressed or implied will not be realized.

Company Contacts:    

Laura Weil
Judy Meehan
724-776-4857

AMERICAN EAGLE OUTFITTERS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
		(Unaudited)				(Unaudited)
		July 31, 2004		January 31, 2004		August 2, 2003
ASSETS
Cash, cash equivalents and short-term investments	$	332,611	$	337,812	$	208,966
Merchandise inventory		169,840		120,586		159,036
Other current assets		86,067		67,225		73,815
Total current assets		588,518		525,623		441,817
Property and equipment, net		299,115		278,689		277,619
Goodwill, net		10,136		10,136		23,614
Other assets, net		53,103		50,623		30,934
Total Assets	$	950,872	$	865,071	$	773,984
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	70,732	$	71,330	$	64,525
Accrued compensation and payroll taxes		26,415		14,409		17,762
Accrued rent		29,984		30,985		27,874
Accrued income and other taxes		18,640		28,669		14,852
Unredeemed stored value cards and gift certificates		15,388		25,785		13,593
Current portion of note payable		4,832		4,832		4,593
Other current liabilities		15,661		13,025		10,103
Total current liabilities		181,652		189,035		153,302
Note payable		11,469		13,874		15,100
Other non-current liabilities		21,475		18,492		9,752
Total non-current liabilities		32,944		32,366		24,852
Total stockholders' equity		736,276		643,670		595,830
Total Liabilities and Stockholders' Equity	$	950,872	$	865,071	$	773,984
Current Ratio		3.24		2.78		2.88

AMERICAN EAGLE OUTFITTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) (Unaudited)
		Three Months Ended				Six Months Ended
		July 31, 2004		August 2, 2003		July 31, 2004		August 2, 2003
Net sales	$	413,777	$	337,055	$	763,802	$	628,913
Cost of sales, including certain buying,
occupancy and warehousing expenses		249,485		225,866		449,641		411,736
Gross profit		164,292		111,189		314,161		217,177
Selling, general and administrative expenses		100,742		84,826		195,922		167,682
Depreciation and amortization		15,684		13,763		30,306		27,179
Operating income		47,866		12,600		87,933		22,316
Other income, net		520		514		1,497		1,155
Income before income taxes		48,386		13,114		89,430		23,471
Provision for income taxes		18,762		5,010		34,699		8,964
Net income	$	29,624	$	8,104	$	54,731	$	14,507
Basic income per common share	$	0.41	$	0.11	$	0.76	$	0.20
Diluted income per common share	$	0.40	$	0.11	$	0.74	$	0.20
Weighted average common shares outstanding - basic		72,251		71,085		71,878		71,071
Weighted average common shares outstanding - diluted		74,164		72,380		73,692		72,175

Total gross square footage at end of period:
American Eagle Outfitters Stores	4,390,790	4,009,727
Bluenotes/Thriftys Stores	348,306	354,206

Store count at end of period:
American Eagle Outfitters Stores	825	776
Bluenotes/Thriftys Stores	107	111