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)

November 5, 2009

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33338	13-2721761
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

77 Hot Metal Street Pittsburgh, Pennsylvania	15203-2329
(Address of principal executive offices)	(Zip Code)

(412) 432-3300

(Registrant's telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] 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
	The information in this Item 2.02 of Form 8-K, including the accompanying exhibits, 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 November 5, 2009, the Company issued a press release announcing, among other things, the Company's October 2009 sales.  A copy of the press release is attached hereto as Exhibit 99.1. The Company's Management issued a recorded sales commentary on November 5, 2009 to review the Company's sales results for the month ended October 31, 2009.  Additionally, Management updated its third quarter 2009 earnings guidance in both the press release and the commentary.  A copy of the sales commentary transcript is attached hereto as Exhibit 99.2.
ITEM 9.01.	Financial Statements and Exhibits
(c) Exhibits
Exhibit No.	Description
99.1*	Press release dated November 5, 2009 announcing October sales
99.2*	October sales commentary transcript dated November 5, 2009
* Such Exhibit is being "furnished" (not filed) pursuant to Item 2.02 of the Current Report on Form 8-K.

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.
	(Registrant)
Date: November 5, 2009	By:	/s/Joan Holstein Hilson
		Joan Holstein Hilson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1*	Press release dated November 5, 2009 announcing October sales
99.2*	October sales commentary transcript dated November 5, 2009
* Such Exhibit is being "furnished" (not filed) pursuant to Item 2.02 of the Current Report on Form 8-K.

EX-99

Exhibit 99.1

American Eagle Outfitters Reports October Sales Of $195.1 Million

Same Store Sales Decrease 5%

Updates Third Quarter Earnings

Pittsburgh - November 5, 2009 -- American Eagle Outfitters, Inc. (NYSE: AEO) today announced that total sales for the four weeks ended October 31, 2009 decreased 5% to $195.1 million, compared to $204.8 million for the four weeks ended November 1, 2008.  Comparable store sales decreased 5% for the month, compared to a 12% decrease for the same period last year.

Total sales for the third quarter ended October 31, 2009 decreased 1% to $749.0 million, compared to $754.0 million for the third quarter ended November 1, 2008. Comparable store sales decreased 4% for the third quarter compared to a 7% decline for the same period last year.

Total sales for the 39 week year-to-date period ended October 31, 2009 decreased 3% to $2.019 billion, compared to $2.083 billion for the 39 weeks ended November 1, 2008. Comparable store sales decreased 8% for the year-to-date period compared to a 7% decline for the same period last year.

Management expects third quarter non-GAAP earnings to be $0.20 to $0.21 per diluted share, which excludes an expected tax benefit of approximately $0.07 per diluted share associated with the repatriation of earnings from Canada. This guidance excludes the possibility of additional impairments or losses related to investment securities. This compares to third quarter non-GAAP earnings of $0.30 per diluted share last year, which excluded a $0.09 per share other-than-temporary impairment charge related to auction rate securities. Previous third quarter non-GAAP earnings guidance was $0.19 to $0.21 per diluted share which excluded a tax benefit of approximately $0.05 per diluted share associated with the repatriation of earnings from Canada.

To access the company's recorded monthly sales commentary, please dial (866) 514-0390, or internationally dial (585) 267-8021.

The company will announce third quarter earnings on Tuesday, November 24. Management will host a conference call at 9:00 a.m. Eastern Time that morning. To listen to the call, please dial (877) 407-0789 or internationally dial (201) 689-8562. The conference call will also be simultaneously broadcast over the Internet at http://www.ae.com/. Anyone unable to listen to the call may access a replay beginning at 12:00 p.m. Eastern Time. To listen to the replay, dial (877) 660-6853, or internationally dial (201) 612-7415, and reference account 3055 and confirmation code 322155. An audio replay of the conference call will also be available at http://www.ae.com/.

Non-GAAP Measures

This press release includes information on non-GAAP earnings per diluted share information. This measure is not based on any standardized methodology prescribed by U.S. generally accepted accounting principles ("GAAP") and is not necessarily comparable to similar measures presented by other companies. The Company believes that this non-GAAP information is useful as an additional means for investors to evaluate the Company's operating performance, when reviewed in conjunction with the Company's GAAP financial statements. This amount is not determined in accordance with GAAP and therefore, should not be used exclusively in evaluating the Company's business and operations.

AMERICAN EAGLE OUTFITTERS, INC. GAAP to Non-GAAP reconciliation (unaudited)
	13 Weeks Ended
	October 31,  2009	October 31,  2009	November 1,  2008
	Low Range	High Range
Diluted EPS on a GAAP basis	$0.27	$0.28	$0.21
Deduct:  Impact of tax benefit related to repatriation of earnings from Canada
	(0.07)	(0.07)	-
Add back:  Impact of other-than-temporary impairment charge related to auction rate securities	-	-	0.09
Non-GAAP Diluted EPS	$0.20	$0.21	$0.30

American Eagle Outfitters, Inc., through its subsidiaries, ("AEO, Inc.") offers high-quality, on-trend clothing, accessories and personal care products at affordable prices.  The American Eagle Outfitters brand targets 15 to 25 year old girls and guys, with 952 stores in the U.S. and Canada and online at www.ae.com.  aerie by american eagle offers Dormwear and intimates collections for the AE girl, with 137 standalone stores in the U.S. and Canada and online at www.aerie.com.  MARTIN + OSA provides clothing and accessories for 28 to 40 year old men and women at its 28 stores and online at www.martinandosa.com.  The latest brand, 77kids by american eagle, is available online only at www.77kids.com. 77kids offers "kid cool," durable clothing and accessories for kids ages two to 10.  AE.COM, the online home of the brands of AEO, Inc. ships to more than 60 countries worldwide.

"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 the Company's third quarter earnings expectations may not be achieved and the risks described in the Risk Factor Section of the company's Form 10-K and Form 10-Q filed 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.

CONTACT:    American Eagle Outfitters, Inc.

Judy Meehan, 412-432-3300    

EX-99

EXHIBIT 99.2

American Eagle Outfitters, Inc.
October 2009

Recorded Sales Commentary dated November 5, 2009

Good morning and welcome to the American Eagle Outfitters October 2009 Sales Commentary. This is Judy Meehan, Vice President of Investor Relations. During this call, I will make certain forward-looking statements based on our current expectations. Actual results may be materially different based on risk factors included in our quarterly and annual reports filed with the SEC.

Total sales for the four weeks ended October 31, 2009 declined 5% to $195.1 million, compared to $204.8 million for the four weeks ended November 1, 2008. Consolidated comparable store sales declined 5%, compared to a 12% decrease for the same period last year.

After a very positive start to the month, store traffic slowed during the second half, and was down in the mid-single digits for October. Importantly, the conversion rate increased slightly compared to last year, and held fairly consistent throughout the month. We offered fewer promotions compared to last year. This year, we have a planned approach toward AE promotions, reflecting tighter inventories across most key categories. For the month, the average unit retail price increased in the mid single-digits, and transaction value was up slightly.

AE women's comps declined in the mid single-digits, and men's declined in the high single-digits. Denim and woven shirts continued to be among the best performing categories. Although store traffic in October was disappointing, we continue to be optimistic about our opportunities this season. Beginning this month, we will launch planned promotions to highlight strong value during key selling periods. An update to the AE Holiday floor-set will arrive in stores on November 13th.

Now regarding the third quarter, comparable store sales declined 4%, which was consistent with our plan and a sequential improvement from the 10% comp decline in the first half. We expect third quarter non-GAAP earnings to be approximately $0.20 to $0.21 per share which excludes a tax benefit of approximately $0.07 per share. This compares to non-GAAP earnings of $0.30 per share last year, which excluded a $0.09 per share other-than-temporary impairment charge related to auction rate securities.

Due to the importance of Thanksgiving weekend, we will provide fourth quarter EPS guidance along with November sales on Thursday, December 3^rd. We will report third quarter earnings on Tuesday, November 24^th. Management will host a conference call at 9:00 a.m. Eastern Time that morning. To listen to the earnings conference call, please dial 1-877-407-0789.

Thank you for your continued interest in American Eagle Outfitters.