8-K

         
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             -----------------------

                                    FORM 8-K

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

                                February 17, 1998
                Date of Report (Date of earliest event reported)

                             ABERCROMBIE & FITCH CO.
             (Exact name of registrant as specified in its charter)

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          Delaware                     1-12107                   31-1469076
(State of other jurisdiction         (Commission               (IRS Employer
      of incorporation)               File no.)             Identification No.)

                            Four Limited Parkway East
                             Reynoldsburg, OH 43068
                                 (614) 577-6500



                     (Address of principal executive offices)




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Item 5.  Other Events

     On February 17, 1998, Abercrombie & Fitch Co. ("A&F") issued a press
release relating to A&F's fourth quarter results and the proposed exchange offer
to be conducted by The Limited, Inc., the parent of A&F and a Delaware
corporation ("The Limited"), in which The Limited will be offering to exchange
(the "Exchange Offer") shares of common stock of A&F for shares of The Limited's
common stock, subject to the terms and conditions of such Exchange Offer. A&F
also filed a Registration Statement on Form S-4 relating to the shares of common
stock of A&F to be issued pursuant to The Limited's proposed Exchange Offer. The
February 17, 1998 press release is attached as Exhibit 99.1 to this Form 8-K and
incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

     99.1 Press release dated February 17, 1998.

                                                       





                                    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 thereunto duly authorized.

                                       ABERCROMBIE & FITCH



                                       By:    /s/ Seth R. Johnson            
                                         ------------------------------------
                                           Name:  Seth R. Johnson
                                           Title: Vice-President and Chief 
                                                   Financial Officer
                                                  (Principal Financial and 
                                                    Accounting Officer)

February 18, 1998


                                                    





                                  EXHIBIT INDEX

99.1      Press Release dated February 17, 1998

EX-99.1

                                                                 Exhibit 99.1

                     [Letterhead of Abercrombie & Fitch Co.]


EMBARGOED FOR RELEASE AT 4:05 p.m. EST 2/17/98


         ABERCROMBIE & FITCH REPORTS 70% INCREASE IN FOURTH QUARTER 1997
         EARNINGS PER SHARE ON A 23% INCREASE IN COMPARABLE STORE SALES

        ABERCROMBIE & FITCH TO BECOME A FULLY INDEPENDENT PUBLIC COMPANY


Columbus, Ohio, February 17, 1998 -- Abercrombie & Fitch Co. (NYSE: ANF) today
reported that diluted earnings per share for the fourth quarter ended January
31, 1998, increased 70% to $.68, compared to $.40 per share last year. Net sales
for the fourth quarter increased 52% to $212.1 million from $139.2 million last
year. Comparable stores sales increased 23% in the fourth quarter. Operating
income increased 67% to $59.1 million compared to $35.3 million for the same
quarter last year. Net income increased 72% for the quarter to $35.3 million
compared to net income of $20.5 million last year.

Abercrombie & Fitch Co. also reported that diluted earnings per share for the
year ended January 31, 1998, increased 96% to $.94, compared to an adjusted $.48
per share last year. Net sales for the year increased 56% to $521.6 million.
Comparable store sales for the full year increased 21%. Operating income for the
full year increased 83% to $84.1 million, compared to $46.0 million last year.

The adjusted results for the prior year period presented reflect: 1.) 51.05
million shares outstanding 2.) interest expense on the Company's seasonal
borrowing and 3.) interest expense on the Company's ongoing capital structure,
excluding interest expense on the Company's $150 million credit agreement, which
agreement was repaid in the fourth quarter of 1996.

Today, Abercrombie & Fitch Co. filed a registration statement with the
Securities and Exchange Commission relating to a tax-free exchange offer which
is intended to establish the Company as a fully independent public company.

Mike Jeffries, President and CEO, said "Needless to say, we are excited about
this opportunity to become a fully independent public company. Our 22nd
consecutive quarter of improved earnings is reflective of all our associates'
continued commitment to and passion for the Abercrombie & Fitch brand. It is the
continued focus on the development and growth of our brand that will enhance A&F
shareholder value."

Abercrombie & Fitch is a lifestyle brand which, at the end of the fourth
quarter, operated 156 stores and published the A&F Quarterly.

For further information, please contact:             Tom Katzenmeyer

                                                     Abercrombie & Fitch, Inc.

                                                     614-415-7076