8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

(Amendment No. 5)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934

ABERCROMBIE & FITCH CO.

(Exact Name of Registrant as Specified in its Charter)

Delaware	31-1469076
(State of Incorporation or Organization)	(IRS Employer Identification Number)

6301 Fitch Path, New Albany, OH	43054
(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so	Name of Each Exchange on Which
Registered	Each Class is to be Registered
Series A Participating Cumulative Preferred Stock Purchase Rights	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box o

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act:

NONE
(Title of Each Class)

Abercrombie & Fitch Co. (the “Company”) or (“A&F”) hereby amends its Registration Statement on Form 8-A, dated July 21, 2008, as previously amended (as amended, the “Form 8-A”) as follows:

Item 1. Description of Securities to be Registered.

Item 1 of the Form 8-A is amended and supplemented by adding the following:

In connection with the merger of National City Bank (“NCB”) with PNC Bank, National Association whereby NCB became a division of the PNC Financial Services, Inc., NCB delivered a written resignation to the Company resigning from NCB’s role as transfer agent and registrar of the Company’s Class A Common Stock and from its role as Rights Agent under the Rights Agreement dated as of July 16, 1998 (as amended, the “Rights Agreement”), in each case effective as of the close of business on October 30, 2009.

The Board of Directors of the Company has appointed American Stock Transfer & Trust Company, LLC (“AST”) as the successor transfer agent and registrar of the Company’s Class A Common Stock and as successor Rights Agent under the Rights Agreement, in each case effective as of the opening of business on November 2, 2009.

The Appointment and Acceptance of Successor Rights Agent is attached hereto as Exhibit 4.6 and is incorporated herein by reference. The foregoing summary of the Appointment and Acceptance of Successor Rights Agent is qualified in its entirety by reference to the full text of Exhibit 4.6.

Item 2. Exhibits.

Item 2 of the Form 8-A is hereby amended by adding the following Exhibit 4.6 filed herewith:

Exhibit No.		Document Designation
	4.1	Rights Agreement, dated as of July 16, 1998, between A&F and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 1 to A&F’s Registration Statement on Form 8-A dated and filed July 21, 1998 (File No. 001-12107).
	4.2	Amendment No. 1 to Rights Agreement, dated as of April 21, 1999, between A&F and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 2 to A&F’s Form 8-A (Amendment No. 1), dated April 23, 1999 and filed April 26, 1999 (File No. 001-12107).
	4.3	Certificate of adjustment of number of Rights associated with each share of Class A Common Stock, dated May 27, 1999, incorporated herein by reference to Exhibit 4.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107).

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Exhibit No.		Document Designation
	4.4	Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on October 8, 2001, between A&F and National City Bank, incorporated herein by reference to Exhibit 4.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2001 (File No. 001-12107).
	4.5	Amendment No. 2, dated as of June 11, 2008, to the Rights Agreement, dated as of July 16, 1998, between A&F and National City Bank (as successor to First Chicago Trust Company of New York), as Rights Agent, incorporated herein by reference to Exhibit 4.01 to A&F’s Form 8-A/A (Amendment No. 2), dated and filed June 12, 2008 (File No. 001-12107).
	4.6	Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on November 2, 2009, between A&F and American Stock Transfer & Trust Company, LLC (filed herewith)

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

	ABERCROMBIE & FITCH CO.
Dated: November 3, 2009	By:	/s/ David S. Cupps
		David S. Cupps
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit
Number		Description
	4.1	Rights Agreement, dated as of July 16, 1998, between A&F and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 1 to A&F’s Registration Statement on Form 8-A dated and filed July 21, 1998 (File No. 001-12107).
	4.2	Amendment No. 1 to Rights Agreement, dated as of April 21, 1999, between A&F and First Chicago Trust Company of New York, incorporated herein by reference to Exhibit 2 to A&F’s Form 8-A (Amendment No. 1), dated April 23, 1999 and filed April 26, 1999 (File No. 001-12107).
	4.3	Certificate of adjustment of number of Rights associated with each share of Class A Common Stock, dated May 27, 1999, incorporated herein by reference to Exhibit 4.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999 (File No. 001-12107).
	4.4	Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on October 8, 2001, between A&F and National City Bank, incorporated herein by reference to Exhibit 4.6 to A&F’s Quarterly Report on Form 10-Q for the quarterly period ended August 4, 2001 (File No. 001-12107).
	4.5	Amendment No. 2, dated as of June 11, 2008, to the Rights Agreement, dated as of July 16, 1998, between A&F and National City Bank (as successor to First Chicago Trust Company of New York), as Rights Agent, incorporated herein by reference to Exhibit 4.01 to A&F’s Form 8-A/A (Amendment No. 2), dated and filed June 12, 2008 (File No. 001-12107).
	4.6	Appointment and Acceptance of Successor Rights Agent, effective as of the opening of business on November 2, 2009, between A&F and American Stock Transfer & Trust Company, LLC (filed herewith)

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EX-4.6

EXHIBIT 4.6

APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT

This APPOINTMENT AND ACCEPTANCE OF SUCCESSOR RIGHTS AGENT, is entered into as of the opening of business on November 2, 2009, by and between Abercrombie & Fitch Co., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (“AST”).

WITNESSETH:

WHEREAS, on October 8, 2001, the Company appointed National City Bank (now a division of PNC Financial Services Group, Inc. (“PNC”) and hereinafter referred to as “NCB”) to serve as “Rights Agent” under the Rights Agreement, dated as of July 16, 1998, which was subsequently amended by Amendment No. 1, dated as of April 21, 1999, and by Amendment No. 2, dated as of June 11, 2008 (collectively, the “Rights Agreement”); and

WHEREAS, in connection with the merger with PNC, NCB determined that it would no longer provide corporate services as a rights agent and submitted its resignation as Rights Agent under the Rights Agreement to be effect as of the close of business on October 30, 2009; and

WHEREAS, the Company has accordingly removed NCB as Rights Agent under the Rights Agreement effective as of the close of business on October 30, 2009; and

WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has the right to appoint a successor to the Rights Agent if the Rights Agent resigns, is removed or otherwise becomes incapable of acting; and

WHEREAS, AST has indicated to the Company that AST would be willing to serve as successor Rights Agent under the Rights Agreement, effective as of the opening of business on November 2, 2009;

NOW, THEREFORE, the Company and AST agree as follows:

1. Pursuant to Section 21 of the Rights Agreement, the Company hereby appoints, and AST hereby accepts the appointment of, AST as successor Rights Agent under the Rights Agreement, effective as of the opening of business on November 2, 2009.

2. In all respects not inconsistent with the terms and provisions of this Appointment and Acceptance of Successor Rights Agent, the Rights Agreement is hereby ratified and confirmed. In executing and delivering this Appointment and Acceptance of Successor Rights Agent, AST shall be entitled to all of the privileges and immunities afforded to, and subject to all of the obligations and duties of, the Rights Agent under the terms and conditions of the Rights Agreement.

3. This Appointment and Acceptance of Successor Rights Agent may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Appointment and Acceptance of Successor Rights Agent to be duly executed by their respective authorized representatives to be effective as of the day and year first above written.

AMERICAN STOCK TRANSFER & TRUST		ABERCROMBIE & FITCH CO.
COMPANY, LLC
By:	/s/ Kenneth E. Staub	By:	/s/ David S. Cupps
	Name: Kenneth E. Staub		Name: David S. Cupps
	Title: Senior Vice President		Title: Sr. VP, Secretary, General Counsel