FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

               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)   (I.R.S. EMPLOYER IDENTIFICATION NO.)


                FOUR LIMITED PARKWAY, REYNOLDSBURG, OHIO  43068
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

              If this Form relates to the registration of a class of debt
              securities and is effective upon filing pursuant to General
              Instruction A(c)(1), please check the following box. [ ]

              If this Form relates to the registration of a class of debt
              securities and is to become effective simultaneously with the
              effectiveness of a concurrent registration statement under the
              Securities Act of 1933 pursuant to General Instruction A(c)(2),
              please check the following box. [ ]


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

              Title of each class             Name of each exchange on which
              to be so registered             each class is to be registered
              -------------------             ------------------------------


              CLASS A COMMON STOCK,           NEW YORK STOCK EXCHANGE
               PAR VALUE $0.01 PER SHARE

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

                                      NONE

 
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


The material set forth in the section captioned "Description of Capital Stock"
in the Registrant's Amendment No. 2 to Registration Statement on Form S-1
(Registration No. 333-8231) (the "S-1 Registration Statement"), filed with the
Securities and Exchange Commission on August 28, 1996, is incorporated herein by
reference.

ITEM 2. EXHIBITS.*

1.  Copy of Amendment No. 2 to the S-1 Registration Statement.

2.  None.

3.  None.

4.  Amended and Restated Certificate of Incorporation and Form of Bylaws.

5.  Specimen Certificate of Class A Common Stock.

6.  None.

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* Pursuant to the Instructions as to Exhibits to Form 8-A, these Exhibits
will be filed with the New York Stock Exchange but not with the Securities and
Exchange Commission.


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                                   SIGNATURE


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.

Dated: August 28, 1996


                                                ABERCROMBIE & FITCH CO.


                                                By:   /s/ Kenneth B. Gilman
                                                   -----------------------------
                                                Name:  Kenneth B. Gilman
                                                Title: Vice Chairman
 












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