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): October 5, 2006

ABERCROMBIE & FITCH CO.

(Exact name of registrant as specified in its charter)

Delaware	1-12107	31-1469076
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6301 Fitch Path, New Albany, Ohio		43054
(Address of principal executive offices)		(Zip Code)

(614) 283-6500

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

     On October 5, 2006, Abercrombie & Fitch Co. (the “Registrant”) issued a news release reporting net sales and comparable store sales for the five-week period ended September 30, 2006 and net sales and comparable store sales for the fiscal year-to-date, and updating the Registrant’s guidance in respect of net income per share on a fully-diluted basis for the second-half of the fiscal year ending February 3, 2007 and for the full fiscal year. A copy of the October 5, 2006 news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     In connection with the October 5, 2006 news release, the Registrant has made available by telephone a pre-recorded message addressing the Registrant’s net sales and comparable store sales for the five-week period ended September 30, 2006 and net sales and comparable store sales for the fiscal year-to-date, and updating the Registrant’s guidance in respect of net income per share on a fully-diluted basis for the second-half of the fiscal year ending February 3, 2007 and for the full fiscal year. To listen to this pre-recorded sales message, dial (800) 395-0662, or internationally, dial (402) 220-1262. A copy of the pre-recorded sales message transcript is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (a) through (c) Not applicable.

     (d) Exhibits:

     The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News Release issued by Abercrombie & Fitch Co. on October 5, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended September 30, 2006 and for fiscal year-to-date, and updating the guidance of Abercrombie & Fitch Co. in respect of net income per share on a fully-diluted basis for the second-half of the fiscal year ending February 3, 2007 and for the full fiscal year

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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.

	ABERCROMBIE & FITCH CO.
Dated: October 5, 2006	By:	/S/ Michael W. Kramer
		Michael W. Kramer Senior Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Current Report on Form 8-K
Dated October 5, 2006

Abercrombie & Fitch Co.

Exhibit No.	Description
99.1	News Release issued by Abercrombie & Fitch Co. on October 5, 2006
99.2	Transcript of pre-recorded message of Abercrombie & Fitch Co. addressing net sales and comparable store sales for five-week period ended September 30, 2006 and for fiscal year-to-date, and updating the guidance of Abercrombie & Fitch Co. in respect of net income per share on a fully-diluted basis for the second-half of the fiscal year ending February 3, 2007 and for the full fiscal year

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EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH REPORTS
SEPTEMBER SALES INCREASE OF 29%;
COMPARABLE STORE SALES INCREASE 10%
COMPANY INCREASES SECOND HALF OF THE YEAR NET INCOME GUIDANCE

New Albany, Ohio, October 5, 2006: Abercrombie & Fitch (NYSE: ANF) today reported net sales of $295.3 million for the five-week period ended September 30, 2006, a 29% increase over last year’s September net sales of $228.3 million. September comparable store sales increased 10% compared to the five-week period ended October 1, 2005.

Year-to-date, the Company reported a net sales increase of 20% to $1.963 billion from $1.634 billion last year. Comparable store sales increased 5% for the year-to-date period.

September 2006 Developments

• Total Company net sales increased 29%

• Total Company comparable store sales increased 10%

• Abercrombie & Fitch comparable store sales increased 4%

• abercrombie comparable store sales increased 17%

• Hollister Co. comparable store sales increased 15%

• RUEHL comparable store sales increased 21%

Second Half and 2006 Fiscal Year Outlook

In August, the Company gave guidance for the second-half of fiscal 2006 of net income per share on a fully-diluted basis to be in the range of $3.15 to $3.20, including a charge of approximately $0.02 attributable to FAS 123(R). The Company now expects its fully-diluted net income per share for the second half of 2006 to be in the range of $3.25 to $3.30, including a charge of approximately $0.02 attributable to FAS 123(R). Based upon this guidance, the Company now expects its fully-diluted net income per share for the year to be in the range of $4.59 to $4.64, including approximately $0.10 attributable to FAS 123(R).

The Company operated 356 Abercrombie & Fitch stores, 167 abercrombie stores, 364 Hollister Co. stores and ten RUEHL stores at the end of fiscal September. The Company operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, and www.hollisterco.com.

To hear the Abercrombie & Fitch pre-recorded September sales message, please dial (800) 395-0662, or internationally, dial (402) 220-1262.

# # # #

For further information, call:	Thomas D. Lennox
	Vice President, Corporate Communications
	(614) 283-6751

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

A&F cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Press Release or made by management of A&F involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. The following factors, in addition to those included in the disclosure under the heading “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” in “ITEM 1A. RISK FACTORS” of A&F’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, in some cases have affected and in the future could affect the Company’s financial performance and could cause actual results for the 2006 fiscal year and beyond to differ materially from those expressed or implied in any of the forward-looking statements included in this Press Release or otherwise made by management: changes in consumer spending patterns and consumer preferences; the effects of political and economic events and conditions domestically and in foreign jurisdictions in which the Company operates, including, but not limited to, acts of terrorism or war; the impact of competition and pricing; changes in weather patterns; postal rate increases and changes; paper and printing costs; market price of key raw materials; ability to source product from its global supplier base; political stability; currency and exchange risks and changes in existing or potential duties, tariffs or quotas; availability of suitable store locations at appropriate terms; ability to develop new merchandise; ability to hire, train and retain associates; and the outcome of pending litigation. Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict. Therefore, there can be no assurance that the forward-looking statements included in this Press Release will prove to be accurate. In light of the significant uncertainties in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company, or any other person, that the objectives of the Company will be achieved. The forward-looking statements herein are based on information presently available to the management of the Company. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

EX-99.2

Exhibit 99.2

Abercrombie & Fitch
September 2006 Sales Release
Call Script

This is Mike Kramer, Senior Vice President and Chief Financial Officer of Abercrombie & Fitch. The following is a summary of our sales results for the fiscal month ended September 30^th, 2006.

Before I begin, I remind you that any forward-looking statements I may make are subject to the Safe Harbor Statement found in our SEC filings.

Net sales for the five-week period ended September 30^th, 2006, were $295.3 million compared with $228.3 million last year, an increase of 29%. Comparable store sales for the five-week period increased 10% compared with the five-week period ended October 1^st, 2005. Year-to-date sales were $1.963 billion versus $1.634 billion last year, an increase of 20%. Comparable store sales increased 5% for the year-to-date period.

By brand, Abercrombie & Fitch comparable store sales increased 4%. Men’s comps increased by a low single digit; women’s comps increased by a mid-single digit. In the men’s business, strength in knit tops, wovens and

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Abercrombie & Fitch
September 2006 Sales Release
Call Script

fragrance offset negative comps in jeans and fleece. In the women’s business, strength in fleece and knit tops offset negative comps in jeans.

In the kids business, abercrombie, comparable store sales increased 17% versus last year. Boys comps increased by high twenties while girls comps increased by low double digits. In boys, knits, graphic t-shirts and jeans were strong. In girls, knits, fleece and accessories performed well.

Hollister comparable store sales increased 15%. Dudes comps increased by a high single digit and Bettys comps increased by high teens. In Dudes, fleece, woven and knit increases were offset by decreases in jeans. In the Bettys business, strength in fleece, knits and pants offset negative comps in jeans.

RUEHL comparable store sales increased 21%. Men’s comps increased by low thirties and women’s comps increased by low teens. In men’s, knit tops and fleece were strong and in women’s, fleece, knit tops and pants were strong.

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Abercrombie & Fitch
September 2006 Sales Release
Call Script

Despite the posting of negative comp sales in jeans across most of our businesses, jeans continues to be a major classification, generating both strong sales productivity and contribution to gross margin.

As a result of our current business trends we are increasing our previously issued net income per share guidance of $3.15 to $3.20 per fully-diluted share for the second-half of fiscal 2006 (including a charge of $0.02 attributable to FAS 123(R)) to now be in the range of $3.25 to $3.30 per fully-diluted share. Based on this guidance we now expect our fully-diluted net income per share to be in the range of $4.59 to $4.64 (including approximately $0.10 attributable to FAS 123(R)) for the full year.

We will announce October sales on Thursday, November 2nd. Thank you.

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