1

Item 2.02. Results of Operations and Financial Condition.

On August 17, 2010, Abercrombie & Fitch Co. (the “Registrant”) issued a press release (the “Release”) reporting the Registrant’s unaudited financial results for the thirteen weeks (quarterly period) and twenty-six weeks ended July 31, 2010. A copy of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release additional unaudited quarterly financial information as of and for the quarterly periods in the fiscal year ending January 29, 2011 (“Fiscal 2010”) and the fiscal year ended January 30, 2010 and year-to-date financial information for Fiscal 2010. Additional financial information was made available for the fiscal years ended January 30, 2010, January 31, 2009, February 2, 2008 and February 3, 2007. The additional financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant also made available in conjunction with the Release an investor presentation of results for the quarterly period ended July 31, 2010. The presentation, which is available in the “Investors” section of the Registrant’s website, is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The Registrant’s management conducted a conference call on August 17, 2010, at approximately 8:30 a.m., Eastern Time, to review the Registrant’s financial results for the thirteen week period ended July 31, 2010. A copy of the transcript of the conference call is furnished as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

In the Release, the Registrant also announced that the Board of Directors of the Registrant had declared a quarterly cash dividend of $0.175 per share in respect of the Registrant’s Class A Common Stock. The dividend was declared on August 13, 2010 and is payable on September 14, 2010 to shareholders of record at the close of business on August 27, 2010.

In the Release, the Registrant also announced that it incurred a non-cash, pre-tax asset impairment charge of $2.2 million, included in stores and distribution expense, for the thirteen weeks ended July 31, 2010. The non-cash, pre-tax charge was associated with the review of the approximately 60 domestic stores that the Registrant expects to close over the course of Fiscal 2010, predominantly at the end of the year. The majority of these closures will be by way of natural lease expirations. In addition, there are a number of stores where buy-outs or other closures prior to lease expiration are expected. The impairment charge of $2.2 million taken in the quarterly period ended July 31, 2010 relates to stores currently expected to close earlier than their natural lease expirations.

-2-

2

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

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

-3-

3

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: August 18, 2010

By:    /s/ Ronald A. Robins, Jr.                  
Ronald A. Robins, Jr.
Senior Vice President, General Counsel and Secretary

-4-

4

INDEX TO EXHIBITS

Current Report on Form 8-K
Dated August 18, 2010

Abercrombie & Fitch Co.

-5-

5