UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A

(AMENDMENT NO. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2005  

OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-23760

American Eagle Outfitters, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

150 Thorn Hill Drive, Warrendale, PA
(Address of principal executive offices)

No. 13-2721761
(I.R.S. Employer Identification No.)

15086-7528
(Zip Code)

Registrant's telephone number, including area code: (724) 776-4857

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. YES [X] NO [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  YES [X] NO [   ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 154,115,811 Common Shares were outstanding at May 31, 2005. 

AMERICAN EAGLE OUTFITTERS, INC.
TABLE OF CONTENTS

 

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PART II - OTHER INFORMATION
 

Item 6. Exhibits

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Explanatory Note

This Form 10-Q/A (Amendment No. 1) is being filed solely to correct typographical errors in the certifications of the Chief Executive Officer and Chief Financial Officer filed pursuant to Rule 13a-14(a) or Rule 15d-14(a).  These certifications were originally filed as Exhibits 31.1 and 31.2, respectively, to the Quarterly Report on Form 10-Q for the period ended April 30, 2005, initially filed with the Securities and Exchange Commission on June 3, 2005.  No other information has been amended from the original Form 10-Q covering this period.

PART II

ITEM 6. EXHIBITS.

 

 

 

 

 

 *  Exhibit 15          Acknowledgement of Independent Registered Public Accounting Firm

** Exhibit 31.1       Certification by James V. O'Donnell pursuant to Rule 13a-14(a) or Rule 15d-14(a)

** Exhibit 31.2       Certification by Laura A. Weil pursuant to Rule 13a-14(a) or Rule 15d-14(a)

  *  Exhibit 32.1       Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 *  Exhibit 32.2       Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   
   *  Previously filed as part of the Form 10-Q for the quarterly period ended April 30, 2005.
  ** Submitted herewith.

 

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SIGNATURES

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.

Dated June 24, 2005

American Eagle Outfitters, Inc.
(Registrant)

/s/ Laura A. Weil                    

Laura A. Weil
Executive Vice President and Chief Financial Officer

/s/ Dale E. Clifton                  

Dale E. Clifton
Vice President, Controller and Chief Accounting Officer

 

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