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): February 5, 2004

                             ABERCROMBIE & FITCH CO.
             (Exact name of registrant as specified in its charter)

   Delaware                        1-12107                       31-1469076
--------------                ----------------               ------------------
(State or other               (Commission File                 (IRS Employer
jurisdiction of                    Number)                   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)

Item 12. Results of Operations and Financial Condition.

         On February 5, 2004, Abercrombie & Fitch Co. (the "Company") issued a
news release reporting, among other things, net sales for the four-week period
ended January 31, 2004 and the fiscal year ended January 31, 2004. A copy of
this news release is furnished as Exhibit 99 and is incorporated herein by

         The information in this Current Report on Form 8-K, including Exhibit
99 furnished herewith, is being furnished and shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that Section, nor shall such
information be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933 or the
Exchange Act, except as otherwise stated in such filing.

                  [Remainder of page intentionally left blank;
                          signature on following page.]



         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:  February 5, 2004                  By: /s/ Seth R. Johnson
                                              Seth R. Johnson
                                              Executive Vice President-Chief
                                              Operating Officer


                                INDEX TO EXHIBITS

                           Current Report on Form 8-K
                             Dated February 5, 2004

                             Abercrombie & Fitch Co.

Exhibit No.             Description
-----------             -----------
    99                  News Release issued by Abercrombie & Fitch Co. on
                        February 5, 2004