Abercrombie & Fitch Co/DE – IPO: ‘424B1’ on 9/26/96

As of:  Thursday, 9/26/96   ·   Accession #:  950130-96-3671   ·   File #:  333-08231

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Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            97    527K 

Document Table of Contents

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                                                RULE NO. 424(b)(1)
                                                       REGISTRATION NO. 333-8231

7,000,000 SHARES  

ABERCROMBIE & FITCH 

CLASS A COMMON STOCK  

(PAR VALUE $0.01 PER SHARE) 

--------------- 

Of the 7,000,000 shares of Class A Common Stock offered by Abercrombie &    
Fitch Co., 5,600,000 shares are being offered hereby in the United States by    
the U.S. Underwriters and 1,400,000 shares are being offered in a concurrent    
international offering outside the United States by the International           
Underwriters. The initial public offering price and the aggregate underwriting  
discount per share will be identical for both Offerings. See "Underwriting".    

The Company is currently wholly owned by The Limited, Inc. and, upon        
completion of the Offerings, The Limited, Inc. will beneficially own 100% of    
the Company's outstanding Class B Common Stock, which will represent            
approximately 86.0% of the economic interest (or rights of holders of common    
equity to participate in distributions in respect of the common equity) in the  
Company (84.2% if the Underwriters' over-allotment options are exercised in     
full). See "Risk Factors--Control by The Limited".                              

Holders of Class A Common Stock generally have identical rights to holders  
of Class B Common Stock, except that holders of Class A Common Stock are        
entitled to one vote per share while holders of Class B Common Stock are        
entitled to three votes per share on all matters submitted to a vote of         
shareholders. Holders of Class A Common Stock are generally entitled to vote    
with the holders of Class B Common Stock as one class on all matters as to      
which the Class B Common Stock is entitled to vote. Following the Offerings,    
the shares of Class B Common Stock held by The Limited, Inc. will represent     
approximately 94.9% of the combined voting power of all classes of voting       
stock (94.1% if the Underwriters' over-allotment options are exercised in       
full) and will be able, among other things, to elect all of the Company's       
directors, to approve or disapprove amendments to the Company's Certificate of  
Incorporation and Bylaws, acquisitions and dispositions of assets, mergers and  
other control decisions and to control the Company's dividend policy and        
access to capital. Each share of Class B Common Stock is convertible into one   
share of Class A Common Stock at the option of The Limited, Inc. See            
"Relationship with The Limited" and "Description of Capital Stock".             

Prior to the Offerings, there has been no public market for the Class A     
Common Stock. For factors considered in determining the initial public          
offering price, see "Underwriting".                                             

SEE "RISK FACTORS" ON PAGE 12 OF THIS PROSPECTUS FOR CERTAIN CONSIDERATIONS 
RELEVANT TO AN INVESTMENT IN THE CLASS A COMMON STOCK, INCLUDING CERTAIN        
DEEMED CONSENTS OF INVESTORS TO PROVISIONS OF THE COMPANY'S CERTIFICATE OF      
INCORPORATION (A COPY OF WHICH HAS BEEN FILED AS AN EXHIBIT TO THE              
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART) THAT MAY LIMIT THE   
FIDUCIARY DUTIES AND, AS A RESULT, THE LIABILITY OF DIRECTORS AND OFFICERS OF   
THE COMPANY TO SHAREHOLDERS. AMONG OTHER THINGS, AN INVESTOR IN CLASS A COMMON  
STOCK IS DEEMED TO HAVE CONSENTED TO PROVISIONS OF THE COMPANY'S CERTIFICATE    
OF INCORPORATION WHICH PERMIT THE OFFICERS AND DIRECTORS OF THE COMPANY, THE    
LIMITED, INC. AND CERTAIN SUBSIDIARIES OF THE LIMITED, INC. TO ALLOCATE         
CORPORATE OPPORTUNITIES TO THE COMPANY, THE LIMITED, INC. OR SUCH SUBSIDIARIES  
AS SUCH OFFICERS OR DIRECTORS DEEM APPROPRIATE.                                 

The Class A Common Stock has been approved for listing on the New York Stock
Exchange under the symbol ANF, subject to official notice of issuance.          

--------------- 

THESE  SECURITIES HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY THE  SECURITIES  
AND EXCHANGE COMMISSION  OR ANY STATE SECURITIES  COMMISSION NOR HAS THE  
SECURITIES AND  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION  
PASSED  UPON THE  ACCURACY  OR ADEQUACY  OF  THIS PROSPECTUS.  ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.           

--------------- 

                                                                [Download Table]

                                       INITIAL PUBLIC UNDERWRITING PROCEEDS TO 
                                       OFFERING PRICE DISCOUNT(1)   COMPANY(2) 
                                       -------------- ------------ ------------
                                                                               
Per Share.............................     $16.00        $1.06        $14.94   
Total(3)..............................  $112,000,000   $7,420,000  $104,580,000

-------                                                                         
(1) The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".                                                         
(2)  Before deducting estimated expenses of $1,700,000 payable by the Company.  
(3)  The Company has granted the Underwriters an option for 30 days to          
  purchase up to an additional 1,050,000 shares of Class A Common Stock at
the initial public offering price per share, less the underwriting    
  discount, solely to cover over-allotments. If such options are exercised
 in full, the total initial public offering price, underwriting discount
and proceeds to the Company will be $128,800,000, $8,533,000 and      
$120,267,000, respectively. See "Underwriting".                       

--------------- 

The shares offered hereby are offered severally by the Underwriters, as     
specified herein, subject to receipt and acceptance by them and subject to      
their right to reject any order in whole or in part. It is expected that        
certificates for the shares will be ready for delivery in New York, New York,   
on or about October 1, 1996, against payment therefor in immediately available  
funds.                                                                          

GOLDMAN, SACHS & CO.                                                            
LAZARD FRERES & CO. LLC                     
                 MONTGOMERY SECURITIES
                                                             J.P. MORGAN & CO.
--------------- 

The date of this Prospectus is September 25, 1996.  

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[ GRAPHIC APPEARS HERE -- CONSISTING OF PICTURES OF MEN AND   
WOMEN WEARING ABERCROMBIE & FITCH CLOTHING ]  

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IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT 
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE CLASS A        
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN    
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN    
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY   
BE DISCONTINUED AT ANY TIME.                                                    

AVAILABLE INFORMATION 

Abercrombie & Fitch has filed with the Commission a registration statement  
on Form S-1 (the "Registration Statement") under the Securities Act with        
respect to the Class A Common Stock offered hereby. For the purposes hereof,    
the term "Registration Statement" means the original Registration Statement     
and any and all amendments thereto. This Prospectus does not contain all of     
the information set forth in the Registration Statement, certain parts of       
which are omitted in accordance with the rules and regulations of the           
Commission. For further information with respect to the Company and such Class  
A Common Stock, reference is hereby made to such Registration Statement,        
including the exhibits and schedules thereto, which can be inspected and        
copied at the public reference facilities maintained by the Commission at       
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,     
and at the Regional Offices of the Commission at Seven World Trade Center, New  
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,          
Illinois 60661. Copies of such material also can be obtained from the Public    
Reference Section of the Commission, Washington, D.C. 20549 at prescribed       
rates. Such material may also be accessed electronically by means of the        
Commission's home page on the Internet at http://www.sec.gov.                   

Upon completion of the Offerings, the Company will be subject to the        
informational requirements of the Exchange Act, and, in accordance therewith,   
will file reports, proxy and information statements and other information with  
the Commission. Such reports, proxy and information statements and other        
information can be inspected and copied at the addresses, and may be accessed   
electronically at the URL, set forth above.                                     

The Company intends to furnish to its shareholders annual reports containing
audited consolidated financial statements and an opinion thereon expressed by   
the Company's independent auditors as well as quarterly reports for the first   
three fiscal quarters of each fiscal year containing unaudited consolidated     
condensed financial statements.                                                 

Statements contained in this Prospectus as to the contents of any agreement,
contract or other document are not necessarily complete, and in each instance   
reference is made to the copy of such agreement, contract or other document     
filed as an exhibit to the Registration Statement, each such statement being    
qualified in all respects by such reference.                                    

----------------  

This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any shares of Common Stock in any jurisdiction in which such       
offer or solicitation is unlawful. See "Underwriting".                          

In this Prospectus, references to "Dollars" and to "$" are to United States 
dollars.                                                                        

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PROSPECTUS SUMMARY

 The following is a summary of certain information contained elsewhere in this
Prospectus. Reference is made to, and this summary is qualified in its entirety 
by, the more detailed information contained in this Prospectus. As used herein, 
unless the context otherwise requires, the "Company" or "Abercrombie & Fitch"   
means Abercrombie & Fitch Co. and its subsidiaries (which, prior to the         
formation of the Company on June 26, 1996, are referred to herein as the        
"Abercrombie & Fitch Business"), and "The Limited" means The Limited, Inc. and  
its subsidiaries (other than the Company). Unless indicated otherwise, the      
information contained in this Prospectus assumes that the Underwriters do not   
exercise their over-allotment options. Except as otherwise specified,           
references herein to years are to the Company's fiscal year, which ends on the  
Saturday closest to January 31 in the following calendar year. For example,     
"1995" refers to the fiscal year ended February 3, 1996. All fiscal years for   
which financial information is included in this Prospectus had 52 weeks, except 
1995 which had 53 weeks. All references to "dollars" or "$" are to U.S.         
dollars. Unless otherwise defined herein, capitalized terms used in this        
summary have the meanings ascribed to them elsewhere in this Prospectus.        
Prospective investors should carefully consider the information set forth under 
the heading "Risk Factors".                                                     

THE COMPANY 

Abercrombie & Fitch is a rapidly growing specialty retailer of high-quality,
casual apparel for men and women approximately 15 to 50 years of age. The       
Company's net sales have increased from $85.3 million in 1992 to $235.7 million 
in 1995, representing a compound annual growth rate of 40.3%. During this time, 
operating income has improved from an operating loss of $10.2 million in 1992   
to operating income of $23.8 million in 1995, while the number of Abercrombie & 
Fitch stores in operation more than doubled, increasing from 40 at the end of   
1992 to 100 at the end of 1995. The Company plans to continue this new store    
expansion program by opening 29 new stores in 1996 and by increasing the number 
of stores in operation by approximately 20% annually for the next several years 
thereafter.                                                                     

The Abercrombie & Fitch brand was established in 1892 and became well known 
as a supplier of rugged, high-quality outdoor gear. Famous for outfitting the   
safaris of Teddy Roosevelt and Ernest Hemingway and the expeditions of Admiral  
Byrd to the North and South Poles, Abercrombie & Fitch goods were renowned for  
their durability and dependability--and Abercrombie & Fitch placed a premium on 
complete customer satisfaction with each item sold. In 1992, a new management   
team began repositioning Abercrombie & Fitch as a more fashion-oriented casual  
apparel business directed at men and women with a youthful lifestyle. In        
reestablishing the Abercrombie & Fitch brand, the Company combined its          
historical image for quality with a new emphasis on casual American style and   
youthfulness. The Company believes that this strategic decision has contributed 
to the strong growth and improved profitability it has experienced since 1992.  

BUSINESS STRENGTHS                                                              

The Company believes that certain business strengths have contributed to its
success in the past and will enable it to continue growing profitably.          

ESTABLISHED AND DIFFERENTIATED LIFESTYLE BRAND. Abercrombie & Fitch has     
created a focused and differentiated brand image based on quality, youthfulness 
and classic American style. This image is consistently communicated through all 
aspects of the Company's business, including merchandise assortments, in-store  
marketing and print advertising. The Company believes that the strength of the  

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Abercrombie & Fitch brand provides opportunities for increased penetration of   
current merchandise categories and entry into new product categories.           

BROAD AND GROWING APPEAL. The Company's merchandise assortment appeals to a 
broad range of customers with varying ages and income levels. The Company       
believes that both men and women interested in casual, classic American fashion 
are attracted to the Abercrombie & Fitch lifestyle image. The Company also      
believes that the brand's broad appeal has been augmented by, and should        
continue to benefit from, the current trend in fashion toward casual apparel.   

PROVEN MANAGEMENT TEAM. Since the current management team assumed           
responsibility in 1992, the Company has increased the level of brand awareness  
and consistently reported improved financial results. In addition, the          
Company's senior management has significant experience, with an aggregate of    
over one hundred years in the retail business. The Company believes that        
management's substantial experience and demonstrated track record of highly     
profitable growth strongly positions the Company for the future.                

CONSISTENT STORE LEVEL EXECUTION. Abercrombie & Fitch believes that a major 
element of its success is the consistent store level execution of its brand     
strategy. Store presentation is tightly controlled by the Company and is based  
on a detailed and comprehensive store plan regarding visual merchandising,      
marketing and fixtures to ensure that all stores provide a consistent portrayal 
of the brand. Store associates are trained as "brand representatives" who       
convey and reinforce the brand image through their attitude and enthusiasm.     

QUALITY. Since its founding over 100 years ago, Abercrombie & Fitch has     
maintained a strong reputation for quality. This reputation has been enhanced   
in recent years as management has made quality a defining element of the brand. 
The Company sources high quality natural fabrics from around the world and uses 
distinctive trim details and specialized washes to achieve a unique style and   
comfort in its products. As part of this focus on quality, the Company          
establishes on-going relationships with key factories to ensure reliability and 
consistency in production.                                                      

INTERNAL DESIGN AND MERCHANDISING CAPABILITIES. The cornerstone of the      
Company's business is its ability to design products which embody the           
Abercrombie & Fitch image. Abercrombie & Fitch develops substantially all of    
its merchandise line through its own design group, which allows it to develop   
exclusive merchandise and offer a consistent assortment within a season and     
from year to year. In addition, because the Company's merchandise is sold       
exclusively in its own stores, Abercrombie & Fitch is able to control the       
presentation and pricing of its merchandise, provide a higher level of customer 
service and closely monitor retail sell-through, which provides competitive     
advantages over other brand manufacturers that market their goods through       
department stores.                                                              

RELATIONSHIP WITH THE LIMITED. Unlike most high growth, specialty apparel   
retailers, Abercrombie & Fitch directly benefits from the resources and         
expertise of a major retailer such as The Limited. Abercrombie & Fitch has been 
able to concentrate the efforts of its management team and associates on        
strengthening its brand image by taking advantage of The Limited's capabilities 
in the areas of real estate negotiation and acquisition, central distribution,  
sourcing, store design and construction and general corporate services. The     
Company will continue to receive such services after the Offerings pursuant to  
agreements to be entered into with The Limited. See "Relationship with The      
Limited".                                                                       

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GROWTH STRATEGY                                                                 

The Company has implemented a growth strategy designed to permit Abercrombie
& Fitch to capitalize on its business strengths. The Company plans to continue  
its store expansion program by opening 29 new stores in 1996 and increasing the 
number of stores in operation by approximately 20% annually for the next        
several years thereafter. While substantially all stores to be opened in 1996   
will be in regional shopping malls, the Company believes that selected street   
locations in university and high-traffic urban settings also provide attractive 
expansion opportunities. In addition, Abercrombie & Fitch believes that there   
are opportunities to expand its customer base and enhance the productivity of   
its stores through further penetration of existing merchandise categories and   
the introduction of new classifications and categories. Products which are      
being introduced or expanded in 1996 include men's and women's underwear and    
outerwear, fragrances, sunglasses and decorative home accessories. The Company  
believes that its internal design capability will enable it to continue to      
develop new merchandise which reflects the Abercrombie & Fitch lifestyle. See   
"Business--Growth Strategy".                                                    

RISK FACTORS                                                                    

An investment in the Class A Common Stock also involves certain risks       
associated with the Company's business, its relationship with The Limited and   
the nature of the Class A Common Stock, including the following: (i) by         
purchasing Class A Common Stock in the Offerings, an investor is deemed to have 
consented to certain provisions of the Company's Certificate of Incorporation   
that limit the potential liability of The Limited, officers and directors of    
The Limited and officers and directors of the Company; (ii) following the       
Offerings, The Limited will control the Company and will be able, among other   
things, to elect all of the Company's directors; (iii) various conflicts of     
interest between the Company and The Limited could arise following completion   
of the Offerings; (iv) purchasers of Class A Common Stock in the Offerings will 
experience an immediate dilution in the net tangible book value of their Class  
A Common Stock from the initial public offering price; (v) the Company has      
grown rapidly over the past several years, and there can be no assurance that   
the Company will continue to be able to grow profitably; (vi) the loss of the   
services of certain key individuals could have a material adverse impact on the 
Company's business and prospects; and (vii) certain of the Company's            
merchandise is sourced from independent foreign factories and is subject to     
existing or potential duties, tariffs or quotas.                                

 For a fuller discussion of these and other risk factors affecting the Company
and its business, see "Risk Factors".                                           

The Company currently is wholly owned by The Limited. The Company was       
incorporated in Delaware on June 26, 1996 as a holding company for the          
Abercrombie & Fitch Business. The Company's principal offices are located at    
Four Limited Parkway, Reynoldsburg, Ohio 43068. The Company's telephone number  
is (614) 577-6500.                                                              

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THE OFFERINGS(1)

                                                        [Enlarge/Download Table]
                                                                                      
Class A Common Stock Offered by the                                                   
 Company(2):                                                                          
  United States                                                                       
   Offering.....                      5,600,000 shares                                
  International                                                                       
   Offering.....                      1,400,000 shares                                
    Total.......                      7,000,000 shares                                
Common Stock                                                                          
 Outstanding                                                                          
 After the                                                                            
 Offerings(3):                                                                        
  Class A Common                                                                      
   Stock........                      7,000,000 shares                                
  Class B Common                                                                      
   Stock........                     43,000,000 shares                                
    Total.......                     50,000,000 shares                                
New York Stock                                                                        
 Exchange Symbol                                                                      
 for Class A                                                                          
 Common Stock...                     ANF                                              
Use of Pro-                          All of the net proceeds will be used to repay    
 ceeds..........                     borrowings of certain of the Company's           
                                     subsidiaries under a credit agreement entered    
                                     into with certain lenders and The Chase          
                                     Manhattan Bank, as agent (the "Credit            
                                     Agreement"), which borrowings were used to       
                                     fund a dividend to The Limited and repay certain 
                                     obligations owed to The Limited. See "Use of     
                                     Proceeds".                                       
Voting Rights;                       The holders of Class A Common Stock, par         
 Conversion.....                     value $.01 per share (the "Class A Common        
                                     Stock"), generally have rights, including as to  
                                     dividends, identical to those of holders of Class
                                     B Common Stock, par value $.01 per share (the    
                                     "Class B Common Stock"), except that holders     
                                     of Class A Common Stock are entitled to one      
                                     vote per share and holders of Class B Common     
                                     Stock are entitled to three votes per share.     
                                     Holders of the Class A Common Stock and          
                                     Class B Common Stock generally vote together     
                                     as a single class, except as otherwise required  
                                     by Delaware law. See "Description of Capital     
                                     Stock --Common Stock--Voting Rights". Under      
                                     certain circumstances, Class B Common Stock      
                                     converts to Class A Common Stock. See            
                                     "Relationship with The Limited".                 

--------                                                                        
(1) Does not include up to 1,050,000 shares of Class A Common Stock that are    
subject to the over-allotment options granted to the Underwriters by the
Company. See "Underwriting".                                            
(2) Includes up to 350,000 shares of Class A Common Stock reserved for purchase 
by associates and directors of Abercrombie & Fitch and certain other    
   businesses operated by The Limited at the initial public offering price set
   forth on the cover page of this Prospectus. The offerings of Class A Common
Stock by the U.S. Underwriters and the International Underwriters are   
referred to herein as the "Offerings".                                  
(3) Does not include an aggregate of up to 243,000 shares of Class A Common     
Stock reserved for issuance in respect of associate and director stock  
options granted effective upon consummation of the Offerings with an    
  exercise price equal to the initial public offering price set forth on the
cover page of this Prospectus. See "Executive Compensation".            

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DIVIDENDS 

The Board of Directors of the Company currently intends to retain future    
earnings for the development of its business and does not anticipate paying     
regular quarterly dividends on the Class A Common Stock or the Class B Common   
Stock (collectively, the "Common Stock") for the foreseeable future. Under      
Delaware law, the declaration of dividends is within the discretion of the      
Company's Board of Directors and future dividends, if any, will depend upon     
various factors, including the Company's net income, current and anticipated    
cash needs and any other factors deemed relevant by the Board of Directors. By  
virtue of its Common Stock ownership, The Limited will have the ability to      
change the size and composition of the Company's Board of Directors and thereby 
control the payment of dividends by the Company. Pursuant to restrictions       
contained in the Credit Agreement, so long as the Credit Agreement is           
outstanding, the Company is prohibited from paying any dividends on its capital 
stock, including the Class A Common Stock. See "Description of Certain          
Indebtedness--Credit Agreement".                                                

RELATIONSHIP WITH THE LIMITED 

On June 26, 1996, The Limited announced that its board of directors had     
authorized the filing of a registration statement relating to an initial public 
offering of common stock of a subsidiary comprised of its Abercrombie & Fitch   
business. The Offerings are part of a reconfiguration plan initiated by The     
Limited in 1995 in order to permit the public offering of shares of common      
stock in Intimate Brands, Inc., a company consisting of its Victoria's Secret   
Stores, Victoria's Secret Catalogue, Bath & Body Works, Cacique, Penhaligon's   
and Gryphon businesses ("Intimate Brands"), and other possible sales of         
interests in its businesses. The Limited authorized such transactions so as to  
effect changes that are intended to encourage entrepreneurial spirit, yield     
better performance, develop new growth opportunities for all the businesses     
operated by The Limited and, at the same time, indirectly to create new career  
opportunities for all of The Limited's associates. The reconfiguration was also 
intended to enable certain of The Limited's businesses to operate more          
independently while allowing The Limited to focus on inventing new retail brand 
concepts.                                                                       

The Company is currently wholly owned by The Limited. Upon consummation of  
the Offerings, The Limited will own 100% of the Class B Common Stock, which     
will represent approximately 94.9% of the combined voting power of all classes  
of voting stock (94.1% if the Underwriters' over-allotment options are          
exercised in full) and thus will continue to have the ability to direct the     
election of all of the directors of the Company and otherwise exercise a        
controlling influence over the business and affairs of the Company. The Limited 
is principally engaged in the purchase, distribution and sale of women's        
apparel and had 1995 net sales (including Intimate Brands and the Abercrombie & 
Fitch Business) of approximately $7.9 billion. The Limited operates, among      
other things, Intimate Brands, and the Express, The Limited Stores, Lerner New  
York, Lane Bryant and Henri Bendel women's apparel businesses and the           
Structure, The Limited Too and Galyan's retail stores.                          

 The Limited has advised the Company that its current intent is to continue to
hold all of the Class B Common Stock beneficially owned by The Limited.         
However, The Limited has no agreement with the Company not to sell or           
distribute such shares and, other than pursuant to the Underwriting Agreement   
described below, there can be no assurance concerning the period of time during 
which The Limited will maintain its beneficial ownership of Common Stock. The   
Company has agreed to use its best efforts to effect the registration under the 
applicable federal and state securities laws of any of the Class B Common Stock 
held by The Limited. Beneficial ownership of at least 80% of the total voting   
power and value of the outstanding Common Stock is required in order for The    
Limited to continue to include the Company in its consolidated group for        
federal income tax purposes and                                                 

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ownership of at least 80% of the total voting power and 80% of each class of    
nonvoting capital stock is required in order for The Limited to be able to      
effect a Tax-Free Spin-Off (as hereinafter defined) of the Company. In the      
event The Limited decreases its ownership below 80%, all borrowings under the   
Credit Agreement must be repaid. See "Description of Certain Indebtedness --    
Credit Agreement". Also, the Company and The Limited will agree with the        
Underwriters not to sell or otherwise dispose of, directly or indirectly, any   
shares of Common Stock (or any security convertible into or exchangeable or     
exercisable for Common Stock) for a period of 180 days after the date of this   
Prospectus without the prior written consent of the Representatives of the      
Underwriters, subject to certain exceptions. See "Underwriting". The Company    
does not intend to issue additional shares of Class B Common Stock except in a  
manner which would permit The Limited to maintain its proportional beneficial   
interest in the value and voting power of the Company upon the issuance of      
additional shares of Class A Common Stock. See "Relationship with The Limited-- 
Corporate Agreement". The Limited has no current plans with respect to a Tax-   
Free Spin-Off of Abercrombie & Fitch.                                           

Each share of Class B Common Stock is convertible while held by The Limited 
or any of its subsidiaries at such holder's option into one share of Class A    
Common Stock. Any shares of Class B Common Stock transferred to a person other  
than The Limited or any of its subsidiaries shall automatically convert to      
shares of Class A Common Stock upon such disposition, except for a disposition  
effected in connection with a transfer of Class B Common Stock to shareholders  
of The Limited as a dividend intended to be on a tax-free basis (a "Tax-Free    
Spin-Off") under the Internal Revenue Code of 1986, as amended (the "Code").    

In the event of a Tax-Free Spin-Off, shares of Class B Common Stock shall   
automatically convert into shares of Class A Common Stock on the fifth          
anniversary of the Tax-Free Spin-Off, unless prior to such Tax-Free Spin-Off    
The Limited delivers to the Company an opinion of counsel (which counsel shall  
be reasonably satisfactory to the Company) to the effect that such conversion   
would preclude The Limited from obtaining a favorable ruling from the Internal  
Revenue Service that the distribution would be a Tax-Free Spin-Off under the    
Code. If such an opinion is received, approval of such conversion shall be      
submitted to a vote of the holders of Abercrombie & Fitch's Common Stock as     
soon as practicable after the fifth anniversary of the Tax-Free Spin-Off,       
unless The Limited delivers to the Company an opinion of The Limited's counsel  
(which counsel shall be reasonably satisfactory to the Company) prior to such   
anniversary that such vote would adversely affect the status of the Tax-Free    
Spin-Off. Approval of such conversion will require the affirmative vote of the  
holders of a majority of the shares of both the Abercrombie & Fitch's Class A   
Common Stock and Class B Common Stock present and voting, voting together as a  
single class, with each share entitled to one vote for such purpose. No         
assurance can be given that such conversion would be consummated.               

The Limited will convert its Class B Common Stock to Class A Common Stock   
immediately prior to a Tax-Free Spin-Off if, after such conversion, it would    
have beneficial ownership of at least 80% of the voting power of the            
outstanding Common Stock. All shares of Class B Common Stock shall              
automatically convert into Class A Common Stock if a Tax-Free Spin-Off has not  
occurred and the number of outstanding shares of Class B Common Stock falls     
below 60% of the aggregate number of outstanding shares of Common Stock. This   
will prevent The Limited from decreasing its economic interest in the Company   
to less than 60% while still retaining control of approximately 81.8% of        
Abercrombie & Fitch's voting power. All conversions will be effected on a       
share-for-share basis. For a description of other provisions governing the      
conversion of Class B Common Stock, see "Description of Capital Stock--Common   
Stock--Conversion".                                                             

The requirement that The Limited retain beneficial ownership of at least 80%
of the voting power of the outstanding Common Stock after any conversion prior  
to a Tax-Free Spin-Off is intended to ensure that the tax treatment of the Tax- 
Free Spin-Off is preserved. Similarly, the requirement to                       

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submit such conversion to a vote of the holders of Common Stock is intended to  
preserve such tax treatment should the Internal Revenue Service challenge such  
automatic conversion as violating the 80% vote requirement. Automatic           
conversion of the Class B Common Stock into Class A Common Stock if a Tax-Free  
Spin-Off has not occurred and The Limited decreases its economic interest in    
the Company to less than 60% is intended to ensure that The Limited retains     
voting control by virtue of its ownership of Class B Common Stock only if it    
has a sizable economic interest in the Company. For so long as The Limited      
maintains beneficial ownership of a majority of the number of outstanding       
shares of Common Stock, the Company may not act in a way which may reasonably   
be anticipated to result in a contravention by The Limited of (i) The Limited's 
certificate of incorporation or bylaws; (ii) any credit agreement binding upon  
The Limited; or (iii) any judgment, order or decree of any governmental body    
having jurisdiction over The Limited.                                           

Under agreements to be entered into between the Company and The Limited upon
consummation of the Offerings, The Limited will continue to provide certain     
services to the Company and The Limited will make available certain associate   
benefit plans to the Company's associates. In addition, the Company and an      
affiliate of The Limited have entered into a sublease agreement and, upon       
consummation of the Offerings, the Company and The Limited intend to enter into 
a number of other intercompany agreements, including corporate and tax-sharing  
agreements. With respect to matters covered by the services agreement, the      
relationship between The Limited and Abercrombie & Fitch is intended to         
continue in a manner generally consistent with past practices. See              
"Relationship with The Limited". Although the Company will own all the          
trademarks and service marks used in its business, for so long as the Company   
remains a subsidiary of The Limited, The Limited will be entitled to use the    
Company's trademarks and service marks at no cost to The Limited in The         
Limited's annual report to shareholders and publicity material and for other    
similar purposes.                                                               

Abercrombie & Fitch and certain of its subsidiaries are currently subject to
intercompany notes to The Limited in an aggregate principal amount of $58.6     
million. Such indebtedness will remain outstanding after consummation of the    
Offerings, of which $50 million is evidenced by a note (the "Mirror Note") that 
represents Abercrombie & Fitch's share of certain long-term debt of The Limited 
and $8.6 million is evidenced by a note (the "Working Capital Note") payable to 
The Limited on January 31, 1997. The long-term Mirror Note bears interest at    
the rate of 7.80% per annum and matures on May 15, 2002, paralleling the terms  
of the corresponding debt of The Limited. The Working Capital Note bears        
interest at a rate of 6.75% per annum. Additionally, the Company maintains an   
intercompany balance with The Limited to facilitate intercompany transactions   
and centralized cash management services. At August 3, 1996, the Company had an 
intercompany payable balance of $8,557,000 (the "Intercompany Payable"). See    
"Capitalization" and "Description of Certain Indebtedness--Intercompany Debt".  

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SUMMARY FINANCIAL AND OPERATING DATA

Set forth below is summary historical financial and operating data for the  
periods indicated for the Abercrombie & Fitch Business. This information should 
be read in conjunction with the Abercrombie & Fitch Business' historical and    
pro forma consolidated financial statements and notes thereto included          
elsewhere in this Prospectus, "Management's Discussion and Analysis of          
Financial Condition and Results of Operations" and the other financial          
information set forth herein. The information for fiscal years 1991 and 1992 is 
derived from the Abercrombie & Fitch Business' unaudited consolidated financial 
statements. The selected financial data as of and for the twenty-six weeks      
ended July 29, 1995 and August 3, 1996 are derived from the unaudited           
consolidated financial statements also appearing herein, which, in the opinion  
of management, reflect all adjustments (which are of a recurring nature)        
necessary to present fairly the financial position and results of operations    
and cash flows for the interim periods. Results for the period ended August 3,  
1996 are not necessarily indicative of the results of operations to be expected 
for the full fiscal year.                                                       

                                                        [Enlarge/Download Table]

                                                                                          TWENTY-SIX      
                                              FISCAL YEAR ENDED                          WEEKS ENDED      
                         ------------------------------------------------------------ --------------------
                         FEBRUARY 1, JANUARY 30, JANUARY 29,  JANUARY 28, FEBRUARY 3, JULY 29,   AUGUST 3,
                             1992        1993        1994         1995      1996(1)     1995        1996  
                         ----------- ----------- -----------  ----------- ----------- --------   ---------
                          (IN THOUSANDS, EXCEPT PER SHARE, PER SQUARE FOOT AND NUMBER OF STORES DATA)     
                                                                                                          
STATEMENT OF OPERATIONS                                                                                   
 DATA:                                                                                                    
 Net sales..............   $62,583     $85,301    $110,952     $165,463    $235,659   $72,045    $108,451 
 Gross income(2)........     9,665      13,413      30,562       56,820      79,794    20,451      32,946 
 General, administrative                                                                                  
  and store operating                                                                                     
  expenses(3)...........    21,268      23,603      30,240       43,069      55,996    21,970      31,520 
 Operating income                                                                                         
  (loss)(4).............   (11,603)    (10,190)     (4,064)      13,751      23,798    (1,519)      1,426 
 Net income (loss)......    (7,003)     (6,090)     (2,464)       8,251      14,298      (919)        175 
 Pro forma net income                                                                                     
  (loss)(5).............                                                      9,672    (3,332)     (1,387)
 Pro forma weighted                                                                                       
  average number of                                                                                       
  shares(6).............                                                     50,000    50,000      50,000 
 Pro forma net income                                                                                     
  (loss) per                                                                                              
  share(5)(6)...........                                                   $    .19   $  (.07)   $   (.03)
BALANCE SHEET DATA:                                                                                       
 Inventories............   $11,932     $15,075    $ 10,052     $ 16,551    $ 30,388   $37,880    $ 52,919 
 Total assets...........    47,967      61,626      48,882       58,018      87,693    81,291     109,394 
 Long-term debt(7)......                                                                           58,557 
 Pro forma shareholders'                                                                                  
  equity (deficit)(8)...                                                                          (28,546)
OTHER DATA:                                                                                               
 Total net sales                                                                                          
  growth................       --         36.3%       30.1%        49.1%       42.4%     37.4%       50.5%
 Gross income                                                                                             
  percentage(9).........      15.4%       15.7%       27.5%        34.3%       33.9%     28.4%       30.4%
 Operating income (loss)                                                                                  
  percentage(9).........     (18.5%)     (11.9%)      (3.7%)        8.3%       10.1%     (2.1%)       1.3%
 Number of stores at                                                                                      
  period end............        36          40          49           67         100        77         106 
 Total selling square                                                                                     
  feet..................       287         332         405          541         792       617         830 
 Sales per selling                                                                                        
  square foot(10).......   $   261     $   276    $    301     $    350    $    354   $   124    $    134 

--------                                                                        
(1) Represents the 53-week fiscal year ended February 3, 1996.                
(2) Gross income equals net sales less cost of goods sold, occupancy and      
buying costs.                                                         
(3) General, administrative and store operating expenses include charges and  
allocations made by The Limited to the Abercrombie & Fitch Business.  

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(4) Reflects a $4.4 million nonrecurring charge in 1993. See Note 3 to the    
Consolidated Financial Statements.                                    
(5) Gives pro forma effect to the interest expense, net of tax benefit, on the
$8.6 million Working Capital Note and the long-term Mirror Note in the
amount of $50 million. Also includes the pro forma effect of interest 
   expense and certain fees, net of tax benefit (to the extent not reflected
in the historical financial statements) on borrowings under the Credit
   Agreement for the twenty-six weeks ended July 29, 1995 and August 3, 1996
    and the year ended February 3, 1996. See "Pro Forma Consolidated Financial
Statements".                                                          
(6) Pro forma net income (loss) per share is based on pro forma net income    
 (loss) and the weighted average number of shares of Class A and Class B
    Common Stock expected to be outstanding after the Offerings. Pro forma net
  income (loss) per share is not necessarily indicative of what actual net
  income (loss) per share would have been if the Offerings occurred on the
basis assumed.                                                        
(7) Represents the long-term Mirror Note and the Intercompany Payable.        
(8) Gives pro forma effect to the issuance and sale of Class A Common Stock in
  the Offerings and the application of the net proceeds therefrom to repay
    approximately $102.9 million of borrowings under the Credit Agreement. See
"Pro Forma Consolidated Financial Statements".                        
(9) Calculated as a percentage of net sales.                                  
(10) Sales per selling square foot is the result of dividing net sales for the  
period by average selling square feet, which represents the average of
   selling square feet at the beginning and end of each fiscal period. These
  amounts are not adjusted to reflect the seasonal nature of the Company's
sales or the impact of opening stores in different periods during the 
year. Sales per selling square foot for interim periods are not       
representative of results to be expected for a full fiscal year.      

A listing of key business statistics follows:                               

                                                        [Enlarge/Download Table]

                                                                                          TWENTY-SIX    
                                               FISCAL YEAR ENDED                         WEEKS ENDED    
                          ----------------------------------------------------------- ------------------
                          FEBRUARY 1, JANUARY 30, JANUARY 29, JANUARY 28, FEBRUARY 3, JULY 29, AUGUST 3,
                             1992        1993        1994        1995        1996       1995     1996   
                          ----------- ----------- ----------- ----------- ----------- -------- ---------
                                                                                                        
Number of stores opened                                                                                 
 during the period......       10           4           9          20          33         10        6   
Number of stores closed                                                                                 
 during the period......        1         --          --            2         --         --       --    
Number of stores at                                                                                     
 period end.............       36          40          49          67         100         77      106   
Total selling square                                                                                    
 feet (000's)...........      287         332         405         541         792        617      830   
Sales per selling square                                                                                
 foot(1)................     $261        $276        $301        $350        $354       $124     $134   
Comparable store sales                                                                                  
 growth(2)..............       10%          8%          6%         15%          5%         3%      16%  

--------                                                                        
(1) See footnote 10 above.                                                      
(2) Abercrombie & Fitch includes a store in its comparable store sales          
calculation at the beginning of the 53rd week of the store's operation. 
Stores that are expanded or downsized more than 20% in square feet are  
treated as new stores for purposes of this calculation only.            

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RISK FACTORS  

Prior to making an investment decision, prospective investors should        
carefully consider the following specific investment considerations. See        
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and "Business" for a description of other factors affecting the     
business of the Company.                                                        

CONSENT TO LIMITATIONS OF LIABILITY                                             

The Company's Certificate of Incorporation includes provisions relating to  
potential conflicts of interest that may arise between the Company and The      
Limited and its subsidiaries. See "Description of Capital Stock".               

The following provisions were adopted in light of the fact that the Company 
and The Limited and its subsidiaries are engaged in retail businesses and       
intend to enter into contracts and other arrangements after the Offerings. TO   
DATE, THE COMPANY AND THE LIMITED HAVE NOT ADOPTED ANY FORMAL PROCEDURES        
DESIGNED TO RESOLVE POTENTIAL CONFLICTS OF INTEREST BETWEEN THE TWO COMPANIES.  
THE COMPANY INTENDS TO DEVELOP PROCEDURES TO ADDRESS SUCH CONFLICTS. THE        
PRECISE NATURE OF ANY CONFLICT RESOLUTION PROCEDURES WILL BE DETERMINED IN      
LIGHT OF, AMONG OTHER THINGS, THE NATURE OF THE CONFLICT BEING ADDRESSED. Any   
person purchasing or acquiring an interest in shares of capital stock of the    
Company, including the Underwriters, will be deemed to have consented to such   
provisions relating to conflicts of interest and corporate opportunities, and   
such consent may restrict such person's ability to challenge transactions       
carried out in compliance with such provisions. In addition, the Company        
intends to disclose the existence of such provisions in its Annual Reports on   
Form 10-K as well as in certain other filings with the Securities and Exchange  
Commission (the "Commission"). The certificate of incorporation of The Limited  
does not include comparable provisions relating to conflicts of interest or     
corporate opportunities.                                                        

The enforceability of the provisions discussed below under Delaware         
corporate law has not been established and, due to the absence of relevant      
judicial authority, counsel to the Company is not able to deliver an opinion    
as to the enforceability of such provisions. Whether or not such provisions     
are held to be enforceable, the Company believes its directors will be able to  
fulfill their fiduciary duties to its shareholders. In addition, it is the      
opinion of the Commission that any indemnification of directors, officers or    
controlling persons of the Company for liabilities arising under the            
Securities Act of 1933, as amended (the "Securities Act") is against public     
policy as expressed in the Securities Act and is, therefore, unenforceable.     

TRANSACTIONS WITH INTERESTED PARTIES                                          

The Company's Certificate of Incorporation provides that no contract,       
agreement, arrangement or transaction (or any amendment, modification or        
termination thereof) between the Company and The Limited or any subsidiary of   
The Limited (other than the Company) or between the Company and any entity in   
which a director of the Company has a financial interest (a "Related Entity")   
or between the Company and any director or officer of the Company, The          
Limited, any subsidiary of The Limited or any Related Entity shall be void or   
voidable solely for the reason that The Limited or such subsidiary, a Related   
Entity or any one or more of the officers or directors of the Company, The      
Limited or such subsidiary or any Related Entity are parties thereto, or        
solely because any such directors or officers are present at, participate in    
or vote (which vote shall be counted) with respect to the authorization of the  
contract, agreement, arrangement or transaction (or any amendment,              
modification or termination thereof). FURTHER, THE COMPANY'S CERTIFICATE OF     
INCORPORATION PROVIDES THAT THE LIMITED, ITS SUBSIDIARIES AND ANY RELATED       
ENTITY SHALL NOT BE LIABLE TO THE COMPANY OR ITS SHAREHOLDERS FOR BREACH OF     
ANY FIDUCIARY DUTY OR DUTY OF LOYALTY OR FAILURE TO ACT IN (OR NOT OPPOSED TO)  
THE BEST INTERESTS OF THE COMPANY OR THE DERIVATION OF ANY IMPROPER PERSONAL    
BENEFIT BY REASON OF THE                                                        

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FACT THAT THE LIMITED, SUCH SUBSIDIARY OR SUCH RELATED ENTITY IN GOOD FAITH     
TAKES ANY ACTION OR EXERCISES ANY RIGHTS OR GIVES OR WITHHOLDS ANY CONSENT IN   
CONNECTION WITH ANY AGREEMENT OR CONTRACT BETWEEN THE LIMITED, SUCH SUBSIDIARY  
OR SUCH RELATED ENTITY AND THE COMPANY. No vote cast or other action taken by   
any person who is an officer, director or other representative of The Limited,  
such subsidiary or such Related Entity, which vote is cast or action is taken   
by such person in his capacity as a director of the Company, shall constitute   
an action of or the exercise of a right by or a consent of The Limited, such    
subsidiary or such Related Entity for the purpose of any such agreement or      
contract.                                                                       

ALLOCATIONS OF CORPORATE OPPORTUNITIES                                        

The Company's Certificate of Incorporation provides that in the event a     
director, officer or associate of the Company who is also a director, officer   
or associate of The Limited or its subsidiaries acquires knowledge of a         
transaction or other matter that may constitute a corporate opportunity of      
either or both the Company and The Limited or its subsidiaries, such corporate  
opportunity may be allocated either to the Company or The Limited or its        
subsidiaries as such director, officer or associate deems appropriate under     
the circumstances.                                                              

ACTIONS UNDER INTERCOMPANY AGREEMENTS                                         

The Company's Certificate of Incorporation limits the liability of officers 
and directors of The Limited and its subsidiaries for breaches of fiduciary     
duty for actions taken or omitted under certain intercompany agreements.        

LIMITATIONS ON FIDUCIARY DUTIES                                               

The Company's Certificate of Incorporation generally eliminates the         
liability of directors and officers of the Company with respect to certain      
matters involving The Limited and its subsidiaries, including matters that may  
constitute corporate opportunities of The Limited, its subsidiaries or the      
Company. These provisions of the Company's Certificate of Incorporation         
eliminate certain rights that might have been available to shareholders under   
Delaware law had such provisions not been included in the Certificate of        
Incorporation, although the enforceability of such provisions has not been      
established.                                                                    

LIMITATION ON PERSONAL MONETARY LIABILITY, INCLUDING GROSS NEGLIGENCE         

Under the Company's Certificate of Incorporation, the directors' personal   
monetary liability for breach of their fiduciary duty of care, including        
actions involving gross negligence, will also be eliminated to the fullest      
extent permitted under Delaware law.                                            

CONTROL BY THE LIMITED                                                          

The Limited is currently the only shareholder of the Company. Upon          
completion of the Offerings, The Limited will own 100% of the outstanding       
Class B Common Stock of the Company (which Class B Common Stock is entitled to  
three votes per share on any matter submitted to a vote of the Company's        
shareholders). The Class B Common Stock will represent approximately 94.9% of   
the combined voting power of all classes of voting stock (94.1% if the          
Underwriters' over-allotment options are exercised in full) and thus will be    
able to direct the election of all of the members of the Company's Board of     
Directors and exercise a controlling influence over the business and affairs    
of the Company, including any determinations with respect to mergers or other   
business combinations involving the Company, the acquisition or disposition of  
assets by the Company, the incurrence of indebtedness by the Company, the       
issuance of any additional Common Stock or other equity securities and the      
payment of dividends with respect to the Common Stock. Similarly, The Limited   
will have the power to determine matters submitted to a vote of the Company's   
shareholders without the consent of the Company's other                         

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shareholders, will have the power to prevent a change of control of the         
Company and could take other actions that might be favorable to The Limited.    
The grant pursuant to associate benefit plans of Common Stock to, or the        
acquisition of Common Stock upon the exercise of stock options held by,         
associates of the Company would reduce the percentage ownership and voting      
interest in the Company of the public shareholders of the Company.              

The Limited has advised the Company that its current intent is to continue  
to hold all of the Class B Common Stock beneficially owned by it. However, The  
Limited has no agreement with the Company not to sell or distribute such        
shares, and, except for restrictions in the Underwriting Agreement set forth    
below, there can be no assurance concerning the period of time during which     
The Limited will maintain its beneficial ownership of Common Stock. Pursuant    
to the Underwriting Agreement, The Limited will agree, subject to certain       
exceptions, not to sell or otherwise dispose of, directly or indirectly, any    
shares of Common Stock (or any security convertible into or exchangeable or     
exercisable for Common Stock) owned by it for a period of 180 days after the    
date of this Prospectus without the prior written consent of the                
Representatives of the Underwriters. The Company has agreed, at the request of  
The Limited, to use its best efforts to effect the registration under           
applicable federal and state securities laws of any of the Class B Common       
Stock held by The Limited. Beneficial ownership of at least 80% of the total    
voting power and value of the outstanding Common Stock is required in order     
for The Limited to continue to include the Company in its consolidated group    
for federal income tax purposes, and ownership of at least 80% of the total     
voting power and 80% of each class of nonvoting capital stock is required in    
order for The Limited to be able to effect a Tax-Free Spin-Off of the Company.  
In the event The Limited decreases its ownership below 80%, all borrowings      
under the Credit Agreement must be repaid. See "Description of Certain          
Indebtedness--Credit Agreement". Because The Limited may seek to maintain its   
beneficial ownership percentage of the Company for tax planning purposes or     
otherwise and may not desire to acquire additional shares of Common Stock in    
connection with a future issuance of shares by the Company, the Company may be  
constrained in its ability to raise equity capital in the future or to issue    
Common Stock in connection with acquisitions.                                   

For so long as The Limited maintains beneficial ownership of a majority of  
the number of outstanding shares of Common Stock, the Company may not act in a  
way which may reasonably be anticipated to result in a contravention by The     
Limited of: (i) The Limited's certificate of incorporation or bylaws; (ii) any  
credit agreement binding upon The Limited; or (iii) any judgment, order or      
decree of any governmental body having jurisdiction over The Limited.           

Each member of a consolidated group for federal income tax purposes is      
jointly and severally liable for the federal income tax liability of each       
other member of the consolidated group. For benefit plan purposes, the Company  
will be part of The Limited's controlled group, which includes The Limited and  
its other subsidiaries. Under the Employee Retirement Income Security Act of    
1974, as amended ("ERISA"), and federal income tax law, each member of the      
controlled group is jointly and severally liable for funding and termination    
liabilities of tax qualified defined benefit retirement plans as well as        
certain plan taxes. Accordingly, during the period in which the Company is      
included in The Limited's consolidated or controlled group, the Company could   
be liable under such provisions in the event any such liability or tax is       
incurred, and not discharged, by any other member of The Limited's              
consolidated or controlled group.                                               

The Company's Board of Directors currently consists of six members, four of 
whom serve concurrently as members of the Board of Directors of The Limited     
and Intimate Brands and one of whom serves concurrently as a member of the      
Board of Directors of Intimate Brands. Mr. Leslie H. Wexner, Chairman,          
President and Chief Executive Officer of The Limited, will also serve as        
Chairman of the Board of the Company, and Kenneth B. Gilman, Vice Chairman of   
The Limited, will also serve as Vice Chairman of the Board of the Company. In   
light of its ownership of the Company's Class B Common Stock, The Limited will  
have the ability to change the size and composition of the Company's Board of   
Directors and committees of the Board of Directors. See "Relationship with The  
Limited--Corporate Agreement".                                                  

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POTENTIAL CONFLICTS OF INTEREST                                                 

Various conflicts of interest between the Company and The Limited could     
arise following completion of the Offerings. To date, the Company and The       
Limited have not adopted any formal procedures designed to resolve potential    
conflicts of interest between the two companies. See "--Consent to Limitations  
of Liability".                                                                  

CONTROL OF CERTAIN REAL ESTATE MATTERS                                        

Pursuant to the terms of the services agreement to be entered into between  
the Company and The Limited and consistent with past practices, The Limited     
will be granted the exclusive right to negotiate all store leases on behalf of  
Abercrombie & Fitch. While Abercrombie & Fitch will use The Limited's real      
estate division to select store sites and negotiate leases, Abercrombie &       
Fitch has the final authority to choose to accept or not to accept a store      
site or lease negotiated by The Limited. Similarly, The Limited will be         
entitled to allocate store space among Abercrombie & Fitch and other retail     
businesses operated by The Limited. Although Abercrombie & Fitch's management   
believes that this arrangement provides it with significant advantages, it may  
result in conflicts of interest between the Company and The Limited. See        
"Relationship with The Limited--Services Agreement" and "Business--Central      
Real Estate Management".                                                        

CROSS-DIRECTORSHIPS AND STOCK OWNERSHIP                                       

Leslie H. Wexner, Chairman of the Board, and Kenneth B. Gilman, Vice        
Chairman of the Board, as well as Michael S. Jeffries, President and Chief      
Executive Officer of Abercrombie & Fitch, hold shares of common stock and       
options to acquire common stock of The Limited. Such shares and options are     
material to the net worth of Mr. Wexner, Mr. Gilman and Mr. Jeffries. See       
"Executive Compensation". Cross-directorships and ownership interests of        
directors or officers of the Company in common stock of The Limited could       
create or appear to create potential conflicts of interest when directors and   
officers are faced with decisions that could have different implications for    
the Company and The Limited. Nevertheless, the Company believes that such       
directors would be able to fulfill their fiduciary duties to its shareholders.  
See "Description of Capital Stock--Certain Certificate of Incorporation and     
Bylaw Provisions". The certificate of incorporation of The Limited does not     
include provisions addressing these potential conflicts.                        

CONTROL OF CERTAIN PERSONNEL MATTERS                                          

In an effort to promote the career development of senior associates of The  
Limited's various businesses and to address its own personnel requirements,     
The Limited may reassign associates from positions at one of its businesses to  
positions in another business operated by The Limited. Such assignments and     
reassignments are within the discretion of The Limited and are made with a      
view towards optimizing the allocation of personnel among the different         
businesses of The Limited. Although this arrangement may create occasional      
difficulties for Abercrombie & Fitch, Abercrombie & Fitch's management          
believes that providing senior managers with opportunities for advancement at   
other businesses of The Limited is an important advantage in recruiting         
associates. In addition, Abercrombie & Fitch believes it has benefitted from    
this arrangement, as experienced managers from other businesses operated by     
The Limited have been assigned to Abercrombie & Fitch. Although The Limited     
has no present intention to relocate any senior Abercrombie & Fitch             
merchandising personnel or other senior executive officers from Abercrombie &   
Fitch to other businesses controlled by The Limited, there can be no assurance  
as to future assignments of senior associates of The Limited's other            
businesses to Abercrombie & Fitch or from Abercrombie & Fitch to other          
businesses controlled by The Limited.                                           

CONTROL OF TAX MATTERS                                                        

By virtue of its controlling beneficial ownership and the terms of the tax- 
sharing agreement to be entered into between the Company and The Limited, The   
Limited will effectively control all of the                                     

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Company's tax decisions. Under the tax-sharing agreement, The Limited will      
have sole authority to respond to and conduct all tax proceedings (including    
tax audits) relating to Abercrombie & Fitch, to file all returns on behalf of   
the Company and to determine the amount of Abercrombie & Fitch's liability to   
(or entitlement to payment from) The Limited under the tax-sharing agreement.   
See "Relationship with The Limited--Tax-Sharing Agreement". This arrangement    
may result in conflicts of interest between the Company and The Limited. For    
example, under the tax-sharing agreement, The Limited may choose to contest,    
compromise or settle any adjustment or deficiency proposed by the relevant      
taxing authority in a manner that may be beneficial to The Limited and          
detrimental to the Company. In connection therewith, however, The Limited is    
obligated under the tax-sharing agreement to act in good faith with regard to   
all members included in the applicable returns.                                 

COMPETITION WITH THE LIMITED                                                  

The Limited is one of the largest specialty retailers in the United States. 
The Limited is not restricted in any manner from competing with Abercrombie &   
Fitch and currently markets merchandise similar to that sold by the Company     
through certain of its other subsidiaries. There can be no assurance that The   
Limited will not expand, through development of new lines of products or        
businesses, acquisition or otherwise, its operations that compete with          
Abercrombie & Fitch.                                                            

INTERCOMPANY AGREEMENTS NOT SUBJECT TO ARM'S-LENGTH NEGOTIATION                 

The Limited (or one or more of its subsidiaries) and the Company have       
entered and intend to enter into certain intercompany agreements, including     
agreements pursuant to which The Limited (or one or more of its subsidiaries)   
will provide various services to Abercrombie & Fitch, and a tax-sharing         
agreement, that are material to the conduct of the Company's business. With     
respect to matters covered by the services agreement, the relationship between  
The Limited and Abercrombie & Fitch is intended to continue in a manner         
generally consistent with past practices. See "Relationship with The Limited"   
and "Management's Discussion and Analysis of Financial Condition and Results    
of Operations--Financial Condition--Liquidity and Capital Resources". Because   
Abercrombie & Fitch is a wholly-owned subsidiary of The Limited, none of these  
agreements will result from arm's-length negotiations and, therefore, the       
prices charged to the Company for services provided thereunder may be higher    
or lower than prices that may be charged by third parties.                      

IMMEDIATE AND SUBSTANTIAL DILUTION AND NEGATIVE PRO FORMA NET TANGIBLE BOOK     
VALUE                                                                           

Purchasers of Class A Common Stock in the Offerings will experience an      
immediate dilution of $16.57 per share in the net tangible book value of their  
Class A Common Stock from the initial public offering price of $16 per share.   
Prior to completion of the Offerings, the Company's pro forma net tangible      
book value per share of Common Stock will be $(3.06), whereas upon completion   
of the Offerings, it will be $(.57). This will result in an increase in net     
tangible book value of $2.49 per share of Class B Common Stock that will be     
received by The Limited attributable to the Offerings. Due to the negative pro  
forma net tangible book value of the Company prior to the completion of the     
Offerings, purchasers of Class A Common Stock in the Offerings will have        
contributed a substantial portion of the Company's total paid-in capital after  
the Offerings while receiving only 14% of the economic interests therein.       

SEASONALITY                                                                     

The Company experiences seasonal fluctuations in its net sales and net      
income, with a disproportional amount of the Company's net sales and a          
majority of its net income typically realized during the fourth quarter. Net    
sales and net income are generally weakest during the first quarter. The        
Company's quarterly results of operations may also fluctuate significantly as   
a result of a variety of other factors, including the timing of new store       
openings and the net sales contributed by new stores, merchandise mix and the   
timing and level of markdowns. See "Management's Discussion and Analysis of     
Financial Condition and Results of Operations--Seasonality and Quarterly        
Fluctuations".                                                                  

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NO ASSURANCE THAT GROWTH MAY BE SUSTAINED                                       

Abercrombie & Fitch has grown rapidly over the past several years. The      
Company's future growth prospects are dependent upon a number of factors,       
including, among other things, the availability of suitable store locations,    
the ability to develop new merchandise and the ability to hire and train        
qualified associates. There is no assurance that the Company will be able to    
continue to grow profitably.                                                    

DEPENDENCE ON KEY PERSONNEL                                                     

The Company believes that it has benefitted substantially from the          
leadership of Leslie H. Wexner, Chairman, President and Chief Executive         
Officer of The Limited and Chairman of the Board of the Company and Michael S.  
Jeffries, President and Chief Executive Officer of Abercrombie & Fitch. The     
loss of any of the services of these individuals could have a material adverse  
effect on the Company's business and prospects. In addition, Mr. Wexner's       
service as Chairman, President and Chief Executive Officer of The Limited and   
Chairman of the Board of the Company may create or appear to create potential   
conflicts of interest. See "--Potential Conflicts of Interest".                 

COMPANY RESULTS OF OPERATIONS SUBJECT TO VARIABLE INFLUENCES; INTENSE           
COMPETITION                                                                     

Abercrombie & Fitch's business is sensitive to changes in consumer spending 
patterns, consumer preferences and overall economic conditions. The Company is  
also subject to fashion trends affecting the desirability of its merchandise.   
In addition, Abercrombie & Fitch competes with a broad range of other           
retailers, some of whom have greater financial resources than the Company. The  
Company's future performance will be subject to such factors, which are beyond  
its control, and there can be no assurance that such factors would not have a   
material adverse effect on the Company's results of operations. See             
"Business--Competition".                                                        

RELIANCE ON FOREIGN SOURCES OF PRODUCTION                                       

In 1995, approximately 56% of the Company's merchandise was sourced from    
independent foreign factories located primarily in the Far East. The Company    
has no long-term merchandise supply contracts and many of its imports are       
subject to existing or potential duties, tariffs or quotas that may limit the   
quantity of certain types of goods which may be imported into the United        
States from countries in that region. The Company competes with other           
companies for production facilities and import quota capacity. The Company's    
business is also subject to a variety of other risks generally associated with  
doing business abroad, such as political instability (including issues          
concerning the future of Hong Kong following the transfer of Hong Kong to The   
People's Republic of China on July 1, 1997), currency and exchange risks and    
local political issues. The Company's future performance will be subject to     
such factors, which are beyond its control, and there can be no assurance that  
such factors would not have a material adverse effect on the Company's results  
of operations. See "Business--Sourcing".                                        

NO PRIOR MARKET; POSSIBLE VOLATILITY OF STOCK PRICE                             

Prior to the Offerings, there has been no public market for the Class A     
Common Stock of the Company. There can be no assurance that the initial public  
offering price will correspond to the price at which the Class A Common Stock   
will trade in the public market subsequent to the Offerings or that an active   
public market for the Class A Common Stock will develop and continue after the  
Offerings. For a discussion of the factors considered in determining the        
initial public offering price, see "Underwriting".                              

POSSIBLE FUTURE SALES OF COMMON STOCK BY THE LIMITED                            

Subject to applicable federal securities laws and the restrictions set forth
below in the Underwriting Agreement, The Limited may sell any and all of the    
shares of Common Stock beneficially owned by it or distribute any or all of     
the shares of Common Stock to its shareholders. The Company has agreed to use   
its best efforts to effect the registration under applicable federal and state  
securities laws of any of the Class B Common Stock held by The Limited. See     
"Relationship with the Limited--Corporate Agreement". Pursuant to the           
Underwriting Agreement, The Limited will agree, subject to certain              

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exceptions, not to sell or otherwise dispose of, directly or indirectly, any    
shares of Common Stock (or any security convertible into or exchangeable or     
exercisable for Common Stock) for a period of 180 days after the date of this   
Prospectus without the prior written consent of the Representatives of the      
Underwriters. Sales or distributions by The Limited of substantial amounts of   
Common Stock in the public market or to its shareholders could adversely        
affect prevailing market prices for the Class A Common Stock. See               
"Relationship with The Limited" and "Shares Eligible for Future Sale".          

ANTI-TAKEOVER PROVISIONS                                                        

The Company's Certificate of Incorporation and Bylaws contain a number of   
provisions that could impede a merger, consolidation, takeover or other         
business combination involving the Company or discourage a potential acquiror   
from making a tender offer or otherwise attempting to obtain control of the     
Company. Those provisions include (i) a requirement that a vote of the holders  
of at least 75% of the Common Stock held by stockholders other than any person  
or entity owning 5% or more of the Common Stock of the Company (an "Interested  
Person") is required to effect a merger or consolidation with an Interested     
Person, a sale of all or substantially all of the assets of the Company to an   
Interested Person and certain other control transactions (unless such           
transaction shall have been approved by a majority of Continuing Directors (as  
defined therein)); (ii) a classified board; and (iii) a requirement that        
certain provisions of the Company's Certificate of Incorporation and Bylaws     
may be amended, and directors may be removed, only with the approval of the     
holders of at least 75% of the outstanding Common Stock. The Limited, as owner  
of approximately 94.9% of the combined voting power of all classes of voting    
stock, could sell or otherwise dispose of a substantial portion of its          
holdings and still be able to block any merger, consolidation, takeover or      
other business combination with any Interested Person and certain other         
material transactions and matters. In addition, the Company is subject to the   
provisions of Section 203 of the Delaware General Corporation Law. See          
"Description of Capital Stock--Certain Certificate of Incorporation and Bylaw   
Provisions" and "--The Delaware General Corporation Law".                       

USE OF PROCEEDS 

The estimated proceeds to the Company from the Offerings, after the         
deduction of the underwriting expenses, will be approximately $102.9 million    
($118.6 million if the Underwriters' over-allotment options are exercised in    
full), all of which proceeds are expected to be used to partially repay         
borrowings by subsidiaries of the Company under the Credit Agreement            
previously entered into with certain lenders and The Chase Manhattan Bank, as   
agent, under which the Company currently has $150 million of indebtedness       
outstanding. The current weighted average effective interest rate applicable    
to borrowings under the Credit Agreement is approximately 5.92% per annum.      
Pursuant to the Credit Agreement, which has a scheduled final maturity of June  
30, 2001, borrowings thereunder must be repaid in an amount equal to the        
Excess Cash Flow (as defined therein) of the Company, which amount will         
include the net proceeds of the Offerings. Borrowings under the Credit          
Agreement were used to fund a dividend to The Limited and repay certain         
obligations owed to The Limited.                                                

DIVIDENDS 

The Board of Directors of the Company currently intends to retain future    
earnings for the development of its business and does not anticipate paying     
regular quarterly dividends on the Common Stock for the foreseeable future.     
Under Delaware law, the declaration of dividends is within the discretion of    
the Company's Board of Directors and future dividends, if any, will depend      
upon various factors, including the Company's net income, current and           
anticipated cash needs and any other factors deemed relevant by the Board of    
Directors. By virtue of its stock ownership, The Limited will have the ability  
to change the size and composition of the Company's Board of Directors and      
thereby control the payment of dividends by the Company. Pursuant to            
restrictions contained in the Credit Agreement, so long as the Credit           
Agreement is outstanding, the Company is prohibited from paying any dividends   
on its capital stock, including the Class A Common Stock. See "Description of   
Certain Indebtedness--Credit Agreement".                                        

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DILUTION  

The negative pro forma net tangible book value of the Common Stock at August
3, 1996 would have been $(131.4) million or $(3.06) per share, based upon       
43,000,000 shares of Class B Common Stock outstanding. Assuming the Offerings   
were consummated on August 3, 1996, after giving effect to the issuance of      
7,000,000 shares of Class A Common Stock in the Offerings (at the initial       
public offering price of $16 per share and after deducting anticipated          
offering expenses and the underwriting discount and commissions), the negative  
pro forma net tangible book value at August 3, 1996 would have been $(28.5)     
million, or $(.57) per share. This represents an immediate increase in net      
tangible book value of $2.49 per share of Class B Common Stock to The Limited   
and an immediate dilution of net tangible book value of $16.57 per share of     
Common Stock to new investors purchasing Class A Common Stock in the            
Offerings. Pro forma net tangible book value per share is determined by         
subtracting total liabilities from tangible assets and dividing the remainder   
by the number of shares of Common Stock outstanding. The following table        
illustrates this per share dilution:                                            

                                                                [Download Table]
                                                                              
Initial public offering price per share.......................         $16.00 
Pro forma net tangible book value per share of Common Stock                   
 before the Offerings......................................... $(3.06)        
Increase per share attributable to new investors(1)...........   2.49         
                                                               ------         
Pro forma net tangible book value per share of Common Stock                   
 after the Offerings..........................................           (.57)
                                                                       ------ 
Dilution per share to Class A Common Stock investors(2).......         $16.57 
                                                                       ====== 

--------                                                                        
(1) After deducting the underwriting discount and commissions and estimated     
expenses of the Offerings.                                              
(2) Dilution is determined by subtracting net tangible book value per share     
after giving effect to the Offerings from the initial public offering   
price paid by a new investor for a share of Class A Common Stock.       

The following table summarizes, on a pro forma basis at August 3, 1996, the 
differences between the number of shares held by, the voting rights of, the     
total investment in the Company of and the average cost per share paid by The   
Limited and the investors purchasing shares of Class A Common Stock in the      
Offerings:                                                                      

                                                        [Enlarge/Download Table]

                               SHARES HELD                        TOTAL INVESTMENT               
                         ------------------------ ------------- --------------------             
                                    PERCENTAGE OF PERCENTAGE OF        PERCENTAGE OF AVERAGE COST
                           NUMBER    THE COMPANY  VOTING RIGHTS AMOUNT  INVESTMENT    PER SHARE  
                         ---------- ------------- ------------- ------ ------------- ------------
                                      (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)             
                                                                                                 
The Limited............. 43,000,000       86%           95%         *         *              *   
New Investors...........  7,000,000       14%            5%      $112         *         $16.00   
                         ----------      ---           ---       ----       ---                  
  Total................. 50,000,000      100%          100%         *         *                  
                         ==========      ===           ===       ====       ===                  

--------                                                                        
* Not meaningful.                                                               

The foregoing tables assume no exercise of the Underwriters' over-allotment 
options or any outstanding stock options. See "Executive Compensation" for      
information regarding stock options.                                            

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CAPITALIZATION  

The following table sets forth the pro forma (after the Offerings)          
capitalization of the Company as of August 3, 1996 based on (a) the             
reclassification of 1,000 shares of Common Stock, par value $.10 per share, of  
the Company held by The Limited into 43,000,000 shares of Class B Common        
Stock; and (b) the issuance and sale of 7,000,000 shares of Class A Common      
Stock in the Offerings and the application of the net proceeds therefrom to     
repay approximately $102.9 million of borrowings under the Credit Agreement.    
The data should be read in conjunction with the historical Consolidated         
Financial Statements and notes thereto and the Pro Forma Consolidated           
Financial Statements and notes thereto included elsewhere in this Prospectus.   

                                                                [Download Table]

                                                         AUGUST 3, 1996        
                                                   ----------------------------
                                                                 PRO FORMA     
                                                                   AFTER       
                                                   HISTORICAL(1) OFFERINGS     
                                                   ------------- ---------     
                                                   (DOLLARS IN THOUSANDS)      
                                                                               
Short-term borrowings:                                                         
  Credit Agreement(2).............................   $ 150,000   $  47,100     
  Working Capital Note(3).........................       8,616       8,616     
                                                     ---------   ---------     
    Total short-term borrowings...................     158,616      55,716     
Intercompany payable(4)...........................       8,557       8,557     
Long-term Mirror Note(5)..........................      50,000      50,000     
                                                     ---------   ---------     
    Total debt....................................     217,173     114,273     
                                                     ---------   ---------     
Shareholders' equity (deficit)(6):                                             
  Preferred stock, 15,000,000 shares authorized,                               
   no shares issued and outstanding...............                             
  Common stock, par value $.10 per share, 1,000                                
   shares authorized, 1,000 shares issued and                                  
   outstanding....................................                             
  Class A Common Stock, par value $.01 per share,                              
   150,000,000 shares authorized, 7,000,000 shares                             
   issued and outstanding.........................                      70     
  Class B Common Stock, par value $.01 per share,                              
   150,000,000 shares authorized, 43,000,000                                   
   shares issued and outstanding..................                     430     
  Paid-in capital.................................         306     102,706     
  Retained earnings (deficit).....................    (131,752)   (131,752)    
                                                     ---------   ---------     
    Total shareholders' equity (deficit)..........    (131,446)    (28,546)    
                                                     ---------   ---------     
    Total capitalization..........................   $  85,727   $  85,727     
                                                     =========   =========     

--------                                                                        
(1) Represents amounts derived from the Consolidated Financial Statements of    
Abercrombie & Fitch Co. included elsewhere in this Prospectus.          
(2) On July 2, 1996, two of Abercrombie & Fitch's subsidiaries entered into     
  the Credit Agreement and then on July 15, 1996, the stock of such entities
was contributed to Abercrombie & Fitch Co. See "Description of Certain  
Indebtedness--Credit Agreement".                                        
(3) Represents the Working Capital Note, which bears interest at 6.75% per      
annum and matures on January 31, 1997.                                  
(4) Represents an intercompany payable owed to The Limited.                     
(5) Represents the long-term Mirror Note. See "Description of Certain           
Indebtedness--Intercompany Debt".                                       
(6) Does not include an aggregate of up to 243,000 shares of Class A Common     
Stock reserved for issuance in respect of associate and director stock  
options granted effective upon consummation of the Offerings with an    
  exercise price equal to the initial public offering price set forth on the
cover page of this Prospectus.                                          

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PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS 

The following unaudited Pro Forma Consolidated Financial Statements of      
Abercrombie & Fitch include the historical Consolidated Financial Statements    
of the Abercrombie & Fitch Business (as defined in Note 1 of the Notes to the   
Consolidated Financial Statements of the Abercrombie & Fitch Business included  
elsewhere in this Prospectus) and give effect to the transactions and events    
described in the Notes to Pro Forma Consolidated Financial Statements as if     
the transactions and events referred to therein were initiated at the           
beginning of fiscal year 1995 in the case of the unaudited Pro Forma            
Consolidated Statements of Operations and as of August 3, 1996 in the case of   
the unaudited Pro Forma Consolidated Balance Sheet.                             

The unaudited Pro Forma Consolidated Financial Statements give effect to the
sale and issuance of 7,000,000 shares of Class A Common Stock in the Offerings  
and the application of the estimated $102.9 million net proceeds therefrom to   
partially repay borrowings under the Credit Agreement. The unaudited Pro Forma  
Consolidated Financial Statements also reflect the following transactions and   
events which are included in the August 3, 1996 historical balance sheet: (i)   
distribution of a note representing preexisting obligations of Abercrombie &    
Fitch's operating subsidiary in respect of certain trademarks (the "Trademark   
Obligations") in the amount of $32 million by Abercrombie & Fitch's trademark   
subsidiary to The Limited and a resulting dividend to The Limited in a          
corresponding amount; (ii) distribution of the long-term Mirror Note in the     
amount of $50 million by Abercrombie & Fitch's operating subsidiary to The      
Limited and a resulting dividend to The Limited in a corresponding amount;      
(iii) $150 million of borrowings under the Credit Agreement which were used to  
repay $91 million of long-term debt owed to The Limited, to pay a $27 million   
dividend to The Limited and repay in full the Trademark Obligations; and (iv)   
conversion of the remaining $8.6 million of intercompany debt into the Working  
Capital Note.                                                                   

Management believes the assumptions used provide a reasonable basis on which
to present the unaudited Pro Forma Consolidated Financial Statements. The       
unaudited Pro Forma Consolidated Financial Statements should be read in         
conjunction with the historical Consolidated Financial Statements and Notes     
thereto included elsewhere in this Prospectus and "Management's Discussion and  
Analysis of Financial Condition and Results of Operations". THE PRO FORMA       
CONSOLIDATED FINANCIAL STATEMENTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY  
AND SHOULD NOT BE CONSTRUED TO BE INDICATIVE OF THE COMPANY'S RESULTS OF        
OPERATIONS OR THE COMPANY'S FINANCIAL POSITION HAD THE TRANSACTIONS AND EVENTS  
DESCRIBED ABOVE BEEN CONSUMMATED ON THE DATES ASSUMED AND DO NOT PROJECT THE    
COMPANY'S RESULTS OF OPERATIONS OR THE COMPANY'S FINANCIAL POSITION FOR ANY     
FUTURE DATE OR PERIOD.                                                          

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ABERCROMBIE & FITCH 

PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                               AT AUGUST 3, 1996                      
                          ------------------------------------------------------------
                          ABERCROMBIE                CONSOLIDATED            PRO FORMA
                            & FITCH    ABERCROMBIE   ABERCROMBIE   ADJUST-     AFTER  
                          BUSINESS(1) & FITCH CO.(2) & FITCH CO.  MENTS(3)   OFFERINGS
                          ----------- -------------- ------------ ---------  ---------
                                                (IN THOUSANDS)                        
                                                                                      
ASSETS                                                                                
CURRENT ASSETS                                                                        
 Cash....................  $  1,427        $ 1        $   1,428   $ 102,900  $  1,428 
                                                                   (102,900)          
 Accounts receivable.....     2,553                       2,553                 2,553 
 Inventories.............    52,919                      52,919                52,919 
 Store supplies..........     3,729                       3,729                 3,729 
 Deferred income taxes...     1,208                       1,208                 1,208 
 Other...................     1,357                       1,357                 1,357 
                           --------        ---        ---------              -------- 
  Total current assets...    63,193          1           63,194                63,194 
Property and equipment,                                                               
 net.....................    44,570                      44,570                44,570 
Deferred income taxes....     1,624                       1,624                 1,624 
Other assets.............         7                           7                     7 
                           --------        ---        ---------              -------- 
  Total assets...........  $109,394        $ 1        $ 109,395              $109,395 
                           ========        ===        =========              ======== 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                  
 (DEFICIT)                                                                            
CURRENT LIABILITIES                                                                   
 Accounts payable........  $  6,730                   $   6,730              $  6,730 
 Accrued expenses........    15,754                      15,754                15,754 
 Credit agreement........   150,000                     150,000    (102,900)   47,100 
 Working capital note....     8,616                       8,616                 8,616 
 Income taxes payable....       500                         500                   500 
                           --------                   ---------              -------- 
  Total current                                                                       
   liabilities...........   181,600                     181,600                78,700 
Intercompany payable.....     8,557                       8,557                 8,557 
Long-term mirror note....    50,000                      50,000                50,000 
Other long-term                                                                       
 liabilities.............       684                         684                   684 
SHAREHOLDERS' EQUITY                                                                  
 (DEFICIT)                                                                            
 Common stock............                                               500       500 
 Paid-in capital.........       305        $ 1              306     102,400   102,706 
 Retained earnings                                                                    
  (deficit)..............  (131,752)                   (131,752)             (131,752)
                           --------        ---        ---------              -------- 
  Total shareholders'                                                                 
   equity (deficit)......  (131,447)         1         (131,446)              (28,546)
                           --------        ---        ---------              -------- 
    Total liabilities and                                                             
     shareholders' equity                                                             
     (deficit)...........  $109,394        $ 1        $ 109,395              $109,395 
                           ========        ===        =========              ======== 

The accompanying notes are an integral part of the unaudited Pro Forma
Consolidated Financial Statements.

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ABERCROMBIE & FITCH 

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED) 

                                                                [Download Table]

                                  FOR THE YEAR ENDED FEBRUARY 3, 1996         
                               -----------------------------------------------
                                HISTORICAL     ADJUSTMENTS        PRO FORMA   
                               -------------  --------------     -------------
                                (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)       
                                                                              
Net sales.....................  $     235,659                    $     235,659
Cost of goods sold, occupancy                                                 
 and buying costs.............        155,865                          155,865
                                -------------                    -------------
Gross income..................         79,794                           79,794
General, administrative and                                                   
 store operating expenses.....         55,996                           55,996
                                -------------                    -------------
Operating income..............         23,798                           23,798
Interest expense..............            --    $      7,726 (1)         7,726
                                -------------   ------------     -------------
Income before income taxes....         23,798         (7,726)           16,072
Provision for income taxes....          9,500         (3,100)(2)         6,400
                                -------------   ------------     -------------
Net income....................  $      14,298   $     (4,626)    $       9,672
                                =============   ============     =============
Pro forma net income per                                                      
 share........................                                   $         .19
                                                                 =============

The accompanying notes are an integral part of the unaudited Pro Forma
Consolidated Financial Statements.

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ABERCROMBIE & FITCH 

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED) 

                                                                [Download Table]

                                          FOR THE TWENTY-SIX                   
                                      WEEKS ENDED AUGUST 3, 1996               
                               ----------------------------------------------- 
                                HISTORICAL     ADJUSTMENTS        PRO FORMA    
                               -------------  --------------     ------------- 
                                (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)        
                                                                               
Net sales....................   $     108,451                    $     108,451 
Cost of goods sold, occupancy                                                  
 and buying costs............          75,505                           75,505 
                                -------------                    ------------- 
Gross income.................          32,946                           32,946 
General, administrative and                                                    
 store operating expenses....          31,520                           31,520 
                                -------------                    ------------- 
Operating income.............           1,426                            1,426 
Interest expense.............           1,151   $      2,562(1)          3,713 
                                -------------   ------------     ------------- 
Income (loss) before income                                                    
 taxes.......................             275         (2,562)           (2,287)
Provision for (benefit from)                                                   
 income taxes................             100         (1,000)(2)          (900)
                                -------------   ------------     ------------- 
Net income (loss)............   $         175   $     (1,562)    $      (1,387)
                                =============   ============     ============= 
Pro forma net loss per                                                         
 share.......................                                    $        (.03)
                                                                 ============= 

The accompanying notes are an integral part of the unaudited Pro Forma
Consolidated Financial Statements.

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ABERCROMBIE & FITCH 

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED) 

                                                                [Download Table]

                                     FOR THE TWENTY-SIX                       
                                  WEEKS ENDED JULY 29, 1995                   
                          --------------------------------------------------  
                           HISTORICAL       ADJUSTMENTS         PRO FORMA     
                          -------------    --------------      -------------  
                           (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)            
                                                                              
Net sales................  $      72,045                        $      72,045 
Cost of goods sold,                                                           
 occupancy and buying                                                         
 costs...................         51,594                               51,594 
                           -------------                        ------------- 
Gross income.............         20,451                               20,451 
General, administrative                                                       
 and store operating                                                          
 expenses................         21,970                               21,970 
                           -------------                        ------------- 
Operating loss...........         (1,519)                              (1,519)
Interest expense.........            --      $       4,013 (1)          4,013 
                           -------------     -------------      ------------- 
Loss before income                                                            
 taxes...................         (1,519)           (4,013)            (5,532)
Benefit from income                                                           
 taxes...................           (600)           (1,600)(2)         (2,200)
                           -------------     -------------      ------------- 
Net loss.................  $        (919)    $      (2,413)     $      (3,332)
                           =============     =============      ============= 
Pro forma net loss per                                                        
 share...................                                       $        (.07)
                                                                ============= 

The accompanying notes are an integral part of the unaudited Pro Forma
Consolidated Financial Statements.

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NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS  
(UNAUDITED) 

1. BASIS OF PRESENTATION                                                        

The following pro forma adjustments are based on available information and  
certain estimates and assumptions. Therefore, it is likely that the actual      
adjustments will differ from the pro forma adjustments. The Company believes    
that such assumptions provide a reasonable basis for presenting all of the      
significant effects of the following transactions and events and that the pro   
forma adjustments give appropriate effect to those assumptions and are          
properly applied in the unaudited pro forma consolidated financial statements.  

2. ADJUSTMENTS TO PRO FORMA CONSOLIDATED BALANCE SHEET                          

(1) Represents amounts derived from the historical Consolidated Financial   
Statements of the Abercrombie & Fitch Business included elsewhere in this       
Prospectus.                                                                     

(2) Represents the initial capitalization of Abercrombie & Fitch Co.        

(3) The issuance and sale of 7,000,000 shares of Class A Common Stock in the
Offerings and the application of the estimated $102.9 million net proceeds      
therefrom to partially repay borrowings under the Credit Agreement.             

3. ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS               

                                                                [Download Table]

                                                   TWENTY-SIX WEEKS ENDED   
                                  YEAR ENDED    ----------------------------
                               FEBRUARY 3, 1996 JULY 29, 1995 AUGUST 3, 1996
                               ---------------- ------------- --------------
                                                                            
(1) Reflects interest expense                                               
 as follows:                                                                
  $150 million Credit Agree-                                                
   ment due June 30,                                                        
   2001 (a)..................       $2,944         $1,472         $1,472    
  $8.6 million Working                                                      
   Capital Note due January                                                 
   31, 1997 (b)..............          582            291            291    
  $50 million Mirror Note due                                               
   May 15, 2002 (c)..........        3,900          1,950          1,950    
  Financing fees.............          300            300            --     
                                    ------         ------         ------    
                                     7,726          4,013          3,713    
  Less amounts in historical                                                
   statements of                                                            
   operations................          --             --          (1,151)   
                                    ------         ------         ------    
                                    $7,726         $4,013         $2,562    
                                    ======         ======         ======    

--------                                                                    
(a) Represents interest calculated at an effective rate of 6.25% on $47.1   
million in debt outstanding on the $150 million Credit Agreement for
   the periods indicated. The interest is calculated as if the transaction
took place at the beginning of fiscal 1995 after recognizing the    
   partial repayment of the Credit Agreement from the assumed net proceeds
of the Offerings.                                                   
(b) Interest is calculated at an effective interest rate of 6.75% for the   
periods indicated.                                                  
(c) Interest is calculated based upon 7.80% for the periods indicated.      

(2) Estimated income tax effects of the pro forma adjustments at the        
effective annual rate.                                                    

No adjustment has been made for additional costs of Abercrombie & Fitch     
operating as a public company as management believes that the incremental       
costs will not be significant. In addition, no adjustments have been made for   
changes in costs from the service and lease agreements described herein         
between Abercrombie & Fitch and The Limited since management believes the       
aggregate net changes in costs will not be material.                            

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SELECTED FINANCIAL DATA 

Set forth below is the selected historical financial and operating data for 
the periods indicated. This information should be read in conjunction with the  
Abercrombie & Fitch Business' historical and pro forma consolidated financial   
statements and notes thereto included elsewhere in this Prospectus,             
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and the other financial information set forth herein. The           
information for fiscal years 1991 and 1992 is derived from the Abercrombie &    
Fitch Business' unaudited consolidated financial statements. The selected       
financial data as of and for the twenty-six weeks ended July 29, 1995 and       
August 3, 1996 are derived from the unaudited consolidated financial            
statements also appearing herein, which, in the opinion of management, reflect  
all adjustments (which are of a recurring nature) necessary to present fairly   
the financial position and results of operations and cash flows for the         
interim periods. Results for the period ended August 3, 1996 are not            
necessarily indicative of the results of operations to be expected for the      
full fiscal year.                                                               

                                                        [Enlarge/Download Table]

                                                                                            TWENTY-SIX      
                                              FISCAL YEAR ENDED                            WEEKS ENDED      
                         -------------------------------------------------------------- --------------------
                         FEBRUARY 1,  JANUARY 30,  JANUARY 29,  JANUARY 28, FEBRUARY 3, JULY 29,   AUGUST 3,
                            1992         1993         1994         1995       1996(1)     1995       1996   
                         -----------  -----------  -----------  ----------- ----------- --------   ---------
                          (IN THOUSANDS, EXCEPT PER SHARE, PER SQUARE FOOT AND NUMBER OF STORES DATA)       
                                                                                                            
STATEMENT OF OPERATIONS                                                                                     
 DATA:                                                                                                      
  Net sales.............  $ 62,583     $ 85,301     $110,952     $165,463    $235,659   $72,045    $108,451 
  Gross income(2).......     9,665       13,413       30,562       56,820      79,794    20,451      32,946 
  General,                                                                                                  
   administrative and                                                                                       
   store operating                                                                                          
   expenses(3)..........    21,268       23,603       30,240       43,069      55,996    21,970      31,520 
  Operating income                                                                                          
   (loss)(4)............   (11,603)     (10,190)      (4,064)      13,751      23,798    (1,519)      1,426 
  Net income (loss).....    (7,003)      (6,090)      (2,464)       8,251      14,298      (919)        175 
  Pro forma net income                                                                                      
   (loss)(5)............                                                        9,672    (3,332)     (1,387)
  Pro forma weighted                                                                                        
   average number of                                                                                        
   shares(6)............                                                       50,000    50,000      50,000 
  Pro forma net income                                                                                      
   (loss) per                                                                                               
   share(5)(6)..........                                                     $    .19   $  (.07)   $   (.03)
BALANCE SHEET DATA:                                                                                         
  Inventories...........  $ 11,932     $ 15,075     $ 10,052     $ 16,551    $ 30,388   $37,880    $ 52,919 
  Total assets..........    47,967       61,626       48,882       58,018      87,693    81,291     109,394 
  Long-term debt(7).....                                                                             58,557 
  Pro forma                                                                                                 
   shareholders' equity                                                                                     
   (deficit)(8).........                                                                            (28,546)
OTHER DATA:                                                                                                 
  Total net sales                                                                                           
   growth...............       --          36.3%        30.1%        49.1%       42.4%     37.4%       50.5%
  Gross income                                                                                              
   percentage(9)........      15.4%        15.7%        27.5%        34.3%       33.9%     28.4%       30.4%
  Operating income                                                                                          
   (loss)                                                                                                   
   percentage(9)........     (18.5%)      (11.9%)       (3.7%)        8.3%       10.1%     (2.1%)       1.3%
  Number of stores at                                                                                       
   period end...........        36           40           49           67         100        77         106 
  Total selling square                                                                                      
   feet.................       287          332          405          541         792       617         830 
  Sales per selling                                                                                         
   square foot(10)......  $    261     $    276     $    301     $    350    $    354   $   124    $    134 
  Comparable store sales                                                                                    
   growth(11)...........        10%           8%           6%          15%          5%        3%         16%

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--------                                                                        
(1) Represents the 53-week fiscal year ended February 3, 1996.                
(2) Gross income equals net sales less cost of goods sold, occupancy and      
buying costs.                                                         
(3) General, administrative and store operating expenses include charges and  
allocations made by The Limited to the Abercrombie & Fitch Business.  
(4) Reflects a $4.4 million nonrecurring charge in 1993. See Note 3 to the    
Consolidated Financial Statements.                                    
(5) Gives pro forma effect to the interest expense, net of tax benefit, on    
the $8.6 million Working Capital Note and the long-term Mirror Note in
   the amount of $50 million. Also includes the pro forma effect of interest
   expense and certain fees, net of tax benefit (to the extent not reflected
in the historical financial statements) on borrowings under the Credit
   Agreement for the twenty-six weeks ended July 29, 1995 and August 3, 1996
and the year ended February 3, 1996. See "Pro Forma Consolidated      
Financial Statements".                                                
(6) Pro forma net income (loss) per share is based on pro forma net income    
 (loss) and the weighted average number of shares of Class A and Class B
Common Stock expected to be outstanding after the Offerings. Pro forma
  net income (loss) per share is not necessarily indicative of what actual
  net income (loss) per share would have been if the Offerings occurred on
the basis assumed.                                                    
(7) Represents the long-term Mirror Note and the Intercompany Payable.        
(8) Gives pro forma effect to the issuance and sale of Class A Common Stock   
in the Offerings and the application of the net proceeds therefrom to 
repay approximately $102.9 million of borrowings under the Credit     
Agreement. See "Pro Forma Consolidated Financial Statements".         
(9) Calculated as a percentage of net sales.                                  
(10) Sales per selling square foot is the result of dividing net sales for the  
period by average selling square feet, which represents the average of
   selling square feet at the beginning and end of each fiscal period. These
  amounts are not adjusted to reflect the seasonal nature of the Company's
sales or the impact of opening stores in different periods during the 
year. Sales per selling square foot for interim periods are not       
representative of results to be expected for a full fiscal year.      
(11) Abercrombie & Fitch includes a store in its comparable store sales         
 calculation at the beginning of the 53rd week of the store's operation.
  Stores that are expanded more than 20% in square feet are treated as new
stores for purposes of this calculation only.                         

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS 

The following discussion and analysis of Abercrombie & Fitch's financial    
condition and results of operations should be read in conjunction with the      
Consolidated Financial Statements and the Pro Forma Consolidated Financial      
Statements included elsewhere in this Prospectus. For the purposes of the       
Management's Discussion and Analysis, unless the context otherwise requires,    
the "Company" or "Abercrombie & Fitch" refers to the Abercrombie & Fitch        
Business as defined in Note 1 of the Notes to the Consolidated Financial        
Statements.                                                                     

GENERAL                                                                         

Since the current management team assumed responsibility for Abercrombie &  
Fitch in 1992, the Company has consistently improved its financial              
performance. In the period from 1993 to 1995, the Company increased net sales   
from $111.0 million to $235.7 million and grew operating income from $(4.1)     
million to $23.8 million. The strong growth during this period resulted from    
expansion of the number of stores in operation and increased comparable store   
sales as the Company improved its merchandise assortment and strengthened its   
brand awareness. From 1993 to 1995, the Company improved sales per selling      
square foot from $301 to $354. The Company has also improved operating income   
as a percent of sales from (3.7%) in 1993 to 10.1% in 1995 by increasing sales  
volume and gross income at a faster rate than general, administrative and       
store operating expenses. The momentum evidenced by the Company's financial     
performance from 1993 to 1995 continued into 1996 as net sales, driven by 16%   
comparable store sales growth, increased to $108.5 million in the first         
twenty-six weeks of 1996 from $72.0 million in the first twenty-six weeks of    
1995.                                                                           

The following table sets forth, for the periods indicated, the percentage   
relationship to net sales of certain items in the Company's consolidated        
statements of operations for the fiscal periods shown below:                    

                                                                [Download Table]

                                                                  TWENTY-SIX     
                                   FISCAL YEAR ENDED             WEEKS ENDED     
                          ----------------------------------- -------------------
                          JANUARY 29, JANUARY 28, FEBRUARY 3, JULY 29,  AUGUST 3,
                             1994        1995        1996       1995      1996   
                          ----------- ----------- ----------- --------  ---------
                                                                                 
Net sales...............     100.0%      100.0%      100.0%    100.0%     100.0% 
Cost of goods sold,                                                              
 occupancy and buying                                                            
 costs..................      72.5        65.7        66.1      71.6       69.6  
                             -----       -----       -----     -----      -----  
Gross income............      27.5        34.3        33.9      28.4       30.4  
General, administrative                                                          
 and store operating                                                             
 expenses...............      27.3        26.0        23.8      30.5       29.1  
Special and nonrecurring                                                         
 items..................       4.0         --          --        --         --   
                             -----       -----       -----     -----      -----  
Operating income                                                                 
 (loss).................      (3.7)        8.3        10.1      (2.1)       1.3  
Interest expense........       --          --          --        --        (1.0) 
Provision for (benefit                                                           
 from) income taxes.....      (1.4)        3.3         4.0      (0.8)       0.1  
                             -----       -----       -----     -----      -----  
Net income (loss).......      (2.2)%       5.0%        6.1%     (1.3)%      0.2% 
                             =====       =====       =====     =====      =====  

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FINANCIAL SUMMARY                                                               

The following table sets forth certain summarized financial data for the    
fiscal periods shown:                                                           

                                                        [Enlarge/Download Table]

                                                                                TWENTY-SIX             
                                   FISCAL YEAR ENDED           % CHANGE        WEEKS ENDED             
                          ----------------------------------- ------------  ------------------         
                          JANUARY 29, JANUARY 28, FEBRUARY 3, 1993-  1994-  JULY 29, AUGUST 3,         
                             1994        1995        1996     1994   1995     1995     1996    % CHANGE
                          ----------- ----------- ----------- -----  -----  -------- --------- --------
                                                                                                       
Net sales                                                                                              
 ($ in millions)........    $111.0      $165.5      $235.7      49%    42%   $ 72.0   $108.5      51%  
Increase in comparable                                                                                 
 store sales............         6%         15%          5%                       3%      16%          
Sales increase                                                                                         
 attributable to new and                                                                               
 remodeled stores.......        24%         34%         37%                      34%      35%          
Sales per selling square                                                                               
 foot...................    $  301      $  350      $  354      16%     1%   $  124   $  134       8%  
Sales per average store                                                                                
 (thousands)............    $2,493      $2,853      $2,823      14%    (1%)  $1,001   $1,053       5%  
Average store size at                                                                                  
 period end (selling                                                                                   
 square feet)...........     8,265       8,075       7,920      (2%)   (2%)   8,013    7,830      (2%) 
Selling square feet at                                                                                 
 period end                                                                                            
 (thousands)............       405         541         792      34%    46%      617      830      35%  
Number of stores:                                                                                      
  beginning of period...        40          49          67                       67      100           
  opened................         9          20          33                       10        6           
  closed................       --           (2)        --                       --       --            
                            ------      ------      ------                   ------   ------           
  end of period.........        49          67         100                       77      106           
                            ======      ======      ======                   ======   ======           

NET SALES                                                                       

For the first twenty-six weeks of 1996, net sales increased to $108.5       
million from $72.0 million, an increase of $36.5 million, or 51%. The increase  
was due to a comparable store sales increase of 16%, combined with the          
addition of 29 new stores as compared to the year-earlier period. Total         
selling square footage increased by 213,000 square feet, or 35%. Comparable     
store sales increases were strong in both the men's and women's businesses,     
with women's knits and shorts and men's pants and outerwear among the best      
performing categories. Net sales per selling square foot for the total company  
increased 8%.                                                                   

For the 53-week fiscal year 1995, net sales were $235.7 million, an increase
of 42% from $165.5 million in 1994. Sales growth came primarily from the        
addition of 33 new stores, with comparable store sales increasing 5%.           
Management believes that comparable store sales were negatively affected by     
overall softness in the retail industry. The fifty-third week accounted for     
1.7% of the total sales increase. During 1995, the Company allocated more       
selling square footage per store to women's apparel, resulting in a             
significant increase in total sales of the women's business. Significant        
growth was achieved in women's shirts, knits and shorts. The total volume of    
the men's business increased, but to a lesser extent than the women's business  
due to this reallocation. A very strong increase in men's outerwear was         
partially offset by a continuing deemphasis of dress shirts and ties as the     
Company previously decided such merchandise was not consistent with the         
Company's focus on casual apparel. Net sales per selling square foot for the    
total Company increased 1%.                                                     

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In 1994, net sales increased to $165.5 million from $111.0 million, an      
increase of $54.5 million, or 49%. Comparable store sales increased 15%, and    
there was a net increase in number of stores of 18. Square footage increased    
by 136,000 selling square feet, or 34%. Sales in the women's business more      
than doubled from the prior year due to a broader merchandise assortment,       
particularly in women's sweaters, shorts and shirts. The men's business         
achieved sales increases as a result of strong growth in men's outerwear,       
knits, shorts and accessories. The increases were partially offset by the       
Company's decision to deemphasize dress shirts and ties. Net sales per selling  
square foot for the total Company increased 16%.                                

In 1993, net sales increased to $111.0 million from $85.3 million in 1992,  
an increase of $25.7 million, or 30%. Comparable store sales increased 6%.      
Nine new stores were opened during the year, increasing the number of stores    
to 49. The men's business increased primarily due to strong increases in sport  
shirts, knits and outerwear. The women's business achieved a very strong        
performance in women's knits, jeans and shirts, which was somewhat offset by    
decreases in skirts, jackets and shorts. Net sales per selling square foot for  
the total Company increased 9%.                                                 

GROSS INCOME                                                                    

In the first twenty-six weeks of 1996, gross income, expressed as a         
percentage of net sales, was 30.4%, which represented a 2.0% increase from the  
28.4% level in the same period in 1995. The increase was attributable to a      
decrease in buying and occupancy costs, as a percentage of net sales, due to    
favorable expense leveraging associated with increased comparable store sales,  
which more than offset a slight decline in merchandise margins (representing    
gross income before the deduction of buying and occupancy costs).               

In 1995, gross income, expressed as a percentage of net sales, was 33.9%,   
which represented a 0.4% decrease from the 34.3% level in 1994. The decrease    
was primarily attributable to an increase in buying and occupancy cost of 1.3%  
which represented asset writeoffs associated with the renovation and            
relocation of two stores. Merchandise margins were up slightly for the period.  

In 1994, gross income, expressed as a percentage of net sales, was 34.3%,   
which represented a 6.8% increase from the 27.5% level in 1993. Merchandise     
margins improved 4.2% from the previous year due to higher initial markups      
(IMU) and fewer markdowns. Buying and occupancy costs as a percentage of net    
sales declined 2.3% as a result of strong comparable store net sales growth     
and a 16% increase in net sales per selling square foot.                        

In 1993, gross income, expressed as a percentage of net sales, was 27.5%,   
which represented an 11.8% increase from the level in 1992. Merchandise         
margins improved 10.4% as the Company incurred fewer markdowns and              
significantly increased IMU.                                                    

GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES                            

General, administrative and store operating expenses, expressed as a        
percentage of net sales, were 29.1% in the first twenty-six weeks of 1996 and   
30.5% in the comparable period in 1995. The decline is attributable to the      
strong comparable sales growth and improved management of store payrolls.       

General, administrative and store operating expenses, expressed as a        
percentage of net sales, were 23.8%, 26.0% and 27.3% for 1995, 1994 and 1993,   
respectively. The improvement during the three-year period resulted from        
management's continued emphasis on expense control and the favorable            
leveraging of store and home office expenses over higher sales volume.          
Additionally, improvements have been made to increase the distribution center   
productivity and as a result, the cost of operating the distribution center     
has declined, as a percentage of net sales, each year.                          

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SPECIAL AND NONRECURRING ITEMS                                                  

As described in Note 3 to the Consolidated Financial Statements appearing   
elsewhere herein, in 1993 the Company participated in The Limited's plan which  
provided for the closure, downsizing and remodeling of under-performing stores  
of the Company. In developing the plan, specific stores were identified based   
upon a number of criteria, including the quality and location of the real       
estate, historical financial results, other business factors and management's   
assessment of future potential. A total of seven under-performing stores were   
identified for this plan. The Company continuously evaluates its stores         
against these criteria, and charges for stores that meet the criteria for       
downsizing or closing are taken in the appropriate period. There are no stores  
currently operated by the Company that have been identified for downsizing or   
closure based upon the program's criteria. The provision for store closure,     
downsizing and remodeling aggregated approximately $4.4 million and includes    
the net book value of abandoned fixed assets and lease termination payments.    
There was no material cash outflow as a result of the charge. The Company       
completed the program on October 28, 1995.                                      

OPERATING INCOME                                                                

The improvement in operating income, as a percentage of net sales, for the  
twenty-six weeks ended August 3, 1996 to 1.3% compared to (2.1%) in the same    
period last year is a result of both higher gross income and reduced general,   
administrative and store operating expenses as a percentage of net sales.       

Operating income, as a percentage of net sales, was 10.1%, 8.3% and (3.7%)  
for 1995, 1994 and 1993, respectively. Operating income improved from a loss    
in 1993 as higher merchandise margins were coupled with lower general,          
administrative and store operating expenses as a percentage of net sales.       
Sales volume and gross income have increased at a faster rate than general,     
administrative and store operating expenses as the Company continues to         
emphasize cost controls.                                                        

FOREIGN SOURCING AND INTERNATIONAL EXPANSION                                    

The Company sources a substantial amount of its merchandise from independent
foreign factories located primarily in the Far East. The Company's business is  
subject to a variety of risks generally associated with doing business abroad,  
such as political instability, currency and exchange risks and local political  
issues. The Company has no long-term merchandise supply contracts and many of   
its imports are subject to existing or potential duties, tariffs or quotas      
that may limit the quantity of certain types of goods which may be imported     
into the United States from countries in that region. The Company's future      
performance will be subject to such factors, which are beyond its control, and  
there can be no assurance that such factors would not have a material adverse   
effect on the Company's results of operations.                                  

SEASONALITY AND QUARTERLY FLUCTUATIONS                                          

As illustrated in the table below, the Company's business is highly         
seasonal, with significantly higher sales, gross income and net income          
realized during the fourth quarter, which includes the Christmas selling        
season. See "Risk Factors--Seasonality".                                        

                                                                [Download Table]

               1994 QUARTER                 FIRST    SECOND     THIRD   FOURTH  
               ------------                -------   -------   -------  ------- 
                                               (DOLLARS IN THOUSANDS)           
                                                                                
Net sales................................. $23,399   $29,045   $38,584  $74,435 
 % of full year...........................    14.1%     17.6%     23.3%    45.0%
Gross income.............................. $ 5,643   $ 8,285   $11,815  $31,077 
 % of full year...........................     9.9%     14.6%     20.8%    54.7%
Net income (loss)......................... $(1,225)  $  (530)  $   466  $ 9,540 
 % of full year...........................   (14.8%)    (6.4%)     5.6%   115.6%

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                                                                [Download Table]

               1995 QUARTER                 FIRST    SECOND    THIRD    FOURTH  
               ------------                -------   -------  -------  -------- 
                                                (DOLLARS IN THOUSANDS)          
                                                                                
Net sales................................. $33,377   $38,668  $57,222  $106,392 
 % of full year...........................    14.2%     16.4%    24.3%     45.1%
Gross income.............................. $ 8,428   $12,023  $19,503  $ 39,840 
 % of full year...........................    10.6%     15.1%    24.4%     49.9%
Net income (loss)......................... $(1,169)  $   250  $ 2,583  $ 12,634 
 % of full year...........................    (8.2%)     1.7%    18.1%     88.4%

FINANCIAL CONDITION                                                             

The Company's consolidated balance sheet at August 3, 1996 provides         
continuing evidence of financial strength and flexibility. A more detailed      
discussion of liquidity, capital resources and capital requirements follows:    

LIQUIDITY AND CAPITAL RESOURCES                                               

Net cash used for operating activities totaled $(18.7) million in the first 
twenty-six weeks of 1996 and $(18.3) million in the comparable period in 1995.  
In 1996, net cash used for inventories increased by $1.2 million over 1995 to   
support increased sales. Net income adjusted for depreciation in the first      
twenty-six weeks of 1996 provided cash as both these categories increased over  
the comparable period in 1995.                                                  

Net cash provided by operating activities totaled $12.7 million, $20.2      
million and $20.6 million for 1995, 1994 and 1993, respectively.                

Net income increased consistently over the period while inventory levels    
also increased. Inventories increased 84% to $30.4 million in 1995 and 65% to   
$16.6 million in 1994, supporting the sales growth in those periods. Due to     
the Company's timing of payments, accounts payable increased only slightly      
over each of the three fiscal years, despite the increase in inventory. In      
addition, as more fully described in Note 3 to the Consolidated Financial       
Statements appearing elsewhere herein, the Company recorded a $4.4 million      
charge in 1993 related to special and nonrecurring items.                       

Investing activities include capital expenditures, primarily for new,       
relocated and expanded stores.                                                  

Financing activities were primarily due to intercompany transactions as     
discussed in Note 10 to the Consolidated Financial Statements appearing         
elsewhere herein. In addition, financing activities in the twenty-six weeks     
ended August 3, 1996 included proceeds of $150 million from the Credit          
Agreement which were used to repay $91 million of intercompany debt and $32     
million of Trademark Obligations and fund a $27 million dividend to The         
Limited. See Note 16 to the Consolidated Financial Statements.                  

Abercrombie & Fitch's operations are seasonal in nature and are comprised of
two principal selling seasons: Spring (the first and second quarters) and Fall  
(the third and fourth quarters), with the fourth quarter, including the         
holiday season, accounting for approximately 45% of net sales in each of the    
last two years. Accordingly, cash requirements are highest in the third         
quarter as the Company's inventory builds in anticipation of the holiday        
selling season.                                                                 

Historically, the Company has participated in The Limited's centralized cash
management system whereby cash received from operations is transferred to The   
Limited's centralized cash accounts and cash disbursements are funded from the  
centralized cash accounts on a daily basis. See "Relationship with The          
Limited". The receipt and disbursement of cash is tracked in an intercompany    
cash management account. Accordingly, cash requirements for operating purposes  
during the year and for capital expenditures were met from this source. The     
Company will continue to utilize the centralized cash management system after   
the consummation of the Offerings. At July 11, 1996, after the initial          
capitalization of Abercrombie & Fitch, the intercompany cash management         
account became an interest earning asset or interest bearing liability of the   
Company, depending on the level of cash receipts and disbursements. Interest    
on this intercompany cash management account is calculated based on the         
Federal Reserve AA composite 30-day rate. After the consummation of the         
Offerings and use of the                                                        

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net proceeds therefrom as described elsewhere herein, the Company's             
capitalization on a pro forma basis will include the long-term Mirror Note in   
the amount of $50 million, the $8.6 million Working Capital Note, the $8.6      
million Intercompany Payable and $(28.5) million of shareholders' equity        
(deficit). In addition, approximately $47.1 million of indebtedness will        
remain outstanding under the Credit Agreement following the consummation of     
the Offerings and the use of proceeds received therefrom. As the Company has    
fully borrowed the amount available under the Credit Agreement and may not      
reborrow any amounts repaid thereunder, the Company does not expect the Credit  
Agreement to be a source of liquidity in the future. For a description of the   
Company's indebtedness, see "Description of Certain Indebtedness". Management   
believes cash provided by operations will be sufficient to service debt,        
finance capital expenditures and meet working capital needs. Management         
believes that initially, due to seasonal working capital needs, the Company     
will be in a liability and interest paying status with respect to the           
intercompany cash management account. Management believes the availability of   
funds from The Limited and The Limited's ability to repay in the event the      
Company may be in an asset position with respect to the intercompany cash       
management account do not pose significant risks to the Company.                

CAPITAL EXPENDITURES                                                          

Capital expenditures, primarily for new and remodeled stores, amounted to   
$2.8 million in the first twenty-six weeks of 1996 and $5.3 million in the      
comparable period in 1995. Capital expenditures amounted to $24.5 million,      
$12.6 million and $4.7 million for 1995, 1994 and 1993, respectively, of which  
$22.3 million, $11.6 million and $4.5 million, respectively, was for new        
stores and remodeling and expanding existing stores.                            

The Company has announced its intention to open approximately 29 new stores 
and to remodel one store in 1996, which would add approximately 235,000 square  
feet of selling space and represent a 30% increase over year-end 1995. The      
Company anticipates spending $21 to $25 million for capital expenditures in     
1996, of which $18 to $22 million will be for new stores, the relocation and    
expansion of existing stores and related improvements. The Company anticipates  
spending $22 to $26 million in 1997 for capital expenditures, of which $19 to   
$23 million will be for new stores, the relocation and expansion of existing    
stores and related improvements. The Company expects that substantially all     
future capital expenditures will be funded by net cash provided by operating    
activities.                                                                     

IMPACT OF INFLATION                                                           

The Company's results of operations and financial condition are presented   
based upon historical cost. While it is difficult to accurately measure the     
impact of inflation due to the imprecise nature of the estimates required, the  
Company believes that the effects of inflation, if any, on its results of       
operations and financial condition have been minor.                             

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

The Company cautions that any forward-looking statements (as such term is   
defined in the Private Securities Litigation Reform Act of 1995) contained in   
this Prospectus or made by management of the Company involve risks and          
uncertainties, and are subject to change based on various important factors.    
The following factors, among others, in some cases have affected and in the     
future could affect the Company's financial performance and actual results and  
could cause actual results for 1996 and beyond to differ materially from those  
expressed or implied in any such forward-looking statements: changes in         
consumer spending patterns, consumer preferences and overall economic           
conditions, the impact of competition and pricing, changes in weather           
patterns, 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 and    
ability to hire and train associates.                                           

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BUSINESS  

Abercrombie & Fitch is a rapidly growing specialty retailer of high-quality,
casual apparel for men and women approximately 15 to 50 years of age. The       
Company's net sales have increased from $85.3 million in 1992 to $235.7         
million in 1995, representing a compound annual growth rate of 40.3%. During    
this time, operating income has improved from an operating loss of $10.2        
million in 1992 to operating income of $23.8 million in 1995, while the number  
of Abercrombie & Fitch stores in operation more than doubled, increasing from   
40 at the end of 1992 to 100 at the end of 1995. The Company plans to continue  
this new store expansion program by opening 29 new stores in 1996 and by        
increasing the number of stores in operation by approximately 20% annually for  
the next several years thereafter.                                              

The Abercrombie & Fitch brand was established in 1892 and became well known 
as a supplier of rugged, high-quality outdoor gear. Famous for outfitting the   
safaris of Teddy Roosevelt and Ernest Hemingway and the expeditions of Admiral  
Byrd to the North and South Poles, Abercrombie & Fitch goods were renowned for  
their durability and dependability--and Abercrombie & Fitch placed a premium    
on complete customer satisfaction with each item sold. In 1992, a new           
management team began repositioning Abercrombie & Fitch as a more fashion-      
oriented casual apparel business directed at men and women with a youthful      
lifestyle. In reestablishing the Abercrombie & Fitch brand, the Company         
combined its historical image for quality with a new emphasis on casual         
American style and youthfulness. The Company believes that this strategic       
decision has contributed to the strong growth and improved profitability it     
has experienced since 1992.                                                     

Industry sources estimate that the men's and women's apparel market         
generated approximately $127 billion in retail purchases in 1995. These         
sources estimate that men's and women's apparel total sales volume grew at a    
compound annual rate of approximately 3.9% between 1992 and 1995. Abercrombie   
& Fitch's compound annual growth of 40.3% during this period has outpaced that  
of the industry. The Company believes that the size of Abercrombie & Fitch's    
market, coupled with its business strengths and growth strategies, should       
provide significant opportunities for growth and increased market share in the  
future.                                                                         

BUSINESS STRENGTHS                                                              

The Company believes that certain business strengths have contributed to its
success in the past and will enable it to continue growing profitably.          

ESTABLISHED AND DIFFERENTIATED LIFESTYLE BRAND. Abercrombie & Fitch has     
created a focused and differentiated brand image based on quality,              
youthfulness and classic American style. This image is consistently             
communicated through all aspects of the Company's business, including           
merchandise assortments, in-store marketing and print advertising. The Company  
believes that the strength of the Abercrombie & Fitch brand provides            
opportunities for increased penetration of current merchandise categories and   
entry into new product categories.                                              

BROAD AND GROWING APPEAL. The Company's merchandise assortment appeals to a 
broad range of customers with varying ages and income levels. The Company       
believes that both men and women interested in casual, classic American         
fashion are attracted to the Abercrombie & Fitch lifestyle image. The Company   
also believes that the brand's broad appeal has been augmented by, and should   
continue to benefit from, the current trend in fashion toward casual apparel.   

PROVEN MANAGEMENT TEAM. Since the current management team assumed           
responsibility in 1992, the Company has increased the level of brand awareness  
and consistently reported improved financial results. In addition, the          
Company's senior management has significant experience, with an aggregate of    
over one hundred years in the retail business. The Company believes that        
management's                                                                    

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substantial experience and demonstrated track record of highly profitable       
growth strongly positions the Company for the future.                           

CONSISTENT STORE LEVEL EXECUTION. Abercrombie & Fitch believes that a major 
element of its success is the consistent store level execution of its brand     
strategy. Store presentation is tightly controlled by the Company and is based  
on a detailed and comprehensive store plan regarding visual merchandising,      
marketing and fixtures to assure that all stores provide a consistent           
portrayal of the brand. Store associates are trained as "brand                  
representatives" who convey and reinforce the brand image through their         
attitude and enthusiasm.                                                        

QUALITY. Since its founding over 100 years ago, Abercrombie & Fitch has     
maintained a strong reputation for quality. This reputation has been enhanced   
in recent years as management has made quality a defining element of the        
brand. The Company sources high quality natural fabrics from around the world   
and uses distinctive trim details and specialized washes to achieve a unique    
style and comfort in its products. As part of this focus on quality, the        
Company establishes on-going relationships with key factories to ensure         
reliability and consistency of production.                                      

INTERNAL DESIGN AND MERCHANDISING CAPABILITIES. The cornerstone of the      
Company's business is its ability to design products which embody the           
Abercrombie & Fitch image. Abercrombie & Fitch develops substantially all of    
its merchandise line through its own design group, which allows it to develop   
exclusive merchandise and offer a consistent assortment within a season and     
from year to year. In addition, because the Company's merchandise is sold       
exclusively in its own stores, Abercrombie & Fitch is able to control the       
presentation and pricing of its merchandise, provide a higher level of          
customer service and closely monitor retail sell-through, which provides        
competitive advantages over other brand manufacturers that market their goods   
through department stores.                                                      

RELATIONSHIP WITH THE LIMITED. Unlike most high growth, specialty apparel   
retailers, Abercrombie & Fitch directly benefits from the resources and         
expertise of a major retailer such as The Limited. Abercrombie & Fitch has      
been able to concentrate the efforts of its management team and associates on   
strengthening its brand image by taking advantage of The Limited's              
capabilities in the areas of real estate negotiation and acquisition, central   
distribution, sourcing, store design and construction and general corporate     
services. The Company will continue to receive such services after the          
Offerings pursuant to agreements to be entered into with The Limited. See       
"Relationship with The Limited".                                                

GROWTH STRATEGY                                                                 

The Company has implemented a growth strategy designed to permit Abercrombie
& Fitch to capitalize on its business strengths. The principal elements of the  
Company's growth strategy are summarized below:                                 

NEW STORE GROWTH. Beginning in 1993, the Company began its store        
expansion program, opening 9, 20 and 33 stores in 1993, 1994 and 1995,      
respectively. The Company plans to continue this store expansion program by 
opening 29 new stores in 1996 and increasing the number of stores in        
operation by approximately 20% annually for the next several years          
thereafter. While substantially all stores to be opened in 1996 will be in  
regional shopping malls, the Company believes that selected street          
locations in university and high-traffic urban settings also provide        
attractive expansion opportunities. Given the strength of the Abercrombie & 
Fitch brand and its customer demographics, management believes that, in the 
current format, there will be approximately 250 to 350 additional mall and  
street location sites available for new stores.                             

FURTHER PENETRATION OF EXISTING MERCHANDISE CATEGORIES. Management      
believes that Abercrombie & Fitch's ability to design and market new        
merchandise quickly and effectively has been a key element of its success.  
In recent years the Company has significantly broadened its                 

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assortment in existing categories in order to increase volume and           
productivity. Since 1993 the number of items offered in the Company's       
assortment has increased approximately 75%. In 1996, the Company is         
continuing to expand key categories. For example, the number of items in    
the Fall 1996 men's outerwear line is approximately double the prior year's 
highly successful offering, and the women's outerwear assortment has also   
been expanded significantly. In addition, the Company recently introduced a 
new line of men's underwear and loungewear, with a women's                  
underwear/sleepwear line planned for the 1996 holiday season. As a result   
of the Company broadening its product mix, it has been able to flow fresh   
merchandise to the stores on a more frequent basis. The Company has also    
begun to offer a targeted assortment in its stores in the sunbelt in order  
to better respond to differences in climate.                                

INTRODUCTION OF NEW MERCHANDISE CATEGORIES. The Company believes it can 
successfully extend the Abercrombie & Fitch brand into new merchandise      
categories and further increase sales productivity and growth. For the      
holiday season in 1996, Abercrombie & Fitch will introduce a new line of    
personal care products, including fragrances and soaps, as well as a        
limited number of decorative home accessories. In addition, the Company     
will offer its own uniquely designed line of sunglasses. The Company        
believes that its internal design capability will continue to develop new   
merchandise categories to capitalize on the Abercrombie & Fitch brand.      

ABERCROMBIE & FITCH STORES                                                      

STORE ENVIRONMENT                                                             

Abercrombie & Fitch stores and point-of-sale marketing are designed to      
convey the principal elements and personality of the brand--quality, casual     
American fashion, and a youthful lifestyle. The store design, furniture,        
fixtures and music are all carefully planned and coordinated to create a        
shopping experience that is consistent with the Abercrombie & Fitch lifestyle.  
The Company's in-store photographs are also principal components in creating    
and enhancing the casual, energized environment of the stores. These            
photographs, which are enlarged and displayed prominently throughout the        
stores, contain distinctive black and white images of men and women engaged in  
activities identified with an active, fun lifestyle. The Company believes that  
its customers experience the Abercrombie & Fitch stores as entertaining         
destinations, in which they feel welcomed and comfortable.                      

The Company's sales associates, or brand representatives, are a central     
element in creating the entertaining, yet comfortable, atmosphere of the        
stores. In addition to providing a high level of customer service, the brand    
representatives reflect the casual, energetic attitude of the Abercrombie &     
Fitch brand and culture. In conjunction with other components of the store      
environment, the Company believes its brand representatives significantly       
contribute to a store atmosphere that is consistent with a gathering among      
friends.                                                                        

Abercrombie & Fitch maintains a uniform appearance throughout its store     
base, in terms of merchandise display and location on the selling floor. Store  
managers receive detailed store plans that dictate fixture and merchandise      
placement to ensure uniform execution of the merchandising strategy at the      
store level. Standardization of store design and merchandise presentation also  
creates cost savings in store furnishings, maximizes usage and productivity of  
selling space and allows Abercrombie & Fitch to efficiently open new stores.    
The Company has developed a new, more sophisticated store prototype that seeks  
to further stress the casual, youthful nature of the Abercrombie & Fitch        
brand. This is accomplished in part through the use of lighter colors           
throughout the store and wood floors. The Company plans to introduce this       
prototype in new stores and remodel selected existing stores beginning in Fall  
1996.                                                                           

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STORE EXPANSION PROGRAM                                                       

Abercrombie & Fitch stores are located principally in regional shopping     
malls. At August 21, 1996, Abercrombie & Fitch operated 109 stores nationwide,  
averaging 7,817 selling square feet. See "--Properties" for a listing of store  
locations by state. The table below highlights the store expansion strategy     
pursued by Abercrombie & Fitch:                                                 

                                                        [Enlarge/Download Table]

                                                                                                 AVERAGE STORE
                                                                                                 SELLING SPACE
                           STORES OPEN      STORES        STORES     STORES OPEN  TOTAL SELLING    AT END OF  
FISCAL                   AT BEGINNING OF OPENED DURING CLOSED DURING  AT END OF       SPACE       FISCAL YEAR 
 YEAR                      FISCAL YEAR    FISCAL YEAR   FISCAL YEAR  FISCAL YEAR (000'S SQ. FT.)   (SQ. FT.)  
------                   --------------- ------------- ------------- ----------- --------------- -------------
                                                                                                              
1991....................        27             10             1           36           287           7,972    
1992....................        36              4           --            40           332           8,300    
1993....................        40              9           --            49           405           8,265    
1994....................        49             20             2           67           541           8,075    
1995....................        67             33           --           100           792           7,920    

Abercrombie & Fitch plans to open 29 stores in 1996 (of which nine have been
opened at August 21, 1996) and increase the number of stores in operation by    
approximately 20% annually for the next several years thereafter. The Company   
has identified the stores remaining to be opened in 1996, and expects them all  
to be in operation before the holiday season. While substantially all stores    
to be opened in 1996 will be in regional shopping malls, the Company believes   
that selected street locations in university and high-traffic urban settings    
also provide attractive expansion opportunities. In evaluating real estate      
locations the Company considers a variety of criteria. Regional malls are       
measured based on strength of anchor stores, the fashion and quality mix of     
other specialty tenants and population and income characteristics of the        
surrounding area. Non-mall locations are assessed in terms of strength of       
other nearby specialty stores, and whether the shopping area attracts a         
customer mix consistent with the lifestyle characteristics targeted by the      
brand.                                                                          

A key element of Abercrombie & Fitch's new store strategy is to open new    
stores with trained managers in place. The Company targets that all managers    
of new stores have prior experience in other Abercrombie & Fitch stores in      
either the manager or assistant manager position.                               

NEW STORE ECONOMICS                                                           

The Company's stores that were open during all of 1995 averaged $2.9 million
in net sales and produced net sales per selling square foot of approximately    
$365. The average cost for leasehold improvements, furniture and fixtures for   
these stores was approximately $858,000 per store, after giving effect to       
landlord allowances. Inventory purchases for such stores averaged $302,000 per  
store. These stores generated an average after-tax return on investment         
(after-tax four wall contribution divided by capital investment and average     
inventory) of approximately 39% in 1995, or 65% on a pre-tax basis.             

The Company estimates that the average cost for leasehold improvements,     
furniture and fixtures for stores to be opened in 1996 will be approximately    
$660,000 per store, after giving effect to landlord allowances. Average pre-    
opening costs per store, which will be expensed as incurred, are expected to    
be less than $25,000. In addition, inventory purchases are expected to average  
approximately $300,000 per store.                                               

Abercrombie & Fitch's stores have typically exceeded management's store     
operating profitability and return on asset targets during the first year of    
operation.                                                                      

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MERCHANDISING                                                                   

PRODUCT MIX                                                                   

The Company designs and sells all of its merchandise under its proprietary  
Abercrombie & Fitch brand. The merchandise assortment covers a broad range of   
classifications in men's and women's casual apparel. In addition, the Company   
offers a broad range of accessories that includes belts, socks, caps, boxers,   
underwear and personal care products. Although the Company currently markets    
dress shirts and ties, it has deemphasized these categories as the Company      
decided such merchandise was not consistent with the Company's focus on casual  
apparel.                                                                        

The following table sets forth the Company's merchandise mix by major       
category as a percentage of net sales for the years 1993-1995.                  

                                                                [Download Table]

                                                      1993   1994   1995  
                                                      -----  -----  ----- 
                                                                          
Men's................................................  76.0%  67.6%  60.2%
Women's..............................................  24.0   32.4   39.8 
                                                      -----  -----  ----- 
  Total Company...................................... 100.0% 100.0% 100.0%
                                                      =====  =====  ===== 

Over the past several years, the Company has increased the square footage   
and the size of the merchandise offering devoted to women's sportswear, which   
has resulted in an increase in the women's business as a percentage of total    
net sales.                                                                      

Abercrombie & Fitch believes that there are major opportunities to increase 
volume through both increased penetration of the existing classifications and   
adding new merchandise classifications. Management believes that Abercrombie &  
Fitch's ability to design and market new merchandise quickly and effectively    
has been a key element of its success. In recent years the Company has          
significantly broadened its assortment in existing categories in order to       
increase volume and productivity. Since 1993 the number of items offered in     
the Company's assortment has increased approximately 75%. In 1996, the Company  
is continuing to expand key categories. For example, the number of items in     
the Fall 1996 men's outerwear line is approximately double the prior year's     
highly successful offering, and the women's outerwear assortment has also been  
expanded significantly. In addition, the Company recently introduced a new      
line of men's underwear and loungewear, with a women's underwear/sleepwear      
line planned for the 1996 holiday season. As a result of the Company            
broadening its product mix, it has been able to flow fresh merchandise to the   
stores on a more frequent basis. The Company has also begun to offer a          
targeted assortment in its stores in the sunbelt in order to better respond to  
differences in climate.                                                         

The Company believes it can extend the Abercrombie & Fitch brand into new   
merchandise categories and further increase sales productivity and growth. For  
the holiday season in 1996, Abercrombie & Fitch will introduce a new line of    
personal care products, including fragrances and soaps, as well as a limited    
number of decorative home accessories. In addition, the Company will offer its  
own uniquely designed line of sunglasses. The Company believes that its         
internal design capability will continue to develop new merchandise categories  
to reflect the Abercrombie & Fitch image.                                       

The Company's point-of-sale information system allows management to track   
the performance of merchandise items on a stock-keeping unit, or SKU, basis.    
Reorder "triggers" are used to replenish inventory of strong selling items. In  
addition, performance by store at a SKU level is tracked to allow inventory to  
be replenished based on differences in selling trends by store.                 

PRODUCT DESIGN                                                                

The cornerstone of the Company's business is its ability to design products 
which embody the Abercrombie & Fitch image of a casual, youthful lifestyle.     
Since the new management team joined the                                        

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Company in 1992, a major strategy has been to build an internal design group.   
From the end of 1992, the design group has grown from a staff of three to more  
than 30. The men's and women's businesses each maintain separate design and     
merchant groups. The product development process begins with senior management  
in the merchandising and design areas, who develop seasonal merchandise themes  
and concepts. These concepts are used to create line lists of items that are    
then developed by the designers. Designs cover not only fabric content,         
specifications and colors, but also labels, hangtags, and other descriptive     
marketing. In developing concepts and designs, the Company's executives         
identify trends through domestic and foreign travel, retail shopping, and       
awareness of activities favored by the young, active segment of the             
population.                                                                     

PRODUCT QUALITY                                                               

Throughout its over 100 year history, quality has been a major element of   
the Abercrombie & Fitch brand. The Company strives to offer distinct, high      
quality merchandise in order to enhance customer satisfaction and increase      
brand loyalty. The Company emphasizes natural fibers and uses a number of       
different washes to achieve the desired comfort and hand-feel in its products.  
The Company's designers also place significant importance on developing         
distinctive trim details. Many of the products have unique buttons, pocket      
detailing, labels, graphic designs and hangtags. As part of this focus on       
quality, the Company establishes on-going relationships with key factories to   
ensure reliability and consistency of production. All factories used for the    
Company's production are approved for quality and dependability by senior       
management before orders are placed.                                            

MARKETING AND PROMOTION                                                         

The Company's marketing and promotional strategies are consistent with its  
established and differentiated lifestyle brand. The significant brand equity    
in the Abercrombie & Fitch name enables the Company to maintain a non-          
promotional price strategy in most of its merchandise classifications           
throughout the year. The Company conducts two major season-end promotional      
events each year. These events are intended to clear seasonal goods in advance  
of introducing new full-priced assortments and returning the stores to their    
generally non-promotional status. The Company's pricing strategy is designed    
to deliver the quality consistent with designer brands at price points below    
those typically associated with such designers.                                 

The Company focuses its advertising efforts on in-store displays and print  
media. In-store advertising includes a series of distinctive black and white    
photographs that are enlarged and prominently displayed throughout the stores.  
These photographs portray men and women engaged in activities identified with   
an active and spirited lifestyle and connote the timeless quality associated    
with the Abercrombie & Fitch brand. Print media advertising is focused on       
selected national publications and, as with the in-store photographs,           
communicates and reinforces the Abercrombie & Fitch brand image.                

The Company has a proprietary credit card available to its customers,       
representing in 1995 approximately 6% of net sales.                             

ASSOCIATES                                                                      

Customer service is a defining feature of the Abercrombie & Fitch corporate 
culture. The Company believes that knowledgeable and enthusiastic sales         
associates have a direct impact on a customer's perception of the brand.        
Accordingly, Abercrombie & Fitch focuses significant resources on the           
selection and training of sales associates. Abercrombie & Fitch stresses the    
role of these sales associates as "brand representatives" and they are          
expected to reflect the lifestyle image of the brand. Brand representatives     
are required to be familiar with the full range of Abercrombie & Fitch          
merchandise and to have the ability to assist customers with merchandise        
selection. The Company                                                          

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minimizes brand representatives' time spent on administrative functions by      
centrally determining merchandise display and replenishment, markdowns and      
labor scheduling. By emphasizing friendliness, product knowledge and personal   
attention, management believes that Abercrombie & Fitch has established a       
reputation for excellent customer service.                                      

The typical management of an Abercrombie & Fitch store consists of one store
manager and three to five assistant managers. The Company compensates its       
district and store managers with a base salary plus a performance bonus based   
primarily on store sales. The Company's store, district and regional managers   
spend a majority of their work week on Abercrombie & Fitch selling floors,      
providing leadership through coaching the staff and assisting customers.        

At August 3, 1996, the Company had approximately 3,800 associates, of whom  
approximately 300 were full-time salaried associates and approximately 400      
were full-time hourly associates. A significant number of associates are hired  
on a seasonal basis to meet demand during holiday gift-buying seasons. The      
balance were part-time hourly associates. None of the Company's associates is   
represented by a labor union. The Company believes that its relationship with   
its associates is good.                                                         

SOURCING                                                                        

Abercrombie & Fitch utilizes a variety of sourcing arrangements. Mast       
Industries, Inc. ("Mast"), a wholly owned subsidiary of The Limited, supplied   
approximately 28% of the apparel purchased by the Company in 1995. The Company  
believes all transactions entered into with Mast are on anarm's-length basis,   
and Abercrombie & Fitch is not obligated to source product through Mast.        

In 1995, approximately 56% of the Company's merchandise was sourced from    
independent foreign factories located primarily in the Far East. The Company    
has no long-term merchandise supply contracts and many of its imports are       
subject to existing or potential duties, tariffs or quotas that may limit the   
quantity of certain types of goods which may be imported into the United        
States from countries in those regions. The Company competes with other         
companies for production facilities and import quota capacity. In addition,     
although the General Agreement on Tariffs and Trade ("GATT") adopted on         
December 8, 1994 requires the elimination of duties, tariffs and quotas on      
apparel and textile products by January 1, 2005, the GATT treaty is not         
expected to have any meaningful effect on the import of merchandise used in     
Abercrombie & Fitch's business for several years. Abercrombie & Fitch attempts  
to monitor manufacturing to ensure that no one company or country is            
responsible for a disproportionate amount of the Company's merchandise. The     
Company typically transacts business on an order-by-order basis and does not    
maintain any long-term or exclusive commitments or arrangements to purchase     
from any vendor. The Company believes that it has good relationships with its   
vendors and that, as the number of its stores increases, there will be          
adequate sources to produce a sufficient supply of quality goods in a timely    
manner and on satisfactory economic terms. See "Risk Factors--Factors           
Affecting Abercrombie & Fitch's Business; Foreign Sourcing".                    

CENTRAL STORE PLANNING                                                          

The Company's store design and construction operations are handled centrally
by the store planning division of The Limited ("Limited Store Planning").       
Limited Store Planning is organized into teams comprised of designers,          
construction managers, architects, purchasing agents and financial personnel    
who are responsible for all phases of store design and construction. Teams are  
assigned to work with the senior management of a specific retail business       
(including Abercrombie & Fitch) to develop and implement store designs that     
are consistent with and promote the image of a given retail business.           
Abercrombie & Fitch and The Limited intend to enter into an agreement pursuant  
to which The Limited would continue to provide such services to Abercrombie &   
Fitch on a basis consistent with past practices. The Limited will charge        
Abercrombie & Fitch for such services on a basis consistent with amounts        
charged by The Limited from time to time to its other businesses for            
comparable services. See "Relationship with The Limited--Services Agreement".   

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CENTRAL REAL ESTATE MANAGEMENT                                                  

The Company's real estate operations, including all aspects of lease        
negotiations, are handled centrally by the real estate division of The          
Limited. Abercrombie & Fitch and The Limited intend to enter into an agreement  
pursuant to which The Limited would continue to provide such services to        
Abercrombie & Fitch on a basis consistent with past practices. The Limited      
will charge Abercrombie & Fitch for such services on a basis consistent with    
amounts charged by The Limited from time to time to its other businesses for    
comparable services. See "Relationship With The Limited--Services Agreement".   

Potential new stores, locations, expansions and relocations are identified  
by Abercrombie & Fitch and by The Limited's real estate division. In choosing   
new sites for retail stores, The Limited's real estate division provides        
financial details regarding the proposed lease arrangement to Abercrombie &     
Fitch, which then evaluates the net required investment and potential rates of  
return relative to the Company's established hurdle rates before the store is   
approved for construction. The actual construction of the store is managed by   
Limited Store Planning. Although the real estate division retains control over  
the allocation of space within a given mall among the various retail            
businesses of The Limited, including Abercrombie & Fitch, each individual       
business is entitled to reject any transaction negotiated by the real estate    
division of The Limited. See "Risk Factors--Potential Conflicts of Interest".   
Real estate decisions are based on a number of factors, including consistency   
with a given business image, sales and profit potential, the overall economic   
condition and demographic characteristics of the market, the identity of the    
other tenants in close proximity and the availability of acceptable lease       
terms.                                                                          

Although Abercrombie & Fitch's arrangement with The Limited may raise the   
potential for conflicts of interest, Abercrombie & Fitch's management believes  
the arrangement provides it with a significant competitive strength. Given The  
Limited's substantial size, Abercrombie & Fitch's management believes that The  
Limited is able to obtain lease terms and store sites on Abercrombie & Fitch's  
behalf that are more favorable than those that Abercrombie & Fitch could        
obtain on its own. Substantially all leases entered into by Abercrombie &       
Fitch are guaranteed by The Limited. Abercrombie & Fitch's management believes  
that its size and financial strength should allow it to enter into leases on    
attractive terms without guarantees from The Limited, and it is the intent of   
both The Limited and Abercrombie & Fitch that future Abercrombie & Fitch        
leases will not be guaranteed by The Limited.                                   

MERCHANDISE DISTRIBUTION                                                        

The Company's distribution operations are managed in a distribution center  
owned by The Limited and subleased to Abercrombie & Fitch. See "Relationship    
with The Limited--Sublease Agreement". The distribution center is located in    
Reynoldsburg, Ohio. Once received at the distribution center, merchandise is    
inspected, packed for delivery to the stores and forwarded to a central         
shipping facility operated by Limited Distribution Services ("LDS"), a          
subsidiary of The Limited, which also provides certain engineering services to  
the distribution center.                                                        

LDS also maintains a worldwide logistics network of agents and space        
availability arrangements to support the in-bound movement of merchandise into  
the distribution center. The out-bound shipping system consists of common       
carrier line haul routes connecting the distribution complex to a network of    
delivery agents. This system allows each store operated by the Company to       
receive several deliveries each week and daily during the peak holiday          
shopping season, which the Company believes is more frequent than the           
Company's smaller competitors. LDS does not own or operate trucks or trucking   
facilities. Abercrombie & Fitch and The Limited intend to enter into an         
agreement pursuant to which LDS would continue to provide such services to      
Abercrombie & Fitch on a basis consistent with past practices. The Limited      
will charge Abercrombie & Fitch for such services on a basis consistent with    
amounts charged by The Limited from time to time to its other businesses for    
comparable services. See "Relationship with The Limited--Services Agreement".   

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MANAGEMENT INFORMATION SYSTEMS                                                  

The Company's management information systems and electronic data processing 
systems consist of a full range of retail, financial, and merchandising         
systems, including credit, inventory distribution and control, sales            
reporting, accounts payable, merchandise reporting and distribution.            
Abercrombie & Fitch has an information system that is uniquely structured to    
the needs of its particular business. Certain of the equipment used in the      
management information systems is owned by The Limited. Abercrombie & Fitch     
and The Limited intend to enter into an agreement pursuant to which             
Abercrombie & Fitch would continue to use such equipment on a basis consistent  
with past practices. The Limited will charge Abercrombie & Fitch for such use   
on a basis consistent with amounts charged by The Limited from time to time to  
its other businesses for comparable services. See "Relationship with The        
Limited--Services Agreement".                                                   

Sales are updated daily in the merchandise reporting systems by polling     
sales information from each store's point-of-sale ("POS") terminals. The        
Company's POS system consists of registers providing price look-up, scanning    
of bar-coded tickets and credit authorization. Through automated nightly two-   
way electronic communication with each store, sales information, payroll hours  
and store initiated transfers are uploaded to the host system, and price        
changes are downloaded through the POS devices. The nightly communication with  
the stores also enables the Company to receive store transfer and physical      
inventory details and send electronic mail. The Company evaluates information   
obtained through daily reporting to implement merchandising decisions           
regarding markdowns and allocation of merchandise.                              

TRADEMARKS AND SERVICEMARKS                                                     

A subsidiary of the Company is the owner in the United States of the        
trademark Abercrombie & Fitch (the "Name Mark"). The Name Mark of the Company   
is registered in the United States Patent and Trademark Office. The term of     
this registration is ten years, and it is renewable for additional ten-year     
periods indefinitely, so long as the mark is still in use at the time of        
renewal. The Company's rights in its Name Mark are a significant part of the    
Company's business. The Company, therefore, intends to maintain its Name Mark   
and its registration. The Company is not aware of any claims of infringement    
or other challenges to the Company's right to register or use its Name Mark in  
the United States.                                                              

Another subsidiary is also the owner in the United States of trademarks and 
service marks used to identify its merchandise and services, other than its     
Name Mark (the "Merchandise Marks"). Many of the Merchandise Marks of the       
Company are registered in the United States Patent and Trademark Office. The    
Merchandise Marks are important to the Company, and, therefore, the Company     
intends to, directly or indirectly, maintain these marks and their              
registrations. However, the Company may choose not to renew a registration of   
one or more of its Merchandise Marks if it determines that the mark is no       
longer important to its business. The Company does not believe any material     
claims of infringement or other challenges to the Company's right to register   
or use its Merchandise Marks in the United States in a manner consistent with   
its current practices are pending.                                              

The Company also conducts business in foreign countries principally as a    
result of the fact that a substantial portion of its merchandise is             
manufactured outside the United States. The Company believes its subsidiaries   
own registrations of its Name Mark and Merchandise Marks in numerous foreign    
countries to the degree necessary to protect such marks, although there may be  
restrictions on the use of certain of Abercrombie & Fitch's marks in a limited  
number of foreign jurisdictions.                                                

The Company has not licensed any of its trademarks or service marks to any  
other entity, although, for so long as the Company remains a subsidiary of The  
Limited, The Limited will be entitled to use the Company's trademarks and       
service marks at no cost to The Limited in The Limited's annual report to       
shareholders and publicity materials and for other similar purposes.            

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COMPETITION                                                                     

All aspects of the Company's businesses are highly competitive. The Company 
competes primarily with department stores, mass merchandisers and other         
specialty retailers, including The Limited. See "Risk Factors--Potential        
Conflicts of Interest--Competition with The Limited". The Company believes      
that the principal bases upon which it competes are quality, fashion, service,  
selection and price.                                                            

The Company believes that it has significant competitive advantages because 
of high consumer recognition and acceptance of its brand name and its strong    
presence in the major shopping malls in the United States, its relationship     
with The Limited and the experience of its management team. Certain of the      
Company's competitors in selected product lines are larger and have greater     
financial, marketing and other resources than the Company, however, and there   
can be no assurance that the Company will be able to compete successfully with  
them in the future.                                                             

PROPERTIES                                                                      

The main offices of Abercrombie & Fitch are located in Reynoldsburg, Ohio.  
These headquarters are owned by The Limited and subleased to Abercrombie &      
Fitch. Abercrombie & Fitch also has a distribution center located in            
Reynoldsburg, Ohio which is owned by The Limited and subleased to Abercrombie   
& Fitch. Abercrombie & Fitch believes that its facilities are well maintained,  
in good operating condition and adequate for its current needs. See             
"Relationship with The Limited--Sublease Agreement".                            

As of August 21, 1996, Abercrombie & Fitch operated 109 stores, which are   
located primarily in shopping malls throughout the United States. Of these      
stores, 106 were leased directly from third parties (principally shopping mall  
developers) and three were leased from retail stores operated by other          
businesses of The Limited. See "Relationship with The Limited--Shared           
Facilities Agreement". The Company believes that, as approximately 95% of its   
stores are located in shopping malls, there are growth opportunities for        
expansion to free-standing locations.                                           

Leases with third parties are typically between 10 and 15 years in duration.
In most cases, the business unit pays an annual base rent plus a contingent     
rent based on the store's annual sales in excess of a specified threshold.      
Leases with other businesses of The Limited are on terms that represent the     
proportionate share of the base rent payable in accordance with the underlying  
lease plus the portion of any contingent rent payable in accordance with the    
underlying lease attributable to the performance of Abercrombie & Fitch. Many   
of the leases entered into by Abercrombie & Fitch are guaranteed by The         
Limited. Abercrombie & Fitch management believes that its size and financial    
strength should allow it to enter into leases on attractive terms without       
guarantees from The Limited, and it is the intent of both The Limited and       
Abercrombie & Fitch that future Abercrombie & Fitch leases will not be          
guaranteed by The Limited.                                                      

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 The map and store list below set forth the number of stores by state operated
by Abercrombie & Fitch in the United States and the cities in which Abercrombie 
& Fitch stores are located as of August 21, 1996:                               

[GRAPHIC OF MAP]  

ARIZONA--1         GEORGIA--5     MICHIGAN--5                                   
Scottsdale          Atlanta (4)    Ann Arbor     NEW MEXICO--1   OREGON--1    

                Savannah       Detroit (3)    Albuquerque     Portland
CALIFORNIA--7                                                                   
                  Grand Rapids  NEW YORK--10
 Los Angeles (2)   ILLINOIS--6                                    PENNSYLVANIA--
                                                     5

                                Albany (2)
Sacramento          Chicago (6)  MINNESOTA--2     Buffalo                     
                                                               Langhorne
San Diego                                                                     
                Minneapolis-   Manhasset
San Francisco (2) INDIANA--3       St. Paul (2)                   Philadelphia
           Evansville                                    (2)
                                       New York City (2)
San Mateo                                                                     
                                   Rochester (2)
                                                                Pittsburgh
                                                         (2)

Indianapolis (2)                      
                  MISSOURI--3      Staten Island
COLORADO--4                                                                     
                   Kansas City    White Plains
Boulder           KANSAS--2        St. Louis (2)                              

Denver (3)          Kansas City (2)                              TENNESSEE--2 

                                     NORTH CAROLINA--3
                                                               Knoxville

               NEBRASKA--1      Greensboro
CONNECTICUT--3     KENTUCKY--2      Omaha          Raleigh         Nashville    
Hartford            Lexington                                                 

                                   Winston-Salem
Milford             Louisville   NEVADA--1                       TEXAS--10    

                                                                Austin (2)
Stamford                                                                      
             Las Vegas     OHIO--4
                LOUISIANA--1                                    Dallas (3)

                                Cincinnati
                  New Orleans                                   Fort Worth
DISTRICT OF COLUMBIA--1           NEW HAMPSHIRE--1 Cleveland                    
                                                                 Houston (3)

MASSACHUSETTS--6 Salem          Columbus  
FLORIDA--3                                                         San Antonio  
Boston (5)                            
                            Dayton
Orlando             Holyoke      NEW JERSEY--4                                

                                                               VIRGINIA--4
Tampa                                                                         
                 Cherry Hill   OKLAHOMA--2
W. Palm Beach     MARYLAND--3      Edison         Oklahoma City   Arlington   
               Baltimore(2)   Freehold       Tulsa           Fairfax
              Towson         Short Hills                    Tysons
                                                            Corner

                                                              Virginia
                                                           Beach

                                                                 WASHINGTON--2
                                                                 Seattle (2)

                                                                WISCONSIN--1
                                                               Green Bay

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LITIGATION                                                                      

The Company is a defendant in lawsuits arising in the ordinary course of    
business. Although the amount of any liability that could arise with respect    
to any such lawsuit cannot be accurately predicted, in the opinion of           
management, the resolution of these matters is not expected to have a material  
adverse effect on the financial position or results of operations of the        
Company.                                                                        

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RELATIONSHIP WITH THE LIMITED 

Upon completion of the Offerings, The Limited will own 100% of the          
outstanding Class B Common Stock of Abercrombie & Fitch which will represent    
approximately 94.9% of the combined voting power of all of the outstanding      
Common Stock (or approximately 94.1% if the Underwriters' over-allotment        
options are exercised in full). For so long as The Limited continues to own     
shares of Common Stock representing more than 50% of the combined voting power  
of the Common Stock of Abercrombie & Fitch, The Limited will be able, among     
other things, to determine any corporate action requiring approval of holders   
of Common Stock representing a majority of the combined voting power of the     
Common Stock, including the election of the entire Board of Directors of        
Abercrombie & Fitch, without the consent of the other shareholders of           
Abercrombie & Fitch. Similarly, for so long as The Limited continues to own     
shares of Common Stock representing more than 75% of the combined voting power  
of the Common Stock of Abercrombie & Fitch, The Limited will be able, among     
other things, to determine any corporate action requiring approval of holders   
of Common Stock representing 75% of the combined voting power of the Common     
Stock, including certain amendments to Abercrombie & Fitch's Certificate of     
Incorporation and Bylaws and approval of certain mergers and other control      
transactions, without the consent of the other shareholders of Abercrombie &    
Fitch. Furthermore, for so long as The Limited holds 25% of the combined        
voting power of the Common Stock of Abercrombie & Fitch it will be able to      
block any corporate action requiring the approval of holders of Common Stock    
representing more than 75% of the combined voting power of the Common Stock.    
See "Description of Capital Stock". In addition, through its control of the     
Board of Directors and beneficial ownership of Common Stock, The Limited will   
be able to control certain decisions, including decisions with respect to       
Abercrombie & Fitch's dividend policy, Abercrombie & Fitch's access to capital  
(including borrowing from third-party lenders and the issuance of additional    
equity securities), mergers or other business combinations involving            
Abercrombie & Fitch, the acquisition or disposition of assets by Abercrombie &  
Fitch and any change in control of Abercrombie & Fitch. The Limited has         
advised Abercrombie & Fitch that its current intent is to continue to hold all  
of the Class B Common Stock beneficially owned by it. However, The Limited has  
no agreement with Abercrombie & Fitch not to sell or distribute such shares,    
and, other than pursuant to the Underwriting Agreement, in which The Limited    
will agree not to sell or otherwise dispose of any shares of Common Stock (or   
any security convertible into or exchangeable or exercisable for Common Stock)  
owned by it for a period of 180 days following the date of this Prospectus      
without the prior written consent of the Representatives of the Underwriters,   
subject to certain exceptions, there can be no assurance concerning the period  
of time during which The Limited will maintain its beneficial ownership of      
Common Stock. Beneficial ownership of at least 80% of the total voting power    
and value of the outstanding Common Stock is required in order for The Limited  
to continue to include Abercrombie & Fitch in its consolidated group for        
federal income tax purposes and ownership of at least 80% of the total voting   
power and 80% of each class of nonvoting capital stock is required in order     
for The Limited to be able to effect a Tax-Free Spin-Off of Abercrombie &       
Fitch. In the event The Limited's ownership decreases below 80%, all            
borrowings under the Credit Agreement must be repaid. See "Description of       
Certain Indebtedness--Credit Agreement".                                        

Abercrombie & Fitch's relationship with The Limited will also be governed by
agreements to be entered into in connection with the Offerings, including a     
services agreement, a corporate agreement, a shared facilities agreement and a  
tax-sharing agreement, the material terms of which are described below. It is   
anticipated that such agreements will be entered into concurrently with the     
consummation of the Offerings. With respect to matters covered by the services  
agreement, the relationship between The Limited and Abercrombie & Fitch is      
intended to continue in a manner generally consistent with past practices.      
BECAUSE ABERCROMBIE & FITCH IS A WHOLLY OWNED SUBSIDIARY OF THE LIMITED, NONE   
OF THESE ARRANGEMENTS WILL RESULT FROM ARM'S-LENGTH NEGOTIATIONS AND,           
THEREFORE, THE PRICES CHARGED TO THE COMPANY FOR SERVICES PROVIDED THEREUNDER   
MAY BE HIGHER OR LOWER THAN PRICES THAT MAY BE CHARGED BY THIRD PARTIES.        

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The descriptions set forth below are intended to be summaries and, while    
material terms of the agreements are set forth herein, the descriptions are     
qualified in their entirety by reference to the forms of the relevant           
agreement filed with the Registration Statement of which this Prospectus forms  
a part. Abercrombie & Fitch's Certificate of Incorporation also contains        
provisions relating to the allocation of business opportunities that may be     
suitable for either of The Limited or Abercrombie & Fitch and to the approval   
of transactions between Abercrombie & Fitch and The Limited.                    

For additional information concerning the above-mentioned provisions of     
Abercrombie & Fitch's Certificate of Incorporation and circumstances under      
which the Class A Common Stock and Class B Common Stock may be converted, see   
"Description of Capital Stock". For a description of certain intercompany       
debt, see "Description of Certain Indebtedness--Intercompany Debt".             

SERVICES AGREEMENT                                                              

The Company and The Limited intend to enter into an intercompany services   
and operating agreement (the "Services Agreement") with respect to services to  
be provided by The Limited (or subsidiaries of The Limited) to the Company.     
The Services Agreement will provide that such services will be provided in      
exchange for fees which (based on current costs for such services) management   
believes would not exceed fees that would be paid if such services were         
provided by an independent third party and which are consistent in all          
material respects with the allocation of the costs of such services set forth   
in the historical financial statements of Abercrombie & Fitch. See the          
Consolidated Financial Statements included elsewhere herein. Management's       
estimate of the net charge for services that would have been payable by the     
Company in 1995 if the Services Agreement had been in effect during that        
period is approximately $4.0 million, which is approximately the amount         
included in the 1995 Consolidated Financial Statements. Such fees will be paid  
monthly in arrears. The Company may request an expansion or termination of      
services, in which case the parties will discuss, without obligation, the       
provision or termination of such services and an appropriate change or          
reduction in charges for such services, provided, however, that Abercrombie &   
Fitch may not terminate a service if the termination of such service would      
adversely affect the cost to The Limited of providing such service to other     
businesses operated by The Limited. Services will be provided to Abercrombie &  
Fitch based on several billing methodologies. Pursuant to one of such billing   
methodologies, specified services will be provided to Abercrombie & Fitch at    
costs comparable to those charged to other businesses operated by The Limited   
from time to time, and Abercrombie & Fitch is obligated to purchase those       
services at the specified costs. The billing methodologies with respect to      
store design/planning and real estate services are based on a combination of    
new and remodeled store construction projects and open selling square feet,     
while the methodology with respect to import and shipping services is based on  
a percentage of cartons shipped. Aircraft costs will be billed based on usage.  
The billing methodology with respect to costs for services not specifically     
attributable to the Company will be based on a percentage of sales. In the      
event The Limited proposes changes in billing methodology which would result    
in a significant increase (being the greater of a 10% increase in costs or $1   
million) in costs for the affected services, the Company may terminate such     
services.                                                                       

The purpose of the Services Agreement is to ensure that The Limited         
continues to provide to Abercrombie & Fitch the range of services that The      
Limited provided to the Company prior to the Offerings. With respect to         
matters covered by the Services Agreement, the relationship between The         
Limited and Abercrombie & Fitch is intended to continue in a manner generally   
consistent with current practices. The services initially to be provided by     
The Limited to the Company include, among other things, certain accounting,     
aircraft, associate benefit plan administration, audit, cash management,        
corporate development, corporate secretary, governmental affairs, human         
resources and compensation, investor and public relations, legal, risk          
management, tax and treasury services. Pursuant to the Services Agreement, The  
Limited will also continue to perform the store design/planning, real estate    
and import and shipping services provided to Abercrombie & Fitch prior to the   
Offerings. See "Business--Central Store Planning", "--Central Real Estate       
Management" and "--Merchandise Distribution".                                   

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In addition to the identified services, The Limited intends to agree to     
continue coverage of the Company under The Limited's umbrella liability,        
property, casualty and fiduciary insurance policies. The Company intends to     
agree to reimburse The Limited for the portion of The Limited's premium cost    
with respect to such insurance that is attributable to coverage of the          
Company. Either The Limited or the Company may terminate such coverage under    
The Limited's policies at any time upon prior written notice during the 90      
days prior to the anniversary date of the policy; provided that termination of  
coverage by Abercrombie & Fitch may only be for nonpayment and only if a        
replacement policy, acceptable to The Limited, is entered into by Abercrombie   
& Fitch.                                                                        

Also, in addition to the identified services, The Limited intends to agree  
to allow eligible associates of the Company to participate in The Limited's     
associate benefit plans. In addition to a monthly services fee, under the       
Services Agreement, the Company intends to agree to reimburse The Limited for   
The Limited's costs (including any contributions and premium costs and          
including certain third-party expenses and allocations of certain personnel     
expenses of The Limited), generally in accordance with past practice, relating  
to participation by the Company's associates in any of The Limited's benefit    
plans.                                                                          

The Services Agreement will have an initial term of five years and will be  
renewed automatically thereafter for successive one-year terms unless either    
Abercrombie & Fitch or The Limited elects not to renew the Services Agreement.  
After the initial five-year term, the Services Agreement may be terminated at   
any time by either party upon six months' written notice. The Services          
Agreement will also provide that the Agreement will be subject to early         
termination by either Abercrombie & Fitch or The Limited upon six months'       
written notice if The Limited ceases to own shares of Common Stock              
representing more than 50% of the combined voting power of the Common Stock of  
Abercrombie & Fitch, whether as a result of a Tax-Free Spin-Off or otherwise.   

Pursuant to the Services Agreement, each party will agree to indemnify the  
other, except in certain limited circumstances, against liabilities that the    
other may incur that are caused by or arise in connection with such party's     
failure to fulfill its material obligations under the Services Agreement.       

SUBLEASE AGREEMENT                                                              

Abercrombie & Fitch has entered into a sublease agreement with an affiliate 
of The Limited (the "Sublease Agreement") pursuant to which such affiliate      
subleases to Abercrombie & Fitch the distribution center and headquarters       
office space currently used by Abercrombie & Fitch. The Sublease Agreement      
provides that the lessee will lease space at an average annual rental rate      
equal to $11.00 per square foot in the case of office space and $2.85 per       
square foot in the case of the distribution center, subject to adjustment       
based on the Consumer Price Index every third year. Abercrombie & Fitch's       
management believes that these rental rates are commensurate with market        
rates, although the Company did not seek bids from third parties. The net       
charge paid by the Company in 1995 under the Sublease Agreement was             
approximately $1.8 million, which is the amount included in the 1995            
Consolidated Financial Statements.                                              

The Sublease Agreement will have an initial term of fifteen years and will  
be renewed automatically thereafter for eight successive five-year terms        
unless either the lessor or the lessee (or sublessor or sublessee) elects not   
to renew the Sublease Agreement upon at least one year's notice.                

SHARED FACILITIES AGREEMENT                                                     

At August 21, 1996, three of the Company's stores were located in space     
leased by other businesses controlled by The Limited. The Company and the       
relevant businesses operated by The Limited intend to enter into shared         
facilities agreements (collectively, the "Shared Facilities Agreement")         
pursuant to which the Company will sublease such facilities from the relevant   
subsidiary of The Limited. Under the Shared Facilities Agreement, the Company   
will be responsible for its pro rata share (based on square feet occupied) of   
all costs and expenses (principally fixed rent) under the                       

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relevant lease plus the portion of any performance based rent attributable to   
the Company. This method of allocating such costs and expenses is consistent    
in all material respects with the allocation of such costs and expenses set     
forth in the historical financial statements of Abercrombie & Fitch. See the    
Consolidated Financial Statements included elsewhere herein. Management's       
estimate of the store lease and other occupancy costs charge that would have    
been payable by the Company in 1995 if the Shared Facilities Agreement had      
been in effect during that period is approximately $1.4 million.                

TAX-SHARING AGREEMENT                                                           

Abercrombie & Fitch is, and after the Offerings will continue to be,        
included in The Limited's federal consolidated income tax group and             
Abercrombie & Fitch's tax liability will be included in the consolidated        
federal income tax liability of The Limited and its subsidiaries. In certain    
circumstances, certain Abercrombie & Fitch subsidiaries may be included with    
certain subsidiaries of The Limited in combined, consolidated or unitary        
income tax groups for state and local tax purposes. Abercrombie & Fitch and     
The Limited intend to enter into a tax-sharing agreement (the "Tax-Sharing      
Agreement"). Pursuant to the Tax-Sharing Agreement, Abercrombie & Fitch and     
The Limited will make payments between them such that, with respect to any      
period, the amount of taxes to be paid by Abercrombie & Fitch, subject to       
certain adjustments, will be determined as though Abercrombie & Fitch were to   
file separate federal, state and local income tax returns (including, except    
as provided below, any amounts determined to be due as a result of a            
redetermination of the tax liability of The Limited arising from an audit or    
otherwise) as the common parent of an affiliated group of corporations filing   
combined, consolidated or unitary (as applicable) federal, state and local      
returns rather than a consolidated subsidiary of The Limited with respect to    
federal, state and local income taxes. Abercrombie & Fitch will be reimbursed,  
however, for tax attributes that it generates, such as net operating losses,    
if and when they are used on a consolidated basis.                              

In determining the amount of tax-sharing payments under the Tax-Sharing     
Agreement, The Limited will prepare for Abercrombie & Fitch pro forma returns   
with respect to federal and applicable state and local income taxes that        
reflect the same positions and elections used by The Limited in preparing the   
returns for The Limited's consolidated group and other applicable groups. The   
Limited will continue to have all the rights of a parent of a consolidated      
group (and similar rights provided for by applicable state and local law with   
respect to a parent of a combined, consolidated or unitary group), will be the  
sole and exclusive agent for Abercrombie & Fitch in any and all matters         
relating to the income, franchise and similar tax liabilities of Abercrombie &  
Fitch, will have sole and exclusive responsibility for the preparation and      
filing of consolidated federal and consolidated or combined state income tax    
returns (or amended returns), and will have the power, in its sole discretion,  
to contest or compromise any asserted tax adjustment or deficiency and to       
file, litigate or compromise any claim for refund on behalf of Abercrombie &    
Fitch. In addition, The Limited has agreed to undertake to provide the          
aforementioned services with respect to Abercrombie & Fitch's separate state    
and local returns and Abercrombie & Fitch's foreign returns. Under the Tax-     
Sharing Agreement, Abercrombie & Fitch will pay The Limited a fee intended to   
reimburse The Limited for all direct and indirect costs and expenses incurred   
with respect to Abercrombie & Fitch's share of the overall costs and expenses   
incurred by The Limited with respect to tax related services.                   

In general, the Company will be included in The Limited's consolidated group
for federal income tax purposes for so long as The Limited beneficially owns    
at least 80% of the total voting power and value of the outstanding Common      
Stock. Each member of a consolidated group is jointly and severally liable for  
the federal income tax liability of each other member of the consolidated       
group. Accordingly, although the Tax-Sharing Agreement allocates tax            
liabilities between Abercrombie & Fitch and The Limited, during the period in   
which the Company is included in The Limited's consolidated group, the Company  
could be liable in the event that any federal tax liability is incurred, but    
not discharged, by any other member of The Limited's consolidated group. See    
"Risk Factors--Control by The Limited".                                         

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CORPORATE AGREEMENT                                                             

The Company and The Limited intend to enter into a corporate agreement (the 
"Corporate Agreement") under which the Company will grant to The Limited a      
continuing option, transferable to any of its subsidiaries, to purchase, under  
certain circumstances, additional shares of Class B Common Stock or shares of   
nonvoting capital stock of the Company (the "Stock Option"). The Stock Option   
may be exercised by The Limited simultaneously with the issuance of any equity  
security of the Company (other than in the Offerings or upon the exercise of    
the Underwriters' over-allotment options), with respect to Class B Common       
Stock, only to the extent necessary to maintain its then-existing percentage    
of the total voting power and value of the Company and, with respect to shares  
of nonvoting capital stock, to the extent necessary to own 80% of each          
outstanding class of such stock. The purchase price of the shares of Class B    
Common Stock purchased upon any exercise of the Stock Option, subject to        
certain exceptions, will be based on the market price at which such stock may   
be purchased by third parties. The Stock Option expires in the event that The   
Limited reduces its beneficial ownership of Common Stock in the Company to      
Common Stock representing less than 60% of the number of outstanding shares of  
Common Stock. The Company does not intend to issue additional shares of Class   
B Common Stock except pursuant to the exercise of the Stock Option.             

The Corporate Agreement will further provide that, upon the request of The  
Limited, the Company will use its best efforts to effect the registration       
under the applicable federal and state securities laws of any of the shares of  
Class B Common Stock and nonvoting capital stock (and any other securities      
issued in respect of or in exchange for either) held by The Limited for sale    
in accordance with The Limited's intended method of disposition thereof, and    
will take such other actions necessary to permit the sale thereof in other      
jurisdictions, subject to certain limitations specified in the Corporate        
Agreement. The Limited will also have the right, which it may exercise at any   
time and from time to time, to include the shares of Class B Common Stock and   
nonvoting capital stock (and any other securities issued in respect of or in    
exchange for either) held by it in certain other registrations of common        
equity securities of the Company initiated by the Company on its own behalf or  
on behalf of its other shareholders. The Company will agree to pay all out-of-  
pocket costs and expenses in connection with each such registration that The    
Limited requests or in which The Limited participates. Subject to certain       
limitations specified in the Corporate Agreement, such registration rights      
will be assignable by The Limited and its assigns. The Corporate Agreement      
will contain indemnification and contribution provisions: (i) by The Limited    
and its permitted assigns for the benefit of the Company and related persons;   
and (ii) by the Company for the benefit of The Limited and the other persons    
entitled to effect registrations of Common Stock (and other securities)         
pursuant to its terms and related persons.                                      

For so long as The Limited maintains beneficial ownership of a majority of  
the number of outstanding shares of Common Stock, the Company may not take any  
action or enter into any commitment or agreement which may reasonably be        
anticipated to result, with or without notice and with or without lapse of      
time, or otherwise, in a contravention (or an event of default) by The Limited  
of: (i) any provision of applicable law or regulation, including but not        
limited to provisions pertaining to the Code or ERISA; (ii) any provision of    
The Limited's certificate of incorporation or bylaws; (iii) any credit          
agreement or other material instrument binding upon The Limited; or (iv) any    
judgment, order or decree of any governmental body, agency or court having      
jurisdiction over The Limited or any of its respective assets. Except for       
those provisions relating to corporate opportunities and limitations on         
liabilities, the requirements for approval of certain business combinations     
and other control transactions, as well as the capital structure of the two     
companies, the Certificates of Incorporation and Bylaws of The Limited and      
Abercrombie & Fitch are substantially similar. See "Description of Capital      
Stock--Certain Certificate of Incorporation and Bylaw Provisions". The          
Limited's certificate of incorporation and bylaws are filed as exhibits to the  
Registration Statement of which this Prospectus forms a part.                   

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MANAGEMENT  

The following table sets forth certain information concerning the executive 
officers of the Company, each of whom assumed their position with the Company   
on July 15, 1996:                                                               

                                                                [Download Table]

          NAME           AGE                       POSITION                       
          ----           ---                       --------                       
                                                                                  
Leslie H. Wexner........  59 Chairman of the Board                                
Kenneth B. Gilman.......  50 Vice Chairman of the Board                           
Michael S. Jeffries.....  52 President and Chief Executive Officer and Director   
Michele S. Donnan-Mar-    32 Vice President--General Merchandising Manager-Women's
 tin....................                                                          
Seth R. Johnson.........  42 Vice President--Chief Financial Officer              

Mr. Wexner has been President and Chief Executive Officer of The Limited    
since he founded The Limited in 1963 and Chairman of the Board for more than    
five years. Mr. Wexner has also been the Chairman of the Board and Chief        
Executive Officer of Intimate Brands since 1995. Mr. Wexner is also a director  
of Hollinger International, Inc. and Hollinger International Publishing, Inc.   

Mr. Gilman has been Vice Chairman and Chief Financial Officer of The Limited
since June 1993. For more than five years prior thereto, Mr. Gilman was         
Executive Vice President and Chief Financial Officer of The Limited. Mr.        
Gilman has also been the Vice Chairman of the Board of Intimate Brands since    
1995.                                                                           

Mr. Jeffries has been President and Chief Executive Officer of Abercrombie &
Fitch since February 1992. For one and one-half years prior thereto, Mr.        
Jeffries held the position of Executive Vice President--Merchandising for Paul  
Harris Stores, Inc. For five years prior thereto, Mr. Jeffries held the         
position of President and Chief Executive Officer of Alcott & Andrews.          

Ms. Donnan-Martin has been Vice President--General Merchandising Manager--  
Women's at Abercrombie & Fitch since February 1996. For three and one-half      
years prior thereto, Ms. Donnan-Martin held the position of Vice President      
Women's Merchandising at Abercrombie & Fitch. Prior to joining Abercrombie &    
Fitch in June 1992, she held the position of Divisional Merchandise Manager     
for J. Crew Group, Inc. for two years.                                          

Mr. Johnson has been Vice President--Chief Financial Officer of Abercrombie 
& Fitch since June 1992. Prior to 1992, Mr. Johnson held the position of        
Director, Financial Analysis from 1989 to 1992 for The Limited.                 

The following table sets forth certain information concerning the members of
the Board of Directors of Abercrombie & Fitch, who in addition to Mr. Wexner,   
Mr. Gilman and Mr. Jeffries, are:                                               

                                                                [Download Table]

                            NAME                              AGE POSITION
                            ----                              --- --------
                                                                          
E. Gordon Gee................................................  52 Director
Donald B. Shackelford........................................  64 Director
Roger D. Blackwell...........................................  56 Director

Dr. Gee has been President of The Ohio State University since September 1990
and was President of The University of Colorado for five years prior thereto.   
Dr. Gee is also a director of ASARCO, Inc., Intimate Brands, Inc. and Banc One  
Corporation.                                                                    

Mr. Shackelford has been Chairman of the Board of State Savings Bank, a     
banking business, for more than five years. Mr. Shackelford is also a director  
of Progressive Corporation, Intimate Brands, Inc. and Worthington Foods, Inc.   

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Dr. Blackwell has been a Professor of Marketing at The Ohio State University
for more than five years and is also President of Roger D. Blackwell            
Associates, Inc., a consulting firm in Columbus, Ohio. Dr. Blackwell is also a  
director of Worthington Foods, Inc., Checkpoint Systems, Inc., Intimate         
Brands, Inc., Cheryl & Co., Inc., Max & Erma's Restaurants, Inc. and The Flex-  
Funds.                                                                          

Messrs. Wexner, Gilman, Gee and Shackelford are also members of the Board of
Directors of The Limited and Intimate Brands. Dr. Blackwell is also a director  
of Intimate Brands. In addition to the foregoing directors, The Limited         
intends to cause the appointment as director of Abercrombie & Fitch of one      
additional director not associated with the Company or any of its affiliates    
(such individual, the "Additional Independent Director").                       

In light of its voting power in the Company, The Limited has the ability to 
change the size and composition of the Board of Directors.                      

Members of the Board of Directors are divided into three classes and serve  
staggered three-year terms. Of the current members of the Board of Directors,   
the term of Mr. Jeffries, Dr. Blackwell and Dr. Gee expires at the next annual  
meeting of shareholders (expected to occur in the second quarter of 1997), the  
term of Mr. Gilman and Mr. Shackelford expires at the annual meeting of         
shareholders to be held in 1998 and the term of Mr. Wexner and the Additional   
Independent Director expires at the annual meeting of shareholders to be held   
in 1999.                                                                        

The Board of Directors will have an audit committee consisting of Dr.       
Blackwell and the Additional Independent Director which will review the         
results and scope of the audit and other services provided by Abercrombie &     
Fitch's independent auditors. The Board of Directors of Abercrombie & Fitch     
also has a compensation committee consisting of Dr. Gee and Mr. Shackelford,    
who are also the members of the compensation committee of the Board of          
Directors of The Limited and Intimate Brands.                                   

COMPENSATION OF DIRECTORS                                                     

Directors who are not associates of the Company receive an annual retainer  
of $10,000 (increased by $1,500 for each committee chair held) plus a fee of    
$800 for each Board of Directors' meeting attended ($400 for a telephonic       
meeting) and, as committee members, receive $600 per committee meeting          
attended ($200 for each telephonic meeting). Each action in writing taken by    
the Board of Directors or any committee entitles each outside member to be      
paid $200. In addition, pursuant to the Abercrombie & Fitch 1996 Stock Plan     
for Non-Associate Directors (the "1996 Non- Associate Director Stock Plan")     
described below, each non-associate director will receive annual grants of      
options to acquire 2,000 shares of Class A Common Stock at an exercise price    
equal to the fair market value of the underlying shares on the date of grant.   
The annual retainer will be paid 50% in cash and 50% in Class A Common Stock    
pursuant to the 1996 Non-Associate Director Stock Plan described below.         
Associates and officers of the Company who are directors receive no additional  
compensation for services rendered as directors.                                

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EXECUTIVE COMPENSATION  

SUMMARY                                                                         

The information set forth below describes the components of the total       
compensation paid by The Limited during its last completed fiscal year (the     
last three completed fiscal years in the cases of Messrs. Wexner and Gilman)    
to Mr. Wexner, who is the Chairman of the Board of Abercrombie & Fitch, and     
Messrs. Gilman, Jeffries and Johnson and Ms. Donnan-Martin (the "named          
executive officers"). Prior to the named individuals becoming executive         
officers of Abercrombie & Fitch on July 15, 1996, such executive officers were  
associates of The Limited. Messrs. Wexner and Gilman will continue their        
employment with The Limited following the Offerings. It is expected that        
Messrs. Wexner and Gilman will receive no cash compensation from Abercrombie &  
Fitch, although they will be eligible for participation in the Abercrombie &    
Fitch 1996 Stock Option and Performance Incentive Plan (the "Stock Plan")       
discussed below. The annual base salary and annual bonus opportunity for        
Messrs. Wexner and Gilman in respect of their service with The Limited and its  
affiliates will continue to be determined by The Limited's compensation         
committee and will be paid by The Limited. The compensation set forth below     
was paid by The Limited to such individuals in respect of their employment      
with The Limited.                                                               

The principal components of each such named executive officer's cash        
compensation from The Limited have been the annual base salary and bonus as     
set forth in the Summary Compensation Table. The bonus amounts represent        
amounts that the compensation committee of the Board of Directors of The        
Limited approved for each named individual based on the performance of The      
Limited and Abercrombie & Fitch during 1995. The long-term compensation shown   
in the Summary Compensation Table was provided under The Limited's 1993 Stock   
Option and Performance Incentive Plan, which provides for various types of      
awards such as options to acquire common stock of The Limited and restricted    
common stock of The Limited. Messrs. Jeffries and Johnson and Ms. Donnan-       
Martin will continue to be eligible to participate in such plan following the   
Offerings. It is intended that substantially all the compensation to be paid    
to Messrs. Jeffries and Johnson and Ms. Donnan-Martin after the Offerings will  
be paid by the Company, not The Limited.                                        

Immediately following the Offerings, the annual base salaries and annual    
bonus opportunities of Messrs. Jeffries and Johnson and Ms. Donnan-Martin will  
be at the levels as was determined by the compensation committee of The         
Limited. Subsequently, the annual base salary and the annual bonus opportunity  
of Messrs. Jeffries and Johnson and Ms. Donnan-Martin will be determined by     
the compensation committee of the Company (the "Compensation Committee"). It    
is anticipated that the base salary paid by the Company to Messrs. Jeffries     
and Johnson and Ms. Donnan-Martin, and to all other executive officers          
compensated by the Company rather than The Limited, will initially be           
generally comparable to present levels of base salary received from The         
Limited, subject to such adjustments as may be determined in the normal course  
of business. In addition, in connection with the Offerings it is anticipated    
that the Company will adopt three compensation plans. Pursuant to the 1996      
Non-Associate Director Stock Plan, described more fully below, the Company      
will grant on the effective date of the Offerings and on the first business     
day of each fiscal year of the Company options to purchase 2,000 shares of      
Class A Common Stock to each non-associate director of the Company. Pursuant    
to the Abercrombie & Fitch Incentive Compensation Plan (the "Incentive Plan"),  
described more fully below, eligible associates of the Company will be          
eligible to receive cash bonuses based on attainment by the Company of certain  
performance goals.                                                              

All of the named executive officers will be eligible to participate in the  
Stock Plan and the Incentive Plan, pursuant to which it is anticipated that     
incentive compensation awards will be granted after the Offerings. Effective    
upon the consummation of the Offerings, it is expected that the Compensation    
Committee will grant certain executive officers options to purchase 15,000      
shares of the Company's Class A Common Stock under the Stock Plan with an       
exercise price equal to the initial public offering                             

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price set forth on the cover page of this Prospectus. In addition, it is        
anticipated that the Compensation Committee will grant, and in consideration    
for the cancellation of certain previously granted options to purchase shares   
of The Limited's common stock will offer to grant, to certain executive         
officers and to non-executive officer associates options to purchase an         
aggregate of up to 220,000 shares of the Company's Class A Common Stock under   
the Stock Plan with an exercise price equal to the initial public offering      
price set forth on the cover page of this Prospectus. These options would vest  
in annual increments of 25% commencing on various dates beginning with the      
first anniversary of the original grant date, other than the options offered    
to be granted to Mr. Jeffries composed of three approximately equal tranches    
which will vest generally in four equal annual installments commencing on the   
first, second and third anniversaries of February 9, 1996, respectively,        
subject in all cases to continued employment with the Company. See "--          
Abercrombie & Fitch 1996 Stock Option and Performance Incentive Plan".          

In addition, subject to the cancellation of the grants of restricted shares 
of The Limited's common stock made on March 1, 1994 and February 2, 1996 to     
certain executive officers, it is expected that such executive officers will    
be granted, effective upon the consummation of the Offerings, an aggregate of   
49,500 restricted shares of the Company's Class A Common Stock under the Stock  
Plan, which shares will vest on March 1, 1999 and February 2, 2001,             
respectively, subject to continued employment with the Company. See Note 3 to   
the Summary Compensation Table below and "--Abercrombie & Fitch 1996 Stock      
Option and Performance Incentive Plan". Effective upon the consummation of the  
Offerings, it is expected that the Compensation Committee will grant certain    
executive officers up to 5,500 restricted shares of the Company's Class A       
Common Stock, which will vest 100% on the fifth anniversary of such             
consummation, subject to continued employment with the Company.                 

The following table presents certain specific information regarding the     
compensation paid by The Limited for the periods indicated to Mr. Wexner, the   
Chairman of the Board of Abercrombie & Fitch, and to Messrs. Gilman, Jeffries   
and Johnson and Ms. Donnan-Martin who have become executive officers of         
Abercrombie & Fitch.                                                            

SUMMARY COMPENSATION TABLE  

                                                        [Enlarge/Download Table]

                                  ANNUAL COMPENSATION     LONG-TERM COMPENSATION                   
                                 ---------------------- ---------------------------                
                                                                         SECURITIES    ALL OTHER   
         NAME &                                         RESTRICTED STOCK UNDERLYING COMPENSATION($)
   PRINCIPAL POSITION    YEAR(1) SALARY($)  BONUS($)(2)  AWARD(S)($)(3)  OPTIONS(#)       (4)      
   ------------------    ------- ---------- ----------- ---------------- ---------- ---------------
                                                                                                   
Leslie H. Wexner(5).....  1995   $1,150,000  $768,315            --       100,000      $148,436    
Chairman of the Board     1994    1,150,000   832,370        556,562       50,000       149,066    
                          1993    1,150,000   660,100      2,150,000            0       147,836    
Kenneth B. Gilman(5)....  1995      941,935   449,620            --        25,000       190,772    
Vice Chairman of the                                                                               
 Board                    1994      896,144   473,760        278,281       25,000       185,736    
                          1993      796,154   390,320      1,075,000          --        157,926    
Michael S. Jeffries.....  1995      491,700   426,300        159,393       12,000       104,772    
President and Chief                                                                                
Executive Officer                                                                                  
Michele S. Donnan-                                                                                 
 Martin.................  1995      217,510   107,184         76,816        5,000        36,051    
Vice President--General                                                                            
Merchandising Manager-                                                                             
Women's                                                                                            
Seth R. Johnson.........  1995      198,340    97,440         26,566        5,000        39,854    
Vice President--Chief                                                                              
Financial Officer                                                                                  

--------                                                                        
(1) Under rules promulgated by the Commission, since the Company was not a      
reporting company during the three immediately preceding fiscal years,  
  only the information with respect to the most recent completed fiscal year
is noted in the Summary Compensation Table except for such information  
that was previously required to be filed with the Commission.           

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(2) Represents, for each fiscal year, the aggregate of the performance-based    
cash incentive compensation paid for the Spring and Fall selling seasons
occurring in that fiscal year.                                          
(3) On February 1, 1996, 9,516, 1,586 and 1,586, restricted common stock        
performance awards of The Limited were made to executive officers       
 Jeffries, Donnan-Martin and Johnson, respectively. The per share value of
  the common stock of The Limited on such date was $16.75. These awards vest
10% on February 1, 1996, an additional 20% on February 1, 1997, an      
additional 30% on February 1, 1998, and the remaining 40% on February 1,
1999, in each case subject to the holder's continued employment with The
 Limited. On February 2, 1996, 3,000 restricted shares of The Limited were
awarded to Ms. Donnan-Martin. The per share value of the common stock of
The Limited on such date was $16.75. This award vests 100% on the fifth 
anniversary of the award, subject to continued employment with The      
Limited. As of February 2, 1996, the aggregate restricted stock holdings
  in The Limited stock and the market value of such holdings for each of the
  named executive officers were: Mr. Wexner, 132,500 shares, $2,219,375; Mr.
  Gilman 66,250 shares; $1,109,688; Mr. Jeffries, 61,516 shares, $1,030,393;
Ms. Donnan-Martin, 6,586 shares, $110,316; Mr. Johnson, 3,586 shares,   
$60,066 (based on the $16.75 fair market value of The Limited's common  
stock on such date).                                                    
(4) Represents, for each named executive officer, the amount of employer        
  matching and supplemental contributions allocated to his/her account under
 certain qualified and non-qualified defined contribution plans maintained
by The Limited during the calendar year in which the 1995 fiscal year   
 commenced. It is anticipated that after the Offerings the named executive
officers will continue to participate in such plans.                    
(5) Messrs. Wexner and Gilman are also employed by The Limited and received no  
direct cash compensation from the Company. The annual base salary and   
  annual bonus opportunity for Messrs. Wexner and Gilman in respect of their
service with The Limited and its affiliates was determined by The       
Limited's Compensation Committee and was paid by The Limited.           

The following table sets forth certain information regarding options to     
acquire common stock of The Limited granted to the named executive officers     
during the 1995 fiscal year of The Limited.                                     

OPTION GRANTS IN FISCAL YEAR 1995 INDIVIDUAL GRANTS 

                                                        [Enlarge/Download Table]

                                                                     POTENTIAL REALIZABLE VALUE AT 
                       SECURITIES      % OF                             ASSUMED ANNUAL RATES OF    
                       UNDERLYING TOTAL OPTIONS                        STOCK PRICE APPRECIATION    
                        OPTIONS     GRANTED TO   EXERCISE                 FOR OPTION TERM(3)       
                        GRANTED    EMPLOYEES IN   PRICE   EXPIRATION ------------------------------
        NAME             (#)(1)   FISCAL YEAR(2)  ($/SH)     DATE       5.0%($)        10.0%($)    
        ----           ---------- -------------- -------- ---------- -------------- ---------------
                                                                                                   
Leslie H. Wexner......  100,000        4.69%      $17.50    3/1/05   $    1,100,565 $    2,789,049 
Kenneth B. Gilman.....    5,714        0.27%       17.50   2/27/05           62,886        159,366 
                         19,286        0.90%       17.50    3/1/05          212,255        537,896 
Michael S. Jeffries...    5,800        0.27%       17.50   2/27/05           63,945        161,385 
                          6,200        0.29%       17.50    3/1/05           68,355        172,515 
Michele S. Donnan-                                                                                 
 Martin...............    4,282        0.20%       17.50   2/27/05           47,209        119,147 
                            718        0.03%       17.50    3/1/05            7,916         19,978 
Seth R. Johnson.......    4,742        0.22%       17.50   2/27/05           52,281        131,946 
                            258        0.01%       17.50    3/1/05            2,844          7,179 

--------                                                                        
(1) All options granted relate to shares of common stock of The Limited.        
(2) All options listed were granted to the named executive officers pursuant    
to The Limited's 1993 Stock Option and Performance Incentive Plan. All  
such options become exercisable in four equal                           

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annual portions commencing on the first anniversary of the grant date. The
table above indicates that each named executive officer, other than Mr.   
Wexner, received two such stock option grants during 1995. One grant      
represents options intended to qualify as "incentive stock options" within
the meaning of Section 422 of the Code and the other represents non-      
qualifying stock options. All such stock option grants were made on the   
same day, February 28, 1995.                                              
(3) The assumed rates of growth are prescribed by the Commission for            
illustrative purposes only and are not intended to predict or forecast  
future stock prices.                                                    

The following table provides information relating to the number and value of
shares of common stock of The Limited subject to options held by the named      
executive officers as of February 2, 1996.                                      

AGGREGATED OPTION EXERCISES IN 1995 FISCAL YEAR AND FISCAL YEAR-END OPTION  
VALUES  

                                                        [Enlarge/Download Table]

                                                     NUMBER OF SECURITIES      VALUE OF UNEXERCISED,  
                                                    UNDERLYING UNEXERCISED     IN-THE-MONEY OPTIONS   
                            SHARES                   OPTIONS AT FY-END (#)     HELD AT FY-END ($)(1)  
                         ACQUIRED ON     VALUE     ------------------------- -------------------------
          NAME           EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
          ----           ------------ ------------ ----------- ------------- ----------- -------------
                                                                                                      
Leslie H. Wexner........     --           --          12,500      137,500          --         --      
Kenneth B. Gilman.......     --           --         200,000       68,750     $376,562        --      
Michael S. Jeffries.....     --           --          27,750       33,250          --         --      
Michele S. Donnan-Mar-                                                                                
 tin....................     --           --          10,500       12,500          --         --      
Seth R. Johnson.........     --           --          20,750       14,250       29,250        --      

--------                                                                        
(1) Calculated on the basis of the number of shares of common stock of The      
  Limited subject to each such option multiplied by the excess of the $16.75
  fair market value of a share of The Limited's common stock at fiscal year-
end over the per share exercise price of such option.                   

LONG-TERM INCENTIVE PLANS--AWARDS IN FISCAL YEAR 1995                           

No awards were granted in respect of the 1995 fiscal year to the named      
executive officers other than the restricted stock performance awards granted   
in The Limited, Inc. stock on February 1, 1996 to corporate officers Jeffries,  
Donnan-Martin and Johnson, as disclosed in the Summary Compensation Table.      

ABERCROMBIE & FITCH INCENTIVE COMPENSATION PLAN                                 

It is anticipated that, prior to the consummation of the Offerings, the     
Company's Board of Directors will adopt, and The Limited, as the Company's      
sole shareholder, will approve, effective on the consummation of the            
Offerings, the Incentive Plan. The Incentive Plan is intended to satisfy the    
applicable provisions of Section 162(m) of the Code. Under the Incentive Plan,  
approximately 30 key executives of the Company, other than Messrs. Wexner and   
Gilman, with significant operating and financial responsibility are eligible    
to earn seasonal cash incentive compensation payments that are paid twice each  
year.                                                                           

Prior to the beginning of each spring and fall selling season, operating    
income and/or gross margin and/or sales objectives may be established by the    
Compensation Committee of the Company. Any objectives set would expect a        
stretch performance level, and be based on an analysis of historical            
performance and growth expectations for the business, financial results of      
other comparable businesses, and progress towards achieving the long-range      
strategic plan for the business. These objectives and determination of results  
are based entirely on financial measures, and discretion may not be used to     
modify award results.                                                           

Annual incentive compensation targets established for eligible executives   
will range from 10% to 110% of base salary, as established by the Company's     
pay guidelines. Executives earn their target                                    

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incentive compensation if the business achieves the established operating       
income and/or gross margin and/or sales objectives. The target incentive        
compensation percentage for each executive is based on the level and            
functional responsibility of his or her position and competitive practices, in  
that order of priority. For the named executive officers, annual incentive      
compensation targets can range from 40% to 110% of base salary. The amount of   
incentive compensation paid to executives can range from zero to double their   
targets, based upon the extent to which operating income and/or gross margin    
and/or sales objectives are achieved. The minimum level at which an executive   
would earn any incentive payment, and the level at which an executive would     
earn the maximum incentive payment of double the target, are established by     
the Compensation Committee of the Company prior to the commencement of each     
bonus period, and actual payouts are based on a straight-line interpolation     
based on these minimum and maximum levels and the target operating income       
objectives.                                                                     

The maximum dollar amount to be paid for any year under the Incentive Plan  
to each participant may not exceed $2 million.                                  

ABERCROMBIE & FITCH 1996 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN            

It is anticipated that, prior to the consummation of the Offerings, the     
Company's Board of Directors will adopt, and The Limited, as the Company's      
sole shareholder, will approve, effective on the consummation of the            
Offerings, the Stock Plan.                                                      

PURPOSE OF PLAN                                                               

The purpose of the Stock Plan is to attract and retain the best available   
executive and key management associates for the Company and its subsidiaries    
and to encourage the highest level of performance by such associates, thereby   
enhancing the value of the Company for the benefit of its shareholders. The     
Stock Plan is also intended to motivate executive and key management            
associates to contribute to the Company's future growth and profitability and   
to reward their performance in a manner that provides them with a means to      
increase their holdings of the Class A Common Stock of the Company and aligns   
their interests with the interests of the shareholders of the Company.          

ADMINISTRATION OF THE STOCK PLAN                                              

The Stock Plan will be administered by a committee of two or more members of
the Company's Board of Directors (the "Plan Committee"). The Plan Committee     
will be composed of directors who qualify as "non-employee directors" within    
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as         
amended (the "Exchange Act") and as "outside directors" within the meaning of   
Section 162(m) of the Code. The Plan Committee has the power in its discretion  
to grant awards under the Stock Plan, to determine the terms thereof, to        
interpret the provisions of the Stock Plan and to take such action as it deems  
necessary or advisable for the administration of the Stock Plan.                

NUMBER OF AUTHORIZED SHARES                                                   

The Stock Plan provides for awards with respect to a maximum of 3,500,000   
shares of Class A Common Stock, including any tax offset payments awarded at    
the discretion of the Plan Committee, to associates of the Company and its      
subsidiaries and to associates of The Limited and its subsidiaries during the   
term of the Stock Plan. The number and class of shares available under the      
Stock Plan and/or subject to outstanding awards may be adjusted by the Plan     
Committee to prevent dilution or enlargement of rights in the event of various  
changes in the capitalization of the Company.                                   

ELIGIBILITY AND PARTICIPATION                                                 

Eligibility to participate in the Stock Plan is limited to the named        
executive officers and full-time executive and key management associates of     
the Company and its subsidiaries and to associates of The Limited and its       
subsidiaries who are selected by the Plan Committee. Currently, approximately   
500 associates of the Company and its subsidiaries, and approximately 250       
associates of The Limited, are                                                  

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within the classes eligible to participate in the Stock Plan. The Company       
anticipates that approximately 20% of those eligible associates will            
participate in the Stock Plan. Participation in the Stock Plan is at the        
discretion of the Plan Committee and shall be based upon the associate's        
present and potential contributions to the success of the Company and its       
subsidiaries and such other factors as the Plan Committee deems relevant. No    
associate may be granted in any calendar year awards covering more than         
400,000 shares of Class A Common Stock.                                         

TYPE OF AWARDS UNDER THE STOCK PLAN                                           

The Stock Plan provides that the Plan Committee may grant awards to eligible
associates in any of the following forms, subject to such terms, conditions     
and provisions as the Plan Committee may determine to be necessary or           
desirable: (i) incentive stock options; (ii) nonstatutory stock options;        
(iii) stock appreciation rights; (iv) restricted shares; (v) performance        
shares; (vi) performance units; (vii) shares of unrestricted Class A Common     
Stock; and (viii) tax offset payments.                                          

TERM OF STOCK PLAN                                                            

Unless earlier terminated by the Company's Board of Directors, the Stock    
Plan will terminate on the tenth anniversary of the earlier of the adoption of  
the Stock Plan by the Company's Board of Directors or the date of the           
consummation of the Offerings.                                                  

AMENDMENT AND TERMINATION                                                     

The Company's Board of Directors may suspend, amend, modify or terminate the
Stock Plan.                                                                     

ABERCROMBIE & FITCH 1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS                 

It is anticipated that, prior to the consummation of the Offerings, the     
Company's Board of Directors will adopt and The Limited, as the Company's sole  
shareholder will approve, effective on the consummation of the Offerings, the   
1996 Non-Associate Director Stock Plan. The following is a summary of the       
material terms of the 1996 Non-Associate Director Stock Plan, a copy of which   
is filed as an exhibit to the registration statement of which this Prospectus   
is a part. The following summary does not purport to be complete and is         
qualified in its entirety by the terms of the 1996 Non-Associate Director       
Stock Plan.                                                                     

PURPOSE OF PLAN                                                               

The purpose of the 1996 Non-Associate Director Stock Plan is to promote the 
interests of the Company and its shareholders by increasing the proprietary     
interest of non-associate directors in the growth and performance of the        
Company.                                                                        

ELIGIBILITY                                                                   

The 1996 Non-Associate Director Stock Plan provides for awards of           
nonqualified options to directors of the Company who are not associates of the  
Company or its affiliates ("Eligible Directors").                               

TYPES OF AWARDS                                                               

Pursuant to the 1996 Non-Associate Director Stock Plan, on the effective    
date of the Offerings each Eligible Director will be granted an option to       
purchase 2,000 shares of Class A Common Stock at the price at which such        
shares are offered to the public. Subsequently, on the first business day of    
each fiscal year of the Company, commencing following the Offerings, each       
Eligible Director will be granted an option to purchase 2,000 shares of Class   
A Common Stock as of the first business day of such fiscal year at a per share  
exercise price equal to the fair market value of a share of Class A Common      
Stock on such date. Each option will: (i) vest in annual 25% increments         
commencing on the first anniversary of the grant date; and (ii) expire on the   
earlier of the tenth anniversary of the date of                                 

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grant and one year from the date on which an optionee ceases to be an Eligible  
Director. The exercise price per share of Class A Common Stock shall be 100%    
of the fair market value per share on the date the option is granted. The       
exercise price of options must be satisfied in cash.                            

In addition, the 1996 Non-Associate Director Stock Plan provides that each  
Eligible Director will receive 50% of such Eligible Director's annual retainer  
in unrestricted shares of Class A Common Stock, valued as of the last business  
day of each fiscal quarter commencing hereafter.                                

NUMBER OF AUTHORIZED SHARES                                                   

The maximum number of shares of Class A Common Stock in respect of which    
options may be granted and shares awarded in lieu of 50% of the annual          
retainer under the 1996 Non-Associate Director Stock Plan is 100,000. Shares    
of Class A Common Stock subject to options that are forfeited, terminated or    
canceled will again be available for awards. The shares of Class A Common       
Stock to be delivered under the 1996 Non-Associate Director Stock Plan will be  
made available from the authorized but unissued shares of Class A Common Stock  
or from treasury shares. The number and class of shares available under the     
1996 Non-Associate Director Stock Plan and/or subject to outstanding options    
may be adjusted by the Board of Directors to prevent dilution or enlargement    
of rights in the event of various changes in the capitalization of the          
Company.                                                                        

ADMINISTRATION                                                                

The 1996 Non-Associate Director Stock Plan will be administered by the Board
of Directors. Subject to the provisions of the 1996 Non-Associate Director      
Stock Plan, the Board shall be authorized to interpret the 1996 Non-Associate   
Director Stock Plan, to establish, amend, and rescind any rules and             
regulations relating to it and to make all other determinations necessary or    
advisable for its administration; provided, however, that the Board shall have  
no discretion with respect to the selection of directors to receive options,    
the number of shares of Class A Common Stock subject to any such options, the   
purchase price thereunder or the timing or term of grants of options. The       
determinations of the Board in the administration of the 1996 Non-Associate     
Director Stock Plan, as described herein, shall be final and conclusive. The    
Secretary of the Company shall be authorized to implement the 1996 Non-         
Associate Director Stock Plan in accordance with its terms and to take such     
actions of a ministerial nature as shall be necessary to effectuate the intent  
and purposes thereof. The validity, construction and effect of the 1996 Non-    
Associate Director Stock Plan and any rules and regulations relating to it      
shall be determined in accordance with the laws of the State of Delaware.       

TRANSFERABILITY                                                               

The options granted under the 1996 Non-Associate Director Stock Plan may not
be assigned or transferred, except by will or the laws of descent and           
distribution or pursuant to a qualified domestic relations order.               

Shares issued under the 1996 Non-Associate Director Stock Plan in respect of
50% of the annual retainer may be assigned or transferred.                      

TERM OF PLAN                                                                  

No option may be granted under the 1996 Non-Associate Director Stock Plan   
after the tenth annual meeting of the Company's shareholders following the      
consummation of the Offerings.                                                  

AMENDMENTS                                                                    

The 1996 Non-Associate Director Stock Plan may be amended by the Company's  
Board of Directors, as it shall deem advisable or to conform to any change in   
any law or regulation applicable thereto; provided, that the Company's Board    
of Directors may not, except in the limited circumstances                       

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described above, without the authorization and approval of shareholders: (i)    
increase the number of shares of Class A Common Stock which may be purchased    
pursuant to options, either individually or in the aggregate; (ii) change the   
requirement that option grants be priced at fair market value; (iii) modify in  
any respect the class of individuals who constitute Eligible Directors; or      
(iv) materially increase benefits thereunder. The provisions governing          
eligibility, the grant, terms and conditions of the options and the award of    
shares of Class A Common Stock in respect of the annual retainer and, for       
purposes of the 1996 Non-Associate Director Stock Plan, the amount of the       
annual retainer, may not be amended more often than once every six months,      
other than to comport with changes in the Code, ERISA or the rules under        
either such statute.                                                            

AWARDS UNDER THE PLAN                                                         

The following table sets forth amounts to be paid to the Non-Associate      
Director group in 1996 under the 1996 Non-Associate Director Stock Plan.        

1996 NON-ASSOCIATE DIRECTOR STOCK PLAN BENEFITS TABLE 

                                                                [Download Table]

              NAME AND POSITION                DOLLAR VALUE($) NUMBER OF UNITS
              -----------------                --------------- ---------------
                                                                              
Non-Associate Director Group (assuming four                                   
 non-associate directors).....................    $20,000(1)       8,000(2)   

--------                                                                        
(1) Consists of unrestricted shares of the Company's Class A Common Stock to    
be issued in respect of 50% of each such director's annual retainer,    
valued as of the date such retainer is paid.                            
(2) Consists of options to purchase shares of the Company's Class A Common      
Stock at an exercise price equal to the fair market value on the date of
grant. Each such option will vest in 25% increments commencing on the   
first anniversary of the date of grant.                                 

FEDERAL INCOME TAX CONSEQUENCES.                                              

There are no federal income consequences to an Eligible Director or to the  
Company upon the grant of an option to an Eligible Director under the 1996      
Non-Associate Director Stock Plan.                                              

Eligible Directors, all of whom are subject to Section 16 of the Exchange   
Act, who receive shares of Class A Common Stock either by reason of the         
exercise of an option under the 1996 Non-Associate Director Stock Plan or in    
respect of 50% of the annual retainer will not recognize ordinary income at     
that time unless (i) an election is made by such Eligible Director under        
Section 83(b) of the Code or (ii) the sale of such shares by such optionee at   
a profit is no longer subject to Section 16(b) of the Exchange Act. Such        
Eligible Director will instead recognize ordinary income equal to the fair      
market value of such shares received (less the exercise price paid for the      
shares, if any) on the first day that such a sale is no longer subject to       
Section 16(b) of the Exchange Act, and the Company will generally be entitled   
to a deduction of an equal amount for federal income tax purposes at that       
time, provided that, applicable tax withholding requirements are satisfied.     

In the alternative, such Eligible Director may elect under Section 83(b) of 
the Code, within 30 days of the transfer of such shares to the Eligible         
Director, to recognize income as summarized below at the time of receipt of     
such shares. In the case of an option exercise, the amount so recognized will   
be taxed as ordinary income to the Eligible Director in an amount the           
difference between the option price and any higher fair market value of the     
shares of Class A Common Stock, generally on the date of exercise, and the      
Company will generally be entitled to a deduction of an equal amount for        
federal income tax purposes at that time, provided that applicable tax          
withholding requirements are satisfied. In the case of shares transferred to    
an Eligible Director in respect of 50% of the annual retainer, the amount so    
recognized will be taxed as ordinary income at the time of receipt in an        
amount equal to the difference between the price paid, if any, for such shares  
and any higher fair market value of such                                        

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shares on the date of receipt, and the Company will generally be entitled to a  
deduction of an equal amount for federal income tax purposes at that time,      
provided that applicable tax withholding requirements are satisfied.            

Any gain or loss realized by an Eligible Director on disposition of the     
Class A Common Stock so acquired generally will be taxed as capital gain or     
loss to such optionee, long-term or short-term depending on the holding         
period, and will not result in any additional tax consequences to the Company.  
The Eligible Director's basis in the shares for determining gain or loss on     
the disposition will generally be the fair market value of such shares          
determined under either of the procedures set forth above.                      

PRINCIPAL SHAREHOLDER 

All of the 43,000,000 shares of Class B Common Stock outstanding prior to   
the completion of the Offerings are beneficially owned by The Limited. Upon     
consummation of the Offerings, The Limited will beneficially own 100% of the    
Class B Common Stock and, accordingly, will own Common Stock representing       
approximately 86.0% of the economic interest in the Company (84.2% if the       
Underwriters' over-allotment options are exercised in full) and representing    
approximately 94.9% of the combined voting power of the Company's outstanding   
Common Stock (or 94.1% if the Underwriters' over-allotment options are          
exercised in full). As of March 18, 1996 Leslie H. Wexner, Chairman of the      
Company and Chairman of the Board, Chief Executive Officer and President of     
The Limited, beneficially owned approximately 25.2% of the outstanding common   
stock of The Limited. The address of The Limited is Three Limited Parkway,      
Columbus, Ohio 43230.                                                           

SHARES ELIGIBLE FOR FUTURE SALE 

Upon completion of the Offerings, the Company will have 7,000,000 shares of 
Class A Common Stock issued and outstanding (8,050,000 if the Underwriters'     
over-allotment options are exercised in full) and 43,000,000 shares of Class B  
Common Stock issued and outstanding. All of the shares of Class A Common Stock  
to be sold in the Offerings will be freely transferable and tradeable without   
restrictions under the Securities Act, except for any shares purchased by an    
"affiliate" of the Company (as that term is defined in Rule 144 adopted under   
the Securities Act ("Rule 144")), which will be subject to the resale           
limitations of Rule 144. All of the outstanding shares of Class B Common Stock  
are owned by The Limited and have not been registered under the Securities Act  
and may not be sold in the absence of an effective registration statement       
under the Securities Act other than in accordance with Rule 144 or another      
exemption from registration. The Limited has certain rights to require the      
Company to effect registration of shares of Class B Common Stock owned by The   
Limited, which rights may be assigned. See "Relationship with The Limited--     
Corporate Agreement".                                                           

In general, under Rule 144 as currently in effect, a person (including an   
affiliate) who beneficially owns shares that are "restricted securities" as to  
which at least two years have elapsed since the later of the date of            
acquisition of such securities from the issuer or from an affiliate of the      
issuer, and any affiliate who owns shares that are not "restricted              
securities", is entitled to sell within any three-month period, a number of     
shares that does not exceed (together with the sales by other persons required  
to be aggregated) the greater of one percent of the total number of             
outstanding shares of the class of stock being sold or the average weekly       
reported trading volume of the class of stock being sold during the four        
calendar weeks preceding the filing of the required notice of such sale. A      
person (or persons whose shares are aggregated) who is not deemed an            
"affiliate" of the Company and who has beneficially owned restricted            
securities as to which at least three years have elapsed since the later of     
the date of the acquisition of such securities from the issuer or from an       
affiliate of the issuer is entitled to sell such shares without regard to the   
volume limitations described above. As defined in Rule 144,                     

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an "affiliate" of an issuer is a person that directly or indirectly through     
the use of one or more intermediaries controls, is controlled by, or is under   
common control with, such issuer. The Commission has proposed reducing the      
periods of beneficial ownership of "restricted securities" required by Rule     
144. Under the proposal, persons who have beneficially owned restricted         
securities for at least one year, instead of two years as currently required,   
would be able to resell such securities by complying with the volume            
limitations described above. In the case of a person who is not deemed to be    
an affiliate of the Company during the preceding three months, the proposal     
would permit sales without regard to the limitations described above as long    
as at least two years have elapsed since the later of the date of the           
acquisition of such securities from the issuer or from an affiliate of the      
issuer, instead of three years as currently required. There can be no           
assurance that the proposed revisions to Rule 144 will be adopted by the        
Commission.                                                                     

Rule 144A under the Securities Act ("Rule 144A") provides a non-exclusive   
safe harbor exemption from the registration requirements of the Securities Act  
for specified resales of restricted securities to certain institutional         
investors. In general, Rule 144A allows unregistered resales of restricted      
securities to a "qualified institutional buyer", which generally includes an    
entity, acting for its own account or for the account of other qualified        
institutional buyers, that in the aggregate owns or invests at least $100       
million in securities of unaffiliated issuers. Rule 144A does not extend an     
exemption to the offer or sale of securities that, when issued, were of the     
same class as securities listed on a national securities exchange or quoted on  
an automated quotation system.                                                  

Prior to the Offerings, there has been no market for the Class A Common     
Stock. No predictions can be made of the effect, if any, that market sales of   
currently outstanding shares of Class B Common Stock or the availability of     
such shares for sale will have on the market price of Class A Common Stock      
prevailing from time to time. Nevertheless, sales of substantial amounts of     
Class B Common Stock in the public market, or the perception that such sales    
could occur, could adversely affect prevailing market prices for Class A        
Common Stock. Although The Limited in the future may effect or direct sales or  
other dispositions of Common Stock that would reduce its beneficial ownership   
interest in the Company, The Limited has advised the Company that its current   
intention is to continue to hold all of the Class B Common Stock beneficially   
owned by it immediately after the completion of the Offerings. However, The     
Limited has no agreement with the Company not to sell or distribute such        
shares and, other than pursuant to the Underwriting Agreement described below,  
there can be no assurance concerning the period of time during which The        
Limited will maintain its beneficial ownership of Common Stock. Beneficial      
ownership of at least 80% of the total voting power and value of the            
outstanding Common Stock is required in order for The Limited to continue to    
include the Company in its consolidated group for federal tax purposes and      
ownership of at least 80% of the total voting power and 80% of each class of    
nonvoting capital stock is required in order for The Limited to be able to      
effect a Tax-Free Spin-Off of the Company. The Limited has indicated to the     
Company that any decision by The Limited to reduce such beneficial ownership    
interest would be made in the future on the basis of all of the circumstances   
existing at such time, including the effect of any such reduction on The        
Limited (including any benefit to The Limited from the removal from The         
Limited's consolidated balance sheet of the Company's indebtedness (and         
assets) in the event The Limited's interest in the Common Stock is reduced      
below 50%), the needs of The Limited, the performance of The Limited, stock     
market conditions and other factors. In connection with the Offerings, subject  
to certain exceptions, the Company and The Limited will agree with the          
Underwriters not to sell or otherwise dispose of, directly or indirectly, any   
shares of Common Stock (or any security convertible into or exchangeable or     
exercisable for Common Stock) for a period of 180 days after the date of this   
Prospectus without the prior written consent of the Representatives of the      
Underwriters.                                                                   

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DESCRIPTION OF CAPITAL STOCK  

GENERAL                                                                         

The authorized capital stock of the Company will consist of (a) 300,000,000 
shares of Common Stock, par value $0.01 per share, of which: (i)150,000,000     
shares will be designated as Class A Common Stock; and (ii) 150,000,000 shares  
will be designated as Class B Common Stock; and (b) 15,000,000 shares of        
Preferred Stock, of which no shares are outstanding as of the date hereof. Of   
the 150,000,000 shares of Common Stock designated as Class A Common Stock,      
7,000,000 shares are being offered hereby and 43,000,000 shares are reserved    
for issuance upon conversion of Class B Common Stock into Class A Common        
Stock. Of the 150,000,000 shares of Common Stock designated as Class B Common   
Stock, 43,000,000 shares will be outstanding and held by The Limited upon       
consummation of the Offerings. Each of the Class A Common Stock and Class B     
Common Stock constitutes a series of Common Stock under the General             
Corporation Law of the State of Delaware (the "DGCL"). A description of the     
material terms and provisions of the Company's Certificate of Incorporation     
affecting the relative rights of the Class A Common Stock, the Class B Common   
Stock and the Preferred Stock is set forth below. The description is intended   
as a summary and is qualified in its entirety by reference to the form of the   
Company's Certificate of Incorporation filed with the Registration Statement    
of which this Prospectus forms a part.                                          

COMMON STOCK                                                                    

VOTING RIGHTS                                                                 

The holders of Class A Common Stock and Class B Common Stock generally have 
identical rights except that holders of Class A Common Stock are entitled to    
one vote per share while holders of Class B Common Stock are entitled to three  
votes per share on all matters to be voted on by shareholders. Holders of       
shares of Class A Common Stock and Class B Common Stock are not entitled to     
cumulate their votes in the election of directors. Generally all matters to be  
voted on by shareholders must be approved by a majority of the votes entitled   
to be cast by all shares of Class A Common Stock and Class B Common Stock       
present in person or represented by proxy, voting together as a single class,   
subject to any voting rights granted to holders of any Preferred Stock.         
However, the Company's Certificate of Incorporation includes, among other       
things: (i) a requirement that a vote of at least 75% of the Common Stock held  
by stockholders other than an Interested Person (as defined therein) is         
required to effect a merger or consolidation with an Interested Person, a sale  
of all or substantially all of the assets of the Company to an Interested       
Person and certain other control transactions (unless such transaction shall    
have been approved by a majority of Continuing Directors (as defined            
therein)); and (ii) a provision specifying that certain provisions of the       
Company's Certificate of Incorporation and Bylaws may be amended, and           
directors may be removed, only with the approval of 75% of the outstanding      
Common Stock.                                                                   

DIVIDENDS                                                                     

The Board of Directors of the Company currently intends to retain future    
earnings for the development of its business and does not anticipate paying     
regular quarterly dividends on the Class A Common Stock or Class B Common       
Stock for the foreseeable future. Under Delaware law, the declaration of        
dividends is within the discretion of the Board of Directors and future         
dividends, if any, will depend upon various factors, including the Company's    
net income, current and anticipated cash needs and any other factors deemed     
relevant by the Board of Directors. By virtue of its stock ownership, The       
Limited will have the ability to change the size and composition of the         
Company's Board of Directors and thereby control the payments of dividends by   
the Company. Pursuant to restrictions contained in the Credit Agreement, so     
long as the Credit Agreement is outstanding, the Company is prohibited from     
paying any dividends on its capital stock, including the Class A Common Stock.  
See "Description of Certain Indebtedness--Credit Agreement".                    

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CONVERSION                                                                    

Prior to the earliest to occur of the date on which shares of Class B Common
Stock are issued to shareholders of The Limited or its successor in a Tax-Free  
Spin-Off and the date on which the number of shares of Class B Common Stock     
outstanding is less than a majority of the aggregate number of shares of        
Common Stock outstanding and a Tax-Free Spin-Off has not occurred, each share   
of Class B Common Stock is convertible while held by The Limited or any of its  
subsidiaries at such holder's option into one share of Class A Common Stock.    
Any shares of Class B Common Stock transferred to a person other than The       
Limited or any of its subsidiaries shall automatically convert to shares of     
Class A Common Stock upon such disposition, except for a disposition effected   
in connection with a transfer of Class B Common Stock to shareholders of The    
Limited as a dividend intended to be a Tax-Free Spin-Off. In the event of a     
Tax-Free Spin-Off, shares of Class B Common Stock shall automatically convert   
into shares of Class A Common Stock on the fifth anniversary of the Tax-Free    
Spin-Off unless prior to such Tax-Free Spin-Off, The Limited delivers to the    
Company an opinion of counsel (which counsel shall be reasonably satisfactory   
to the Company) to the effect that such conversion would preclude The Limited   
from obtaining a favorable ruling from the Internal Revenue Service that the    
distribution would be a Tax-Free Spin-Off under the Code. If such an opinion    
is received, approval of such conversion shall be submitted to a vote of the    
holders of the Abercrombie & Fitch Common Stock as soon as practicable after    
the fifth anniversary of the Tax-Free Spin-Off unless The Limited delivers to   
the Company an opinion of The Limited's counsel (which counsel shall be         
reasonably satisfactory to the Company) prior to such anniversary that such     
vote would adversely affect the status of the Tax-Free Spin-Off. Approval of    
such conversion will require the affirmative vote of the holders of a majority  
of the shares of both Abercrombie & Fitch's Class A Common Stock and Class B    
Common Stock present and voting, voting together as a single class, with each   
share entitled to one vote for such purpose. No assurance can be given that     
such conversion would be consummated. The Limited has no current plans with     
respect to a Tax-Free Spin-Off of Abercrombie & Fitch.                          

The Limited will convert its Class B Common Stock to Class A Common Stock   
immediately prior to a Tax-Free Spin-Off if, after such conversion, it would    
have beneficial ownership of at least 80% of the value as well as the voting    
power of the outstanding Common Stock. All shares of Class B Common Stock       
shall automatically convert into Class A Common Stock if a Tax-Free Spin-Off    
has not occurred and the number of outstanding shares of Class B Common Stock   
falls below 60% of the aggregate number of outstanding shares of Common Stock.  
This will prevent The Limited from decreasing its economic interest in the      
Company to less than 60% while still retaining control of approximately 81.8%   
of Abercrombie & Fitch's voting power. All conversions will be effected on a    
share-for-share basis.                                                          

The requirement that The Limited retain beneficial ownership of at least 80%
of the voting power of the outstanding Common Stock after any conversion prior  
to a Tax-Free Spin-Off is intended to ensure that the tax treatment of the      
Tax-Free Spin-Off is preserved. Similarly, the requirement to submit such       
conversion to a vote of the holders of Common Stock is intended to preserve     
such tax treatment should the Internal Revenue Service challenge such           
automatic conversion as violating the 80% vote requirement. Automatic           
conversion of the Class B Common Stock into Class A Common Stock if a Tax-Free  
Spin-Off has not occurred and The Limited decreases its economic interest in    
the Company to less than 60% is intended to ensure that The Limited retains     
voting control by virtue of its ownership of Class B Common Stock only if it    
has a sizable economic interest in the Company.                                 

In addition, in order to give any holder of the Class A Common Stock or     
Class B Common Stock the right to participate in any offer for a significant    
amount of the shares of the other class that is not similarly offered for the   
shares of such holder's class, following a Tax-Free Spin-Off shares of Common   
Stock of each class will be convertible, at the option of the registered        
holder thereof, on a share-for-share basis, into shares of the other class if   
any person (other than The Limited or any of its consolidated subsidiaries),    
or any group of persons (other than The Limited or any one or more of its       
subsidiaries), agreeing to act together for the purpose of acquiring, holding,  
voting or disposing of                                                          

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shares of Common Stock, makes an offer which the Company's Board of Directors   
deems to be a bona fide offer, to purchase 5% or more of the other class of     
Common Stock for cash and/or other securities or property without making a      
similar offer for the shares of such class. The shares of Common Stock of a     
class may only be so converted during the period in which such bona fide offer  
is in effect. Any share of Common Stock so converted and not acquired by the    
offeror prior to the termination, rescission or completion of the offer will    
automatically reconvert to a share of the class from which it was converted     
upon such termination, rescission or completion.                                

OTHER RIGHTS                                                                  

On liquidation, dissolution or winding up of the Company after payment in   
full of the amounts required to be paid to holders of Preferred Stock, all      
holders of Common Stock, regardless of class, are entitled to share ratably in  
any assets available for distribution to holders of shares of Common Stock.     

No shares of either class of Common Stock are subject to redemption or have 
preemptive rights to purchase additional shares of Common Stock. However, see   
"Relationship with The Limited--Corporate Agreement".                           

Upon consummation of the Offerings, all the outstanding shares of Class A   
Common Stock and Class B Common Stock will be legally issued, fully paid and    
nonassessable.                                                                  

PREFERRED STOCK                                                                 

The Preferred Stock is issuable from time to time in one or more series and 
with such designations and preferences for each series as shall be stated in    
the resolutions providing for the designation and issue of each such series     
adopted by the Board of Directors of Abercrombie & Fitch. The Board of          
Directors is authorized by Abercrombie & Fitch's Certificate of Incorporation   
to determine the voting, dividend, redemption and liquidation preferences and   
limitations pertaining to such series. The Board of Directors, without          
shareholder approval, may issue Preferred Stock with voting and other rights    
that could adversely affect the voting power of the holders of the Common       
Stock and could have certain antitakeover effects. Abercrombie & Fitch has no   
present plans to issue any shares of Preferred Stock. The ability of the Board  
of Directors to issue Preferred Stock without shareholder approval could have   
the effect of delaying, deferring or preventing a change in control of          
Abercrombie & Fitch or the removal of existing management.                      

CERTAIN CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS                       

TRANSACTIONS WITH INTERESTED PARTIES                                          

The Company's Certificate of Incorporation includes certain provisions      
addressing potential conflicts of interest between the Company and The Limited  
and its subsidiaries and regulating and defining the conduct of certain         
affairs of the Company as they may involve the Company, The Limited and their   
subsidiaries, directors and officers. The Company's Certificate of              
Incorporation provides that no contract, agreement, arrangement or transaction  
(or any amendment, modification or termination thereof) between the Company     
and The Limited or any subsidiary of The Limited (other than the Company) or    
between the Company and any entity in which a director of the Company has a     
financial interest (a "Related Entity") or between the Company and any          
director or officer of the Company, The Limited, any subsidiary of The Limited  
or any Related Entity shall be void or voidable solely for the reason that The  
Limited or such subsidiary, a Related Entity or any one or more of the          
officers or directors of the Company, The Limited or such subsidiary or any     
Related Entity are parties thereto, or solely because any such directors or     
officers are present at, participate in or vote (which vote shall be counted)   
with respect to the authorization of the contract, agreement, arrangement or    
transaction (or                                                                 

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any amendment, modification or termination thereof). FURTHER, THE COMPANY'S     
CERTIFICATE OF INCORPORATION PROVIDES THAT THE LIMITED, ITS SUBSIDIARIES AND    
ANY RELATED ENTITY SHALL NOT BE LIABLE TO THE COMPANY OR ITS SHAREHOLDERS FOR   
BREACH OF ANY FIDUCIARY DUTY OR DUTY OF LOYALTY OR FAILURE TO ACT IN (OR NOT    
OPPOSED TO) THE BEST INTERESTS OF THE COMPANY OR THE DERIVATION OF ANY          
IMPROPER PERSONAL BENEFIT BY REASON OF THE FACT THAT THE LIMITED, SUCH          
SUBSIDIARY OR SUCH RELATED ENTITY IN GOOD FAITH TAKES ANY ACTION OR EXERCISES   
ANY RIGHTS OR GIVES OR WITHHOLDS ANY CONSENT IN CONNECTION WITH ANY AGREEMENT   
OR CONTRACT BETWEEN THE LIMITED, SUCH SUBSIDIARY OR SUCH RELATED ENTITY AND     
THE COMPANY. No vote cast or other action taken by any person who is an         
officer, director or other representative of The Limited, such subsidiary or    
such Related Entity, which vote is cast or action is taken by such person in    
his capacity as a director of the Company, shall constitute an action of or     
the exercise of a right by or a consent of The Limited, such subsidiary or      
such Related Entity for the purpose of any such agreement or contract. See      
"Risk Factors".                                                                 

CORPORATE OPPORTUNITIES                                                       

The Company's Certificate of Incorporation provides that except as The      
Limited may otherwise agree in writing:                                         

 (i) neither The Limited nor any subsidiary of The Limited (other than the
Company) shall have a duty to refrain from engaging directly or indirectly  
in the same or similar business activities or lines of business as the      
Company; and                                                                

(ii) neither The Limited nor any subsidiary (other than the Company),   
officer or director of The Limited (except as provided below) will be       
liable to the Company or to its shareholders for breach of any fiduciary    
duty by reason of any such activities or of such person's participation     
therein.                                                                    

The Company's Certificate of Incorporation also provides that if The Limited
or any subsidiary of The Limited (other than the Company) acquires knowledge    
of a potential transaction or matter which may be a corporate opportunity both  
for The Limited or such subsidiary and for the Company, neither The Limited     
nor such subsidiary shall have a duty to communicate or offer such corporate    
opportunity to the Company and shall not be liable to the Company or its        
shareholders for breach of fiduciary duty as a shareholder of the Company or    
controlling person of a shareholder by reason of the fact that The Limited or   
such subsidiary pursues or acquires such opportunity for itself, directs such   
corporate opportunity to another person, or does not communicate information    
regarding such corporate opportunity to the Company.                            

Further, the Company's Certificate of Incorporation provides that in the    
event that a director, officer or associate of the Company who is also a        
director, officer or associate of The Limited or its subsidiaries acquires      
knowledge of a potential transaction or matter that may be a corporate          
opportunity for the Company, The Limited or its subsidiaries (whether such      
potential transaction or matter is proposed by a third party or is conceived    
of by such director, officer or associate of the Company), such director,       
officer or associate shall be entitled to offer such corporate opportunity to   
the Company, The Limited or such subsidiary as such director, officer or        
associate deems appropriate under the circumstances in his or her sole          
discretion, and no such director, officer or associate shall be liable to the   
Company or its shareholders for breach of any fiduciary duty or duty of         
loyalty or failure to act in (or not opposed to) the best interests of the      
Company or the derivation of any improper personal benefit by reason of the     
fact that (i) such director, officer or associate offered such corporate        
opportunity to The Limited or such subsidiary (rather than the Company) or did  
not communicate information regarding such corporate opportunity to the         
Company or (ii) The Limited or such subsidiary pursues or acquires such         
corporate opportunity for itself or directs such corporate opportunity to       
another person or does not communicate information regarding such corporate     
opportunity to the Company. The enforceability of the provisions discussed      
above under Delaware corporate law has not been established and, due to the     
absence of relevant judicial authority, counsel to the Company is not           

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able to deliver an opinion as to the enforceability of such provisions. These   
provisions of the Company's Certificate of Incorporation eliminate certain      
rights that might have been available to shareholders under Delaware law had    
such provisions not been included in the Certificate of Incorporation,          
although the enforceability of such provisions has not been established.        

The Company's Board of Directors currently consists of six members, four of 
whom serve concurrently as members of the Board of Directors of The Limited     
and Intimate Brands and one of whom serves concurrently as a member of the      
Board of Directors of Intimate Brands. In addition, a significant number of     
associates and officers of the Company will also be associates or officers of   
The Limited or its subsidiaries.                                                

The foregoing provisions of the Company's Certificate of Incorporation shall
expire on the date that The Limited ceases to own beneficially Common Stock     
representing at least 20% of the number of outstanding shares of Common Stock   
and no person who is a director or officer of the Company is also a director    
or officer of The Limited or its subsidiaries.                                  

The affirmative vote of the holders of more than 75% of the aggregate voting
power of the Common Stock is required to alter, amend or repeal in a manner     
adverse to the interests of The Limited, or adopt any provision adverse to the  
interests of The Limited including provisions with respect to the interested    
party and corporate opportunity provisions described above. Accordingly, so     
long as The Limited beneficially owns Common Stock representing at least 25%    
of the number of outstanding shares of Common Stock, it can prevent any such    
alteration, amendment, repeal or adoption. See "Risk Factors--Control by The    
Limited".                                                                       

ACTIONS UNDER INTERCOMPANY AGREEMENTS                                         

The Company's Certificate of Incorporation also limits the liability of The 
Limited and its subsidiaries for certain breaches of their fiduciary duties in  
connection with action that may be taken or not taken in good faith under the   
intercompany agreements. See "Relationship with The Limited".                   

Any person purchasing or acquiring an interest in shares of capital stock of
the Company is deemed to have consented to the foregoing provisions relating    
to intercompany agreements and the provisions set forth above relating to       
transactions with interested parties and corporate opportunities. The           
Certificate of Incorporation of The Limited does not include comparable         
provisions relating to intercompany agreements, transactions with interested    
parties or corporate opportunities.                                             

ADVANCE NOTICE PROVISION                                                      

Abercrombie & Fitch's Bylaws provide for an advance notice procedure for the
nomination, other than by or at the direction of the Board of Directors, of     
candidates for election as directors as well as for other shareholder           
proposals to be considered at annual meetings of shareholders. In general,      
notice of intent to nominate a director or raise matters at such meetings will  
have to be received by Abercrombie & Fitch not less than 120 or more than 150   
days prior to the first anniversary of Abercrombie & Fitch's proxy statement    
in connection with the previous year's annual meeting, and must contain         
certain information concerning the person to be nominated or the matters to be  
brought before the meeting and concerning the shareholder submitting the        
proposal.                                                                       

THE DELAWARE GENERAL CORPORATION LAW                                            

The Company is a Delaware corporation subject to Section 203 of the DGCL.   
Section 203 provides that, subject to certain exceptions specified therein, a   
corporation shall not engage in any business combination with any "interested   
shareholder" for a three-year period following the date that such shareholder   
becomes an interested shareholder unless: (i) prior to such date, the Board of  
Directors of the corporation approved either the business combination or the    
transaction which resulted in the shareholder becoming an interested            
shareholder; (ii) upon consummation of the transaction                          

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which resulted in the shareholder becoming an interested shareholder, the       
interested shareholder owned at least 85% of the voting stock of the            
corporation outstanding at the time the transaction commenced (excluding        
certain shares); or (iii) on or subsequent to such date, the business           
combination is approved by the Board of Directors of the corporation and by     
the affirmative vote of at least 66% of the outstanding voting stock which is   
not owned by the interested shareholder. Except as specified in Section 203 of  
the DGCL, an interested shareholder is defined to include (x) any person that   
is the owner of 15% or more of the outstanding voting stock of the              
corporation, or is an affiliate or associate of the corporation and was the     
owner of 15% or more of the outstanding voting stock of the corporation, at     
any time within three years immediately prior to the relevant date and (y) the  
affiliates and associates of any such person. Under certain circumstances,      
Section 203 of the DGCL makes it more difficult for an "interested              
shareholder" to effect various business combinations with the Company for a     
three-year period, although the shareholders of the Company may elect to        
exclude the Company from the restrictions imposed thereunder. By virtue of its  
beneficial ownership of Class B Common Stock, The Limited is in a position to   
elect to exclude the Company from the restrictions under Section 203 and        
currently has no intention to do so.                                            

TRANSFER AGENT                                                                  

The Company's transfer agent and registrar for its Common Stock is First    
Chicago Trust Company of New York.                                              

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DESCRIPTION OF CERTAIN INDEBTEDNESS 

Following is a discussion of the material terms of certain indebtedness of  
the Company.                                                                    

INTERCOMPANY DEBT                                                               

Abercrombie & Fitch's subsidiaries have intercompany obligations to The     
Limited in an aggregate amount of approximately $58.6 million. The long-term    
Mirror Note in the amount of $50 million bears interest at the rate of 7.80%    
per annum and matures on May 15, 2002. The interest rate and maturity of the    
long-term Mirror Note parallel those of the corresponding debt of The Limited.  
The Working Capital Note, representing indebtedness of $8.6 million, matures    
on January 31, 1997 and bears interest at a rate of 6.75% per annum.            
Additionally, the Company maintains an intercompany balance with The Limited    
to facilitate intercompany transactions and centralized cash management         
services. At August 3, 1996, the Company had an intercompany payable balance    
of $8,557,000. The Company and The Limited's intention is that the              
intercompany balance will be a long-term source of financing or investment.     
The intercompany payable balance will bear interest based on the Federal        
Reserve AA composite 30-day rate.                                               

CREDIT AGREEMENT                                                                

Two subsidiaries of the Company, Abercrombie & Fitch Stores, Inc. and A & F 
Trademark, Inc. (each a "Borrower" and together, the "Borrowers"), are parties  
to the Credit Agreement with the banks listed therein and Chase Manhattan       
Bank, as agent, pursuant to which such subsidiaries entered into a five-year    
term loan facility. Under the Credit Agreement, such subsidiaries borrowed an   
aggregate amount of $150 million. The amounts borrowed are repayable in nine    
consecutive semi-annual installments, commencing on June 30, 1997 and ending    
on June 30, 2001, provided, that borrowings must be repaid in an amount equal   
to the Excess Cash Flow (as defined therein) of the Company, which amount will  
include the net proceeds of the Offerings. The aggregate amount payable on      
each June 30 and December 31 is $10 million and $25 million, respectively.      
Interest on borrowings under the Credit Agreement accrues, at each of the       
Borrowers' option, at either a base rate or a rate based on the London          
Interbank Offered Rate ("LIBOR"). Base rate borrowings accrue interest at the   
higher of the prime rate (announced by Chase Manhattan Bank in New York), or    
the Federal Funds Rate plus .5%. LIBOR borrowings accrue interest at the rate   
of interest published by the Telerate Service (or if such rate is not           
available, then the rate of interest at which dollar deposits of $5 million     
are available to the Agent in the London interbank market) plus a certain       
margin. Optional prepayments of the borrowings shall be applied to the          
repayment installments pro rata and may not be reborrowed.                      

Borrowings under the Credit Agreement are guaranteed by the Company and by  
Abercrombie & Fitch Holding Corporation ("Holdings"), a wholly-owned            
subsidiary of the Company and the holding company parent of Abercrombie &       
Fitch Stores, Inc. In addition, each of the Borrowers have guaranteed all       
obligations of the other Borrower. In the event that (a) A & F Trademark, Inc.  
or Holdings is neither a direct, wholly-owned subsidiary of the Company, (b)    
Abercrombie & Fitch Stores, Inc. ceases to be a direct, wholly-owned            
subsidiary of Holdings nor a direct wholly-owned subsidiary of the Company or   
(c) The Limited ceases to own directly at least 80% of the outstanding capital  
stock of the Company or the Company and its consolidated subsidiaries cease to  
be consolidated subsidiaries of The Limited, all borrowings will be subject to  
mandatory prepayment.                                                           

The Credit Agreement contains financial covenants including an interest and 
rental expense coverage ratio and a maximum ratio of debt to EBITDA (as         
defined therein). The Credit Agreement also provides for limitations on         
mergers, consolidations, acquisitions, sale of assets, transactions with        
affiliates, sale and lease-back transactions, liens, capital expenditures,      
debt and investments. The Credit Agreement also prohibits the payment by the    
Company of dividends on its capital stock, including the Class A Common Stock.  

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CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS 

The following is a general discussion of certain United States federal      
income and estate tax consequences of the ownership and disposition of the      
Common Stock applicable to Non-United States Holders of such Common Stock. For  
the purpose of this discussion, a "Non-United States Holder" is any holder      
that is, as to the United States, a foreign corporation, a non-resident alien   
individual, a foreign partnership or a non-resident fiduciary of a foreign      
estate or trust as such terms are defined in the Code. This discussion does     
not deal with all aspects of United States federal income and estate taxation   
and does not deal with foreign, state and local tax consequences that may be    
relevant to Non-United States Holders in light of their personal                
circumstances. Furthermore, the following discussion is based on current        
provisions of the Code and administrative and judicial interpretations as of    
the date hereof, all of which are subject to change. Prospective foreign        
investors are urged to consult their tax advisors regarding the United States   
federal, state, local and non-United States income and other tax consequences   
of owning and disposing of Common Stock.                                        

Proposed United States Treasury Regulations were issued on April 15, 1996   
(the "Proposed Regulations") which, if adopted, would affect the United States  
taxation of dividends paid to a Non-United States Holder on Common Stock. The   
Proposed Regulations are generally proposed to be effective with respect to     
dividends paid after December 31, 1997, subject to certain transition rules.    
The discussion below is not intended to be a complete discussion of the         
provisions of the Proposed Regulations, and prospective investors are urged to  
consult their tax advisors with respect to the effect the Proposed Regulations  
would have if adopted.                                                          

DIVIDENDS                                                                       

Generally, any dividend paid to a Non-United States Holder of Common Stock  
will be subject to United States withholding tax either at a rate of 30% of     
the gross amount of the dividend or such lower rate as may be specified by an   
applicable tax treaty. Under current United States Treasury regulations,        
dividends paid to an address outside the United States are presumed to be paid  
to a resident of such country (absent knowledge that such presumption is not    
warranted) for purposes of the withholding discussed above and, under the       
current interpretation of United States Treasury regulations, for purposes of   
determining applicability of a tax treaty rate.                                 

Under the Proposed Regulations, to obtain a reduced rate of withholding     
under a treaty, a Non-United States Holder would generally be required to       
provide an Internal Revenue Service Form W-8 certifying such Non-United States  
Holder's entitlement to benefits under a treaty. The Proposed Regulations       
would also provide special rules to determine whether, for purposes of          
determining the applicability of a tax treaty, dividends paid to a Non-United   
States Holder that is an entity should be treated as paid to the entity or      
those holding an interest in that entity.                                       

Dividends received by a Non-United States Holder that are effectively       
connected with a United States trade or business conducted by such Non-United   
States Holder are exempt from such withholding tax. However, such effectively   
connected dividends, net of certain deductions and credits, are taxed at the    
same graduated rates applicable to United States persons. A Non-United States   
Holder may claim exemption from withholding under the effectively connected     
income exception by filing Form 4224 (Statement Claiming Exemption from         
Withholding of Tax on Income Effectively Connected With the Conduct of          
Business in the United States) each year with the Company or its paying agent   
prior to the payment of the dividends for such year. In addition to the         
graduated tax described above, dividends received by a corporate Non-United     
States Holder that are effectively connected with a United States trade or      
business of the corporate Non-United States Holder may also be subject to a     
branch profits tax at a rate of 30% or such lower rate as may be specified by   
an applicable tax treaty.                                                       

A Non-United States Holder of Common Stock eligible for a reduced rate of   
United States withholding tax pursuant to a tax treaty may obtain a refund of   
any excess amounts currently withheld by filing an appropriate claim for        
refund with the U.S. Internal Revenue Service.                                  

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GAIN ON DISPOSITION OF COMMON STOCK                                             

A Non-United States Holder generally will not be subject to United States   
federal income tax on any gain realized upon the sale or other disposition of   
his Common Stock unless: (i) such gain is effectively connected with a United   
States trade or business of the Non-United States Holder; (ii) the Non-United   
States Holder is an individual who holds such Common Stock as a capital asset   
and who is present in the United States for a period or periods aggregating     
183 days or more during the calendar year in which such sale or disposition     
occurs and certain other conditions are met; or (iii) the Company is or has     
been a "United States real property holding corporation" for federal income     
tax purposes at any time within the shorter of the five-year period preceding   
such disposition or such holder's holding period. The Company has determined    
that it is not and does not believe that it will become a "United States real   
property holding corporation" for federal income tax purposes.                  

BACKUP WITHHOLDING AND INFORMATION REPORTING                                    

Generally, the Company must report to the U.S. Internal Revenue Service the 
amount of dividends paid, the name and address of the recipient, and the        
amount, if any, of tax withheld. A similar report is sent to the holder.        
Pursuant to tax treaties or other agreements, the U.S. Internal Revenue         
Service may make its reports available to tax authorities in the recipient's    
country of residence.                                                           

Dividends paid to a Non-United States Holder at an address within the United
States may be subject to backup withholding at a rate of 31% if the Non-United  
States Holder fails to establish that it is entitled to an exemption or to      
provide a correct taxpayer identification number and other information to the   
payor. Backup withholding will generally not apply to dividends paid to Non-    
United States Holders at an address outside the United States (unless the       
payor has knowledge that the payee is a U.S. person).                           

The payment of the proceeds of the disposition of Common Stock to or through
the United States office of a broker is subject to information reporting and    
backup withholding at a rate of 31% unless the holder certifies its non-United  
States status under penalties of perjury or otherwise establishes an            
exemption. Generally, the payment of the proceeds of the disposition by a Non-  
United States Holder of Common Stock outside the United States to or through a  
foreign office of a broker will not be subject to backup withholding. However,  
information reporting requirements (but not backup withholding) will apply to   
a payment of disposition proceeds outside the United States through an office   
outside the United States of a broker that is (a) a United States person, (b)   
a United States "controlled foreign corporation" for U.S. tax purposes or (c)   
a foreign person 50% or more of whose gross income for certain periods is from  
the conduct of a United States trade or business unless such broker has         
documentary evidence in its files of the owner's foreign status and has no      
actual knowledge to the contrary or the holder otherwise establishes an         
exemption.                                                                      

The Proposed Regulations would, if adopted, alter the foregoing rules in    
certain respects. Among other things, the Proposed Regulations would provide    
certain presumptions under which a Non-United States Holder would be subject    
to backup withholding and information reporting unless the Company receives     
certification from the holder of non-U.S. status.                               

Backup withholding is not an additional tax. Rather, the tax liability of   
persons subject to backup withholding will be reduced by the amount of tax      
withheld. If withholding results in an overpayment of taxes, a refund may be    
obtained, provided that the required information is furnished to the U.S.       
Internal Revenue Service.                                                       

ESTATE TAX                                                                      

An individual Non-United States Holder who owns Common Stock at the time of 
his death or has made certain lifetime transfers of an interest in Common       
Stock will be required to include the value of such Stock in his gross estate   
for United States federal estate tax purposes, unless an applicable estate tax  
treaty provides otherwise.                                                      

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LEGAL MATTERS 

The validity of the Class A Common Stock offered hereby will be passed upon 
by Davis Polk & Wardwell, New York, New York. Certain legal matters in          
connection with the Class A Common Stock offered hereby will be passed upon     
for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a             
partnership including professional corporations), New York, New York.           

EXPERTS 

The balance sheet of Abercrombie & Fitch Co. as of July 11, 1996 and the    
consolidated balance sheet of the Abercrombie & Fitch Business as of January    
28, 1995 and February 3, 1996, and the related consolidated statements of       
operations and cash flows for each of the three fiscal years in the period      
ended February 3, 1996 included in this Prospectus have been audited by         
Coopers & Lybrand L.L.P., independent auditors, as stated in their reports      
appearing herein, and have been included in reliance upon such reports given    
upon the authority of that firm as experts in accounting and auditing.          

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                [Download Table]
                                                                                
Abercrombie & Fitch Co. Financial Statements:                                   
  Report of Independent Accountants......................................... F-2
  Balance Sheet............................................................. F-3
  Notes to Balance Sheet.................................................... F-4
Abercrombie & Fitch Business Financial Statements:                              
  Report of Independent Accountants......................................... F-5
  Consolidated Statements of Operations..................................... F-6
  Consolidated Balance Sheets............................................... F-7
  Consolidated Statements of Cash Flows..................................... F-8
  Notes to Consolidated Financial Statements................................ F-9

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Shareholder of Abercrombie & Fitch Co.                                   

We have audited the accompanying balance sheet of Abercrombie & Fitch Co. as
of July 11, 1996. This balance sheet is the responsibility of the Company's     
management. Our responsibility is to express an opinion on this balance sheet   
based on our audit.                                                             

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the balance sheet is free of          
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the balance sheet. An audit also      
includes assessing the accounting principles used and significant estimates     
made by management, as well as evaluating the overall financial statement       
presentation. We believe that our audit provides a reasonable basis for our     
opinion.                                                                        

In our opinion, the balance sheet referred to above presents fairly, in all 
material respects, the financial position of Abercrombie & Fitch Co. as of      
July 11, 1996, in conformity with generally accepted accounting principles.     

                            Coopers & Lybrand L.L.P.
Columbus, Ohio                                                                  
July 11, 1996                                                                   

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ABERCROMBIE & FITCH CO. 

BALANCE SHEET 
JULY 11, 1996 
($ IN THOUSANDS)

                                                                [Download Table]
                                                                               
                                  ASSETS                                       
Current assets                                                                 
  Cash....................................................................  $ 1
                                                                            ===
                           SHAREHOLDER'S EQUITY                                
Common Stock, $.10 par value; 1,000 shares authorized; 1,000 shares issued     
 and outstanding..........................................................     
Paid-in capital...........................................................  $ 1
Retained earnings.........................................................  -- 
                                                                            ---
  Total shareholder's equity..............................................  $ 1
                                                                            ===

The accompanying notes are an integral part of the balance sheet. 

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ABERCROMBIE & FITCH CO. 
NOTES TO BALANCE SHEET  

1. ORGANIZATION                                                                 

Abercrombie & Fitch Co. was incorporated on June 26, 1996, and, except for  
organizational matters and activities undertaken in connection with the         
proposed initial public offering of its common shares, has been inactive since  
that date. As a result, the Company has not had any income or expenses. On      
July 11, 1996 the Company issued 1,000 common shares to its sole shareholder,   
The Limited, Inc. ("The Limited") for cash.                                     

2. PLANNED TRANSACTIONS                                                         

As a result of a Board Resolution by the directors of The Limited, Inc., The
Limited will contribute the stock of Abercrombie & Fitch Holdings, the parent   
company of the Abercrombie & Fitch Business, and A&F Trademark, Inc. to         
Abercrombie & Fitch Co. Prior to the public offering of its shares, the         
Company's certificate of incorporation will be amended to authorize 15,000,000  
shares of preferred stock and 150,000,000 shares of Class A common stock and    
150,000,000 shares of Class B common stock, each with a par value of $.01 per   
share. Holders of Class A common stock generally will have identical rights to  
holders of Class B common stock except that holders of Class A common stock     
will be entitled to one vote per share while holders of Class B common stock    
will be entitled to three votes per share on all matters submitted to a vote    
of shareholders. Each share of Class B common stock will be convertible while   
held by The Limited or any of its subsidiaries into one share of Class A        
common stock.                                                                   

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Shareholder of the Abercrombie & Fitch Business                          

We have audited the accompanying consolidated balance sheets of the         
Abercrombie & Fitch Business as of January 28, 1995 and February 3, 1996, and   
the related consolidated statements of operations and cash flows for each of    
the three fiscal years in the period ended February 3, 1996. These financial    
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing      
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement. An audit includes examining, on   
a test basis, evidence supporting the amounts and disclosures in the financial  
statements. An audit also includes assessing the accounting principles used     
and significant estimates made by management, as well as evaluating the         
overall financial statement presentation. We believe that our audits provide a  
reasonable basis for our opinion.                                               

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the consolidated financial position of the            
Abercrombie & Fitch Business as of January 28, 1995 and February 3, 1996 and    
the consolidated results of its operations and its cash flows for each of the   
three fiscal years in the period ended February 3, 1996 in conformity with      
generally accepted accounting principles.                                       

                            Coopers & Lybrand L.L.P.

Columbus, Ohio                                                                  
July 11, 1996                                                                   

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THE ABERCROMBIE & FITCH BUSINESS

CONSOLIDATED STATEMENTS OF OPERATIONS 
(THOUSANDS) 

                                                                [Download Table]

                                                                  TWENTY-SIX     
                                   FISCAL YEAR ENDED             WEEKS ENDED     
                          ----------------------------------- -------------------
                                                                 (UNAUDITED)     
                          JANUARY 29, JANUARY 28, FEBRUARY 3, JULY 29,  AUGUST 3,
                             1994        1995        1996       1995      1996   
                          ----------- ----------- ----------- --------  ---------
                                                                                 
Net sales...............   $110,952    $165,463    $235,659   $72,045   $108,451 
Cost of goods sold,                                                              
 occupancy and buying                                                            
 costs..................     80,390     108,643     155,865    51,594     75,505 
                           --------    --------    --------   -------   -------- 
Gross income............     30,562      56,820      79,794    20,451     32,946 
General, administrative                                                          
 and store operating                                                             
 expenses...............     30,240      43,069      55,996    21,970     31,520 
Special and nonrecurring                                                         
 items..................      4,386         --          --        --         --  
                           --------    --------    --------   -------   -------- 
Operating income (loss)                                                          
 .......................     (4,064)     13,751      23,798    (1,519)     1,426 
Interest expense........        --          --          --        --       1,151 
                           --------    --------    --------   -------   -------- 
Income (loss) before                                                             
 income taxes                (4,064)     13,751      23,798    (1,519)       275 
Provision for (benefit                                                           
 from) income taxes.....     (1,600)      5,500       9,500      (600)       100 
                           --------    --------    --------   -------   -------- 
Net income (loss).......   $ (2,464)   $  8,251    $ 14,298   $  (919)  $    175 
                           ========    ========    ========   =======   ======== 

The accompanying notes are an integral part of these consolidated financial 
statements. 

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THE ABERCROMBIE & FITCH BUSINESS

CONSOLIDATED BALANCE SHEETS 
(THOUSANDS) 

                                                                [Download Table]

                                             JANUARY 28, FEBRUARY 3,  AUGUST 3, 
                                                1995        1996        1996    
                                             ----------- ----------- -----------
                                                                     (UNAUDITED)
                                                                                
ASSETS                                                                          
CURRENT ASSETS                                                                  
  Cash.....................................   $    592    $    874    $   1,427 
  Accounts receivable......................      3,632       3,617        2,553 
  Inventories..............................     16,551      30,388       52,919 
  Store supplies...........................      1,974       3,529        3,729 
  Deferred income taxes....................        --          --         1,208 
  Other....................................        357         448        1,357 
                                              --------    --------    --------- 
    Total current assets...................     23,106      38,856       63,193 
Property and equipment, net................     34,904      47,203       44,570 
Deferred income taxes......................        --        1,624        1,624 
Other assets...............................          8          10            7 
                                              --------    --------    --------- 
      Total assets.........................   $ 58,018    $ 87,693    $ 109,394 
                                              ========    ========    ========= 
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFI-                                     
 CIT)                                                                           
CURRENT LIABILITIES                                                             
  Accounts payable.........................   $  4,379    $  4,359    $   6,730 
  Accrued expenses.........................     10,411      14,500       15,754 
  Intercompany debt........................        --       86,045          --  
  Credit agreement.........................        --          --       150,000 
  Working capital note.....................        --          --         8,616 
  Income taxes payable.....................      3,434       4,892          500 
                                              --------    --------    --------- 
    Total current liabilities..............     18,224     109,796      181,600 
                                              --------    --------    --------- 
Intercompany payable.......................     74,101         --         8,557 
Long-term mirror note......................        --          --        50,000 
Deferred income taxes......................      2,359         --           --  
Other long-term liabilities................        404         519          684 
SHAREHOLDER'S EQUITY (DEFICIT)                                                  
  Paid-in capital..........................        155         305          305 
  Retained earnings (deficit)..............    (37,225)    (22,927)    (131,752)
                                              --------    --------    --------- 
    Total shareholder's equity (deficit)...    (37,070)    (22,622)    (131,447)
                                              --------    --------    --------- 
      Total liabilities and shareholder's                                       
       equity                                                                   
       (deficit)...........................   $ 58,018    $ 87,693    $ 109,394 
                                              ========    ========    ========= 

The accompanying notes are an integral part of these consolidated financial 
statements. 

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THE ABERCROMBIE & FITCH BUSINESS  

CONSOLIDATED STATEMENTS OF CASH FLOWS 
(THOUSANDS) 

                                                                [Download Table]

                                                                 TWENTY-SIX     
                                   FISCAL YEAR ENDED             WEEKS ENDED    
                          ----------------------------------- ------------------
                                                               JULY             
                          JANUARY 29, JANUARY 28, FEBRUARY 3,   29,    AUGUST 3,
                             1994        1995        1996      1995      1996   
                          ----------- ----------- ----------- -------  ---------
                                                                 (UNAUDITED)    
                                                                                
CASH FLOWS FROM OPERAT-                                                         
 ING ACTIVITIES                                                                 
  Net income (loss).....   $ (2,464)   $  8,251    $ 14,298   $  (919)  $   175 
IMPACT OF OTHER OPERAT-                                                         
 ING ACTIVITIES ON CASH                                                         
 FLOWS                                                                          
  Depreciation and amor-                                                        
   tization.............      7,054       7,799       9,104     4,406     5,487 
  Special and nonrecur-                                                         
   ring items...........      4,386         --          --        --        --  
CHANGE IN ASSETS AND LI-                                                        
 ABILITIES                                                                      
  Accounts receivable...       (171)     (2,058)         15     1,270     1,064 
  Inventories...........      5,023      (6,499)    (13,837)  (21,329)  (22,531)
  Accounts payable and                                                          
   accrued expenses.....      4,809       4,117       4,069     3,912     3,625 
  Income taxes..........      2,770       5,914       1,458    (5,300)   (5,600)
  Other assets and lia-                                                         
   bilities.............       (768)      2,631      (2,393)     (343)     (962)
                           --------    --------    --------   -------   ------- 
    NET CASH PROVIDED BY                                                        
     (USED FOR)                                                                 
     OPERATING                                                                  
     ACTIVITIES.........     20,639      20,155      12,714   (18,303)  (18,742)
                           --------    --------    --------   -------   ------- 
INVESTING ACTIVITIES                                                            
  Capital expenditures..     (4,694)    (12,603)    (24,526)   (5,255)   (2,833)
                           --------    --------    --------   -------   ------- 
    CASH USED FOR                                                               
     INVESTING                                                                  
     ACTIVITIES.........     (4,694)    (12,603)    (24,526)   (5,255)   (2,833)
                           --------    --------    --------   -------   ------- 
FINANCING ACTIVITIES                                                            
  Change in intercompany                                                        
   balances.............    (15,796)     (7,387)     11,944    23,515    22,128 
  Dividend paid to                                                              
   parent...............        --          --          --        --    (27,000)
  Proceeds from credit                                                          
   agreement............        --          --          --        --    150,000 
  Repayment of trademark                                                        
   obligations..........        --          --          --        --    (32,000)
  Repayment of                                                                  
   intercompany debt....        --          --          --        --    (91,000)
  Other changes in                                                              
   shareholder's equity                                                         
   (deficit)............        --           20         150       150       --  
                           --------    --------    --------   -------   ------- 
    NET CASH PROVIDED BY                                                        
     (USED FOR)                                                                 
     FINANCING                                                                  
     ACTIVITIES.........    (15,796)     (7,367)     12,094    23,665    22,128 
                           --------    --------    --------   -------   ------- 
NET INCREASE IN CASH....        149         185         282       107       553 
Cash, beginning of peri-                                                        
 od.....................        258         407         592       592       874 
                           --------    --------    --------   -------   ------- 
Cash, end of period.....   $    407    $    592    $    874   $   699   $ 1,427 
                           ========    ========    ========   =======   ======= 

In the twenty-six weeks ended August 3, 1996, non-cash financing activities 
included the distribution of a note representing preexisting obligations of     
Abercrombie & Fitch's operating subsidiary in respect of certain trademarks in  
the amount of $32 million by Abercrombie & Fitch's trademark subsidiary to The  
Limited, distribution of the $50 million long-term mirror note and the          
conversion of $8.6 million of intercompany debt into the working capital note.  

The accompanying notes are an integral part of these consolidated financial 
statements. 

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THE ABERCROMBIE & FITCH BUSINESS  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

1. BASIS OF FINANCIAL STATEMENT PRESENTATION                                    

The accompanying financial statements include the accounts of the           
Abercrombie & Fitch Business and its subsidiaries. The Abercrombie & Fitch      
Business is a direct subsidiary of The Limited, Inc. ("The Limited").           

The Abercrombie & Fitch Business is a specialty retailer of high-quality,   
casual apparel for men and women with an active, youthful lifestyle. The        
business was established in 1892 and was subsequently acquired by The Limited   
in 1988.                                                                        

The accompanying consolidated financial statements include the historical   
financial statements of and transactions applicable to the Abercrombie & Fitch  
Business and reflect the assets, liabilities, results of operations and cash    
flows on a historical cost basis, including the fair value acquisition          
adjustments related to the acquisition, primarily the recognition of            
beneficial leaseholds on certain store locations. Certain investment assets     
unrelated to the Company have been excluded from the historical financial       
statements and will not be retained by the Abercrombie & Fitch Business.        

The consolidated financial statements are prepared for inclusion in a       
registration statement relating to the public offering of Class A common        
shares of Abercrombie & Fitch Co., a wholly-owned subsidiary of The Limited.    
Prior to the aforementioned public offering, The Limited will contribute the    
stock of Abercrombie & Fitch Holdings, the parent company of the Abercrombie &  
Fitch Business, and A&F Trademark, Inc. to Abercrombie & Fitch.                 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

PRINCIPLES OF CONSOLIDATION                                                   

The consolidated financial statements include the accounts of the           
Abercrombie and Fitch Business and all significant subsidiaries which are more  
than 50% owned and controlled. All significant intercompany balances and        
transactions have been eliminated in consolidation.                             

FISCAL YEAR                                                                   

The Company's fiscal year ends on the Saturday closest to January 31. Fiscal
years are designated in the financial statements and notes by the calendar      
year in which the fiscal year commences. The results for fiscal year 1995       
represent the 53-week period ended February 3, 1996 and the results for fiscal  
years 1993 and 1994 represents the 52-week periods ended January 29, 1994 and   
January 28, 1995.                                                               

INTERIM FINANCIAL STATEMENTS                                                  

The consolidated financial statements as of and for the periods ended July  
29, 1995 and August 3, 1996 are unaudited and are presented pursuant to the     
rules and regulations of the Securities and Exchange Commission. In the         
opinion of management, the accompanying consolidated financial statements       
reflect all adjustments (which are of normal recurring nature) necessary to     
present fairly the financial position and results of operations and cash flows  
for the interim periods, but are not necessarily indicative of the results of   
operations for a full fiscal year.                                              

STORE SUPPLIES                                                                

The initial inventory of supplies for new stores including, but not limited 
to, hangers, signage, sensormatic tags and point-of-sale supplies are           
capitalized at the store opening date. Subsequent shipments are expensed        
except for new merchandise presentation programs which are capitalized.         

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THE ABERCROMBIE & FITCH BUSINESS  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

INVENTORY                                                                     

Inventories are principally valued at the lower of average cost or market,  
on a first-in first-out basis, utilizing the retail method.                     

PROPERTY AND EQUIPMENT                                                        

Depreciation and amortization of property and equipment are computed for    
financial reporting purposes on a straight-line basis, using service lives      
ranging principally from 10-15 years for building improvements and 3-10 years   
for other property and equipment. Beneficial leaseholds represent the present   
value of the excess of fair market rent over contractual rent of existing       
stores at the 1988 purchase of the Company by The Limited and are being         
amortized over the lives of the related leases. The cost of assets sold or      
retired and the related accumulated depreciation or amortization are removed    
from the accounts with any resulting gain or loss included in net income.       
Maintenance and repairs are charged to expense as incurred. Major renewals and  
betterments that extend service lives are capitalized. Long-lived assets are    
reviewed for impairment whenever events or changes in circumstances indicate    
that full recoverability is questionable. Factors used in the valuation         
include, but are not limited to, management's plans for future operations,      
recent operating results and projected cash flows.                              

REVENUE RECOGNITION                                                           

Sales are recorded upon purchase by customers.                              

PROVISION FOR INCOME TAXES                                                    

Income taxes are calculated using the liability method. Deferred tax assets 
and liabilities are recognized based on the difference between the financial    
statement carrying amounts of existing assets and liabilities and their         
respective tax bases. Deferred tax assets and liabilities are measured using    
enacted tax rates in effect in the years in which those temporary differences   
are expected to reverse.                                                        

The Company is included in The Limited's consolidated federal and certain   
state income tax groups for income tax reporting purposes and is responsible    
for its proportionate share of income taxes calculated upon its federal         
taxable income at a current estimate of the annual effective tax rate.          

ADVERTISING                                                                   

Advertising costs consist of in-store photographs and advertising in        
selected national publications and are expensed when the photographs or         
publications first appear. Advertising costs amounted to $519 thousand in       
1993, $1.215 million in 1994, $3.121 million in 1995 and $977 thousand and      
$1.140 million for the twenty-six weeks ended July 29, 1995 and August 3,       
1996.                                                                           

STORE PRE-OPENING EXPENSES                                                    

Pre-opening expenses related to new store openings are charged to operations
as incurred.                                                                    

STORE CLOSING COSTS                                                           

When a store is relocated or closed, estimated unrecoverable costs are      
charged to operations.                                                          

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

FAIR VALUE OF FINANCIAL INSTRUMENTS                                           

The recorded values of financial instruments, including cash, accounts      
receivable and accounts payable, approximate fair value due to the short        
maturity and because the average interest rate approximates current market      
origination rates.                                                              

EARNINGS PER SHARE                                                            

Historical earnings per share data is omitted from the consolidated         
statements of operations as it is not meaningful.                               

ADOPTION OF NEW ACCOUNTING STANDARDS                                          

The Company will make the new disclosures for SFAS No. 123, "Accounting for 
Stock-Based Compensation" beginning with fiscal year-end 1996.                  

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS                   

The preparation of financial statements in conformity with generally        
accepted accounting principles requires management to make estimates and        
assumptions that affect the reported amounts of assets and liabilities as of    
the date of the financial statements and the reported amounts of revenues and   
expenses during the reporting period. Since actual results may differ from      
those estimates, the Company revises its estimates and assumptions as new       
information becomes available.                                                  

3. SPECIAL AND NONRECURRING ITEMS                                               

During 1993, the Abercrombie & Fitch Business participated in a plan of The 
Limited which provided for the closure, downsizing and remodeling of seven      
under-performing stores of the Abercrombie & Fitch Business. In developing      
this program, specific stores were identified based upon historical operating   
results of such stores and assessment of the quality of real estate. The        
provision for store closure, downsizing and remodeling aggregated               
approximately $4.4 million and included the net book value of abandoned fixed   
assets and lease termination payments. As of October 28, 1995, the Abercrombie  
& Fitch Business had completed the program.                                     

4. PROPERTY AND EQUIPMENT                                                       

Property and equipment, at cost, consisted of (thousands):                  

                                                                [Download Table]

                                        JANUARY 28, FEBRUARY 3,  AUGUST 3, 
                                           1995        1996        1996    
                                        ----------- ----------- -----------
                                                                (UNAUDITED)
                                                                           
Furniture, fixtures and equipment......   $50,871     $71,590     $73,678  
Beneficial leaseholds..................     9,387       7,925       7,925  
Building improvements and leaseholds...     2,565       1,267       1,850  
Construction in progress...............       212          85         219  
                                          -------     -------     -------  
                                           63,035      80,867      83,672  
Less--accumulated depreciation and am-                                     
 ortization............................    28,131      33,664      39,102  
                                          -------     -------     -------  
Property and equipment, net............   $34,904     $47,203     $44,570  
                                          =======     =======     =======  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

5. LEASED FACILITIES AND COMMITMENTS                                            

Annual store rent is comprised of a fixed minimum amount, plus contingent   
rent based upon percentage of sales exceeding a stipulated amount. Store lease  
terms generally require additional payments covering taxes, common area costs   
and certain other expenses.                                                     

A summary of rent expense for fiscal year 1993, 1994 and 1995 and the       
twenty-six weeks ended July 29, 1995 and August 3, 1996 follows (thousands):    

                                                                [Download Table]

                          JANUARY 29, JANUARY 28, FEBRUARY 3, JULY 29, AUGUST 3,
                             1994        1995        1996       1995     1996   
                          ----------- ----------- ----------- -------- ---------
                                                                 (UNAUDITED)    
                                                                                
Store rent                                                                      
  Fixed minimum.........    $8,112      $11,308     $17,465    $7,693   $11,102 
  Contingent............     1,010        1,475       1,322       420       716 
                            ------      -------     -------    ------   ------- 
Total store rent........     9,122       12,783      18,787     8,113    11,818 
Buildings, equipment and                                                        
 other..................       643          613       1,058       370       604 
                            ------      -------     -------    ------   ------- 
  Total rent expense....    $9,765      $13,396     $19,845    $8,483   $12,422 
                            ======      =======     =======    ======   ======= 

Rent expense includes charges from The Limited and other divisions of The   
Limited for space used. The Abercrombie & Fitch Business intends to execute     
formal agreements for use of such space (see Note 10). The Abercrombie & Fitch  
Business was committed to noncancelable leases with remaining terms of one to   
twenty years. These commitments include store leases with initial terms         
ranging from ten to fifteen years and offices and a distribution center leased  
from an affiliate of The Limited with an initial term of 15 years.              
Substantially all of the Abercrombie & Fitch Business store leases are          
guaranteed by The Limited. A summary of minimum rent commitments under          
noncancelable leases follows (thousands):                                       

                                                                [Download Table]
                                         
1996............................ $ 23,949
1997............................   22,824
1998............................   22,848
1999............................   23,153
2000............................   23,193
Thereafter......................  139,615

6. SHORT-TERM BORROWINGS (UNAUDITED)                                            

The Abercrombie & Fitch Business is party to a bank credit agreement        
pursuant to which it borrowed $150 million on July 2, 1996. The agreement has   
interest rates which are based on either the lender's "Base Rate," as defined,  
or a LIBOR-related rate. The agreement places restrictions on mergers,          
consolidations, acquisitions, sales of assets, transactions with affiliates,    
sale and leaseback transactions, liens, restricted payments, debt and           
investments. It also contains an interest and rental expense coverage ratio     
and a maximum ratio of debt to EBITDA. The scheduled final maturity of the      
borrowings under the credit agreement is June 30, 2001 although such amounts    
must be repaid by the excess cash flow of the Abercrombie & Fitch Business,     
which includes the net proceeds of any public offering. It is anticipated that  
a substantial portion of the borrowings under the credit agreement will be      
repaid in connection with the proposed public offering and by cash provided by  
operations in the second half of the 1996 fiscal year. Such amounts are         
considered short-term borrowings.                                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

7. ACCRUED EXPENSES                                                             

Accrued expenses consisted of the following (thousands):                    

                                                                [Download Table]

                                         JANUARY 28, FEBRUARY 3,  AUGUST 3, 
                                            1995        1996        1996    
                                         ----------- ----------- -----------
                                                                 (UNAUDITED)
                                                                            
Accrued taxes, other than income........   $ 1,252     $ 1,882     $ 2,087  
Accrued compensation....................     2,185       3,025       3,509  
Accrued rent............................     2,071       2,872       3,507  
Other...................................     4,903       6,721       6,651  
                                           -------     -------     -------  
  Total.................................   $10,411     $14,500     $15,754  
                                           =======     =======     =======  

8. INCOME TAXES                                                                 

The Abercrombie & Fitch Business consolidated financial statements reflect a
charge for federal and state income taxes as if the Abercrombie & Fitch         
Business had been subject to tax on a separate company basis during the         
periods presented. The charge is based on the then current tax rates.           

This provision for (benefit from) income taxes consisted of (thousands):    

                                                                [Download Table]

                                                              TWENTY-SIX WEEKS 
                                  FISCAL YEAR ENDED                ENDED       
                         ----------------------------------- ------------------
                         JANUARY 29, JANUARY 28, FEBRUARY 3, JULY 29, AUGUST 3,
                            1994        1995        1996       1995     1996   
                         ----------- ----------- ----------- -------- ---------
                                                                (UNAUDITED)    
                                                                               
Current:                                                                       
  Federal...............   $(1,400)    $4,300      $6,900     $(600)    $100   
  State.................      (400)     1,100       1,700      (100)     --    
                           -------     ------      ------     -----     ----   
                            (1,800)     5,400       8,600      (700)     100   
                           -------     ------      ------     -----     ----   
Deferred:                                                                      
  Federal...............       200        100         700       100      --    
  State.................       --         --          200       --       --    
                           -------     ------      ------     -----     ----   
                               200        100         900       100      --    
                           -------     ------      ------     -----     ----   
Total provision (bene-                                                         
 fit)...................   $(1,600)    $5,500      $9,500     $(600)    $100   
                           =======     ======      ======     =====     ====   

For the twenty-six weeks ended July 29, 1995 and August 3, 1996, the        
statements of operations reflect a provision for federal and state income       
taxes based on the Company's expected annual tax rates.                         

A reconciliation between the statutory federal income tax rate and the      
effective income tax rate follows:                                              

                                                                [Download Table]

                                                     TWENTY-SIX WEEKS  ENDED   
                                                   ----------------------------
                              1993   1994   1995   JULY 29, 1995 AUGUST 3, 1996
                              ----   ----   ----   ------------- --------------
                                                           (UNAUDITED)         
                                                                               
Federal income tax rate.....  35.0 % 35.0 % 35.0 %     35.0 %         35.0 %   
State income tax, net of                                                       
 federal income tax effect..   5.2    5.2    5.2        5.2            5.2     
Other items, net............  (1.1)  (0.2)  (0.3)      (0.7)          (3.8)    
                              ----   ----   ----       ----           ----     
                              39.1 % 40.0 % 39.9 %     39.5 %         36.4 %   
                              ====   ====   ====       ====           ====     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

Income taxes payable included current deferred tax assets of $1.566 million 
and $1.208 million at January 28, 1995 and February 3, 1996.                    

Current income tax obligations are treated as having been settled through   
the intercompany accounts as if the Company were filing its income tax returns  
on a separate company basis. Such amounts were $.8 million and $7.5 million in  
fiscal years 1994 and 1995 and were $4.6 million and $5.7 million for the       
twenty-six weeks ended July 29, 1995 and August 3, 1996.                        

The effect of temporary differences which give rise to deferred income tax  
balances was as follows (thousands):                                            

                                                                [Download Table]

                                    1994                       1995           
                         --------------------------  -------------------------
                         ASSETS LIABILITIES  TOTAL   ASSETS LIABILITIES TOTAL 
                         ------ ----------- -------  ------ ----------- ------
                                                                              
Fixed assets............ $  --    $(2,765)  $(2,765) $1,159    $ --     $1,159
Accrued expenses........  1,469       --      1,469   1,504      --      1,504
Other, net..............    503       --        503     169      --        169
                         ------   -------   -------  ------    -----    ------
Total deferred income                                                         
 taxes.................. $1,972   $(2,765)  $  (793) $2,832    $ --     $2,832
                         ======   =======   =======  ======    =====    ======

No valuation allowance has been provided for deferred tax assets because    
management believes that it is more likely than not that the full amount of     
the net deferred tax assets will be realized in the future.                     

The Internal Revenue Service has assessed The Limited for additional taxes  
and interest for the years 1989-1992. The portion of the assessment relating    
to the Company was based on treatment of construction allowances. Although The  
Limited made a deposit to mitigate further interest being assessed, the         
Company strongly disagrees with the assessment and is vigorously contesting     
the matter. Management believes resolution of this matter will not have a       
material adverse effect on the Company's results of operations or financial     
condition. The Limited has allocated a portion of the deposit to the Company    
which is included in deferred tax assets.                                       

9. LONG-TERM MIRROR NOTE (UNAUDITED)                                            

Long-term mirror note consists of an unsecured note in the amount of $50    
million that matures May 15, 2002, and bears interest at 7.80% per annum. The   
note was distributed by Abercrombie & Fitch's operating subsidiary to The       
Limited on July 2, 1996. The interest rate and maturity of the note parallels   
that of corresponding debt of The Limited. The note is to be automatically      
prepaid concurrently with any prepayment of the corresponding debt of The       
Limited. The note is not subject to early redemption by The Limited.            

10. RELATED PARTY TRANSACTIONS                                                  

Transactions between the Abercrombie & Fitch Business, The Limited, and its 
subsidiaries and affiliates, commonly occur in the normal course of business    
and principally consist of the following:                                       

Merchandise purchases                                                   
Real estate management and leasing                                      
Capital expenditures                                                    
Inbound and outbound shipping                                           
Corporate services                                                      

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

Information with regard to these transactions is as follows:                

Significant purchases are made from Mast, a wholly owned subsidiary of The  
Limited. Purchases are also made from Gryphon, an indirect subsidiary of The    
Limited. Mast is a contract manufacturer and apparel importer while Gryphon is  
a developer of fragrance and personal care products and also a contract         
manufacturer. Prices are negotiated on a competitive basis by merchants of the  
Abercrombie & Fitch Business with Mast, Gryphon and the manufacturers.          

The Abercrombie & Fitch Business' real estate operations, including all     
aspects of lease negotiations and ongoing dealings with landlords and           
developers, are handled centrally by the real estate division of The Limited    
("Real Estate Division"). Real Estate Division expenses are allocated to the    
Abercrombie & Fitch Business based on a combination of new and remodeled store  
construction projects and open selling square feet.                             

The Abercrombie & Fitch Business' store design and construction operations  
are coordinated centrally by the store planning division of The Limited         
("Store Planning Division"). The Store Planning Division facilitates the        
design and construction of the stores and upon completion transfers the stores  
to the Abercrombie & Fitch Business at actual cost. Store Planning Division     
expenses are charged to the Abercrombie & Fitch Business based on a             
combination of new and remodeled store construction projects and open selling   
square feet.                                                                    

The Abercrombie & Fitch Business' inbound and outbound freight is managed   
centrally by Limited Distribution Services ("LDS"), a wholly owned subsidiary   
of The Limited. Inbound freight is charged to the Abercrombie & Fitch Business  
based on actual receipts, which is in turn charged back to Abercrombie &        
Fitch's FOB Columbus suppliers. Outbound freight is charged on percentage of    
cartons shipped.                                                                

The Limited provides certain services to the Abercrombie & Fitch Business   
including, among other things, certain tax, treasury, legal, corporate          
secretary, accounting, auditing, corporate development, risk management,        
associate benefit plan administration, human resource and compensation,         
government affairs and public relation services. Identifiable costs are         
charged directly to the Abercrombie & Fitch Business. Aircraft costs are        
charged based on usage and, effective January 29, 1995, include minimum usage   
charges. All other services-related costs not specifically attributable to an   
operating business have been allocated to the Abercrombie & Fitch Business      
based upon a percentage of sales.                                               

The Abercrombie & Fitch Business participates in The Limited's centralized  
cash management system. Under this system, cash received from The Abercrombie   
& Fitch Business' operations is transferred to The Limited's centralized cash   
accounts and cash disbursements are funded from the centralized cash accounts   
on a daily basis. For all periods presented intercompany transactions have      
been reported as financing activities in the accompanying consolidated          
statements of cash flows. Effective July 11, 1996, the intercompany accounts    
became an interest earning asset (interest bearing liability).                  

The Abercrombie & Fitch Business is charged rent expense, common area       
maintenance charges and utilities for stores shared with other consolidated     
subsidiaries of The Limited. The charges are based on square footage and        
represent the proportionate share of the underlying leases with third parties.  

The Abercrombie & Fitch Business is also charged rent expense and utilities 
for the distribution and home office space occupied (which approximates fair    
market value).                                                                  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

The Abercrombie & Fitch Business and The Limited plan to enter into         
intercompany agreements in connection with the Offerings pursuant to which The  
Limited will continue to provide the services on similar terms as those         
described above. The prices charged to the Company for services provided under  
these agreements may be higher or lower than prices that may be charged by      
third parties. It is not practicable therefore, to estimate what these costs    
would be if The Limited were not providing these services and the Abercrombie   
& Fitch Business was required to purchase these services from outsiders or      
develop internal expertise. Management believes the charges and allocations     
described above are fair and reasonable.                                        

The following table summarizes the related party transactions between the   
Abercrombie & Fitch Business and The Limited and its other wholly owned         
subsidiaries, for the periods indicated (thousands):                            

                                                                [Download Table]

                                                                    TWENTY-SIX 
                                         FISCAL YEAR ENDED          WEEKS ENDED
                                ----------------------------------- -----------
                                JANUARY 29, JANUARY 28, FEBRUARY 3,  AUGUST 3, 
                                   1994        1995        1996        1996    
                                ----------- ----------- ----------- -----------
                                                                    (UNAUDITED)
                                                                               
Mast and Gryphon purchases....    $11,019     $25,325     $35,167     $23,178  
Capital expenditures..........      4,139      10,519      20,280       2,117  
Inbound and outbound freight..        646       2,153       2,869       1,618  
Corporate charges.............      2,086       2,865       4,019       1,704  
Store leases and other occu-                                                   
 pancy........................        289         380       1,397         747  
Distribution center, MIS and                                                   
 home office expense..........      1,566       1,676       2,564       1,417  
Centrally managed benefits....      1,239       1,289       2,417       1,722  
Interest charges..............        --          --          --          342  
                                  -------     -------     -------     -------  
                                  $20,984     $44,207     $68,713     $32,845  
                                  =======     =======     =======     =======  

The following is a summary of the activity in the long-term intercompany    
debt account (thousands):                                                       

                                                                [Download Table]

                                                                    TWENTY-SIX 
                                         FISCAL YEAR ENDED          WEEKS ENDED
                                ----------------------------------- -----------
                                JANUARY 29, JANUARY 28, FEBRUARY 3,  AUGUST 3, 
                                   1994        1995        1996        1996    
                                ----------- ----------- ----------- -----------
                                                                    (UNAUDITED)
                                                                               
Beginning balance.............   $ 97,284    $ 80,084    $ 74,101    $ 86,045  
Transactions with related par-                                                 
 ties.........................     20,984      44,207      68,713      32,845  
Centralized cash management...    (36,784)    (50,990)    (64,269)    (16,417) 
Settlement of current period                                                   
 income taxes.................     (1,400)        800       7,500       5,700  
Payment to The Limited........        --          --          --      (91,000) 
Conversion to Working Capital                                                  
 Note.........................        --          --          --       (8,616) 
                                 --------    --------    --------    --------  
Ending balance................   $ 80,084    $ 74,101    $ 86,045    $  8,557  
                                 ========    ========    ========    ========  

The Company has no arrangements with The Limited which result in the        
Company's guarantee, pledge of assets or stock to provide security for The      
Limited's debt obligations.                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

11. SHAREHOLDER'S EQUITY (DEFICIT)                                              

A reconciliation of shareholder's equity (deficit) follows (thousands):     

                                                                [Download Table]

                                                                    TWENTY-SIX 
                                         FISCAL YEAR ENDED          WEEKS ENDED
                                ----------------------------------- -----------
                                JANUARY 29, JANUARY 28, FEBRUARY 3,  AUGUST 3, 
                                   1994        1995        1996        1996    
                                ----------- ----------- ----------- -----------
                                                                    (UNAUDITED)
                                                                               
Beginning balance.............   $(42,877)   $(45,341)   $(37,070)   $ (22,622)
Net income (loss).............     (2,464)      8,251      14,298          175 
Dividend paid to parent.......        --          --          --       (27,000)
Transfer of equity to debt....        --          --          --       (82,000)
Other changes in shareholder's                                                 
 equity.......................        --           20         150          --  
                                 --------    --------    --------    --------- 
Ending balance................   $(45,341)   $(37,070)   $(22,622)   $(131,447)
                                 ========    ========    ========    ========= 

12. RETIREMENT BENEFITS (THOUSANDS)                                             

The Abercrombie & Fitch Business participated in a defined contribution     
retirement plan sponsored by The Limited. Participation in this plan is         
available to all associates who have completed 1,000 or more hours of service   
with the Abercrombie & Fitch Business during certain 12 month periods and       
attained the age of 21. The Abercrombie & Fitch Business' contributions to      
this plan are based on a percentage of the associates' annual compensation.     
The cost of this plan was $257 in 1993, $343 in 1994 and $549 in 1995.          

13. EMPLOYEE BENEFITS (THOUSANDS)                                               

Officers and key employees were granted options to participate in The       
Limited's stock option and restricted stock plans. Compensation expense         
related to these awards has been reflected in the financial statements and      
amounted to $26 in 1993, $224 in 1994 and $437 in 1995.                         

It is anticipated that prior to the consummation of the Offerings,          
Abercrombie & Fitch Co. will establish a stock option plan for officers and     
key associates. The stock plan provides for awards with respect to a maximum    
of 3,500,000 shares of Class A Common Stock during the term of the Stock plan.  
No associate may be granted in any calendar year awards covering more than      
400,000 shares of Class A Common Stock.                                         

The Company may grant awards to eligible associates in a number of forms,   
including: (i) incentive stock options; (ii) nonstatutory stock options; (iii)  
stock appreciation rights; and (iv) restricted shares.                          

Effective upon the consummation of the Offerings, it is expected that       
certain executive officers and non-executive officer associates will receive    
options to purchase an aggregate of up to 220,000 shares of the Company's       
Class A Common Stock under the stock plan. Certain of these options will be     
composed of three equal tranches which will vest generally in four equal        
annual installments commencing on the first, second and third anniversaries of  
February 9, 1996. The remaining options would vest in annual increments of 25%  
commencing on various dates beginning with the first anniversary of the         
original grant date. The exercise price of these options will be equal to the   
initial public offering price of the Class A Common Stock to the public.        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

In addition, in consideration for the cancellation of certain previously    
granted restricted shares of The Limited's common stock, it is expected that    
certain executive officers and non-executive officer associates will be         
granted, effective upon the consummation of the Offerings, an aggregate of      
49,500 restricted shares of the Company's Class A Common Stock under the stock  
plan. These restricted shares would vest on the fifth anniversary of such       
consummation.                                                                   

14. LEGAL MATTERS                                                               

There are various claims, lawsuits and pending actions against the          
Abercrombie & Fitch Business incident to the operations of its business. It is  
the opinion of management that the ultimate resolution of these matters will    
not have a material effect on the Abercrombie & Fitch Business' results of      
operations or financial position.                                               

15. QUARTERLY FINANCIAL DATA (UNAUDITED) (THOUSANDS)                            

                                                                [Download Table]

                                               FIRST   SECOND    THIRD   FOURTH 
                                              -------  -------  ------- --------
                                                                                
1994 Quarter                                                                    
Net sales.................................... $23,399  $29,045  $38,584 $ 74,435
Gross income.................................   5,643    8,285   11,815   31,077
Net income (loss)............................  (1,225)    (530)     466    9,540

                                               FIRST   SECOND    THIRD   FOURTH 
                                              -------  -------  ------- --------
                                                                                
1995 Quarter                                                                    
Net sales.................................... $33,377  $38,668  $57,222 $106,392
Gross income.................................   8,428   12,023   19,503   39,840
Net income (loss)............................  (1,169)     250    2,583   12,634

16. SUBSEQUENT EVENTS (UNAUDITED)                                               

Subsequent to February 3, 1996, Abercrombie & Fitch Co. was incorporated and
The Limited contributed the stock of Abercrombie & Fitch Holdings, the parent   
company of the Abercrombie & Fitch Business, and A&F Trademark, Inc. to         
Abercrombie & Fitch Co. effective July 15, 1996.                                

The historical balance sheet as of August 3, 1996 reflects the following    
transactions:                                                                   

(1) Borrowings by the Abercrombie & Fitch Business of $150 million under
the credit agreement on July 2, 1996.                                       

 (2) Transfer of the Trademark Obligations to The Limited in the amount of
$32 million.                                                                

 (3) Distribution to The Limited of the $50 million long-term Mirror Note,
which is an unsecured note in the amount of $50 million that matures May    
15, 2002 and bears interest at 7.8% per annum. The note was distributed by  
Abercrombie & Fitch's operating subsidiary to The Limited on July 2, 1996.  
The interest rate and maturity of the note parallels certain debt of The    
Limited and will be automatically prepaid concurrently with any prepayment  
of the corresponding debt of The Limited. The note is not subject to early  
redemption by The Limited.                                                  

(4) Payment of the $32 million Trademark Obligations, payment of $91    
million of intercompany debt owed to The Limited and a $27 million dividend 
to The Limited.                                                             

(5) Conversion of $8.6 million of intercompany debt into the Working    
Capital Note.                                                               

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UNDERWRITING  

Subject to the terms and conditions of the Underwriting Agreement, the      
Company has agreed to sell to each of the U.S. Underwriters named below, and    
each of such U.S. Underwriters, for whom Goldman, Sachs & Co., Lazard Freres &  
Co. LLC, Montgomery Securities and J.P. Morgan Securities Inc. are acting as    
representatives (the "Representatives of the Underwriters"), has severally      
agreed to purchase from the Company, the respective number of shares of Class   
A Common Stock set forth opposite its name below:                               

                                                                [Download Table]

                                                           NUMBER OF SHARES OF 
   U.S. UNDERWRITER                                        CLASS A COMMON STOCK
   ----------------                                        --------------------
                                                                               
Goldman, Sachs & Co. .....................................        828,750      
Lazard Freres & Co. LLC...................................        828,750      
Montgomery Securities.....................................        828,750      
J.P. Morgan Securities Inc. ..............................        828,750      
Bear, Stearns & Co. Inc. .................................         85,000      
Black & Company, Inc. ....................................         40,000      
William Blair & Company, L.L.C. ..........................         70,000      
Alex. Brown & Sons Incorporated...........................         85,000      
The Buckingham Research Group, Incorporated...............         40,000      
CS First Boston Corporation...............................         85,000      
Chase Securities Inc. ....................................         85,000      
The Chicago Corporation...................................         70,000      
Citicorp Securities, Inc. ................................         85,000      
Deutsche Morgan Grenfell / C.J. Lawrence Inc. ............         85,000      
Dillon, Read & Co. Inc. ..................................         85,000      
Donaldson, Lufkin & Jenrette Securities Corporation.......         85,000      
Furman Selz LLC...........................................         70,000      
Gerard Klauer Mattison & Co., LLC.........................         40,000      
Gruntal & Co., Incorporated...............................         40,000      
HSBC Securities Inc. .....................................         85,000      
J.J.B. Hilliard, W.L. Lyons, Inc. ........................         40,000      
Legg Mason Wood Walker Incorporated.......................         70,000      
McDonald & Company Securities, Inc. ......................         70,000      
Merrill Lynch, Pierce, Fenner & Smith Incorporated........         85,000      
Morgan Stanley & Co. Incorporated.........................         85,000      
NatCity Investments, Inc. ................................         40,000      
The Ohio Company..........................................         70,000      
Oppenheimer & Co., Inc. ..................................         85,000      
Prudential Securities Incorporated........................         85,000      
Raymond James & Associates, Inc. .........................         70,000      
Robertson, Stephens & Company LLC. .......................         85,000      
Rodman & Renshaw, Inc. ...................................         40,000      
Salomon Brothers Inc .....................................         85,000      
Schroder Wertheim & Co. Incorporated......................         85,000      
Stephens Inc. ............................................         70,000      
UBS Securities LLC........................................         85,000      
                                                                ---------      
  Total...................................................      5,600,000      
                                                                =========      

Under the terms and conditions of the Underwriting Agreement, the U.S.      
Underwriters are committed to take and pay for all of the shares offered        
hereby, if any are taken.                                                       

The Underwriters propose to offer the shares of Class A Common Stock in part
directly to the public at the initial public offering price set forth on the    
cover page of this Prospectus and in part to certain securities dealers at      
such price less a concession of $.60 per share. The U.S. Underwriters may       
allow, and such dealers may reallow, a concession not in excess of $.10 per     
share to certain brokers and dealers. After the shares of Class A Common Stock  
are released for sale to the public, the offering price and the other selling   
terms may from time to time be varied by the Representatives of the             
Underwriters.                                                                   

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The Company has entered into an underwriting agreement (the "International  
Underwriting Agreement") with the underwriters of the International Offering    
(the "International Underwriters") providing for the concurrent offer and sale  
of 1,400,000 shares of Class A Common Stock in an International Offering        
outside the United States. The initial public offering price and aggregate      
underwriting discounts and commissions per share for the Offerings are          
identical. The closing of the offering made hereby is a condition to the        
closing of the International Offering, and vice versa. The representatives of   
the International Underwriters are Goldman Sachs International, Lazard Capital  
Markets, Montgomery Securities and J.P. Morgan Securities Ltd.                  

Pursuant to the agreement between the U.S. and International Underwriting   
Syndicates (the "Agreement Between") relating to the Offerings, each of the     
U.S. Underwriters named herein has agreed that, as a part of the distribution   
of the shares offered as a part of the U.S. Offering and subject to certain     
exceptions, it will offer, sell or deliver the shares of Class A Common Stock,  
directly or indirectly, only in the United States of America (including the     
States and the District of Columbia), its territories, its possessions and      
other areas subject to its jurisdiction (the "United States") and to U.S.       
persons, which term shall mean, for purposes of this paragraph: (i) any         
individual who is a resident of the United States or (ii) any corporation,      
partnership or other entity organized in or under the laws of the United        
States or any political subdivision thereof and whose office most directly      
involved with the purchase is located in the United States. Each of the         
International Underwriters has agreed or will agree pursuant to the Agreement   
Between that, as a part of the distribution of the shares offered as a part of  
the International Offering, and subject to certain exceptions, it will (i)      
not, directly or indirectly, offer, sell or deliver shares of Class A Common    
Stock (a) in the United States or to any U.S. persons or (b) to any person who  
it believes intends to reoffer, resell or deliver the shares in the United      
States or to any U.S. persons, and (ii) cause any dealer to whom it may sell    
such shares at any concession to agree to observe a similar restriction.        

Pursuant to the Agreement Between, sales may be made between the U.S.       
Underwriters and the International Underwriters of such number of shares of     
Class A Common Stock as may be mutually agreed. The price of any shares so      
sold shall be the initial public offering price, less an amount not greater     
than the selling concession.                                                    

The Company has granted the U.S. Underwriters an option exercisable for 30  
days after the date of this Prospectus to purchase up to an aggregate of        
840,000 additional shares of Class A Common Stock solely to cover over-         
allotments, if any. If the U.S. Underwriters exercise their over-allotment      
option, the U.S. Underwriters have severally agreed, subject to certain         
conditions, to purchase approximately the same percentage thereof that the      
number of shares to be purchased by each of them, as shown in the foregoing     
table, bears to the 5,600,000 shares of Class A Common Stock offered hereby.    
The Company has granted the International Underwriters a similar option         
exercisable for up to an aggregate of 210,000 additional shares of Class A      
Common Stock.                                                                   

The Company and The Limited have agreed that, during the period beginning   
from the date of this Prospectus and continuing to and including the date 180   
days after the date of this Prospectus, they will not offer, sell, contract to  
sell or otherwise dispose of, except as provided in the U.S. Underwriting       
Agreement and the International Underwriting Agreement, any securities of the   
Company that are substantially similar to the shares of Class A Common Stock,   
including but not limited to any securities that are convertible into or        
exchangeable for, or that represent the right to receive, shares of Class A     
Common Stock or any such substantially similar securities (other than any       
issuances or sales of any of the foregoing securities (i) in connection with    
the acquisition of or merger with any other corporation or other entity or the  
acquisition of any assets or properties thereof provided that, prior to the     
issuance of such securities, the Company shall obtain and deliver to the        
Underwriters executed copies of an agreement from any such corporation or       
entity substantially to the effect set forth in the Underwriting Agreement in   
form satisfactory to the Representatives, (ii) pursuant to employee stock       
option, or other employee benefit plans existing on the date of the             
Underwriting Agreement or (iii) to The Limited or its                           

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subsidiaries in accordance with the terms of the Corporate Agreement between    
the Company and The Limited or its subsidiaries) without the prior written      
consent of the Representatives.                                                 

The Representatives of the Underwriters have informed the Company that they 
do not expect sales to accounts over which they exercise discretionary          
authority to exceed five percent of the total number of shares of Class A       
Common Stock offered by them.                                                   

The Underwriters have reserved for sale, at the initial public offering     
price, 350,000 shares of Class A Common Stock for associates and directors of   
the Company and certain other businesses operated by The Limited who have       
expressed an interest in purchasing such shares of Class A Common Stock in the  
Offerings. It is expected that such associates will purchase, in the            
aggregate, less than 5% of the Class A Common Stock offered in the Offerings.   
The number of shares available for sale to the general public in the Offerings  
will be reduced to the extent such persons purchase such reserved shares. Any   
reserved shares not so purchased will be offered by the Underwriters to the     
general public on the same basis as the other shares offered hereby.            

Prior to the Offerings, there has been no public market for the shares of   
Class A Common Stock. The initial public offering price was negotiated between  
the Company and the Representatives of the U.S. Underwriters and the            
International Underwriters. Among the factors considered in determining the     
initial public offering price of the Class A Common Stock, in addition to       
prevailing market conditions, are the Company's historical performance,         
estimates of the business potential and earnings prospects of the Company, an   
assessment of the Company's management and the consideration of the above       
factors in relation to market valuation of companies in related businesses.     

This Prospectus may be used by underwriters and dealers in connection with  
offers and sales of Class A Common Stock, including shares initially sold in    
the International Offering, to persons located in the United States.            

The Class A Common Stock has been approved for listing on the New York Stock
Exchange under the symbol ANF, subject to official notice of issuance. In       
order to meet one of the requirements for listing the Class A Common Stock on   
the New York Stock Exchange, the U.S. Underwriters will undertake to sell lots  
of 100 or more shares to a minimum of 2,000 beneficial holders.                 

The Company has agreed to indemnify the several U.S. Underwriters against   
certain liabilities, including liabilities under the Securities Act.            

Certain of the Underwriters have provided from time to time, and expect to  
provide in the future, investment banking services to The Limited, the Company  
and their subsidiaries, for which such Underwriters have received and will      
receive customary fees and commissions. In addition, from time to time, in the  
ordinary course of their respective businesses, certain of the Underwriters     
and certain of their affiliates engage and may in the future engage in          
investment banking and commercial banking transactions with The Limited and     
certain of its affiliates. Morgan Guaranty Trust Company of New York ("MGT"),   
an affiliate of J.P. Morgan Securities Inc., is the agent bank on The           
Limited's $1 billion Revolving Credit Facility maturing December 14, 2000 and   
a lender under the Credit Agreement. The Chase Manhattan Bank, an affiliate of  
Chase Securities Inc., one of the Underwriters, is the agent under the Credit   
Agreement. As lenders under the Credit Agreement, MGT and The Chase Manhattan   
Bank will receive in excess of 10% of the net proceeds of the Offerings. See    
"Use of Proceeds". Accordingly, this offering will be conducted in accordance   
with Rule 2710(c)(8) of the National Association of Securities Dealers, Inc.    
("NASD") which requires that the public offering price of an equity security    
be no higher than the price recommended by a "qualified independent             
underwriter" meeting the requirements of NASD Rule 2720(b)(15) which has        
participated in the preparation of the registration statement and performed     
its usual standard of due diligence with respect thereto. Goldman, Sachs & Co.  
has agreed to act as "qualified independent underwriter" for the Offerings,     
and the public offering price of the Class A Common Stock will be no higher     
than the price recommended by Goldman, Sachs & Co.                              

U-3 

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,   
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-  
THORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITA- 
TION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT    
RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURI- 
TIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SALE IS UNLAWFUL. NEITHER THE  
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-   
CUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS 
OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN   
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.                               

----------- 

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Available Information......................................................   2 
Prospectus Summary.........................................................   3 
Risk Factors...............................................................  12 
Use of Proceeds............................................................  18 
Dividends..................................................................  18 
Dilution...................................................................  19 
Capitalization.............................................................  20 
Pro Forma Consolidated Financial Statements................................  21 
Selected Financial Data....................................................  27 
Management's Discussion and                                                     
 Analysis of Financial Condition                                                
 and Results of Operations.................................................  29 
Business...................................................................  35 
Relationship with The Limited..............................................  47 
Management.................................................................  52 
Executive Compensation.....................................................  54 
Principal Shareholder......................................................  62 
Shares Eligible for Future Sale............................................  62 
Description of Capital Stock...............................................  64 
Description of Certain Indebtedness........................................  70 
Certain United States Tax Consequences to Non-United States Holders........  71 
Legal Matters..............................................................  73 
Experts....................................................................  73 
Index to Consolidated Financial Statements................................. F-1 
Underwriting............................................................... U-1 

----------- 

THROUGH AND INCLUDING OCTOBER 20, 1996 (THE 25TH DAY AFTER THE DATE OF THIS   
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK,    
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A 
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PRO-  
SPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS 
OR SUBSCRIPTIONS.                                                               

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7,000,000 SHARES

ABERCROMBIE & FITCH 

CLASS A COMMON STOCK

(PAR VALUE $0.01 PER SHARE) 

----------- 

PROSPECTUS

----------- 

GOLDMAN, SACHS & CO.

LAZARD FRERES & CO. LLC 

MONTGOMERY SECURITIES 

J.P. MORGAN & CO. 

REPRESENTATIVES OF THE UNDERWRITERS 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		1/1/05		42
		5/15/02		10		92
		6/30/01		19		86
		2/2/01		56
		12/14/00		95
		3/1/99		56
		2/1/99		57
		2/1/98		57
		12/31/97		72
		7/1/97		18
		6/30/97		71
		2/1/97		57					10-K,  10-K/A
		1/31/97		10		71
		10/20/96		97
		10/1/96		1
Filed on:		9/26/96
		9/25/96		1
		8/21/96		39		50
		8/3/96		10		92
		7/15/96		21		92
		7/11/96		34		89
		7/2/96		21		92
		6/26/96		4		78
		4/15/96		72
		3/18/96		63
		2/9/96		56		91
		2/3/96		4		92
		2/2/96		56		58
		2/1/96		57		58
		10/28/95		33		85
		7/29/95		11		88
		2/28/95		58
		1/29/95		89
		1/28/95		74		88
		12/8/94		42
		3/1/94		56
		1/29/94		83
		2/3/93		31
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