Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2004

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

   Delaware                      1-12107                       31-1469076
---------------              ----------------                --------------
(State or other              (Commission File                 (IRS Employer
jurisdiction of                  Number)                   Identification No.)

                     6301 Fitch Path, New Albany, Ohio 43054
               (Address of principal executive offices) (Zip Code)

                                 (614) 283-6500
              (Registrant's telephone number, including area code)

                                 Not Applicable
                         (Former name or former address,
                          if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

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

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

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

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

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

         On September 17, 2004, Abercrombie & Fitch Co. (the "Company") issued a
news release reporting that it had been notified of an unsolicited "mini-tender"
offer by TRC Capital Corporation, a private Canadian investment company ("TRC
Capital"), and that the Company does not recommend or endorse this offer. A copy
of this news release is furnished as Exhibit 99 and is incorporated herein by

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

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


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       ABERCROMBIE & FITCH CO.

Dated:  September 17, 2004             By: /s/ Susan J. Riley
                                          Susan J. Riley
                                          Senior Vice President-Chief
                                          Financial Officer

                                INDEX TO EXHIBITS

                           Current Report on Form 8-K
                            Dated September 17, 2004

                             Abercrombie & Fitch Co.

No.         Description
-------     -----------
   99       News Release issued by Abercrombie & Fitch Co. on September 17, 2004