FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JEFFRIES MICHAEL S 		2. Issuer Name and Ticker or Trading Symbol

ABERCROMBIE & FITCH CO /DE/ [ ANF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

6301 FITCH PATH 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/19/2008
(Street)

NEW ALBANY, OH 43054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/23/2008 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right   (1) $0   (2) 12/19/2008     A     4000000       1/31/2014   12/19/2015   Class A Common Stock   4000000   $0   4000000   D    

Explanation of Responses:
( 1)  Per the terms of Mr. Jeffries' Employment Agreement dated December 19, 2008, Mr. Jeffries received a grant of 4,000,000 stock appreciation rights to be awarded as follows: 1,600,000 stock appreciation rights on December 19, 2008; 1,200,000 stock appreciation rights on March 2, 2009 and 1,200,000 stock appreciation rights on September 1, 2009.
( 2)  On 12/19/08, 1,600,000 stock appreciation rights were awarded as follows: 800,000 with exercise price of $22.84; 200,000 with exercise price of $27.408; 200,000 with exercise price of $31.976; 200,000 with exercise price of $36.544; and 200,000 with exercise price of $41.112. On 3/2/09, 1,200,000 stock appreciation rights were awarded as follows: 600,000 with exercise price of $20.75; 150,000 with exercise price of $24.90; 150,000 with exercise price of $29.05; 150,000 with exercise price of $33.20; and 150,000 with exercise price of $37.35. On 9/1/09, 1,200,000 stock appreciation rights will be awarded; 600,000 will have an exercise price equal to the fair market value of the Issuer's Class A Common Stock on 9/1/09, the remaining 600,000 will be divided into four equal tranches of 12.5% each, the exercise price for the tranches will be equal to 120%, 140%, 160% and 180%, respectively, of the fair market value of the Issuer's Class A Common Stock on the grant date.

Remarks:
This Form 4 is being amended to revise Footnote (2) to provide specific exercise prices for the March 2, 2009 award of stock appreciation rights.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JEFFRIES MICHAEL S
6301 FITCH PATH
NEW ALBANY, OH 43054 		X
Chairman and CEO

Signatures
Robert J. Tannous, Attorney-in-Fact 3/4/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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