CODE OF BUSINESS CONDUCT AND ETHICS



OVERVIEW



Success in personal or business relationships requires conduct dictated by four

basic principles: honesty, integrity, intellect and compassion. While deviation

from these principles sometimes appears to produce benefits, these benefits are

generally short lived and lead to long term damaging results.



It is the policy of Abercrombie & Fitch Co. ("A&F") and its operating

subsidiaries (the "Company") to adhere to the highest standards of integrity and

to apply these standards fairly and consistently in every area of the business

throughout the world. Every associate, including every officer and director

(collectively "associates"), shares an obligation to protect and strengthen the

reputation of the business in all relationships with customers, associates,

suppliers, competitors, investors, and governmental agencies.



Each associate is commissioned by the Company to diligently perform assigned

processes and work. These duties will involve business relationships with

individuals both inside and outside the Company, and with other companies and

organizations. In performing their duties, associates must act in accordance

with the law, fully considering the Company's rights, interests and ethical

responsibilities. It is prudent for each associate to protect his or her own

good reputation and also that of the Company, and to avoid transactions or

situations in which his or her own interests conflict, or could be construed to

conflict, with those of the Company.



It is not possible to cover all situations to which this Code of Business

Conduct and Ethics (the "Code") applies. Consequently, all associates may from

time to time encounter situations that require interpretation, and they should

not proceed with any questionable activities until proper clarification is

received. Any questions regarding the interpretation of laws, rules or

regulations as they apply to the operations of the Company should be referred to

the Vice President, Human Resources, the Vice President, Finance, the Chief

Financial Officer or the Chief Operating Officer of A&F for resolution.



This Code has been adopted by the Board of Directors of A&F to demonstrate to

the public and A&F's shareholders the importance that management and the Board

of Directors place on ethical conduct. The Code outlines certain specific areas

where associates should exercise good judgement and, in some cases, caution as

they discharge their decision-making responsibilities as they relate to Company

affairs.



COMPLIANCE WITH LAWS, RULES AND REGULATIONS



Every associate, while acting on behalf of the Company, will comply with all

applicable governmental laws, rules and regulations. Company transactions that

are unusual in nature may require review by outside auditors or counsel before

proceeding.



Officers of the Company will diligently review all foreign, federal, state or

local laws, rules, regulations or administrative procedures that affect the

operation of the business. Compliance will be monitored and detected deviations

will be promptly corrected.



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Merchandise offered for sale by the Company will comply with all known safety

standards. This will not only meet legal requirements but also serve to promote

brand quality. It is expected that all advertising to the public regarding

merchandise quality or pricing will be true and not in anyway intentionally

misleading or deceptive.



Associates responsible for purchasing or producing merchandise will be required

to understand and ensure compliance with applicable laws, rules, regulations and

policies as well as the Company's guidelines for vendor standards and

relationships.



It is expected that the Company and all associates will comply with all computer

software copyright laws. The use of computer software on PC's or other computers

by associates in any manner not specifically authorized by the Company's

guidelines is prohibited.



The Company will adhere to its employment policies of non-discrimination as it

relates to race, color, religion, age, gender, sexual orientation or handicap

and will ensure compliance with all legal and other regulations governing

employment. Management will not tolerate discrimination of any kind among

associates, including sexual or racial harassment.



The Company will fully cooperate with law enforcement authorities to aid in the

investigation and appropriate prosecution of any associated individual(s)

involved in alleged illegal activity.



PAYMENTS TO GOVERNMENTAL OFFICIALS



The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,

directly or indirectly, to foreign governmental officials or foreign political

candidates in order to obtain or retain business. The promise, offer or delivery

to an official or employee of the U.S. government of a gift, favor or other

gratuity is likewise prohibited. State and local governments may have similar

rules.



Associates who may be affected by these laws, rules and regulations must

understand when their actions may violate them and place the Company, as well as

themselves, in jeopardy.



No gift or payment of any questionable, improper, or illegal nature will be

allowed by or on behalf of the Company, directly or indirectly, regardless of

motive, to or for the benefit of any governmental agency, officials, or their

families or associates. Governmental officials include elected or appointed

officials of any foreign or United States federal, state, county, municipal or

other political subdivision, and agencies thereof.

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