EXHIBIT 10.8

                        ABERCROMBIE & FITCH CO.

                       INCENTIVE COMPENSATION PLAN

   The ABERCROMBIE & FITCH CO. Incentive Compensation Plan (the "INCENTIVE
PLAN") is intended to satisfy the applicable provisions of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "CODE"). The Incentive Plan shall
be administered by the Compensation Committee (the "COMMITTEE") of the Board of
Directors of ABERCROMBIE & FITCH CO. (the "COMPANY"). The Committee shall
determine which key executives of the Company with significant operating and
financial responsibility will be eligible to earn seasonal cash incentive
compensation payments to be paid twice each year under the Incentive Plan.
Neither Leslie H. Wexner nor Kenneth B. Gilman are eligible to participate in
the Incentive Plan.
    
   Prior to the beginning of each spring and fall selling season, the Committee
may establish operating income and/or gross margin and/or sales objectives for
the Company. These objectives must assume an increased 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 the
Committee may not use any discretion to modify award results.

   Annual incentive compensation targets may be established for eligible
executives ranging from 10% to 110% of base salary, as established under the
Company's pay guidelines. Executives may earn their target 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 will be based on the level and functional
responsibility of his or her position, size of the business for which the
executive is responsible, and competitive practices, in that order of priority.
The annual incentive compensation targets for the Company's eligible executive
officers required to be named in the Company's proxy statement may range from
40% to 110% of base salary. The amount of incentive compensation paid to
participating executives may 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 or exceeded. The minimum level at which a participating executive
will earn any incentive payment, and the level at which an executive will earn
the maximum incentive payment of double the target, must be established by the
Committee prior to the commencement of each bonus period. Actual payouts must be
based on a straight-line interpolation based          

     
on these minimum and maximum levels and the target operating income and/or gross
margin and/or sales objectives.       

   The maximum dollar amount to be paid for any year under the Incentive Plan to
any participant may not exceed $2,000,000.

                                        2