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                                                            EXHIBIT 5.1

                     [ABERCROMBIE & FITCH CO. LETTERHEAD]

November 8, 1996

Abercrombie & Fitch Co.
Four Limited Parkway
Reynoldsburg, Ohio  43068


Re:  Securities Act of 1993 Form S-8 Registration Statement for the
     Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate Directors

Ladies and Gentlemen:

I have acted as counsel for Abercrombie & Fitch Co., a Delaware corporation
(the "Company"), in connection with the proposed issuance by the Company of up
to 100,000 shares of the Company's Class A common stock, par value $.01 per
share (the "Common Stock"), under the Abercrombie & Fitch & Co. 1996 Stock Plan
for Non-Associate Directors (the "Plan"), which Common Stock is being
registered pursuant to the filing of a Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Act").

I have examined the Certificate of Incorporation of the Company, its Bylaws,
the Plan and such other corporate records, certificates, documents and matters
of law as I have deemed necessary to render this opinion.

Based on the foregoing, I am of the opinion that the shares of Common Stock
issued or to be issued under the terms of the Plan will be duly authorized,
validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 and 23.2 to the
Registration Statement. By giving such consent, I do not admit that I am an
expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder.


Very truly yours,

ABERCROMBIE & FITCH CO.


By:  /s/ Samuel P. Fried
   ----------------------
     Samuel P. Fried
     General Counsel