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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 Option and Performance Incentive Plan

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 3,500,000 shares of the Company's Class A
common stock, par value $.01 per share (the "Common Stock"), under the
Abercrombie & Fitch & Co. 1996 Stock Option and Performance Incentive
Plan (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: Samuel P. Fried
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    Samuel P. Fried
    General Counsel