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                                                                     EXHIBIT 5.1



             [LETTERHEAD OF VORYS, SATER, SEYMOUR AND PEASE LLP]




                                (614) 464-6400

                                July 30, 1998


Abercrombie & Fitch Co.
Four Limited Parkway East
Reynoldsburg, OH  43068

      Re:  Form S-8 Registration Statement under the Securities Act of 1933 for
           Additional Shares of Class A Common Stock to be Made Available under 
           the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate
           Directors (1998 Restatement) and the Abercrombie & Fitch Co. 1996
           Stock Option and Performance Incentive Plan (1998 Restatement)

Ladies and Gentlemen:

     We 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 an additional 2,100,000 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 (1998 Restatement) and
the Abercrombie & Fitch Co. 1996 Stock Option and Performance Incentive Plan
(1998 Restatement) (collectively, the "Plans"), which Common Stock is being
registered under the Securities Act of 1933 (the "Act") on a Registration
Statement on Form S-8 (the "Registration Statement").

     This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K of the General Rules and Regulations
promulgated under the Act (the "Rules and Regulations").

     In connection with the preparation of this opinion, we have examined an
original or copy of and have relied upon the accuracy of, without independent
verification or investigation:

    (1)    The Registration Statement filed with the Securities and Exchange 
           Commission through the EDGAR system under the Act on the date hereof.



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Abercrombie & Fitch Co.
July 30, 1998
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    (2)    The Amended and Restated Certificate of Incorporation and the 
           Amended and Restated Bylaws of the Company, each as currently in
           effect.

    (3)    The Plans.

    (4)    Certain proceedings of the directors and of the stockholders of the 
           Company.

    (5)    Such other records, documents or instruments as in our judgment are 
           necessary or appropriate to enable us to render the opinions herein.

     In our examinations and in rendering the opinion set forth below, we have
assumed, without independent investigation or examination, (a) the genuineness
of all signatures, the authenticity and completeness of all documents submitted
to us as copies and the authenticity of such originals of such latter
documents; and (b) that the final, executed copy of each document submitted to
us in draft form will not differ in any material respect from the draft form of
such document submitted to us.  As to the facts material to our opinion
expressed herein which were not independently established or verified, we have
relied upon oral or written statements and representations of officers and
other representatives of the Company.

     Based upon and subject to the foregoing, and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that the additional 2,100,000 shares of Common Stock to be issued under the
terms of the Plans are duly authorized and, when issued in accordance with the
terms and conditions of the Plans, will be validly issued, fully paid and
nonassessable.

     This opinion is furnished by us solely for the benefit of the Company in
connection with the offering of the securities of the Company pursuant to the
Plans and the filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.

     We are members of the Bar of the State of Ohio and do not purport to be
experts in the laws of any jurisdiction other than the laws of the State of
Ohio and the United States of America; except that for purposes of this
opinion, we have reviewed the General Corporation Law of the State of Delaware. 

     We hereby consent to the filing of this opinion as Exhibits 5.1 and 23.2
to the Registration Statement and to the reference to us in the Registration
Statement.  By giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations.

                                Very truly yours,


                                VORYS, SATER, SEYMOUR AND PEASE LLP