FORM 4                                              OMB APPROVAL
                                                OMB Number:    3235-0287
[ ] Check this box if no longer                 Expires: September 30, 1998
    subject to Section 16. Form 4 or            Estimated average burden
    Form 5 obligations may                      hours per response...0.5
    continue.
    See Instruction 1(b).

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


     Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f)
                      of the Investment Company Act of 1940


1.  Name and Address of Reporting Person*
    The Limited, Inc.
(Last)          (First)           (Middle)

           Three Limited Parkway
                (Street)

Columbus         Ohio              43216
(City)          (State)            (Zip)


2. Issuer Name and Ticker or Trading Symbol

   Abercrombie & Fitch Co. (ANF)


3. IRS or Social Security
   Number of Reporting
   Person (Voluntary)

   31-1029810

4. Statement for
   Month/Year

        April 1998


5. If Amendment
   Date of Original
   (Month/Year)


6. Relationship of Reporting Person(s) to Issuer
          (Check all applicable)
         Director                  X   10% Owner
   ------                        ------

         Officer (give                 Other (specify
   ------        title below)    ------        below)


           ---------------------------------


7. Individual or Joint/Group Filing (Check Applicable
   Line)
    X  Form filed by One Reporting Person
   ---
       Form filed by More than One Reporting Person
   ---



Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned

1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature action action or Disposed of (D) Securities ship of Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect (Instr. 8) Owned at Direct Bene- End of Month (D) or ficial (Month/ (Inst. 3 Indirect Owner- Day/ (A or and 4) (I) ship Year) Code V Amount (D) Price (Instr. 4) (Instr.4) Class A Common Stock 4/14/98 P(1) 600,000 (D) $43.125 43,600,000 (D)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the form is filed by more than one reporting person, see Instruction 4(b)(v). FORM 4 (continued)Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature tive Security sion or action action Deriva- Exer- Amount of of de- ship of (Instr. 3) Exer- Date Code tive cisable of Under- Deriv- rivative Form In- cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct Price Day/ 8) ties Expira- Securi- Security ities rivative Benefi- of Year) Acquired tion ties (Instri. Bene- Secur- cial Deri- (A) or Date (Instr. 5) ficially ity: Owner- vative Disposed (Month/ 3 and Owned Direct(D) ship Secur- of (D) Day/ 4) at End or In- (Instr. ity (Instr. Year) of Month direct.(I) 4) 3, 4 and (Instr. (Instr. 5) 4) 4) Amount or Date Expir- Number Exer- ration of Code V (A) (D) cisable Date Title Shares None.
Explanation of Responses: (1) The reporting person acquired the Class A Common Stock in exchange for cancellation of certain debt owed by the issuer to the reporting person. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. By: /s/ Kenneth B. Gilman May 7, 1998 -------------------------------- ------------------------- **Signature of Reporting Person Date Vice Chairman & Chief Administrative Officer, on behalf of The Limited, Inc. Page 2 SEC 1474 (7-96)