AMENDMENT NO. 2 TO RIGHTS AGREEMENT

Exhibit 4.1

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

     AMENDMENT NO. 2 dated as of June 11, 2008 to the Rights Agreement dated as of July 16, 1998 (the “ Rights Agreement ”) between Abercrombie & Fitch Co., a Delaware corporation (the “ Company ”), and National City Bank, as Rights Agent (the “ Rights Agent ”).

     WHEREAS, the parties hereto desire to amend the Rights Agreement to extend the Final Expiration Date of the Rights to July 16, 2018;

     WHEREAS, pursuant to Section 27 of the Rights Agreement, on June 11, 2008, the Board of Directors of the Company approved an amendment to the Rights Agreement effective June 11, 2008;

     NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1 . Extension of Final Expiration Date . Section 1 of the Rights Agreement is amended in its entire