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                                                                   EXHIBIT 10.11
                                                                   -------------

                                   REPLACEMENT
                                   -----------
                                 PROMISSORY NOTE
                                 ---------------

$4,817,146.00                                    MAY 18, 2001



                  FOR VALUE RECEIVED, the undersigned, Michael S. Jeffries,
promises to pay to the order of Abercrombie & Fitch Co., a Delaware corporation,
the principal sum of Four Million, Eight Hundred Seventeen Thousand, One Hundred
Forty-Six Dollars ($4,817,146.00), without interest. Said principal and all
accrued interest thereon, if any (see below), shall be payable in full on
December 31, 2001. Notwithstanding anything contained herein to the contrary, if
Abercrombie & Fitch Co. does not record net sales of at least Six Hundred
Fifty-Two Thousand, Four Hundred Sixty-Eight Dollars ($652,468,000.00) during
the period from May 6, 2001 through November 3, 2001, the principal due and
owing under this Note shall bear interest from the date hereof at the rate of
four and one-half percent (4.5%) per annum.

                  The undersigned reserves the privilege of prepaying all or a
portion of the principal balance hereof at any time without penalty.

                  All persons now or hereafter liable for the principal amount
due on this Note or any part hereof do expressly waive presentment for payment,
notice of dishonor, protest and notice of protest and agree that the time for
the payment of this Note may be extended without releasing or otherwise
affecting their liability on this Note, or any other security agreements or
guarantees, if any, securing this Note.

                  This Note was signed at New Albany, Ohio and shall be
construed in accordance with and governed by the provisions of the laws of the
State of Ohio. Any failure of Abercrombie & Fitch Co. or the legal holder hereof
to exercise any option herein provided upon default shall not constitute a
waiver of the right to exercise such option in the event of any continuing or
subsequent default. The undersigned hereby agrees that the maturity of all or
any part of the indebtedness evidenced hereby may be postponed or extended
without prejudice to his liability on this Promissory Note.

                  If any provision of this Note is illegal, or hereafter
rendered illegal, or is for any other reason void, voidable or otherwise
unenforceable or invalid, or hereafter rendered void, voidable or otherwise
unenforceable or invalid, the remainder of this Note shall not be affected by,
but shall be construed as if it does not contain such provision.

                  This Replacement Note constitutes a replacement of, and
substitute for, the Promissory Note, dated as of August 28, 2000, executed by
the undersigned and payable to the order of Abercrombie & Fitch Co. in the
principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00)
(the "Original Note").

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                  Upon the undersigned's execution of this Replacement Note,
Abercrombie & Fitch Co. shall mark the Original Note "Cancelled".


                                       /S/ Michael S. Jeffries
                                       ------------------------------
                                       Michael S. Jeffries