##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    July 29, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number:
    001-31314
  Aéropostale,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

31-1443880(State of
    incorporation)

(I.R.S. Employer Identification
    No.)112 W. 34th Street,
    New York, NY

10120(Address of Principal Executive
    Offices)

(Zip
    Code)   (646) 485-5398
 (Registrants Telephone
    Number, Including Area Code)
   þ o
  Rule 12b-2
 þ o o
  Rule 12b-2).  Yes o þ




---



##### 



AÉROPOSTALE,
    INC.
  TABLE OF
    CONTENTS
  
  PART I 
    FINANCIAL INFORMATION


3Item 1.

Financial
    Statements (unaudited)


3Condensed
    Consolidated Balance Sheets


3Condensed
    Consolidated Statements of Income and Comprehensive
    Income


4Condensed
    Consolidated Statements of Cash Flows


5Notes to Condensed
    Consolidated Financial Statements


6Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


12Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


18Item 4.

Controls and
    Procedures


18PART II 
    OTHER INFORMATION


18Item 1.

Legal
    Proceedings


18Item 1A.

Risk
    Factors


18Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


23Item 3.

Defaults Upon
    Senior Securities


23Item 4.

Submission of
    Matters to a Vote of Security Holders


23Item 5.

Other
    Information


24Item 6.

Exhibits


24SIGNATURES


26EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION Item 1.  Financial
    Statements (unaudited)  AÉROPOSTALE,
    INC.
 CONDENSED
    CONSOLIDATED BALANCE SHEETS

(Unaudited) July 29,


January 28,


July 30,2006


2006


2005(In Thousands)ASSETSCurrent Assets:Cash and cash equivalents

$
117,307


$
205,235


$
127,940Short-term investments


34,117



20,037



14,031Merchandise inventory


154,720



91,908



162,726Tenant allowances receivable


11,099



6,510



11,149Prepaid expenses


12,737



12,314



10,063Prepaid income taxes


3,091







4,097Other current assets


3,088



3,335



2,019Total current assets


336,159



339,339



332,025Fixtures, equipment and
    improvements, net


178,972



160,229



144,509Intangible assets


2,455



2,455



2,529Other assets


1,980



1,928



1,930TOTAL ASSETS

$
519,566


$
503,951


$
480,993LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
99,391


$
57,165


$
108,178Accrued compensation


11,573



10,714



11,693Deferred income taxes


5,195



5,195



893Income taxes payable


1,812



14,159



Accrued expenses


36,060



39,120



27,063Total current liabilities


154,031



126,353



147,827Deferred rent and tenant allowances


88,875



81,499



75,554Retirement benefit plan liability


9,787



8,654



6,840Deferred income taxes


1,977



2,655



1,351Commitments and contingent
    liabilitiesStockholders
    Equity:Preferred stock  par
    value, $0.01 per share; 5,000 shares authorized, no
    shares issued or outstanding










Common stock  par
    value, $0.01 per share; 200,000 shares authorized,
    59,244, 58,598 and 58,558 shares issued and outstanding


595



586



586Additional paid-in capital


96,638



88,213



87,455Accumulated other comprehensive
    loss


(1,557
)


(1,557
)


(817
)Deferred compensation






(2,577
)


(3,364
)Retained earnings


325,055



308,269



240,378Treasury stock at cost (6,379,
    4,548 and 3,134 shares)


(155,835
)


(108,144
)


(74,817
)Total stockholders equity


264,896



284,790



249,421TOTAL LIABILITIES AND
    STOCKHOLDERS EQUITY

$
519,566


$
503,951


$
480,993    3




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##### Table of Contents



AÉROPOSTALE,
    INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
    AND COMPREHENSIVE INCOME

(Unaudited) 13 weeks ended


26 weeks endedJuly 29,


July 30,


July 29,


July 30,2006


2005


2006


2005(In Thousands, Except Per Share Data)Net sales

$
274,624


$
232,770


$
520,916


$
444,444Cost of sales (includes certain
    buying, occupancy and warehousing expenses)


202,048



170,743



377,862



322,646Gross profit


72,576



62,027



143,054



121,798Selling, general and
    administrative expenses


62,222



50,607



120,487



97,044Other income


2,085







2,085



Income from operations


12,439



11,420



24,652



24,754Interest income


1,372



796



2,868



1,581Income before income taxes


13,811



12,216



27,520



26,335Income taxes


5,388



4,767



10,734



10,272Net income and comprehensive income

$
8,423


$
7,449


$
16,786


$
16,063Basic earnings per share

$
0.16


$
0.13


$
0.31


$
0.29Diluted earnings per share

$
0.16


$
0.13


$
0.31


$
0.28Weighted average basic shares


53,627



55,408



54,017



55,408Weighted average diluted shares


54,072



56,367



54,526



56,470    4




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##### Table of Contents



AÉROPOSTALE,
    INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) 26 weeks endedJuly 29,


July 30,2006


2005(In Thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
16,786


$
16,063Adjustments to reconcile net
    income to net cash (used in) provided by operating activities:Depreciation and amortization


13,646



9,490Stock-based compensation


2,874



780Excess tax benefits from stock
    options


(6,882
)


Other


(2,358
)


(1,087
)Changes in operating assets and
    liabilities:Merchandise inventory


(62,812
)


(81,488
)Accounts payable


42,226



63,320Other assets and liabilities


(7,301
)


(6,113
)Net cash (used in) provided by
    operating activities


(3,821
)


965CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of fixtures, equipment
    and improvements


(30,475
)


(31,327
)Purchase of short-term investments


(183,930
)


(101,351
)Proceeds from sale of short-term
    investments


169,850



163,544Net cash (used in) provided by
    investing activities


(44,555
)


30,866CASH FLOWS FROM FINANCING
    ACTIVITIES:Purchase of treasury stock


(47,691
)


(11,191
)Proceed from exercise of stock
    options


1,257



1,172Excess tax benefits from stock
    options


6,882



Net cash used in financing
    activities


(39,552
)


(10,019
)Net (decrease) increase in cash
    and cash equivalents


(87,928
)


21,812Cash and cash equivalents,
    beginning of year


205,235



106,128Cash and cash equivalents, end of
    period

$
117,307


$
127,940Supplemental Disclosure of Cash
    Flow Information:Non-cash operating and investing
    activities

$
3,456


$
    5




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO UNAUDITED CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation  e-commerce www.aeropostale.com Form 10-Q Form 10-Q).
  Rule 10-01 Regulation S-X
  back-to-school Form 10-K
  53-week 52-week
  2.
    Stock
    Based Compensation  Share-Based Payment, a revision of
    SFAS No. 123, Accounting for Stock-Based
    Compensation Accounting
    for Stock Issued to Employees
 6




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
     No. FAS 123R-3 Transition Election Related to Accounting for Tax
    Effects of Share-Based Payment Awards.
          Weighted-Average


AggregateWeighted Average


Remaining


IntrinsicShares


Exercise Price


Contractual Term


Value(In Thousands)





(In Years)


(In Millions)Outstanding as of beginning of year


2,041


$
12.63Granted


299



28.82Exercised


(634
)


1.99






$
17.6Cancelled


(7
)


18.52Outstanding as of July 29,
    2006


1,699


$
19.42



5.78


$
16.2Exercisable as of July 29,
    2006


786


$
12.23



4.51


$
12.7   7




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  Grant-DateShares


Fair Value(In Thousands)Non-vested as of beginning of year


935


$
22.52Granted


299



28.87Vested


(314
)


19.61Cancelled


(7
)


18.52Non-vested as of July 29, 2006


913


$
25.63       Weighted-AverageGrant-DateShares


Fair Value(In thousands)Outstanding as of beginning of year


168


$
28.48Granted


152



28.81Vested


(13
)


31.12Cancelled


(2
)


28.57Outstanding as of July 29,
    2006


305


$
28.53     13 weeks


26 weeksended


endedJuly 30, 2005Net income:As reported

$
7,449


$
16,063Add: Restricted stock
    amortization, net of taxes


272



476Less: Total stock based
    compensation expense determined under the fair value method, net
    of taxes


(708
)


(1,308
)Pro-forma

$
7,013


$
15,231Basic earnings per share:As reported

$
0.13


$
0.29Pro-forma

$
0.13


$
0.27Diluted earnings per share:As reported

$
0.13


$
0.28Pro-forma

$
0.12


$
0.27  8




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
       3.
    Cost of
    Sales and Selling, General and Administrative Expenses      4.
    Recent
    Accounting Developments  Accounting for Uncertainty in Income
    Taxes Accounting for Income
    Taxes.
  5.
    Earnings
    Per Share    13 weeks ended


26 weeks endedJuly 29,


July 30,


July 29,


July 30,2006


2005


2006


2005(In Thousands, Except Per Share Data)Net income

$
8,423


$
7,449


$
16,786


$
16,063Weighted average basic shares


53,627



55,408



54,017



55,408Impact of dilutive securities


445



959



509



1,062Weighted average diluted shares


54,072



56,367



54,526



56,470Earnings per basic share

$
0.16


$
0.13


$
0.31


$
0.29Earnings per diluted share

$
0.16


$
0.13


$
0.31


$
0.28  9




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
     6.
    Revolving
    Credit Facility    7.
    Retirement
    Benefit Plans     10




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
     13 weeks ended


26 weeks endedJuly 29,


July 30,


July 29,


July 30,2006


2005


2006


2005(In Thousands)Service cost

$
123


$
105


$
246


$
210Interest cost


233



183



466



366Amortization of prior service cost


19



18



38



37Amortization of net loss


142



138



284



275Net periodic pension benefit cost

$
517


$
444


$
1,034


$
888       8.
    Stock
    Repurchase Program    9.
    Other
    Income:    10.
    Commitments
    and Contingent Liabilities   11




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Cautionary
    Note Regarding Forward-Looking Statements
  Form 10-Q
  Introduction
  e-commerce e-commerce www.aeropostale.com
  back-to-school Form 10-K
    Overview
  year-to-date year-to-date
 12




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##### Table of Contents



13 weeks ended


26 weeks endedJuly 29,


July 30,


July 29,


July 30,2006


2005


2006


2005Net sales (in millions)

$
274.6


$
232.8


$
520.9


$
444.4Total store count at end of period


726



634



726



634Comparable store sales count at
    end of period


591



477



591



477Net sales growth


18.0
%


19.5
%


17.2
%


22.6
%Increase (decrease) in comparable
    store sales


1.0
%


(2.2
)%


(0.9
)%


0.9
%Increase (decrease) in comparable
    average unit retail


1.6
%


(9.2
)%


3.7
%


(9.3
)%(Decrease) increase in comparable
    units per sales transaction


(2.2
)%


2.5
%


(3.3
)%


4.2
%Increase (decrease) in comparable
    sales transaction


1.7
%


5.1
%


(1.2
)%


6.8
%Net sales per average square foot

$
106


$
105


$
205


$
210Gross profit (in millions)

$
72.6


$
62.0


$
143.1


$
121.8Income from operations (in
    millions)

$
12.4


$
11.4


$
24.7


$
24.8Diluted earnings per share

$
0.16


$
0.13


$
0.31


$
0.28Square footage growth


15
%


22
%


15
%


22
%(Decrease) increase in total
    inventory over comparable period


(5
)%


64
%


(5
)%


64
%(Decrease) increase in inventory
    per square foot over comparable period


(17
)%


34
%


(17
)%


34
%Percentages of net sales by
    category:Womens


57
%


61
%


57
%


59
%Mens


27
%


26
%


26
%


26
%Accessories


16
%


13
%


17
%


15
%  13




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##### Table of Contents



13 weeks ended


26 weeks endedJuly 29,


July 30,


July 29,


July 30,2006


2005


2006


2005Net sales


100.0
%


100.0
%


100.0
%


100.0
%Gross profit


26.4
%


26.6
%


27.4
%


27.4
%Selling, general and
    administrative expenses


22.7
%


21.7
%


23.1
%


21.8
%Other income


0.8
%






0.4
%


Income from operations


4.5
%


4.9
%


4.7
%


5.6
%Interest income, net


0.5
%


0.3
%


0.6
%


0.4
%Income before income taxes


5.0
%


5.2
%


5.3
%


5.9
%Income taxes


1.9
%


2.0
%


2.1
%


2.3
%Net income


3.1
%


3.2
%


3.2
%


3.6
%   Results
    of Operations
  Sales e-commerce
    year-to-date
  Gross profit
     14




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##### Table of Contents



SG&A
      Other income
  Interest income and income taxes
    Net income
        Liquidity
    and Capital Resources
   15




---



##### Table of Contents



26 weeks endedJuly 29,


July 30,2006


2005(In Thousands)Net cash (used in) provided by
    operating activities

$
(3,821
)

$
965Net cash (used in) provided by
    investing activities


(44,555
)


30,866Net cash used in financing
    activities


(39,552
)


(10,019
)Net (decrease) increase in cash
    and cash equivalents

$
(87,928
)

$
21,812   Operating activities
      Capital requirements point-of-sale
  available-for-sale
  Financing activities and capital
    resources
 16




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##### Table of Contents



Contractual
    Obligations
    Payments DueBalance of


In 2007


In 2009


AfterTotal


2006


and 2008


and 2010


2010(In Thousands)Contractual ObligationsEmployment agreements

$
2,066


$
1,139


$
927


$



$
Sponsorship and advertising
    contracts


2,910



300



1,886



724



Operating leases


543,893



36,112



145,741



136,236



225,804Total contractual obligations

$
548,869


$
37,551


$
148,554


$
136,960


$
225,804       Off-Balance
    Sheet Arrangements
    Critical
    Accounting Estimates
  Form 10-K
 17




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures: Rule 13a-15(b) Rule 13a-15(e)
  Changes in internal controls:
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    factors  Cautionary
    Note Regarding Forward-Looking Statements
  Form 10-Q
  Fluctuations in comparable store sales and quarterly results
    of operations may cause the price of our common stock to decline
    substantially.
    
    fashion trends;
    changes in our merchandise mix; 18




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##### Table of Contents




    the effectiveness of our inventory management;
    actions of competitors or mall anchor tenants;
    calendar shifts of holiday or seasonal periods;
    changes in general economic conditions and consumer spending
    patterns;
    the timing of promotional events; and
    weather conditions.    If we were unable to identify and respond to consumers
    fashion preferences in a timely manner, our profitability would
    decline.
    Our business could suffer as a result of a
    manufacturers inability to produce merchandise on time and
    to specifications.
    Our business could suffer if a manufacturer fails to use
    acceptable labor practices.
    We rely on a small number of vendors to supply a significant
    amount of our merchandise.
   19




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##### Table of Contents



Foreign suppliers manufacture most of our merchandise and the
    availability and costs of these products may be negatively
    affected by risks associated with international trade.
    Our growth strategy relies on the continued addition of a
    significant number of new stores each year, which could strain
    our resources and cause the performance of our existing stores
    to suffer.
    Our continued expansion plan is dependent on a number of
    factors which, if not implemented, could delay or prevent the
    successful opening of new stores and penetration into new
    markets.
    
    identify suitable markets and sites for new store locations;
    negotiate acceptable lease terms;
    hire, train and retain competent store personnel;
    foster current relationships and develop new relationships with
    vendors that are capable of supplying a greater volume of
    merchandise;
    manage inventory effectively to meet the needs of new and
    existing stores on a timely basis;
    expand our infrastructure to accommodate growth; and
    generate sufficient operating cash flows or secure adequate
    capital on commercially reasonable terms to fund our expansion
    plans.  and/or
  The loss of the services of key personnel could have a
    material adverse effect on our business.
  and/or
 20




---



##### Table of Contents



Failure of new business concepts would have an effect on our
    results of operations.
    Our net sales and inventory levels fluctuate on a seasonal
    basis.
  back-to-school back-to-school back-to-school
  A downturn in the United States economy may affect consumer
    spending habits.
    Our ability to attract customers to our stores depends
    heavily on the success of the shopping malls in which we are
    located.
    We rely on a single distribution center.
    We rely on a third party to manage our distribution
    center.
   21




---



##### Table of Contents



We rely on a third party to manage the warehousing and order
    fulfillment for our
    E-Commerce
    business.
  E-Commerce e-commerce e-commerce e-commerce
  Failure to protect our trademarks adequately could negatively
    impact our brand image and limit our ability to penetrate new
    markets.
  ® ® ®
  ® ®
  The effects of war or acts of terrorism could have a material
    adverse effect on our operating results and financial
    condi ion.
  and/or
 22




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##### Table of Contents



Item 2
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Total Number of


Approximate DollarTotal





Shares Purchased


Value of SharesNumber of





as Part of


that May Yet BeShares (or


Average


Publicly


Purchased UnderUnits)


Price Paid


Announced Plans


the Plans orPeriod

Purchased


per Share


or Programs


Programs(In Thousands)May 2006


120,000


$
25.19



120,000


$
136,508June 2006


1,606,400


$
25.93



1,606,000


$
94,863July 2006


25,000


$
27.94



25,000


$
94,164Total


1,751,400


$
25.90



1,751,400   Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders      Name of Nominee

Votes For


Votes WithheldJulian R. Geiger


51,166,927



1,062,561Bodil Arlander


52,082,617



146,871Ronald R. Beegle


52,084,602



144,886Mary Elizabeth Burton


51,580,491



648,997Robert B. Chavez


51,845,331



384,157David H. Edwab


52,082,927



146,561Karin Hirtler-Garvey


52,083,450



146,038John D. Howard


25,557,533



26,671,955David B. Vermylen


51,846,027



383,461    23




---



##### Table of Contents



Votes For

Votes Against

Abstentions45,226,752



1,057,155



16,757     Votes For

Votes Against

Abstentions44,575,360



1,706,806



18,498     Votes For

Votes Against

Abstentions51,162,310



939,155



128,022    Item 5.
    Other
    Information     Item 6.
    Exhibits  ExhibitNo.

Description3
.1

Form of Amended and Restated
    Certificate of Incorporation.3
.2

Form of Amended and Restated
    By-Laws.4
.1

Specimen Common Stock
    Certificate.4
.2

Stockholders Agreement,
    dated as of August 3, 1998, by and among MSS-Delaware,
    Inc., MSS Acquisition Corp. II, Federated Specialty Stores,
    Inc., Julian R. Geiger, David R. Geltzer and John S. Mills.10
.1

Aéropostale, Inc. 1998 Stock
    Option Plan.10
.2

Aéropostale, Inc. 2002
    Long-Term Incentive Plan.10
.3

Management Services Agreement,
    dated as of July 31, 1998, between MSS-Delaware, Inc. and
    MSS Acquisition Corp. II.10
.4

Loan and Security Agreement, dated
    July 31, 1998 between Bank Boston Retail Finance Inc., as
    agent for the lenders party thereto (the Lenders),
    the Lenders and MSS-Delaware, Inc.10
.5

First Amendment to Loan and
    Security Agreement, dated November 8, 1999, by and between
    Bank Boston Retail Finance Inc., as agent for the Lenders, the
    Lenders and MSS-Delaware, Inc.10
.6

Second Amendment to Loan and
    Security Agreement, dated May 2, 2002, by and between Fleet
    Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as agent
    for the Lenders, the Lenders and Aéropostale, Inc. (f/k/a
    MSS-Delaware, Inc.).10
.7

Third Amendment to Loan and
    Security Agreement, dated June 13, 2001, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc.).10
.8

Fourth Amendment to Loan and
    Security Agreement, dated February 2, 2002, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc.).10
.9

Sublease Agreement, dated
    February 5, 2002, between the United States Postal Services
    and Aéropostale, Inc.10
.10

Merchandise Servicing Agreement,
    dated April 1, 2002, between American Distribution, Inc.
    and Aeropostale, Inc.10
.11

Interim Merchandise Servicing
    Agreement, dated as of February 11, 2002, by and between
    American Consolidation Inc. and Aéropostale, Inc. 24




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##### Table of Contents



ExhibitNo.

Description10
.12

Sourcing Agreement, dated
    July 22, 2002, by and among Federated Department Stores,
    Inc., Specialty Acquisition Corporation and Aéropostale,
    Inc.10
.13

Fifth Amendment to Loan and
    Security Agreement, dated April 15, 2002, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc.).10
.14

Amendment No. 1 to
    Stockholders Agreement, dated April 23, 2002, by and
    among Aéropostale, Inc., Bear Stearns MB
    1998-1999
    Pre-Fund, LLC and Julian R. Geiger.10
.15

Employment Agreement, dated as of
    February 1, 2002, between Aéropostale, Inc. and Julian
    R. Geiger.10
.16

Employment Agreement, dated
    February 1, 2002, between Aéropostale, Inc. and
    Christopher L. Finazzo.10
.17

Employment Agreement, dated
    February 1, 2002, between Aéropostale, Inc. and John
    S. Mills.10
.18

Fifth Amendment to Loan and
    Security Agreement, dated October 7, 2003, by and between
    Fleet Retail Finance Inc. (f/k/a Bank Boston Retail Finance), as
    agent for the Lenders, the Lenders and Aéropostale, Inc.
    (f/k/a MSS-Delaware, Inc).10
.19

Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and Julian
    R. Geiger.10
.20

Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and
    Christopher L. Finazzo.10
.21

Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and John
    S. Mills.10
.22

Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and
    Michael J. Cunningham.10
.23

Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and Thomas
    P. Johnson.10
.24

Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and
    Olivera Lazic-Zangas.10
.25

Amendment No. 1, dated as of
    April 11, 2005, to Employment Agreement, dated as of
    February 1, 2004, between Aéropostale, Inc. and Julian
    R. Geiger. 31
.1

Certification by Julian R. Geiger,
    Chairman and Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification by Michael J.
    Cunningham, Executive Vice President and Chief Financial
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.*32
.1

Certification by Julian R. Geiger
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32
.2

Certification by Michael J.
    Cunningham pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.*     *
    
    Filed herewith.
    
    Incorporated by reference to the Registration Statement on
    Form S-1,
    originally filed by Aéropostale, Inc. on March 8, 2002
    (Registration No. 333-84056).
    
    Incorporated by reference to the Registrants Annual Report
    on 10-K, for
    the fiscal year ended February 1, 2003 (File
    No. 001-31314).
    
    Incorporated by reference to the Registrants Quarterly
    Report on Form
    10-Q, for
    the quarterly period ended November 1, 2003 (File No.
    001-31314).
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K,
    for the fiscal year ended January 31, 2004 (File
    No. 001-31314).
    
    Incorporated by reference to the Registrants Annual Report
    on
    Form 10-K,
    for the fiscal year ended January 28, 2005 (File
    No. 001-31314). 25




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##### Table of Contents



SIGNATURES    Aeropostale, Inc.
  Julian
    R. Geiger
    Chairman of the Board and Chief Executive Officer
  (Principal Executive Officer)
  Michael
    J. Cunningham
    Executive Vice President  Chief Financial
    Officer
  (Principal Financial Officer)
  26