##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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
    October 28, 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 INFORMATIONItem 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


14Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


19Item 4.


Controls and
    Procedures


20PART II 
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


20Item 1A.


Risk
    Factors


20Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


25Item 3.


Defaults Upon
    Senior Securities


25Item 4.


Submission of
    Matters to a Vote of Security Holders


25Item 5.


Other
    Information


25Item 6.


Exhibits


25SIGNATURES


27EX-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)
  October 28,


January 28,


October 29,2006


2006


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

$
148,141


$
205,235


$
114,317Short-term investments


55,202



20,037



20,062Merchandise inventory


167,527



91,908



159,873Tenant allowances receivable


9,647



6,510



10,712Prepaid expenses


14,635



12,314



11,997Other current assets


2,894



3,335



5,721Total current assets


398,046



339,339



322,682Fixtures, equipment and
    improvements, net


179,885



160,229



162,325Intangible assets


2,455



2,455



2,529Other assets


1,600



1,928



1,937TOTAL ASSETS

$
581,986


$
503,951


$
489,473LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
117,854


$
57,165


$
95,064Accrued compensation


11,498



10,714



7,818Deferred income taxes


5,195



5,195



1,519Income taxes payable


17,715



14,159



8,085Accrued expenses


37,235



39,120



32,355Total current liabilities


189,497



126,353



144,841Deferred rent and tenant allowances


89,526



81,499



81,409Retirement benefit plan liability


10,321



8,654



7,347Deferred income taxes


1,605



2,655



4,321Commitments 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,
    59,260, 58,598 and 58,558 shares issued and outstanding


593



586



586Additional paid-in capital


98,512



88,213



87,567Accumulated other comprehensive
    loss


(1,557
)


(1,557
)


(817
)Deferred compensation






(2,577
)


(2,968
)Retained earnings


357,625



308,269



266,463Treasury stock at cost (6,688,
    4,548 and 4,203 shares)


(164,136
)


(108,144
)


(99,276
)Total stockholders equity


291,037



284,790



251,555TOTAL LIABILITIES AND
    STOCKHOLDERS EQUITY

$
581,986


$
503,951


$
489,473    3




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##### Table of Contents



AÉROPOSTALE,
    INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    AND COMPREHENSIVE INCOME(Unaudited)
  13 weeks ended


39 weeks endedOctober 28,


October 29,


October 28,


October 29,2006


2005


2006


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

$
385,455


$
324,657


$
906,371


$
769,101Cost of sales (includes certain
    buying, occupancy and warehousing expenses)


261,856



229,938



639,718



552,584Gross profit


123,599



94,719



266,653



216,517Selling, general and
    administrative expenses


71,840



52,411



192,327



149,455Other income










2,085



Income from operations


51,759



42,308



76,411



67,062Interest income


1,632



781



4,500



2,362Income before income taxes


53,391



43,089



80,911



69,424Income taxes


20,821



17,004



31,555



27,276Net income and comprehensive income

$
32,570


$
26,085


$
49,356


$
42,148Basic earnings per share

$
0.62


$
0.48


$
0.92


$
0.76Diluted earnings per share

$
0.61


$
0.47


$
0.91


$
0.75Weighted average basic shares


52,743



54,913



53,592



55,243Weighted average diluted shares


53,189



55,711



54,080



56,217    4




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##### Table of Contents



AÉROPOSTALE,
    INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  39 weeks endedOctober 28,


October 29,2006


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

$
49,356


$
42,148Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


21,227



15,046Stock-based compensation


4,465



1,282Excess tax benefits from stock
    options


(6,968
)


Other


(3,932
)


2,164Changes in operating assets and
    liabilities:Merchandise inventory


(75,619
)


(78,635
)Accounts payable


60,689



50,206Other assets and liabilities


15,876



3,070Net cash provided by operating
    activities


65,094



35,281CASH FLOWS FROM INVESTING
    ACTIVITIES:Purchases of fixtures, equipment
    and improvements


(39,452
)


(48,783
)Purchase of short-term investments


(294,510
)


(166,376
)Proceeds from sale of short-term
    investments


259,345



222,538Net cash (used in) provided by
    investing activities


(74,617
)


7,379CASH FLOWS FROM FINANCING
    ACTIVITIES:Purchase of treasury stock


(55,992
)


(35,650
)Proceed from exercise of stock
    options


1,453



1,179Excess tax benefits from stock
    options


6,968



Net cash used in financing
    activities


(47,571
)


(34,471
)Net (decrease) increase in cash
    and cash equivalents


(57,094
)


8,189Cash and cash equivalents,
    beginning of year


205,235



106,128Cash and cash equivalents, end of
    period

$
148,141


$
114,317Supplemental Disclosure of Cash
    Flow Information:Non-cash operating and investing
    activities

$
2,973


$
5,916    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


314


$
28.87Exercised


(649
)

$
2.24






$
17.8Cancelled


(74
)

$
23.78Outstanding as of October 28,
    2006


1,632


$
19.38



5.33


$
16.8Exercisable as of October 28,
    2006


770


$
12.23



4.29


$
13.2   7




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##### Table of Contents



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


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


935


$
12.11Granted


314


$
14.58Vested


(319
)

$
11.43Cancelled


(68
)

$
12.57Non-vested as of October 28,
    2006


862


$
13.23       Weighted-AverageGrant-DateShares


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


168


$
28.48Granted


159


$
28.87Vested


(13
)

$
31.12Cancelled


(20
)

$
28.53Outstanding as of October 28,
    2006


294


$
28.57    8




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##### Table of Contents



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


39 weeksended


endedOctober 29, 2005Net income:As reported

$
26,085


$
42,148Add: Restricted stock
    amortization, net of taxes


306



782Less: Total stock based
    compensation expense determined under the fair value method, net
    of taxes


(746
)


(2,054
)Pro-forma

$
25,645


$
40,876Basic earnings per share:As reported

$
0.48


$
0.76Pro-forma

$
0.47


$
0.74Diluted earnings per share:As reported

$
0.47


$
0.75Pro-forma

$
0.46


$
0.73       3.
    Cost of
    Sales and Selling, General and Administrative Expenses      4.
    Recent
    Accounting Developments  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106, and 132(R).
 9




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements.
  Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements.
  Accounting for Uncertainty in Income
    Taxes Accounting for Income
    Taxes.
  5.
    Earnings
    Per Share    13 weeks ended


39 weeks endedOctober 28,


October 29,


October 28,


October 29,2006


2005


2006


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

$
32,570


$
26,085


$
49,356


$
42,148Weighted average basic shares


52,743



54,913



53,592



55,243Impact of dilutive securities


446



798



488



974Weighted average diluted shares


53,189



55,711



54,080



56,217Earnings per basic share

$
0.62


$
0.48


$
0.92


$
0.76Earnings per diluted share

$
0.61


$
0.47


$
0.91


$
0.75    10




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    6.
    Revolving
    Credit Facility  sub-limit
  7.
    Retirement
    Benefit Plans     11




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##### Table of Contents



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


39 weeks endedOctober 28,


October 29,


October 28,


October 29,2006


2005


2006


2005(In Thousands)Service cost

$
123


$
106


$
369


$
316Interest cost


233



183



699



549Amortization of prior service cost


19



19



57



56Amortization of net loss


142



138



426



413Net periodic pension benefit cost

$
517


$
446


$
1,551


$
1,334       8.
    Stock
    Repurchase Program    9.  Other
    Income:
    10.
    Commitments
    and Contingent Liabilities   12




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##### Table of Contents



AÉROPOSTALE,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Subsequent
    Events    
    concealed from management and the companys Board of
    Directors, and failed to disclose in corporate disclosure
    documents, his personal ownership interests in and officer
    positions of, certain corporate entities affiliated with one of
    our primary vendors at the time, South Bay Apparel, Inc.,
    without the knowledge or authorization of Aeropostale
    management, executed a corporate Guaranty Agreement in March
    1999, that, had it been enforceable, would have obligated us to
    guarantee any payments due from South Bay Apparel, Inc. to
    Tricot Richelieu, Inc., an apparel manufacturer and vendor to
    South Bay Apparel, Inc., and
    failed to disclose unauthorized business relationships and
    transactions between immediate and extended family members of
    Mr. Finazzo and certain other of our vendors.           13




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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
 14




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##### Table of Contents



13 weeks ended


39 weeks endedOctober 28,


October 29,


October 28,


October 29,2006


2005


2006


2005Net sales (in millions)

$
385.5


$
324.7


$
906.4


$
769.1Total store count at end of period


738



668



738



668Comparable store count at end of
    period


620



508



620



508Net sales growth


18.7
%


18.2
%


17.8
%


20.7
%Increase (decrease) in comparable
    store sales


5.6
%


(1.5
)%


1.8
%


(0.1
)%Increase (decrease) in comparable
    average unit retail


5.0
%


(11.0
)%


4.3
%


(10.1
)%(Decrease) increase in comparable
    units per sales transaction


(0.1
)%


1.5
%


(1.9
)%


3.1
%Increase (decrease) in comparable
    sales transaction


0.6
%


9.2
%


(0.5
)%


7.8
%Net sales per average square foot

$
146


$
140


$
353


$
351Gross profit (in millions)

$
123.6


$
94.7


$
266.7


$
216.5Income from operations (in
    millions)

$
51.8


$
42.3


$
76.4


$
67.1Diluted earnings per share

$
0.61


$
0.47


$
0.91


$
0.75Average square footage growth


12
%


21
%


16
%


22
%Increase in total inventory over
    comparable period


5
%


40
%


5
%


40
%(Decrease) increase in inventory
    per square foot over comparable period


(5
)%


17
%


(5
)%


17
%Percentages of net sales by
    category:Womens


65
%


66
%


60
%


62
%Mens


24
%


23
%


25
%


25
%Accessories


11
%


11
%


15
%


13
%     13 weeks ended


39 weeks endedOctober 28,


October 29,


October 28,


October 29,2006


2005


2006


2005Net sales


100.0
%


100.0
%


100.0
%


100.0
%Gross profit


32.1
%


29.2
%


29.4
%


28.2
%Selling, general and
    administrative expenses


18.6
%


16.1
%


21.2
%


19.4
%Other income










0.2
%


Income from operations


13.5
%


13.1
%


8.4
%


8.8
%Interest income, net


0.4
%


0.1
%


0.5
%


0.2
%Income before income taxes


13.9
%


13.2
%


8.9
%


9.0
%Income taxes


5.4
%


5.2
%


3.5
%


3.5
%Net income


8.5
%


8.0
%


5.4
%


5.5
%  15




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##### Table of Contents



Results
    of Operations
  Sales e-commerce
  Non-comparable
  year-to-date
  Gross profit
      SG&A
     16




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##### Table of Contents



Other income
  Interest income and income taxes
    Net income
      Liquidity
    and Capital Resources
      39 weeks endedOctober 28,


October 29,2006


2005(In Thousands)Net cash provided by operating
    activities

$
65,094


$
35,281Net cash (used in) provided by
    investing activities


(74,617
)


7,379Net cash used in financing
    activities


(47,571
)


(34,471
)Net (decrease) increase in cash
    and cash equivalents

$
(57,094
)

$
8,189   Operating activities
 17




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##### Table of Contents



Capital requirements point-of-sale
  available-for-sale
  Financing activities and capital
    resources
     18




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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

$
1,496


$
569


$
927


$



$
Sponsorship and advertising
    contracts


2,910



300



1,886



724



Operating leases


542,842



18,824



149,385



139,907



234,726Total contractual obligations

$
547,248


$
19,693


$
152,198


$
140,631


$
234,726       Off-Balance
    Sheet Arrangements
    Critical
    Accounting Estimates
  Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   19




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##### Table of Contents



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;
    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; 20




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##### Table of Contents




    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.
    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.
   21




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##### Table of Contents



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.
    Failure
    of new business concepts would have an effect on our results of
    operations.
   22




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##### Table of Contents



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.
   23




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##### 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
    condition.
  and/or
 24




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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)August 2006


50,000


$
25.55



50,000


$
92,937September 2006


140,000


$
25.72



140,000


$
89,337October 2006


118,000


$
29.43



118,000


$
85,864Total


308,000


$
26.95



308,000    Item 3.
    Defaults
    Upon Senior Securities     Item 4.
    Submission
    of Matters to a Vote of Security Holders     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. 25




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##### Table of Contents



ExhibitNo.

Description10
.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.10
.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
.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
.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). 26




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##### Table of Contents



SIGNATURES    Aeropostale, Inc.
  /s/  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)
   27