<PAGE>

As filed with the Securities and Exchange Commission on December 14, 2001.

                                                     Registration No. 333-______


                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549-0001

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                        AMERICAN EAGLE OUTFITTERS, INC.
            (Exact name of Registrant as specified in its charter)

           Delaware                                          13-2721761
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                             150 Thorn Hill Drive
                      Warrendale, Pennsylvania 15086-7528
             (Address of Registrant's principal executive offices)

                        AMERICAN EAGLE OUTFITTERS, INC.
                           1999 STOCK INCENTIVE PLAN
                           (Full Title of the Plan)

                            Neil Bulman, Jr., Esq.
                      Vice President and General Counsel
                        American Eagle Outfitters, Inc.
                             150 Thorn Hill Drive
                     Warrendale, Pennsylvania  15086-7528
                                (724) 779-6698
           (Name, address and telephone number of agent for service)

                         Copies of Correspondence to:
                            Robert J. Tannous, Esq.
                      Porter, Wright, Morris & Arthur LLP
                             41 South High Street
                          Columbus, Ohio  43215-6194
                                (614) 227-1953

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum    Proposed Maximum       Amount of
Title of Securities                 Amount to be     Offering Price    Aggregate Offering    Registration
to be Registered                     Registered        Per Share*            Price*              Fee*
-------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>                <C>                   <C>
Common stock, $.01 par value        5,000,000            $23.35            $116,750,000           $27,904
-------------------------------------------------------------------------------------------------------------
</TABLE>

*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of  American
Eagle Outfitters, Inc. Common Stock as reported on the Nasdaq National Market
System on December 13, 2001.

This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of American Eagle Outfitters, Inc. Common Stock, $0.01 par
value, as may be issuable pursuant to future stock dividends, stock splits or
similar transactions.
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information concerning the 1999 Stock
Incentive Plan of American Eagle Outfitters, Inc., a Delaware corporation
("American Eagle" or the "Company"), specified in Part I, will be sent or given
to participants as specified by Rule 428(b)(1).  Such documents are not a part
of this Registration Statement in accordance with the Note to Part I of the Form
S-8 Registration Statement.

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

     American Eagle incorporates by reference the following documents that the
Company has previously filed with the Securities and Exchange Commission:

     1.   Annual Report on Form 10-K for the fiscal year ended February 3, 2001,
          filed April 27, 2001.

     2.   Quarterly Report on Form 10-Q for the quarter ended May 5, 2001, filed
          June 7, 2001; Quarterly Report on Form 10-Q for the quarter ended
          August 4, 2001, filed September 5, 2001 Quarterly Report on Form 10-Q
          for the quarter ended November 3, 2001, filed December 5, 2001.

     3.   American Eagle's Notice of Annual Meeting and Proxy Statement, filed
          on May 2, 2001.

     4.   The description of American Eagle common stock which is contained in
          American Eagle's Form 8-A filed with the Securities and Exchange
          Commission pursuant to Section 12 of the Securities Exchange Act of
          1934, as amended, as updated in any amendment or report filed for the
          purpose of updating such description, is hereby incorporated by
          reference.

     All documents filed by American Eagle pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and prior to the filing of post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers

     (a)  Article Seventh of American Eagle's Certificate of Incorporation
provides that American Eagle shall, to the fullest extent permitted by
applicable law as then in effect, indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he was a director, officer, or employee
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The Company shall indemnify against all
expenses

                                      II-1
<PAGE>

(including attorneys' fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection therewith. Without
limiting the generality of the foregoing, the Company may enter into one or more
agreements with any person that provide for indemnification greater or different
than that provided in Article Seventh.

     Article Seventh expressly states that neither the amendment nor repeal of
the By-Laws or the Certificate of Incorporation shall adversely affect any right
to indemnification for acts occurring prior to such amendment or repeal.  The
right of indemnification and advancement of expenses provided by Article Seventh
is not exclusive of any other rights of indemnification or advancement of
expenses that may be available.

     All indemnification rights in Article Seventh and Article IX of American
Eagle's By-Laws are contract rights.  If any provision of Article IX is held
invalid, illegal or unenforceable, the remaining provisions of Article IX shall
not be affected.  An indemnitee also may elect, as an alternative to the Article
IX procedures, to follow procedures authorized by applicable corporate law or
statute.  Article IX sets forth specific procedures for the advancement of
expenses and for the determination of entitlement to indemnification.

     Advancement of expenses are to be paid by the Company within 20 days after
the receipt by the Company of a statement or statements from the claimant
requesting such advance or advances provided that the claimant delivers an
undertaking to repay all amounts so advanced unless it shall ultimately be
determined that such person is entitled to be indemnified.  To obtain
indemnification, a claimant shall submit to the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to the claimant and is reasonably necessary to determine
and to what extent the claimant is entitled to indemnification.  In the event
the determination of entitlement is to be made by Independent Counsel as set
forth in the Certificate of Incorporation, the Independent Counsel shall be
selected by the Board of Directors.  If it is so determined that the claimant is
entitled to indemnification, payment to the claimant shall be made within 10
days after such determination.  If a claim has not been paid in full by the
Company within thirty days after a written claim has been received by the
Company, the claimant may at any time bring suit against the Company to recover
the unpaid amount and, if successful in whole or in part, the claimant shall
also be entitled to be paid the expense of prosecuting such claim.

     If a determination shall be made that the claimant is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding.  The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to Article IX that the procedures and
presumptions of the By-Laws are not valid, binding, and enforceable and shall
stipulate in such proceeding that the Company is bound by all the provisions of
the By-Laws.

     (b)  Under Section 145 of the Delaware Law, indemnification of any person
who is or was a party or threatened to be made so in any action by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or was serving as such of another corporation of other enterprise at the request
of the corporation is permitted against expenses, fines and amounts paid in
settlement actually and reasonably incurred by him in such proceeding where the
indemnified person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and in criminal
actions where he had no reasonable cause to believe his conduct was unlawful.
Indemnification is also permitted in lawsuits brought by or on behalf of the
corporation if the standards of conduct described above are met, except that no
indemnification is permitted in respect to any matter in which the person is
adjudged to be liable to the corporation unless a court shall determine that
indemnification is fair and reasonable in view of all the circumstances of the
case.  Indemnification against expenses (including attorneys' fees) actually and
reasonably incurred by directors, officers, employees and agents is required
under Section 145 of the Delaware Law in those cases where the person to be
indemnified has been successful on the merits or otherwise in defense of a
lawsuit of the type described above.  In cases where indemnification is
permissive, a determination as to whether the person met the applicable standard
of conduct must be made (unless ordered by a court) by majority vote of the
disinterested directors, by independent legal counsel, or by the stockholders.
Such indemnification rights are specifically not deemed to be exclusive of other
rights of indemnification by agreement or otherwise and the corporation is
authorized to advance expenses incurred prior to the final disposition of a
matter upon receipt of an undertaking to repay such amounts on a determination
that indemnification was not permitted in the circumstances of the case.

                                      II-2
<PAGE>

     (c)  Under Section 145 of the Delaware Law and Article IX of the By-Laws,
American Eagle may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of American Eagle, or who,
while serving in such capacity, is or was at the request of American Eagle, a
director, officer, employee or agent of another corporation or other enterprise,
against liability asserted against or incurred by such person in any such
capacity whether or not American Eagle would have the power to provide indemnity
under Section 145 or the By-Laws.  American Eagle has obtained insurance which,
subject to certain exceptions, insures the directors and officers of American
Eagle and its subsidiaries.

     (d)  American Eagle is a party to indemnification contracts with its
directors and certain officers which provide that such directors and officers
will be indemnified to the fullest extent provided by Section 145 of the
Delaware Law (or such other future statutory provision authorizing or permitting
indemnification) against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, actually and reasonably paid or incurred by them
in any action or proceeding, including any action by or in the right of American
Eagle, by reason of the fact that they were a director, officer, employee or
agent of American Eagle, or were serving at the request of American Eagle as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

     No indemnity will be provided under such indemnification contracts (i)
except to the extent that the aggregate losses to be indemnified pursuant
thereto exceed the amount for which the indemnitee is indemnified pursuant to
any directors and officers liability insurance purchased and maintained by
American Eagle; (ii) in respect to remuneration paid to an indemnitee if it
shall be determined by a final judgment that such remuneration was in violation
of law; (iii) on account of any suit in which judgment is rendered against an
indemnitee for an accounting of profits made from the purchase or sale by
indemnitee of securities of American Eagle pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iv) on account of the
indemnitee's act or omission being finally adjudged to have been not in good
faith or involving intentional misconduct or a knowing violation of law; or (v)
if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful.

     (e)  Article Seventh of American Eagle's Certificate of Incorporation
provides that a director of American Eagle shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to American Eagle or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived any
improper personal benefit.

     The above discussion of American Eagle's By-Laws, Certificate of
Incorporation, indemnification agreements, and of Section 145 of the Delaware
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such By-Laws, Certificate of Incorporation and statutes.

Item 7. Exemption from Registration

     Not applicable.

                                      II-3
<PAGE>

Item 8.    Exhibits

     Exhibit Number                           Description
     --------------                           -----------

          4(a)          American Eagle Outfitters, Inc. 1999 Stock Incentive
                        Plan, as amended (previously filed as Appendix B to
                        Definitive Proxy Statement (File No. 000-23760) filed
                        with the Securities and Exchange Commission on May 2,
                        2001, and incorporated herein by reference).

          4(b)          Second Amended and Restated Certificate of Incorporation
                        of American Eagle Outfitters, Inc., as amended
                        (previously filed as Exhibit 3.1 to Annual Report on
                        Form 10-K filed with the Securities and Exchange
                        Commission on April 21, 1999, and incorporated herein by
                        reference).

          4(c)          Amended and Restated Bylaws (previously filed as Exhibit
                        3.2 to Registration statement on Form S-4 (File No. 333-
                        68609) filed December 9, 1998, as amended, and
                        incorporated herein by reference).

            5     *     Opinion of Porter, Wright, Morris & Arthur LLP regarding
                        legality.

          15      *     Acknowledgement of Ernst & Young LLP.

          23(a)   *     Consent of Porter, Wright, Morris & Arthur LLP (included
                        in Exhibit 5 filed herewith).

          23(b)   *     Consent of Ernst & Young LLP.


           24     *     Powers of Attorney.

----------------
* Filed herewith.


Item 9.    Undertakings

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sale are being made, as
          post-effective amendment to this registration statement;

          (i)    To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of the securities offered would not exceed what was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

          (iii)  To include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the registrant

                                      II-4
<PAGE>

     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference into the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post- effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
<PAGE>

                                  Signatures

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warrendale, Commonwealth of Pennsylvania, on
December 14, 2001.

                              AMERICAN EAGLE OUTFITTERS, INC.


                              /s/ Laura A. Weil
                              -------------------------------------------------
                              Laura A. Weil, Executive Vice President and Chief
                              Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

     Signature                         Title                        Date

*Jay L. Schottenstein     Chairman of the Board of Directors   December 14, 2001
------------------------  and Chief Executive Officer
Jay L. Schottenstein

*George Kolber            Vice Chairman                        December 14, 2001
------------------------
George Kolber

*Roger S. Markfield       President, Chief Merchandising       December 14, 2001
------------------------  Officer, and Director
Roger S. Markfield

*James V. O'Donnell       Chief Operating Officer and          December 14, 2001
------------------------  Director
James V. O'Donnell

/s/ Laura A. Weil         Executive Vice President and Chief   December 14, 2001
------------------------  Financial Officer
Laura A. Weil

*Dale E. Clifton          Vice President, Controller and       December 14, 2001
------------------------  Chief Accounting Officer
Dale E. Clifton

*Ari Deshe                Director                             December 14, 2001
------------------------
Ari Deshe

*Jon P. Diamond           Director                             December 14, 2001
------------------------
Jon P. Diamond

*Martin P. Doolan         Director                             December 14, 2001
------------------------
Martin P. Doolan


*Michael G. Jesselson     Director                             December 14, 2001
------------------------
Michael G. Jesselson

                                      II-6
<PAGE>

*Thomas R. Ketteler       Director                             December 14, 2001
------------------------
Thomas R. Ketteler

*John L. Marakas          Director                             December 14, 2001
------------------------
John L. Marakas

*David W. Thompson        Director                             December 14, 2001
------------------------
David W. Thompson

*/Gerald E. Wedren        Director                             December 14, 2001
------------------------
Gerald E. Wedren

*Gilbert W. Harrison      Director                             December 14, 2001
------------------------
Gilbert W. Harrison


*  By:   /s/ Neil Bulman, Jr.
       --------------------------------------------------
          Neil Bulman, Jr., attorney-in-fact for each
          of the persons indicated

                                      II-7
<PAGE>

                        Registration No. 333-__________

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


                      SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549-0001


                           ________________________



                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933



                           ________________________



                        American Eagle Outfitters, Inc.



                           ________________________

                                   EXHIBITS

                           ________________________
<PAGE>

                                 EXHIBIT INDEX

   Exhibit                                   Exhibit
   Number                                  Description
   ------                                  -----------

    4(a)            American Eagle Outfitters, Inc. 1999 Stock Incentive Plan,
                    as amended (previously filed as Appendix B to Definitive
                    Proxy Statement (File No. 000-23760) filed with the
                    Securities and Exchange Commission on May 2, 2001, and
                    incorporated herein by reference).

    4(b)            Second Amended and Restated Certificate of Incorporation of
                    American Eagle Outfitters, Inc., as amended (previously
                    filed as Exhibit 3.1 to Annual Report on Form 10-K filed
                    with the Securities and Exchange Commission on April 21,
                    1999, and incorporated herein by reference).

    4(c)            Amended and Restated Bylaws (previously filed as Exhibit 3.2
                    to Registration statement on Form S-4 (File No. 333-68609)
                    filed December 9, 1999, as amended, and incorporated herein
                    by reference).

      5       *     Opinion of Porter, Wright, Morris & Arthur LLP regarding
                    legality.

    15        *     Acknowledgement of Ernst & Young LLP

    23(a)     *     Consent of Porter, Wright, Morris & Arthur LLP (included in
                    Exhibit 5 filed herewith).

    23(b)     *     Consent of Ernst & Young LLP.

     24       *     Powers of Attorney.

______________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "1999 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 27970}]
{"company-data": {"conformed-name": "AMERICAN EAGLE OUTFITTERS INC", "cik": "0000919012", "assigned-sic": "5651", "irs-number": "132721761", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75188", "film-number": "1814155"}, "business-address": {"street1": "150 THORN HILL DR", "street2": "PO BOX 788", "city": "WARRENDALE", "state": "PA", "zip": "15086", "phone": "4127764857"}, "mail-address": {"street1": "150 THORN HILL DRIVE", "street2": "P O BOX 788", "city": "WARRENDALE", "state": "PA", "zip": "15086"}}
As filed with the Securities and Exchange Commission on December 14, 2001.

                                                     Registration No. 333-______

                      SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549-0001

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                        AMERICAN EAGLE OUTFITTERS, INC.
            (Exact name of Registrant as specified in its charter)

           Delaware                                          13-2721761
  (State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                        Identification No.)

                             150 Thorn Hill Drive
                      Warrendale, Pennsylvania 15086-7528
             (Address of Registrant's principal executive offices)

                        AMERICAN EAGLE OUTFITTERS, INC.
                           1999 STOCK INCENTIVE PLAN
                           (Full Title of the Plan)

                            Neil Bulman, Jr., Esq.
                      Vice President and General Counsel
                        American Eagle Outfitters, Inc.
                             150 Thorn Hill Drive
                     Warrendale, Pennsylvania  15086-7528
                                (724) 779-6698
           (Name, address and telephone number of agent for service)

                         Copies of Correspondence to:
                            Robert J. Tannous, Esq.
                      Porter, Wright, Morris & Arthur LLP
                             41 South High Street
                          Columbus, Ohio  43215-6194
                                (614) 227-1953

                        Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------
                                                    Proposed Maximum    Proposed Maximum       Amount of
Title of Securities                 Amount to be     Offering Price    Aggregate Offering    Registration
to be Registered                     Registered        Per Share*            Price*              Fee*
-------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value        5,000,000            $23.35            $116,750,000           $27,904
-------------------------------------------------------------------------------------------------------------
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of  American
Eagle Outfitters, Inc. Common Stock as reported on the Nasdaq National Market
System on December 13, 2001.

This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of American Eagle Outfitters, Inc. Common Stock, $0.01 par
value, as may be issuable pursuant to future stock dividends, stock splits or
similar transactions.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information concerning the 1999 Stock
Incentive Plan of American Eagle Outfitters, Inc., a Delaware corporation
("American Eagle" or the "Company"), specified in Part I, will be sent or given
to participants as specified by Rule 428(b)(1).  Such documents are not a part
of this Registration Statement in accordance with the Note to Part I of the Form
S-8 Registration Statement.

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

     American Eagle incorporates by reference the following documents that the
Company has previously filed with the Securities and Exchange Commission:

     1.   Annual Report on Form 10-K for the fiscal year ended February 3, 2001,
          filed April 27, 2001.

     2.   Quarterly Report on Form 10-Q for the quarter ended May 5, 2001, filed
          June 7, 2001; Quarterly Report on Form 10-Q for the quarter ended
          August 4, 2001, filed September 5, 2001 Quarterly Report on Form 10-Q
          for the quarter ended November 3, 2001, filed December 5, 2001.

     3.   American Eagle's Notice of Annual Meeting and Proxy Statement, filed
          on May 2, 2001.

     4.   The description of American Eagle common stock which is contained in
          American Eagle's Form 8-A filed with the Securities and Exchange
          Commission pursuant to Section 12 of the Securities Exchange Act of
          1934, as amended, as updated in any amendment or report filed for the
          purpose of updating such description, is hereby incorporated by
          reference.

     All documents filed by American Eagle pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this Registration Statement and prior to the filing of post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers

     (a)  Article Seventh of American Eagle's Certificate of Incorporation
provides that American Eagle shall, to the fullest extent permitted by
applicable law as then in effect, indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he was a director, officer, or employee
of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The Company shall indemnify against all
expenses

                                      II-1
(including attorneys' fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection therewith. Without
limiting the generality of the foregoing, the Company may enter into one or more
agreements with any person that provide for indemnification greater or different
than that provided in Article Seventh.

     Article Seventh expressly states that neither the amendment nor repeal of
the By-Laws or the Certificate of Incorporation shall adversely affect any right
to indemnification for acts occurring prior to such amendment or repeal.  The
right of indemnification and advancement of expenses provided by Article Seventh
is not exclusive of any other rights of indemnification or advancement of
expenses that may be available.

     All indemnification rights in Article Seventh and Article IX of American
Eagle's By-Laws are contract rights.  If any provision of Article IX is held
invalid, illegal or unenforceable, the remaining provisions of Article IX shall
not be affected.  An indemnitee also may elect, as an alternative to the Article
IX procedures, to follow procedures authorized by applicable corporate law or
statute.  Article IX sets forth specific procedures for the advancement of
expenses and for the determination of entitlement to indemnification.

     Advancement of expenses are to be paid by the Company within 20 days after
the receipt by the Company of a statement or statements from the claimant
requesting such advance or advances provided that the claimant delivers an
undertaking to repay all amounts so advanced unless it shall ultimately be
determined that such person is entitled to be indemnified.  To obtain
indemnification, a claimant shall submit to the Company a written request,
including therein or therewith such documentation and information as is
reasonably available to the claimant and is reasonably necessary to determine
and to what extent the claimant is entitled to indemnification.  In the event
the determination of entitlement is to be made by Independent Counsel as set
forth in the Certificate of Incorporation, the Independent Counsel shall be
selected by the Board of Directors.  If it is so determined that the claimant is
entitled to indemnification, payment to the claimant shall be made within 10
days after such determination.  If a claim has not been paid in full by the
Company within thirty days after a written claim has been received by the
Company, the claimant may at any time bring suit against the Company to recover
the unpaid amount and, if successful in whole or in part, the claimant shall
also be entitled to be paid the expense of prosecuting such claim.

     If a determination shall be made that the claimant is entitled to
indemnification, the Company shall be bound by such determination in any
judicial proceeding.  The Company shall be precluded from asserting in any
judicial proceeding commenced pursuant to Article IX that the procedures and
presumptions of the By-Laws are not valid, binding, and enforceable and shall
stipulate in such proceeding that the Company is bound by all the provisions of
the By-Laws.

     (b)  Under Section 145 of the Delaware Law, indemnification of any person
who is or was a party or threatened to be made so in any action by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or was serving as such of another corporation of other enterprise at the request
of the corporation is permitted against expenses, fines and amounts paid in
settlement actually and reasonably incurred by him in such proceeding where the
indemnified person acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and in criminal
actions where he had no reasonable cause to believe his conduct was unlawful.
Indemnification is also permitted in lawsuits brought by or on behalf of the
corporation if the standards of conduct described above are met, except that no
indemnification is permitted in respect to any matter in which the person is
adjudged to be liable to the corporation unless a court shall determine that
indemnification is fair and reasonable in view of all the circumstances of the
case.  Indemnification against expenses (including attorneys' fees) actually and
reasonably incurred by directors, officers, employees and agents is required
under Section 145 of the Delaware Law in those cases where the person to be
indemnified has been successful on the merits or otherwise in defense of a
lawsuit of the type described above.  In cases where indemnification is
permissive, a determination as to whether the person met the applicable standard
of conduct must be made (unless ordered by a court) by majority vote of the
disinterested directors, by independent legal counsel, or by the stockholders.
Such indemnification rights are specifically not deemed to be exclusive of other
rights of indemnification by agreement or otherwise and the corporation is
authorized to advance expenses incurred prior to the final disposition of a
matter upon receipt of an undertaking to repay such amounts on a determination
that indemnification was not permitted in the circumstances of the case.

                                      II-2
(c)  Under Section 145 of the Delaware Law and Article IX of the By-Laws,
American Eagle may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of American Eagle, or who,
while serving in such capacity, is or was at the request of American Eagle, a
director, officer, employee or agent of another corporation or other enterprise,
against liability asserted against or incurred by such person in any such
capacity whether or not American Eagle would have the power to provide indemnity
under Section 145 or the By-Laws.  American Eagle has obtained insurance which,
subject to certain exceptions, insures the directors and officers of American
Eagle and its subsidiaries.

     (d)  American Eagle is a party to indemnification contracts with its
directors and certain officers which provide that such directors and officers
will be indemnified to the fullest extent provided by Section 145 of the
Delaware Law (or such other future statutory provision authorizing or permitting
indemnification) against all expenses (including attorneys' fees), judgments,
fines and settlement amounts, actually and reasonably paid or incurred by them
in any action or proceeding, including any action by or in the right of American
Eagle, by reason of the fact that they were a director, officer, employee or
agent of American Eagle, or were serving at the request of American Eagle as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

     No indemnity will be provided under such indemnification contracts (i)
except to the extent that the aggregate losses to be indemnified pursuant
thereto exceed the amount for which the indemnitee is indemnified pursuant to
any directors and officers liability insurance purchased and maintained by
American Eagle; (ii) in respect to remuneration paid to an indemnitee if it
shall be determined by a final judgment that such remuneration was in violation
of law; (iii) on account of any suit in which judgment is rendered against an
indemnitee for an accounting of profits made from the purchase or sale by
indemnitee of securities of American Eagle pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iv) on account of the
indemnitee's act or omission being finally adjudged to have been not in good
faith or involving intentional misconduct or a knowing violation of law; or (v)
if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful.

     (e)  Article Seventh of American Eagle's Certificate of Incorporation
provides that a director of American Eagle shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to American Eagle or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the General Corporation Law of the State of
Delaware; or (iv) for any transaction from which the director derived any
improper personal benefit.

     The above discussion of American Eagle's By-Laws, Certificate of
Incorporation, indemnification agreements, and of Section 145 of the Delaware
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such By-Laws, Certificate of Incorporation and statutes.

Item 7. Exemption from Registration

     Not applicable.

                                      II-3
Item 8.    Exhibits

     Exhibit Number                           Description
     --------------                           -----------

          4(a)          American Eagle Outfitters, Inc. 1999 Stock Incentive
                        Plan, as amended (previously filed as Appendix B to
                        Definitive Proxy Statement (File No. 000-23760) filed
                        with the Securities and Exchange Commission on May 2,
                        2001, and incorporated herein by reference).

          4(b)          Second Amended and Restated Certificate of Incorporation
                        of American Eagle Outfitters, Inc., as amended
                        (previously filed as Exhibit 3.1 to Annual Report on
                        Form 10-K filed with the Securities and Exchange
                        Commission on April 21, 1999, and incorporated herein by
                        reference).

          4(c)          Amended and Restated Bylaws (previously filed as Exhibit
                        3.2 to Registration statement on Form S-4 (File No. 333-
                        68609) filed December 9, 1998, as amended, and
                        incorporated herein by reference).

            5     *     Opinion of Porter, Wright, Morris & Arthur LLP regarding
                        legality.

          15      *     Acknowledgement of Ernst & Young LLP.

          23(a)   *     Consent of Porter, Wright, Morris & Arthur LLP (included
                        in Exhibit 5 filed herewith).

          23(b)   *     Consent of Ernst & Young LLP.

           24     *     Powers of Attorney.

----------------
* Filed herewith.

Item 9.    Undertakings

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sale are being made, as
          post-effective amendment to this registration statement;

          (i)    To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of the securities offered would not exceed what was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of a
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

          (iii)  To include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the registrant

                                      II-4
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
     are incorporated by reference into the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post- effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
Signatures

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warrendale, Commonwealth of Pennsylvania, on
December 14, 2001.

                              AMERICAN EAGLE OUTFITTERS, INC.

                              /s/ Laura A. Weil
                              -------------------------------------------------
                              Laura A. Weil, Executive Vice President and Chief
                              Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

     Signature                         Title                        Date

*Jay L. Schottenstein     Chairman of the Board of Directors   December 14, 2001
------------------------  and Chief Executive Officer
Jay L. Schottenstein

*George Kolber            Vice Chairman                        December 14, 2001
------------------------
George Kolber

*Roger S. Markfield       President, Chief Merchandising       December 14, 2001
------------------------  Officer, and Director
Roger S. Markfield

*James V. O'Donnell       Chief Operating Officer and          December 14, 2001
------------------------  Director
James V. O'Donnell

/s/ Laura A. Weil         Executive Vice President and Chief   December 14, 2001
------------------------  Financial Officer
Laura A. Weil

*Dale E. Clifton          Vice President, Controller and       December 14, 2001
------------------------  Chief Accounting Officer
Dale E. Clifton

*Ari Deshe                Director                             December 14, 2001
------------------------
Ari Deshe

*Jon P. Diamond           Director                             December 14, 2001
------------------------
Jon P. Diamond

*Martin P. Doolan         Director                             December 14, 2001
------------------------
Martin P. Doolan

*Michael G. Jesselson     Director                             December 14, 2001
------------------------
Michael G. Jesselson

                                      II-6
*Thomas R. Ketteler       Director                             December 14, 2001
------------------------
Thomas R. Ketteler

*John L. Marakas          Director                             December 14, 2001
------------------------
John L. Marakas

*David W. Thompson        Director                             December 14, 2001
------------------------
David W. Thompson

*/Gerald E. Wedren        Director                             December 14, 2001
------------------------
Gerald E. Wedren

*Gilbert W. Harrison      Director                             December 14, 2001
------------------------
Gilbert W. Harrison

*  By:   /s/ Neil Bulman, Jr.
       --------------------------------------------------
          Neil Bulman, Jr., attorney-in-fact for each
          of the persons indicated

                                      II-7
Registration No. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549-0001

                           ________________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                           ________________________

                        American Eagle Outfitters, Inc.

                           ________________________

                                   EXHIBITS

                           ________________________
EXHIBIT INDEX

   Exhibit                                   Exhibit
   Number                                  Description
   ------                                  -----------

    4(a)            American Eagle Outfitters, Inc. 1999 Stock Incentive Plan,
                    as amended (previously filed as Appendix B to Definitive
                    Proxy Statement (File No. 000-23760) filed with the
                    Securities and Exchange Commission on May 2, 2001, and
                    incorporated herein by reference).

    4(b)            Second Amended and Restated Certificate of Incorporation of
                    American Eagle Outfitters, Inc., as amended (previously
                    filed as Exhibit 3.1 to Annual Report on Form 10-K filed
                    with the Securities and Exchange Commission on April 21,
                    1999, and incorporated herein by reference).

    4(c)            Amended and Restated Bylaws (previously filed as Exhibit 3.2
                    to Registration statement on Form S-4 (File No. 333-68609)
                    filed December 9, 1999, as amended, and incorporated herein
                    by reference).

      5       *     Opinion of Porter, Wright, Morris & Arthur LLP regarding
                    legality.

    15        *     Acknowledgement of Ernst & Young LLP

    23(a)     *     Consent of Porter, Wright, Morris & Arthur LLP (included in
                    Exhibit 5 filed herewith).

    23(b)     *     Consent of Ernst & Young LLP.

     24       *     Powers of Attorney.

______________
* Filed herewith.