UNITED STATES 

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549 


FORM 8-K





CURRENT REPORT 
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934



Date of Report

(Date of earliest event reported)



March 17, 2009



AMERICAN EAGLE OUTFITTERS,
INC.

(Exact name of registrant as
specified in its charter) 





  
     
     
     
     
     
  
  
    

    Delaware
     
    

      1-33338
     
    

    13-2721761
  
  
    

    (State of incorporation)
     
    

    (Commission File Number)
     
    

    (IRS Employer Identification No.)
  

 

  
     
     
     
  
  
    
    

    77 Hot Metal Street

    Pittsburgh, Pennsylvania 
    
     
    

		15203-2329
  
  
    

    (Address of principal executive offices)
     
    

    (Zip Code)
  

 

(412) 432-3300 

(Registrant's telephone number, including area code) 

 

N/A

(Former name or former address, if
changed since last report) 
 




Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):


  
    [  ]
      
    Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)  
  
      
  
    [  ]
      
    Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)  

[   ]     
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))

[   ]     
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))




Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2009, the Board
of Directors (the "Board") of American Eagle Outfitters, Inc. (the
"Company") appointed Joan Hilson as Executive Vice
President, Chief Financial Officer of the Company, effective April 6, 2009. 
Ms. Hilson previously served as Executive Vice President, Chief Financial
Officer of the AE Brand.  In
connection with Ms. Hilson's promotion, the Compensation Committee of the Board
increased her annual base salary from $527,850 to $555,000.






  
    SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized. 


                                                                                                                   AMERICAN EAGLE OUTFITTERS, INC.

                                                                                                                   (Registrant)
Date: March 18, 2009                                                                              By: /s/
Neil Bulman, Jr. 

                                                                                                                   Neil Bulman, Jr.

                                                                                                                   Vice President, General Counsel and Secretary