See Notes to Consolidated Financial Statements

4

See Notes to Consolidated Financial Statements

5

See Notes to Consolidated Financial Statements

7

The accompanying Consolidated Financial Statements of American Eagle Outfitters, Inc. (the "Company") at November 2, 2002 and for the three and nine month periods ended November 2, 2002 (the "current period") and November 3, 2001 (the "prior period") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Consolidated Balance Sheet at February 2, 2002 was derived from the audited financial statements. The Company's business is affected by the pattern of seasonality common to most retail apparel businesses. The results for the current and prior periods are not necessarily indicative of future financial results.

Certain notes and other information have been condensed or omitted from the interim Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q. Therefore, these Consolidated Financial Statements should be read in conjunction with the Company's Fiscal 2001 Annual Report.

The Company's financial year is a 52/53 week year that ends on the Saturday nearest to January 31. As used herein, "Fiscal 2002" and "Fiscal 2001" refer to the fifty-two week period ending February 1, 2003 and the fifty-two week period ended February 2, 2002, respectively.

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which amends existing accounting guidance on asset impairment and provides a single accounting model for long-lived assets to be disposed of. Additionally, SFAS No. 144

8

The Canadian dollar is the functional currency for the Canadian businesses. In accordance with SFAS Statement No. 52, Foreign Currency Translation, assets and liabilities denominated in foreign currencies were translated into U.S. dollars (the reporting currency) at the exchange rate prevailing at the balance sheet date. Revenues and expenses denominated in foreign currencies were translated into U.S. dollars at the monthly average exchange rate for the period. Gains or losses resulting from foreign currency transactions are included in the results of operations, whereas, related translation adjustments are reported as an element of other comprehensive income, net of income taxes, in accordance with SFAS Statement No. 130, Reporting Comprehensive Income (see Note 6 of the Consolidated Financial Statements).

The Company principally records revenue upon purchase of merchandise by customers. Revenue is not recorded on the purchase of stored value cards and gift certificates by customers. A current liability is recorded upon purchase and revenue is recognized when the card is redeemed for merchandise. Revenue is recorded net of sales returns. A sales returns reserve is provided on gross sales for projected merchandise returns based on historical average return percentages.

Cash includes cash equivalents. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Cash in excess of operating requirements is invested in marketable equity or government debt obligations. As of November 2, 2002, short-term investments included investments with an original maturity of greater than three months (averaging approximately 10 months) and consisted primarily of tax-exempt municipal bonds and taxable agency bonds classified as available for sale.

The Company has 250 million common shares authorized at $.01 par value, 74,161,838 and 73,823,625 shares issued and 71,185,837 and 71,906,072 shares outstanding as of November 2, 2002 and February 2, 2002, 

9

respectively.  The Company has 5 million preferred shares authorized at $.01 par value, with none issued or outstanding at November 2, 2002.

On February 24, 2000, the Company's Board of Directors authorized the repurchase of up to 3,750,000 shares of its stock.  As part of this stock repurchase program, the company purchased 1,000,000 shares of common stock for approximately $15.8 million and 63,800 shares of common stock for approximately $1.1 million on the open market during the nine months ended November 2, 2002 and November 3, 2001, respectively. Additionally, during the nine months ended November 2, 2002 and November 3, 2001, the Company purchased 58,000 shares and 44,000 shares, respectively, from certain employees at market prices totaling $1.6 million and $1.4 million, respectively, for the payment of taxes in connection with the vesting of restricted stock as permitted under the 1999 Stock Incentive Plan. These repurchases have been recorded as treasury stock.

Options to purchase 6,262,000 and 5,464,000 shares of common stock during the three and nine months ended November 2, 2002, respectively, and 1,988,000 and 771,000 shares during the three and nine months ended November 3, 2001, respectively, were outstanding, but were not included in the computation of net income per diluted share because the options' exercise prices were greater than the average market price of the underlying shares.

Certain reclassifications have been made to the Consolidated Financial Statements for the prior period in order to conform to the November 2, 2002 presentation.

10

The Company has various transactions with related parties. The Company believes that the terms of these transactions are as favorable to the Company as those that could be obtained from third parties.

In addition, the Company and its subsidiaries sell end-of-season, overstock and irregular merchandise to various parties, including Value City Department Stores, Inc. ("VCDS"), a publicly traded subsidiary of SSC. These sell-offs are typically sold below cost and the proceeds are reflected in cost of sales.  For the three months ended November 2, 2002 and November 3, 2001, proceeds from sell-offs to VCDS were $3.3 million and $2.0 million, respectively. For the nine months ended November 2, 2002 and November 3, 2001, proceeds from sell-offs to VCDS were $7.2 million and $4.2 million, respectively.

The Company had approximately $3.4 million and $2.3 million included in accounts receivable at November 2, 2002 and February 2, 2002, respectively, that pertained to related parties. The majority of the receivable related to merchandise sell-offs.

SSC and its affiliates charge the Company for various professional services provided to the Company, including certain legal, real estate and insurance services. For the three months ended November 2, 2002 and November 3, 2001, the Company paid approximately $0.1 million for these services. The Company paid approximately $0.3 million and $0.7 million for these services for the nine months ended November 2, 2002 and November 3, 2001, respectively.

During October 2001, the Company made a deposit with SSC of approximately $1.2 million in a cost sharing arrangement for the acquisition of an interest in several corporate aircraft.  The Company made an additional deposit of approximately $1.3 million during October 2002 for the acquisition of an interest in additional corporate aircraft.  These deposits are included in other assets, net of accumulated amortization.   Additionally, the Company paid $0.2 million and $0.9 million, respectively, for the three and nine months ended November 2, 2002 and $0.1 million and $0.5 million for the three and nine months ended November 3, 2001, respectively, to cover its share of operating costs based on usage of the corporate aircraft.  

11

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new standard, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives.

The Company adopted SFAS No. 142 on February 3, 2002, the beginning of Fiscal 2002. The Company assessed the useful life of its goodwill and deemed it to have an indefinite life; therefore, amortization ceased on February 2, 2002. Additionally, the Company performed the related asset impairment tests and determined that no goodwill impairment exists.

12

Other intangible assets, net of accumulated amortization, were approximately $4.8 million and $2.7 million as of November 2, 2002 and February 2, 2002, respectively, and are included in other assets, net of accumulated amortization, on the balance sheet for the respective periods.

In accordance with SFAS No. 142, the Company did not restate the three or nine months ended November 3, 2001 to add back the amortization expense of goodwill.  If SFAS No. 142 had been adopted as of February 4, 2001, basic and diluted income per common share would have been unchanged from the reported amounts for the three and nine months ended November 3, 2001.

On November 30, 2000, the Company entered into an interest rate swap agreement, a derivative instrument, totaling $29.2 million in connection with the term facility.  The swap amount decreases on a monthly basis beginning January 1, 2001 until the termination of the agreement in December 2007.  The Company utilizes the interest rate swap to manage interest rate risk.  The Company pays a fixed rate of 5.97% and receives a variable rate based on the one-month Bankers' Acceptance Rate. This agreement effectively changes the interest rate on the borrowings under the term facility from a variable rate to a fixed rate of 5.97% plus 140 basis points.

The Company recognizes its derivative on the balance sheet at fair value at the end of each period.  Changes in the fair value of the derivative that is designated and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss).  Unrealized net gains (losses) on derivative instruments of approximately $0.2 million and $(0.3) million for the three months ended November 2, 2002 and November 3, 2001, respectively, and $0.4 million and $(0.6) million for the nine months ended November 2, 2002 and November 3, 2001, respectively,  net of related tax effects, were recorded in other comprehensive income (loss).

The Company does not believe there is any significant exposure to credit risk due to the creditworthiness of the bank. In the event of non-performance by the bank, the Company's loss would be limited to any unfavorable interest rate differential.

For the three and nine months ended November 2, 2002, the effective tax rate used for the provision of income tax approximated 38%. For the three and nine months ended November 3, 2001, the effective tax rate used for the provision of income tax approximated 38% and 37%, respectively.

The Company is a party to ordinary routine litigation incidental to its business. Management does not expect the results of the litigation to be material to the financial statements individually or in the aggregate.

13

Ernst & Young LLP, our independent accountants, have performed a limited review of the Consolidated Financial Statements for the three and nine month periods ended November 2, 2002 and November 3, 2001, as indicated in their report on the limited review included below. Since they did not perform an audit, they express no opinion on the Consolidated Financial Statements referred to above. Management has given effect to any significant adjustments and disclosures proposed in the course of the limited review.

The Board of Directors and Stockholders
American Eagle Outfitters, Inc.

We have reviewed the accompanying consolidated balance sheet of American Eagle Outfitters, Inc. as of November 2, 2002, the related consolidated statements of operations for the three and nine month periods ended November 2, 2002 and November 3, 2001, and the consolidated statements of cash flows for the nine month periods ended November 2, 2002 and November 3, 2001. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of American Eagle Outfitters, Inc. as of February 2, 2002, and the related consolidated statements of operations and cash flows for the year then ended (not presented herein) and in our report dated March 1, 2002 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of February 2, 2002, is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
November 12, 2002

14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Net sales increased 3.0% to $374.5 million from $363.7 million for the same period last year, primarily due to new stores. We operated 854 total stores at the end of the 2002 period compared to 788 total stores at the end of the prior year period.

Consolidated comparable store sales, which include American Eagle and Bluenotes/Thriftys stores, decreased 7.0% when compared to the same period last year. Comparable store sales for the American Eagle stores declined 5.2% for the three months ended November 2, 2002.  Bluenotes/Thriftys comparable store sales decreased 27.5% for the period compared to last year.

Gross profit decreased to $146.3 million from $149.5 million. Gross profit as a percent of net sales decreased to 39.1% from 41.1%. The decrease in gross profit as a percent of net sales was attributable primarily to lower merchandise margins and the deleveraging of buying, occupancy and warehousing costs.  Lower merchandise margins resulted from an increase in markdowns as a percent to sales partially offset by an improved markon. The deleveraging of buying, occupancy and warehousing costs resulted primarily from an increase in rent expense and utilities as a percent to sales.

15

Selling, general and administrative expenses increased to $89.8 million from $88.6 million. As a percent of net sales, these expenses decreased to 24.0% from 24.4%. The decrease as a percent to sales is due primarily to the decline in home office salaries, leasing costs, services purchased and travel as a percent to sales.

Depreciation and amortization expense increased to $13.0 million from $11.4 million due primarily to our United States expansion, including new and remodeled stores. As a percent of net sales, these expenses increased to 3.5% from 3.1%.

Other income increased to $0.3 million, or 0.1% of net sales, from $0.1 million, or 0.0% of net sales. The increase as a percent of net sales was primarily due to higher investment income resulting from higher cash reserves partially offset by lower average investment rates.

Income before income taxes decreased to $43.8 million from $49.6 million. As a percent of net sales, income before income taxes decreased to 11.7% from 13.6%. The decrease in income before income taxes as a percent of sales was attributable to the factors noted above.

Net sales increased 7.0% to $971.6 million from $907.6 million for the same period last year, primarily due to new stores. We operated 854 total stores at the end of the 2002 period compared to 788 total stores at the end of the prior year period.

Consolidated comparable store sales, which include American Eagle and Bluenotes/Thriftys stores, decreased 6.2% when compared to the same period last year. Comparable store sales for the American Eagle stores declined 5.0% for the nine months ended November 2, 2002.  Bluenotes/Thriftys comparable store sales decreased 20.6% for the period compared to last year.

Gross profit increased to $366.1 million from $359.4 million. Gross profit as a percent of net sales decreased to 37.7% from 39.6%. The decrease in gross profit as a percent of net sales was attributable primarily to the deleveraging of buying, occupancy and warehousing costs, which resulted primarily from an increase in rent expense and utilities as a percent to sales.

Selling, general and administrative expenses increased to $249.1 million from $233.5 million. As a percent of net sales, these expenses decreased to 25.6% from 25.7%. The decrease as a percent to sales is due primarily to the decline in salaries, services purchased and leasing costs as a percent to sales.

Depreciation and amortization expense increased to $37.4 million from $29.4 million due primarily to our United States expansion, including new and remodeled stores.  As a percent of net sales, these expenses increased to 3.9% from 3.2%.

Other income decreased to $1.1 million, or 0.1% of net sales, from $1.9 million, or 0.2% of net sales. The decrease as a percent of net sales was primarily due to higher interest expense.

Income before income taxes decreased to $80.7 million from $98.4 million. As a percent of net sales, income before income taxes decreased to 8.3% from 10.9%. The decrease in income before income taxes as a percent of sales was attributable to the factors noted above.

16

The following sets forth certain measures of the Company's liquidity:

Net cash provided by operating activities was $15.6 million for the nine months ended November 2, 2002 compared to $16.8 million for the same period last year. The decrease in net cash provided by operating activities was due primarily to lower net income adjusted for depreciation and amortization expense for the nine months ended November 2, 2002 compared to the same period last year.  Additionally, decreased accrued liabilities and increased receivables offset by an increase in accounts payable and decreased prepaid expenses contributed to the decrease in cash provided by operating activities compared to the prior year. 

Net cash used for investing activities of $67.6 million was primarily for capital expenditures of $50.2 million and the net purchase of short-term investments of $12.5 million for the nine months ended November 2, 2002.

Cash outflows for financing activities for the nine months ended November 2, 2002 were primarily for stock repurchases of $15.8 million and $4.0 used for principal payments on the note payable offset by $4.8 million provided by borrowings on the revolving operating facility.

In October 2002, the Company amended its unsecured demand lending arrangement (the "facility") with its bank.  The amended facility provides a $118.6 million line of credit at either the lender's prime lending rate (4.8% at November 2, 2002) or a negotiated rate such as LIBOR   The facility has a limit of $40.0 million that can be used for direct borrowing. No borrowings were required against the line for the current or prior period. At November 2, 2002, letters of credit in the amount of $70.4 million were outstanding leaving a remaining available balance on the facility of $48.2 million. The Company also has an uncommitted letter of credit facility for $50.0 million with a separate financial institution.  At November 2, 2002, letters of credit in the amount of $42.9 million were outstanding, leaving a remaining available balance on the uncommitted letter of credit facility of $7.1 million.

The Company has a $29.1 million non-revolving term facility (the "term facility") and a $4.9 million revolving operating facility (the "operating facility") in connection with its Canadian acquisition.  During October 2002, the Company amended its operating facility to increase the amount available for borrowing to $11.2 million.  The term facility matures in December 2007 and bears interest at the one-month Bankers' Acceptance Rate (2.8% at November 2, 2002) plus 140 basis points.  At November 2, 2002, the remaining balance on the term facility was $20.8 million.  The operating facility was due in November 2002, has five additional one-year extensions, and bears interest at either the lender's prime lending rate (4.5% at November 2, 2002) or the Bankers' Acceptance Rate (2.8% at November 2, 2002) plus 120 basis points.  In November 2002, the Company entered into a one year extension for the operating facility.  At November 2, 2002, borrowings under the operating facility were $4.8 million.

Capital expenditures, net of construction allowances, totaled $50.2 million for the nine months ended November 2, 2002. This amount consisted primarily of expenditures related to new and remodeled American Eagle stores in the United States, fixtures and improvements to existing stores and technological improvements.

17

We expect capital expenditures during the remainder of Fiscal 2002 to be approximately $15 to $20 million which will relate primarily to approximately fifteen new American Eagle stores in the United States, remodeling approximately nine American Eagle stores in the United States and one Bluenotes/Thriftys store in Canada and system improvements. Additionally, we expect capital expenditures for Fiscal 2003 to be approximately $90 to $95 million.  This forward-looking statement will be influenced by factors including our financial position, consumer spending, and the number of acceptable mall store leases that may become available. We believe that our existing cash and investment balances, our cash flow from operations, and our bank lines of credit will be sufficient to meet our anticipated cash requirements through Fiscal 2002 and Fiscal 2003.

The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or method of its application, is generally accepted, management selects the principle or method that is appropriate in the Company's specific circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties. Accordingly, results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality. For more information regarding the Company's critical accounting policies, please see the discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended February 2, 2002.

We do not believe that inflation has had a significant effect on our net sales or our profitability. Substantial increases in cost, however, could have a significant impact on our business and the industry in the future.

This report contains various 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent our expectations or beliefs concerning future events, including the following:

- the planned opening of approximately fifteen American Eagle stores in the United States during the
  remainder of Fiscal 2002,
- the planned remodeling of approximately nine American Eagle stores and one Bluenotes/Thriftys store
  in Canada during the remainder of Fiscal 2002, 
- - the plan to spend approximately $90 to $95 million on capital expenditures during Fiscal 2003 and
- the sufficiency of existing cash and investment balances, cash flows and line of credit facilities to meet Fiscal
  2002 and Fiscal 2003 cash requirements.

We caution that these statements are further qualified by factors that could cause actual results to differ materially from those in the forward-looking statements, including without limitation, the following:

- our ability to anticipate and respond to changing consumer preferences and fashion trends in a timely manner,
- the ability to obtain suitable sites for new stores at acceptable costs,
- - our ability to successfully reposition the Bluenotes brand,
- our ability to successfully acquire and integrate other businesses,

18

- the expansion of buying and inventory capabilities,
- the interruption of the flow of merchandise from key vendors,
- - the effect of an interruption in key business systems, 
- any disaster or casualty resulting in the interruption of service for our distribution centers,
- the effect of overall economic conditions and consumer spending patterns,
- the effect of changes in weather patterns,
- the change in currency and exchange rates, interest rates, duties, tariffs, or quotas,
- the effect of competitive pressures from other retailers, and
- the effect of international and domestic acts of terror. 

The impact of the above factors, some of which are beyond our control, may cause our actual results to differ materially from expected results in these statements and other forward-looking statements we may make from time-to-time.

19

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

20

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 thereunto duly authorized.

Dated December 16, 2002

American Eagle Outfitters, Inc.
(Registrant)

/s/ Laura A. Weil

Laura A. Weil
Executive Vice President and Chief Financial Officer

/s/ Dale E. Clifton

Dale E. Clifton
Vice President, Controller and Chief Accounting Officer

21

I, Roger S. Markfield, Co-Chief Executive Officer of American Eagle Outfitters, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Eagle Outfitters, Inc.;
   
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
   
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and 
   c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date;
   
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
   b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
   
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

December 16, 2002  

/s/ Roger S. Markfield

Roger S. Markfield
President and Co-Chief Executive Officer                          

22

CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

I, James V. O'Donnell, Co-Chief Executive Officer of American Eagle Outfitters, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Eagle Outfitters, Inc.;
   
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
   
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and 
   c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date;
   
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
   b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
   
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

December 16, 2002  

/s/ James V. O'Donnell

James V. O'Donnell
Co-Chief Executive Officer                          

23

I, Laura A. Weil, Chief Financial Officer of American Eagle Outfitters, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Eagle Outfitters, Inc.;
   
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
   
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and 
   c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation date;
   
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
   b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
   
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

December 16, 2002                                              

/s/ Laura A. Weil

Laura A. Weil
Executive Vice President and Chief Financial Officer