Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McDevitt Wendy B.
 2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2010		 3. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [URBN]
(Last)
(First)
(Middle)
5000 SOUTH BROAD STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President, Anthropologie
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PHILADELPHIA, PA 19112		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common shares 5,501 (1)
I
By Profit Sharing Fund

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options - right to buy 08/31/2001 08/31/2010 Common stock 8,200 $ 1.08 D  
Employee Stock Options - right to buy 04/01/2003 04/01/2012 Common stock 25,600 $ 2.86 D  
Employee Stock Options - right to buy 06/03/2004 06/03/2013 Common stock 40,000 $ 4.25 D  
Employee Stock Options - right to buy 01/31/2005 06/20/2014 Common stock 17,276 $ 14.35 D  
Employee Stock Options - right to buy 01/31/2005 06/20/2014 Common stock 2,724 $ 14.35 D  
Employee Stock Options - right to buy 01/18/2006 11/17/2015 Common stock 80,000 $ 31.11 D  
Employee Stock Options - right to buy 08/19/2009(2) 08/18/2015 Common stock 35,000 $ 37.51 D  
Employee Stock Options - right to buy 08/26/2010(3) 08/25/2016 Common stock 25,000 $ 31.77 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McDevitt Wendy B.
5000 SOUTH BROAD STREET
PHILADELPHIA, PA 19112		       Co-President, Anthropologie  

Signatures

/s/ Wendy B. McDevitt 03/04/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This line reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee as of the plan statement date of January 31, 2010.
(2) Vesting 20% per year over a five year period beginning one year from August 19, 2008, the date of grant.
(3) Vesting 20% per year over a five year period beginning one year from August 26, 2009, the date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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