SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Wurtzburger Wendy (Last) (First) (Middle) 5000 SOUTH BROAD STREET (Street) PHILADELPHIA PA 19112 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/26/2010	3. Issuer Name and Ticker or Trading Symbol URBAN OUTFITTERS INC [ URBN ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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 stock	4,181(1)	I	By Profit Sharing Fund

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: 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 Option - right to buy	01/31/2005	06/20/2014	Common stock	15,960	14.35	D
Employee Stock Option - right to buy	01/31/2005	06/20/2014	Common stock	40	14.35	D
Employee Stock Option - right to buy	01/18/2006	11/17/2015	Common stock	100,000	31.11	D
Employee Stock Option - right to buy	08/19/2009(2)	08/18/2015	Common stock	75,000	37.51	D
Employee Stock Option - right to buy	08/26/2010(3)	08/25/2016	Common stock	30,000	31.77	D

Explanation of Responses:

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.

	/s/ Wendy Wurtzburger	03/04/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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