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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                               (Amendment No. 6)*


                             Urban Outfitters, Inc.
                 ----------------------------------------------
                                (Name of Issuer)


                                  Common Shares
                 ----------------------------------------------
                         (Title of Class of Securities)

                                    917047102
                 ----------------------------------------------
                                 (Cusip Number)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

          |_|  Rule 13d-1(b)

          |_|  Rule 13d-1(c)

          |X|  Rule 13d-1(d)





- -----------------------
     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



<PAGE>


- -------------------------------           --------------------------------------
CUSIP NO.  917047102               13G        Page    1     of     4      Pages
- -------------------------------           --------------------------------------

- --------------------------------------------------------------------------------
     1      NAME OF REPORTING PERSON
            
            Richard A. Hayne
- --------------------------------------------------------------------------------
     2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a)  |_|
                                                                     (b)  |_|
- --------------------------------------------------------------------------------
     3      SEC USE ONLY
            
            
- --------------------------------------------------------------------------------
     4      CITIZENSHIP OR PLACE OF ORGANIZATION

   
            United States
- --------------------------------------------------------------------------------
                            5       SOLE VOTING POWER
  NUMBER OF                         7,374,550
    SHARES              --------------------------------------------------------
 BENEFICIALLY               6       SHARED VOTING POWER                    
   OWNED BY                         3,022 (represents Reporting Person's   
     EACH                           shares allocated pursuant to the Urban 
  REPORTING                         Outfitters, Inc. Profit Sharing Plan   
    PERSON                          Trust)                                 
     WITH               --------------------------------------------------------
                            7       SOLE DISPOSITIVE POWER            
                                    
                                    7,374,550                              
                        --------------------------------------------------------
                             8      SHARED DISPOSITIVE POWER               
                                    3,022 (represents Reporting Person's 
                                    shares allocated pursuant to the Urban 
                                    Outfitters, Inc. Profit Sharing Plan   
                                    Trust)
- --------------------------------------------------------------------------------
     9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            7,377,572
    
- --------------------------------------------------------------------------------
    10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
            EXCLUDES CERTAIN SHARES*

            Row 9 excludes 149,998 shares owned by Reporting Person's spouse of
            which the Reporting Person disclaims beneficial ownership.
- --------------------------------------------------------------------------------
    11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   
            41.6%
- --------------------------------------------------------------------------------
    12      TYPE OF REPORTING PERSON*
    

            IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE>


                  SCHEDULE 13-G -- TO BE INCLUDED IN STATEMENTS
                         FILED PURSUANT TO RULE 13d-1(c)


Item 1.

         (a)      Name of Issuer.

                           Urban Outfitters, Inc.

         (b)      Address of Issuer's Principal Executive Offices.

                           1809 Walnut Street
                           Philadelphia, Pennsylvania 19103

Item 2.

         (a)      Name of Person Filing.

                           Richard A. Hayne

         (b) Address of Principal Business Office or, if none, Residence.

                           1809 Walnut Street
                           Philadelphia, Pennsylvania 19103

         (c)      Citizenship.

                           United States

         (d)      Title of Class of Securities.

                           Common Shares

         (e)      CUSIP Number.

                           917047102

Item 3.           If this statement is filed pursuant to Rule 13d-1(b)(2), or
                  13d-2(c), check whether the person filing is a:

                  Not applicable.



<PAGE>

Item 4.           Ownership.

   
         (a)      Amount Beneficially Owned.

                           7,377,572 Common Shares (Excludes 149,998 shares
                           owned by the Reporting Person's spouse of which
                           the Reporting Person disclaims beneficial ownership)

         (b)      Percent of Class.

                           41.6%
         (c)      Number of shares as to which such person has:

                        (i)    sole power to vote or to direct the vote:
                               7,374,550.

                       (ii)    shared power to vote or to direct the vote: 
                               3,022 (represents Reporting Person's shares 
                               allocated pursuant to the Urban Outfitters, Inc.
                               Profit-Sharing Fund Trust)

                      (iii)    sole power to dispose or to direct the
                               disposition of: 7,374,550.

                       (iv)    shared power to dispose or to direct the
                               disposition of: 3,022 (represents Reporting
                               Person's shares allocated pursuant to the
                               Urban Outfitters, Inc. Profit-Sharing
                               Fund Trust)

    
Item 5.  Ownership of Five Percent or Less of a Class.

                           Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

   
                           Of the shares being reported as beneficially owned by
                           the Reporting Person: (i) 543,334 shares are held by
                           a trust which the Reporting Person serves as
                           co-trustee; and (ii) 543,334 are held by another
                           trust which the Reporting Person serves as
                           co-trustee. Each such trust has the right to receive
                           dividends from, and the proceeds from the sale of,
                           such shares.
    

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company.

                           Not applicable.

Item 8.  Identification and Classification of Members of a Group.

                           Not applicable.



<PAGE>

Item 9.  Notice of Dissolution of Group.

                           Not applicable.

Item 10. Certification.

                           Not applicable.




                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                 February 8, 1999
                                                 ----------------------------
                                                 Date


                                                 /s/ Richard A. Hayne
                                                 ----------------------------
                                                 Signature


                                                 Richard A. Hayne
                                                 ----------------------------
                                                 Name/Title