As filed with the Securities and Exchange Commission on August 3, 1999
                                                Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             URBAN OUTFITTERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Pennsylvania                             23-2003332
      -------------------------------               -------------------
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)               Identification No.)


                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                Urban Outfitters
                               401(k) Savings Plan
                            ------------------------
                            (Full title of the plan)


                           Richard A. Hayne, President
                             Urban Outfitters, Inc.
                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
                     ---------------------------------------
                     (Name and address of agent for service)


                                   Copies to:
                           Walter J. Mostek, Jr., Esq.
                           Drinker Biddle & Reath LLP
                         Suite 300, 1000 Westlakes Drive
                         Berwyn, Pennsylvania 19312-2409


                                  (215)564-2313
           -----------------------------------------------------------
           Telephone number, including area code, of agent for service



<PAGE>


<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                     Proposed Maximum       Proposed Maximum
 Title of Securities to be       Amount to be       Offering Price per     Aggregate Offering     Amount of Registration
        Registered             Registered(1)(2)          Unit(3)                Price(3)                  Fee(3)
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                   <C>                        <C>
 Common Shares, par value
     $.0001 per share           100,000 Shares          $24.0625              $2,406,250.00              $668.94
------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Pursuant to Rule 416(a), this Registration Statement also registers such
     indeterminate number of additional shares as may become issuable under the
     Plan in connection with share splits, share dividends or similar
     transactions.

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933 this registration
     statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described herein.

(3)  Calculated pursuant to Rule 457(h). The price and fee are computed based
     upon $24.0625, the average of the high and low prices for the common shares
     reported on the NASDAQ National Market System on July 29, 1999.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     Urban Outfitters Inc. (the "Company" and the "Registrant") hereby
incorporated by reference the following documents:

        (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999;

        (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1999 as filed on June 9, 1999;

        (c) the description of the Company's Common Shares contained in the
Registration Statement on Form 8-A filed on November 2, 1993 by the Company
under the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description; and

        (d) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since June 9, 1999.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, but prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of each such report or other document.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modified or superseded such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Harry S. Cherken, Jr., a director of the Company, is a partner in Drinker
     Biddle & Reath LLP. Drinker Biddle & Reath LLP is counsel to the Company
     and assisted the Company in preparation of this Registration Statement. Mr.
     Cherken owns 6,000 of the Company's Common Shares and holds options to
     purchase 62,000 of the Company's Common Shares.



<PAGE>


                                     PART II


     Item 6. Indemnification of Directors and Officers.

     Section 1712 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), sets forth the applicable standard of care for directors
and officers. Section 1712 further provides that, in performing their duties,
directors may rely in good faith on certain information, material and statements
provided by officers of a corporation, certain professionals or experts and
committees of the board upon which the director does not serve and that officers
shall not be liable if they perform their duties in accordance with the
applicable standard of care. Section 1713 of the BCL allows for a corporation's
by-laws to provide that a director shall not be personally liable for any action
taken unless the director has breached the applicable standard of care and such
breach constituted self-dealing, willful misconduct or recklessness.

     Section 1741 of the BCL permits a corporation to indemnify its officers and
directors for any expenses, judgments, fines and settlement amounts paid or
incurred in the defense of third-party actions provided such individuals have
met their applicable standard of care. Section 1743 of the BCL requires a
corporation to indemnify its directors and officers for their expenses incurred
in the successful defense of any third-party or derivative action. The
registrant's By-laws require the registrant to indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the registrant, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
registrant, or is or was serving while a director or officer of the registrant
at the request of the registrant as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgment, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act of failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     The following is a list of exhibits required by Item 601 of Regulation S-K
to be filed as part of this Registration Statement:

4.1  Amended and Restated Articles of Incorporation are incorporated by
     reference to Exhibit 3.1 of the Company's Registration Statement on Form
     S-1 (File No. 33-69378) filed on September 24, 1993.

4.2  Amended and Restated By-laws are incorporated by reference to Exhibit 3.2
     of the Company's Registration Statement on Form S-1 (File No. 33-69378)
     filed on September 24, 1993.

5    Opinion of Drinker Biddle & Reath LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of Drinker Biddle & Reath LLP (included in the opinion filed as
     Exhibit 5 hereto)

24   Powers of Attorney

     The Company has submitted or will submit the Urban Outfitters 401(k)
Savings Plan (the "Plan") and any amendments thereto to the Internal Revenue
Services (the "IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.



<PAGE>


Item 9. Undertakings.

     1. Undertaking Required by Regulation S-K Item 512(a).

        The undersigned Registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        (3) To remove from registration by means of a posteffective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     2. Undertaking Required by Regulation S-K Item 512(b).

        The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3. Undertaking Required by Regulation S-K Item 512(h).

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this
2nd day of August, 1999.

                                            URBAN OUTFITTERS, INC.


                                            By: /s/ Richard A. Hayne
                                                --------------------
                                                Richard A. Hayne
                                                President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>

Signature                                             Title                                  Date
---------                                             -----                                  ----
<S>                                <C>                                                   <C>
/s/ Richard A. Hayne               Chairman of the Board of Directors and President      August 2, 1999
-------------------------
    Richard A. Hayne


/s/ Stephen A. Feldman             Chief Financial Officer                               August 2, 1999
-------------------------
    Stephen A. Feldman


/s/ Kenneth R. Bull                Treasurer                                             August 2, 1999
-------------------------
    Kenneth R. Bull


                                   Director                                              August __, 1999
-------------------------          
    Kenneth K. Cleeland


/s/ Scott A. Belair                Director                                              August 2, 1999
------------------------
    Scott A. Belair


/s/ Harry S. Cherken, Jr.          Director                                              August 2, 1999
-------------------------
    Harry S. Cherken, Jr.


                                   Director                                              August __, 1999
-------------------------
    Joel S. Lawson III


/s/ Burton M. Sapiro               Director                                              August 2, 1999
-------------------------
    Burton M. Sapiro
</TABLE>




<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on the 2nd day of August, 1999.


                                            URBAN OUTFITTERS, INC.
                                            401(k) SAVINGS PLAN


                                            By: /s/  Melanie Kirk
                                                -------------------------------
                                                Melanie Kirk
                                                Plan Administrator



<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number       Description
-------      -----------

4.1          Amended and Restated Articles of Incorporation are incorporated by
             reference to Exhibit 3.1 of the Company's Registration Statement on
             Form S-1 (File No. 33-69378) filed on September 24, 1993.

4.2          Amended and Restated By-laws are incorporated by reference to
             Exhibit 3.2 of the Company's Registration Statement on Form S-1
             (File No. 33-69378) filed on September 24, 1993.

5            Opinion of Drinker Biddle & Reath LLP

23.1         Consent of PricewaterhouseCoopers LLP

23.2         Consent of Drinker Biddle & Reath LLP (included in the opinion
             filed as Exhibit 5 hereto)

24           Powers of Attorney








                                                                       Exhibit 5

                                   LAW OFFICES


                           DRINKER BIDDLE & REATH LLP
                       A PENNSYLVANIA LIMITED PARTNERSHIP
                         SUITE 300, 1000 WESTLAKES DRIVE
                         BERWYN, PENNSYLVANIA 19312-2409
                              Phone (610) 993-2200
                               Fax (610) 993-8585


                                 August 3, 1999

Urban Outfitters, Inc.
1809 Walnut Street
Philadelphia, PA 19103

     Gentlemen: We have acted as counsel to Urban Outfitters, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") relating to 100,000
Common Shares of the Company, par value $.000l per share (the "Shares"),
issuable pursuant to the Company's 401(k) Savings Plan (the "Plan").

     In that capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Articles of
Incorporation and By-Laws, each as amended through the date hereof, resolutions
of its Board of Directors, the Plan, and such other documents and corporate
records as we have deemed appropriate in the circumstances.

     In all cases, we have assumed the legal capacity of each natural person
signing any of the documents and corporate records examined by us, the
genuineness of signatures, the authenticity
 of documents submitted to us as
originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and
other information made available to us by the Company.

     Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that upon the issuance of the Shares
by the Company in accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and nonassessable.

     The opinions expressed herein are limited to the Business Corporation Law
of the Commonwealth of Pennsylvania.

     Please be advised that Harry S. Cherken, Jr., a director of the Company, is
a partner in our firm. Mr. Cherken owns 6,000 of the Company's Common Shares and
options to buy 62,000 of the Company's Common Shares.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we come
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.

                                            Very truly yours,



                                            /s/ DRINKER BIDDLE & REATH LLP
                                                --------------------------
                                                DRINKER BIDDLE & REATH LLP






                                                                    Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 12, 1999 relating to the
consolidated financial statements and financial statement schedules, which
appears in Urban Outfitters, Inc's Annual Report on Form 10-K for the year ended
January 31, 1999.


/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
August 2, 1999








                                                                      Exhibit 24


                               POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Richard A. Hayne and Stephen A. Feldman as his or her attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her, in
any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitutes may do or cause to be done by virtue hereof.


<TABLE>
<CAPTION>

Signature                                           Title                                   Date
---------                                           -----                                   ----
<S>                               <C>                                                   <C>
/s/ Richard A. Hayne              Chairman of the Board of Directors and President      August 2, 1999
-------------------------
    Richard A. Hayne


/s/ Stephen A. Feldman            Chief Financial Officer                               August 2, 1999
-------------------------
    Stephen A. Feldman


/s/ Kenneth R. Bull               Treasurer                                             August 2, 1999
-------------------------
    Kenneth R. Bull


                                  Director                                              August 2, 1999
-------------------------
    Kenneth K. Cleeland


/s/ Scott A. Belair               Director                                              August 2, 1999
-------------------------
    Scott A. Belair


/s/ Harry S. Cherken, Jr.         Director                                              August 2, 1999
-------------------------
    Harry S. Cherken,
 Jr.


                                  Director                                              August 2, 1999
-------------------------
    Joel S. Lawson III


/s/ Burton M. Sapiro              Director                                              August 2, 1999
-------------------------
    Burton M. Sapiro
</TABLE>