<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K


                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
                                  EXCHANGE ACT
                                     OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

          [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
                                  EXCHANGE ACT
                                     OF 1934

      For the transition period from _________________ to _________________


                         Commission file number 0-16999


  A. Full title of the plan and address of the plan, if different from that of
                             the issuer named below:

                      Urban Outfitters 401(k) Savings Plan


  B. Name of issuer of the securities held pursuant to the plan and the address
                       of its principal executive office:

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


<PAGE>



                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                          YEAR ENDED DECEMBER 31, 2001


                                    CONTENTS


<TABLE>
<CAPTION>
                                                                                 Page(s)
<S>                                                                              <C>
Independent auditors' report                                                           1

Financial statements:

   Statements of net assets available for benefits                                     2

   Statement of changes in net assets available for benefits                           3

   Notes to financial statements                                                     4-9

Financial schedule:

   Schedule of assets held for investment purposes at end of year                     10

Exhibit 23.1 - Consent of independent auditors

</TABLE>





<PAGE>


                          Independent Auditors' Report


To the Participants and Administrator of
Urban Outfitters 401(k) Savings Plan
Philadelphia, Pennsylvania

We have audited the accompanying statements of net assets available for benefits
of Urban Outfitters 401(k) Savings Plan as of December 31, 2001 and 2000 and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2001. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Urban Outfitters
401(k) Savings Plan as of December 31, 2001 and 2000 and the changes in its net
assets available for benefits for the year ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
the schedule of assets held for investment purposes at end of year is presented
for the purpose of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The information in the Schedule has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.



Mantas, Ohliger, McGary & Quinn, P.C.
King of Prussia, Pennsylvania
May 23, 2002


                                                                               1


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


<TABLE>
<CAPTION>
                                              ASSETS
                                                                                     December 31,
                                                                         --------------------------------------
                                                                              2001                  2000
                                                                         -----------------     ----------------
<S>                                                                      <C>                   <C>
Investments, at fair value:
   Urban Outfitters, Inc. common stock                                   $   1,826,824  (a)    $    597,590  (a)

   Shares of registered investment companies:
      American Century Income and Growth Fund                                  109,941               53,589
      American Century Ultra Fund                                               82,516               43,289
      BlackRock Index Equity Class A Fund                                      161,869
      BlackRock Index Equity Fund                                                                    96,780
      BlackRock Money Market Fund                                            1,246,863  (a)         901,885  (a)
      BlackRock Small Cap Growth Equity Class A Fund                            76,145
      BlackRock Small Cap Growth Equity Fund                                                         55,152
      Janus Adviser Capital Appreciation Fund                                  371,241  (a)
      Janus Adviser Growth and Income Fund                                     344,835  (a)
      Janus Adviser Growth Fund                                                246,065
      Janus Adviser Worldwide Fund                                             259,008  (a)
      Janus Fund                                                                                    168,427  (a)
      Janus Growth and Income Fund                                                                  213,328  (a)
      Janus Mercury Fund                                                                            284,534  (a)
      Janus Worldwide Fund                                                                          148,292  (a)
      Other                                                                    198,321               66,069

   Participant loans                                                            83,876               35,512
                                                                         -------------         ------------

                                                                             5,007,504            2,664,447
                                                                         -------------         ------------

Contributions receivable:
   Participants                                                                 48,614               41,801
   Employer                                                                      9,397                8,302
                                                                         -------------         ------------
                                                                                58,011               50,103
                                                                         -------------         ------------
     Total assets                                                            5,065,515            2,714,550
                                                                         -------------         ------------

                                          LIABILITIES

Liabilities:
   Accrued administrative fees                                                  16,752               18,376
   Refundable contributions                                                     88,724               56,383
                                                                         -------------         ------------

     Total liabilities                                                         105,476               74,759
                                                                         -------------         ------------

Net assets available for benefits                                        $   4,960,039         $  2,639,791
                                                                         =============         ============
</TABLE>


(a) represents 5% or more of net assets available for benefits.

   The accompanying notes are an integral part of these financial statements.

                                                                               2


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


                                    ADDITIONS


<TABLE>
<CAPTION>
                                                                 Year ended December 31,
                                                                          2001
                                                                    -----------------
<S>                                                              <C>
Additions to net assets attributed to:
   Investment income, interest and dividends                              $    53,546
   Net appreciation in fair value of investments                              919,719
                                                                    -----------------

                                                                              973,265
                                                                    -----------------
   Contributions:
      Participants                                                          1,365,535
      Employer                                                                271,833
      Rollovers from other plans                                              144,837
                                                                    -----------------

                                                                            1,782,205
                                                                    -----------------

           Total additions                                                  2,755,470
                                                                    -----------------

                                    DEDUCTIONS

Deductions from net assets attributed to:
   Benefits paid to participants                                              397,381
   Administrative expenses                                                     37,841
                                                                    -----------------

           Total deductions                                                   435,222
                                                                    -----------------

Net increase                                                                2,320,248

Net assets available for benefits:
   Beginning                                                                2,639,791
                                                                    -----------------

   Ending                                                                 $ 4,960,039
                                                                    =================
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                                                               3


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 2001


1.       Description of Plan:

         The following description of the Urban Outfitters, Inc. (the "Company")
         401(k) Savings Plan (the "Plan") provides only general information.
         Participants should refer to the Plan documents for a more complete
         description of the Plan's provisions.

         General:
           The Plan is a defined contribution 401(k) plan covering all employees
           who have completed six months of service and have attained age 18. It
           is subject to the provisions of the Employee Retirement Income
           Security Act of 1974 (ERISA).

         Contributions:
           Participants may elect to contribute 1% to 20% of their eligible
           compensation, as defined, to the Plan, subject to certain limitations
           as outlined in the Plan.

           The Company may make matching contributions (allocated based on
           participant contributions for the year) and additional discretionary
           contributions (allocated based on participant compensation). To be
           eligible for employer contributions, a participant must have
           completed one year of continuous service. For the year ended December
           31, 2001, the Company made matching contributions equal to 25% of the
           first 6% of an employee's compensation deferred under the Plan. No
           additional discretionary contributions were made.

         Participant accounts:
           Each participant's account is credited with the participant's
           elective and rollover contributions and an allocation of the
           Company's contribution and Plan investment earnings, and charged with
           withdrawals and distributions and a share of Plan investment losses.
           The benefit to which a participant is entitled is the benefit that
           can be provided from the participant's vested account. Effective July
           1, 1999, for other than non-participant directed holdings of Urban
           Outfitters, Inc. common stock as of June 30, 1999 and Company
           discretionary contributions which will be used to purchase Urban
           Outfitters, Inc. common stock, participants are able to direct the
           investment of their accounts, including the purchase of additional
           shares of Urban Outfitters, Inc. common stock. Participants may
           change their self-directed investment options at any time.

         Vesting:
           Participants are immediately vested in their contributions plus or
           minus actual earnings or losses thereon. Vesting in the Company's
           contributions is graded over five years of credited service.
           Participants become 100% vested if separated from service on account
           of retirement, death or disability.

                                                                               4


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 2001

1.       Description of Plan (continued):

         Forfeitures:
           Forfeited Company contributions are used first to pay the
           administrative expenses of the Plan and then to reduce the Company's
           contributions for such plan year. During the year ended December 31,
           2001, $9,601 of forfeitures were used to reduce employer
           contributions. Net assets available for benefits include forfeited
           balances of approximately $34,000 at December 31, 2001 and $48,000 at
           December 31, 2000.

         Participant loans:
           Participants may borrow from their vested accounts a minimum of $500
           and up to a maximum equal to the lesser of $50,000 or 50% of the
           value of the participant's vested interest in their account. Loan
           terms range from one to five years, or up to fifteen years for the
           purchase of a residence. The loans are secured by the balance in the
           participant's account and bear interest at the prime rate plus 1%.
           Principal and interest are paid ratably through payroll deductions.

         Payment of benefits:
           A participant who separates from service before retirement, death or
           disability may request early payment of their vested benefits.
           Benefits are paid as soon as administratively feasible following the
           date on which a distribution is requested. A participant whose vested
           account exceeds $5,000 may elect to defer the payment of benefits
           until April 1 of the calendar year following the attainment of age 70
           1/2.

           Separated participants may request an in-kind distribution of the
           portion of their vested account invested in Urban Outfitters, Inc.
           stock.

           Participants, upon attainment of age 59 1/2, may elect to receive
           in-service distributions. Hardship withdrawals are also permitted.

           Plan assets allocated to the accounts of persons who have terminated
           employment with the Company but have not withdrawn from the Plan
           approximated $620,000 at December 31, 2001 and $264,000 at December
           31, 2000.

2.       Summary of significant accounting policies:

         Basis of accounting:
           The financial statements of the Plan are prepared using the accrual
         basis of accounting.

                                                                               5


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 2001


2.       Summary of significant accounting policies (continued):

         Use of estimates:
         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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 additions and deductions during the reporting
         period. Actual results could differ from those estimates.

         Payment of benefits:
           Benefits are recorded when paid.

         Valuation of investments:
           The Plan's investments are stated at fair value and are maintained by
           PNC Bank, N.A. Urban Outfitters, Inc. common stock is stated at fair
           value using quoted market prices from a national securities exchange.
           Shares of registered investment companies are valued at quoted market
           prices which represent the net asset value of shares held by the Plan
           at year end. Participant loans are valued at cost which approximates
           fair value.

           Investments subject the Plan to a concentration of market risk.
           Investments are subject to market volatility which could have a
           material effect on participant account balances.

         Net appreciation in fair value of investments:
           The Plan presents in the statement of changes in net assets available
           for benefits the net appreciation in the fair value of its
           investments which consists of the net realized gains or losses and
           the unrealized appreciation or depreciation on these investments.

         Administrative expenses:
           The Company provides participant data services to the Plan at no
           charge. The Plan pays all administrative expenses.

         Reclassification:
           Certain items included in the 2000 financial statements have been
           reclassified to conform to the 2001 presentation.

                                                                               6


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 2001


3.       Net appreciation in fair value of investments:

         During 2001, the Plan's investments (including gains and losses on
         investments bought and sold, as well as held during the year)
         appreciated (depreciated) in value as follows:

                                                       Year ended December 31,
                                                                2001
                                                       -----------------------


         Urban Outfitters, Inc. common stock,
           nonparticipant-directed                          $    982,525
         Urban Outfitters, Inc. common stock,
           participant-directed                                  247,869
         Registered investment companies                        (310,675)
                                                            ------------

                                                            $    919,719
                                                            ============

4.       Nonparticipant-directed investments:

         Information about the net assets and the significant components of the
         changes in net assets relating to nonparticipant-directed investments
         is as follows:

                                                              December 31,
                                                    ----------------------------
                                                        2001              2000
                                                    -----------       ----------

         Urban Outfitters, Inc. common stock        $ 1,441,275       $  549,734
                                                    ===========       ==========

                                                       Year ended December 31,
                                                                2001
                                                       -----------------------

         Changes in net assets:
           Net appreciation                                 $ 982,525
           Benefits paid to participants                      (62,103)
           Transfer of pre-July 1, 1999
             forfeitures to other funds                       (28,881)
                                                            ---------

                                                            $ 891,541
                                                            =========

                                                                               7


<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 2001


5.       Excess contributions:

         Contributions received from participants for 2001 and 2000 have been
         reduced by, and refundable contributions at December 31, 2001 and 2000
         include, $88,724 refunded in March 2002 and $56,383 refunded in
         February 2001 to return excess deferral contributions to certain active
         participants in order to satisfy the relevant nondiscrimination
         provisions of the Plan.

6.       Plan termination:

         Although they have not expressed any intent to do so, the Company has
         the right under the Plan to discontinue its contributions at any time
         and to terminate the Plan subject to the provisions of ERISA. In the
         event of plan termination, participants will become 100% vested in
         their accounts.

7.       Tax status:

         The Plan has not yet received a determination letter from the Internal
         Revenue Service stating that the plan, as designed, is in compliance
         with the applicable requirements of the Internal Revenue Code. However,
         the plan administrator and the Plan's tax counsel believe that the plan
         is currently designed and being operated in compliance with the
         applicable requirements of the Internal Revenue Code. Therefore, no
         provision for income taxes has been included in the Plan's financial
         statements.

8.       Reconciliation of financial statements to Form 5500:

         The following is a reconciliation of net assets available for benefits
         per the financial statements to Form 5500:


<TABLE>
<CAPTION>
                                                                     December 31,
                                                               ------------------------
                                                                  2001          2000
                                                               -----------   ----------

          <S>                                                  <C>           <C>
          Net assets available for benefits per
            the financial statements                           $ 4,960,039   $2,639,791

          Amounts allocated for refundable
            contributions                                           88,724       56,383
                                                               -----------   ----------


          Net assets available for benefits per Form 5500      $ 5,048,763   $2,696,174
                                                               ===========   ==========
</TABLE>


                                                                               8




<PAGE>

                      URBAN OUTFITTERS 401(k) SAVINGS PLAN
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 2001

8.  Reconciliation of financial statements to Form 5500 (continued):

         The following is a reconciliation of participant contributions per the
         financial statements to Form 5500:

                                                         Year ended December 31,
                                                                 2001
                                                         -----------------------

               Participant contributions per
                  the financial statements                   $ 1,365,535

               Add: Amounts allocated for refundable
                  contributions as December 31, 2001              88,724

                                                           ----------------
               Participant contributions per Form 5500       $ 1,454,259
                                                           ================

         Amounts reported as refundable contributions at December 31, 2000 in
         the amount of $56,383 are reflected as corrective distributions on the
         income and expense statement in the 2001 Form 5500.

         Amounts allocated for refundable contributions to certain participants
         of the Plan were recorded as a liability of the Plan at December 31,
         2001 and 2000, but had not been paid as of those dates.

                                                                               9


<PAGE>

Plan Name:  Urban Outfitters 401(k) Savings Plan               Plan Number:  002
Plan Sponsor:  Urban Outfitters, Inc.                          EIN:  23-2003332


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                     Schedule of Assets Held for Investment Purposes at End of Year
                                                           December 31, 2001
                                                   Attachment for Schedule H, Line 4i
------------------------------------------------------------------------------------------------------------------------------------
(a)  (b) Identity of issue,    (c) Description of investment including maturity date, rate of  (d) Cost     (e) Current value
     borrower, lessor, or      interest, collateral, par, or maturity value
     similar party
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
<S>  <C>                       <C>                                                            <C>                <C>
***  Urban Outfitters, Inc.    Common stock                                                     989,367            1,826,824
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled American Century Ultra Fund                                91,445               82,516
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled American Century Income and Growth Fund                   119,284              109,941
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled American Century GNMA Fund                                 67,351               67,066
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled American Century Equity Growth Fund                        57,311               51,772
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled Fidelity Adviser Gov't Investment Fund                     79,159               79,483
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled Janus Adviser Capital Appreciation Fund                   365,980              371,241
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled Janus Adviser Growth Fund                                 243,641              246,065
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled Janus Adviser Growth and Income Fund                      341,093              344,835
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled Janus Adviser Worldwide Fund                              254,535              259,008
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled BlackRock Index Equity Class A Fund                       160,676              161,869
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled BlackRock Money Market Fund                             1,246,863            1,246,863
------------------------------------------------------------------------------------------------------------------------------------
     PNC Bank                  Pooled BlackRock Small Cap Growth Equity Class A Fund             73,375               76,145
------------------------------------------------------------------------------------------------------------------------------------
     Participant loans         Prime + 1%                                                             0               83,876
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

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------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


  ***Party-in-interest

                                                                              10


<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other person(s) who administer(s) the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                       URBAN OUTFITTERS
                                                       401(k) SAVINGS PLAN

Date: June 27, 2002                           By: /s/  Stephen A. Feldman
                                                       ------------------
                                                       Stephen A. Feldman
                                                       Plan Administrator

                                                                              11




<PAGE>

                                                                    Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-84333) of Urban Outfitters, Inc. of our report
dated May 23, 2002 relating to the financial statements and financial schedule
of Urban Outfitters 401(k) Savings Plan, which appear in this Form 11-K.

Mantas, Ohliger McGary & Quinn, P.C.
King of Prussia, Pennsylvania
June 27, 2002