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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. )

				 	  Urban Outfitters
					  (Name of Issuer)

						Common Shares
				(Title of Class of Securities)

						  917047102
						(CUSIP Number)

					December 31, 2002
		(Date of Event Which Requires Filing of this Statement)

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

					/_X_/	Rule 13d-1(b)


* 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 disclosures provided in a prior cover page.

The information required on 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).

Potential persons who are to respond to the collection of information 
contained in this form are not required to respond unless the form displays 
a currently valid OMB control number.

SEC 1745 (3-98)			Page 1 of 10

<Page>
CUSIP No. 917047102				13G				Page 2 of 10

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1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	RS Investment Management Co. LLC
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2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)/   /
	(b)/   /
----------------------------------------------------------------
3	SEC USE ONLY

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4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
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	  NUMBER OF	5	SOLE VOTING POWER
	   SHARES			-0-
	BENEFICIALLY		---------------------------------------
	  OWNED BY		6	SHARED VOTING POWER
	    EACH			-1,184,500-
	 REPORTING		---------------------------------------
	   PERSON		7	SOLE DISPOSITIVE POWER
	    WITH			-0-
					---------------------------------------
				8	SHARED DISPOSITIVE POWER
					-1,184,500-
----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-1,184,500-
----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See 
Instructions)

----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	6.1%
----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	OO, HC
----------------------------------------------------------------

<Page>
CUSIP No. 917047102				13G				Page 3 of 10

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1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	RS Investment Management, L.P.
----------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)/  /
	(b)/  /
----------------------------------------------------------------
3	SEC USE ONLY

----------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California
----------------------------------------------------------------
	  NUMBER OF	5	SOLE VOTING POWER
	   SHARES			-0-
	BENEFICIALLY		---------------------------------------
	  OWNED BY		6	SHARED VOTING POWER
	    EACH			-1,152,700-
	 REPORTING		---------------------------------------
	   PERSON		7	SOLE DISPOSITIVE POWER
	    WITH			-0-
					---------------------------------------
				8	SHARED DISPOSITIVE POWER
					-1,152,700-
----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-1,152,700-
----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See 
Instructions)

----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.9%
----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	PN, IA
----------------------------------------------------------------

<Page>
CUSIP No. 917047102				13G				Page 4 of 10

----------------------------------------------------------------
1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	G. Randall Hecht
----------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)/   /
	(b)/   /
----------------------------------------------------------------
3	SEC USE ONLY

----------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA
----------------------------------------------------------------
	  NUMBER OF	5	SOLE VOTING POWER
	   SHARES			-0-
	BENEFICIALLY		---------------------------------------
	  OWNED BY		6	SHARED VOTING POWER
	    EACH			-1,184,500-
	 REPORTING		---------------------------------------
	   PERSON		7	SOLE DISPOSITIVE POWER
	    WITH			-0-
					---------------------------------------
				8	SHARED DISPOSITIVE POWER
					-1,184,500-
----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	-1,184,500-
----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See 
Instructions)

----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	6.1%
----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	HC, IN
----------------------------------------------------------------

<Page>
CUSIP No. 917047102				13G				Page 5 of 10

ITEM 1.

     (a)  The name of the issuer is Urban Outfitters
(the "Issuer").

     (b)  The principal executive office of the Issuer is located at:
1809 Walnut Street, Philadelphia, PA  19103.


ITEM 2.

     (a-c)  See Annex I for information on the persons filing this 
statement (collectively, the "Filers")

     (d)  This statement relates to shares of common stock of the Issuer 
(the "Stock").

     (e)  The CUSIP number of the Stock is 917047102.


<Page>
CUSIP No. 917047102				13G			Page 6 of 10

ITEM 3.  If this statement is filed pursuant to rule 240.13d-1(b) or 
240.13d-2(b) or (c), check whether the person filing is a:

	(a)	___	Broker or dealer registered under section 15 of the Act (15 
U.S.C. 78o).

	(b)	___	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 
78c).

	(c)	___	Insurance company as defined in section 3(a)(19) of the Act 
(15 U.S.C. 78c).

	(d)	___	Investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	_X*_	An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).	*RS Investment Management, L.P. is a registered
			investment adviser.

	(f)	___	An employee benefit plan or endowment fund in accordance 
with 240.13d-1(b)(1)(ii)(F).

	(g)	_X*_	A parent holding company or control person in accordance 
with 240.13d-1(b)(1)(ii)(G).
			*RS Investment Management Co. LLC is the general partner
			of RS Investment Management, L.P.  G. Randall
			Hecht is a control person of RS Investment Management
			Co. LLC and RS Investment Management, L.P.

	(h)	___	A savings association as defined in section 3(b) of the 
Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	___	A church plan that is excluded from the definition of an 
investment company under section 3(c)(14) of the Investment Company Act of 
1940 (15 U.S.C. 80a-3).

	(j)	___	Group, in accordance with section 240.13d-1(b)(1)(ii)(J)


<Page>
CUSIP No. 917047102				13G			Page 7 of 10

ITEM 4.  OWNERSHIP

See Items 5-9 and 11 on the cover page for each Filer.


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date 
hereof the reporting person has ceased to be the beneficial owner of more 
than five percent of the class of securities, check the following /___/.


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

RS Investment Management Co. LLC is the parent company of registered
investment advisers whose clients have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the Stock.  No individual client's holdings of the
Stock are more than five percent of the outstanding Stock.

RS Investment Management, L.P. is a registered investment adviser.
RS Investment Management Co. LLC is the General Partner of RS
Investment Management, L.P.  G. Randall Hecht is a control
person of RS Investment Management Co. LLC and RS Investment
Management, L.P.


<Page>
CUSIP No. 917047102				13G			Page 8 of 10

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 THE GROUP

Not applicable.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.  CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, 
the securities referred to above were acquired and are held in the ordinary 
course of business and were not acquired and are not held for the purpose 
of or with the effect of changing or influencing the control of the issuer 
of the securities and were not acquired and are not held in connection with 
or as a participant in any transaction having that purpose or effect.



						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.

Dated:  February 14, 2003

RS INVESTMENT MANAGEMENT CO. LLC
By:  /s/	G. Randall Hecht
		G. Randall Hecht
		Chief Executive Officer

RS INVESTMENT MANAGEMENT, L.P.
By:  /s/	G. Randall Hecht
		G. Randall Hecht
		Chief Executive Officer

/s/	G. Randall Hecht
	G. Randall Hecht

<Page>
CUSIP No. 917047102				13G			Page 9 of 10

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly 
pursuant to Rule 13d-1(f)(1).  Each of them is responsible for the timely 
filing of the Schedule 13G and any amendments thereto, and for the 
completeness and accuracy of the information concerning such person 
contained therein; but none of them is responsible for the completeness or 
accuracy of the information concerning the other persons making the filing, 
unless such person knows or has reason to believe that such information is 
accurate.

Dated:  February 14, 2003

RS INVESTMENT MANAGEMENT CO. LLC
By:  /s/	G. Randall Hecht
		G. Randall Hecht
		Chief Executive Officer

RS INVESTMENT MANAGEMENT, L.P.
By:  /s/	G. Randall Hecht
		G. Randall Hecht
		Chief Executive Officer

/s/	G. Randall Hecht
	G. Randall Hecht

<Page>
CUSIP No. 917047102				13G			Page 10 of 10

Annex I

The filers are:

I.	(a)	RS Investment Management Co. LLC, is a Delaware Limited Liability
     Company.
(b) holding company

II.	(a)	RS Investment Management, L.P. is a California Limited
Partnership.
	(b)	registered investment adviser

III.	(a)	G. Randall Hecht is a control person of RS Investment Management
Co. LLC and RS Investment Management, L.P.
	(b)	individual