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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)1
URBAN OUTFITTERS, INC.
- ------------------------------
(Name of Issuer)
COMMON STOCK
- ---------------------------------
(Title of Class of Securities)
917047102
- -----------------------
(Cusip Number)
1The 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.)
[Continued on the following page(s)]
Page 1 of 7 Pages
CUSIP No. 917047102 13G Page 2 of 7 Pages
- ----------------------------------------------------------------
1. Name of reporting persons
S.S. or I.R.S. identification no. of above persons
Wellington Management Company, LLP
04-2683227
- ----------------------------------------------------------------
2. Check the appropriate box if a member of a group*
(a)[ ]
(b)[ ]
- ----------------------------------------------------------------
3. SEC use only
- ----------------------------------------------------------------
4. Citizenship or place of organization
Massachusetts
- ----------------------------------------------------------------
5. Sole Voting Power
0
Number of -----------------------------
shares 6. Shared Voting Power
beneficially
owned by 657,000
each -----------------------------
reporting 7. Sole Dispositive Power
person
with 0
-----------------------------
8. Shared Dispositive Power
1,561,200
- ---------------------------------------------------------------
9. Aggregate amount beneficially owned by each reporting person
1,561,200
- ----------------------------------------------------------------
10. Check box if the aggregate amount in row (9) excludes certain shares*
[ ]
- ----------------------------------------------------------------
11. Percent of class represented by amount in row 9
8.81%
- ----------------------------------------------------------------
12. Type of reporting person
IA, HC
CUSIP No. 917047102 13G Page 3 of 7 Pages
Item 1(a). Name of Issuer:
URBAN OUTFITTERS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
1809 Walnut Street
Philadelphia PA 19103
Item 2(a). Name of Person Filing:
Wellington Management Company, LLP ("WMC")
Item 2(b). Address of Principal Business Office or, if None,
Residence:
75 State Street
Boston, Massachusetts 02109
Item 2(c). Citizenship:
Massachusetts
Item 2(d). Title of Class of Securities:
COMMON STOCK
Item 2(e). CUSIP Number:
917047102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ X ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
CUSIP No. 917047102 13G Page 4 of 7 Pages
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) [ X ] Parent Holding Company, in accordance with Rule 13d-
1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership:
(a) Amount beneficially owned: WMC, in its capacity as
investment adviser, may be deemed to beneficially own
1,561,200 shares of the Issuer which are held of record by
clients of WMC.
(b) Percent of Class: 8.81%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct
the vote 0
(ii) Shared power to vote or to direct
the vote 657,000
(iii) Sole power to dispose or to direct
the disposition of 0
(iv) Shared power to dispose or to direct
the disposition of 1,561,200
CUSIP No. 917047102 13G Page 5 of 7 Pages
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.
The securities as to which this Schedule is filed by WMC, in
its capacity as investment adviser, are owned of record by
clients of WMC. Those clients have the right to receive, or
the power to direct the receipt of, dividends from, or the
proceeds from the sale of, such securities. No such client is
known to have such right or power with respect to more than
five percent of this class of securities, except as follows:
None
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit A
Item 8. Identification and Classification of Members of the Group.
Not Applicable. This schedule is not being filed pursuant to
Rule 13d-1(b)(1)(ii)(H) or Rule 13d-1(c).
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 in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect."
CUSIP No. 917047102 13G Page 6 of 7 Pages
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.
Date: December 31, 1998
Signature: --//Brian P. Hillery//--
Name/Title: Brian P. Hillery
Assistant Vice President
* Signed pursuant to a Power of Attorney dated January 15, 1997 and
filed with the SEC on January 24, 1997.
CUSIP No. 917047102 13G Page 7 of 7 Pages
Exhibit A
Pursuant to the instructions in Item 7 of this Schedule 13G, the identity
and the Item 3 classification of the relevant subsidiary are: Wellington
Trust Company, NA, 75 State Street, Boston MA 02109, a wholly-owned
subsidiary of Wellington Management Company, LLP and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934.