SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ROSS ROBERT (Last) (First) (Middle) 1809 WALNUT STREET (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/02/2003	3. Issuer Name and Ticker or Trading Symbol URBAN OUTFITTERS INC [ urbn ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Acting Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	05/18/2000(1)	05/18/2009	Common Stock	3,000	26.9688	D
Employee Stock Option	08/31/2001(1)	08/31/2010	Common Stock	2,500	8.625	D
Employee Stock Option	10/01/2002(2)	03/31/2012	Common Stock	9,500	22.91	D
Employee Stock Option	04/01/2003(3)	09/30/2012	Common Stock	12,026	22.855	D
Employee Stock Option	04/01/2003(3)	09/30/2012	Common Stock	8,474	22.855	D
Employee Stock Option	06/03/2004(4)	06/03/2013	Common Stock	1,000	34.015	D
Employee Stock Option	06/03/2005(5)	06/03/2013	Common Stock	4,000	34.015	D

Explanation of Responses:

1. Vesting 20% per year over a five year period beginning one year from grant date.

2. Vesting 3,000 shares on 10/1/02, 3,000 shares on 4/1/03, and 3,500 shares on 4/1/04

3. Vesting based on a vesting schedule of 30% after 6 months of grant date, 30% after on year of grant date, and 40% after two years from grant date.

4. Vesting 100% after one year from grant date.

5. Vesting 25% per year over a four year period beginning 6/3/05.

	Robert Ross	09/09/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.