Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
McDevitt Wendy B.
 2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [URBN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Global Co-Pres., Anthropologie
(Last)
(First)
(Middle)

5000 SOUTH BROAD STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2011
(Street)


PHILADELPHIA, PA 19112		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock     (1)       8,200 D  
Common Stock     (1)(2)       5,040 I By Profit Sharing Fund (401(k) Plan)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options - right to buy $ 2.86     (1)     04/01/2003(3) 04/01/2012 Common Stock
16,100
  16,100
D
 
Employee Stock Options - right to buy $ 4.25     (1)     06/03/2004(4) 06/03/2013 Common Stock
40,000
  40,000
D
 
Employee Stock Options - right to buy $ 14.35     (1)     01/31/2005(5) 06/20/2014 Common Stock
20,000
  20,000
D
 
Employee Stock Options - right to buy $ 31.11     (1)     01/18/2006(6) 11/17/2015 Common Stock
80,000
  80,000
D
 
Employee Stock Options - right to buy $ 37.51     (1)     08/19/2009(7) 08/18/2015 Common Stock
35,000
  35,000
D
 
Employee Stock Options - right to buy $ 31.77     (1)     08/26/2010(8) 08/25/2016 Common Stock
25,000
  25,000
D
 
Stock Appreciation Right $ 32.8 (9)     (1)     09/08/2013(10) 09/07/2018 Common Stock
29,700
  29,700
D
 
Performance Based Restricted Stock Unit       (1)       (12)   (12) Common Stock
32,400
  32,400
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McDevitt Wendy B.
5000 SOUTH BROAD STREET
PHILADELPHIA, PA 19112		       Global Co-Pres., Anthropologie  

Signatures

/s/ Wendy B. McDevitt 03/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) Report of fiscal year-end holdings only.
(2) This line reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee as of the plan statement date of January 31, 2011.
(3) Vesting 20% per year over a five year period beginning one year from April 1, 2002, the date of grant.
(4) Vesting 20% per year over a five year peiod beginning one year from June 3, 2003, the date of grant.
(5) Vested 100% on 01/31/2005.
(6) Options vest in their entirety on January 18, 2006. All common shares acquired upon exercise of these options are required to be held by the Reporting Person until 11/18/10.
(7) Vesting 20% per year over a five year period beginning one year from August 19, 2008, the date of grant.
(8) Vesting 20% per year over a five year period beginning one year from August 26, 2009, the date of grant.
(9) The Stock Appreciation Right ("SAR") entitles the reporting person, upon exercise, to the number of shares of common stock with a fair market value on the exercise date equal to: (i) the excess of the fair market value of a share of common stock on the exercise date over the base price of $32.80, times (ii) the number of SAR shares exercised.
(10) The SAR vests 50% on September 8, 2013, an additional 25% on September 8, 2014 and the remaining 25% on September 8, 2015.
(11) Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the issuer's common stock.
(12) The PSUs are eligible to vest on April 1, 2015, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2012, 2013, 2014, and 2015, as well as the average closing price of the issuer's common stock during fiscal year 2015.

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