As filed with the Securities and Exchange Commission on June 6, 2000

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549 - 1004


                                   FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             URBAN OUTFITTERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Pennsylvania                                             23-2003332
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                   URBAN OUTFITTERS 2000 STOCK INCENTIVE PLAN
                   ------------------------------------------
                            (Full title of the plan)

                           Richard A. Hayne, President
                             Urban Outfitters, Inc.
                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (215) 564-2313
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                  Please send copies of all communications to:

                           Walter J. Mostek, Jr., Esq.
                           Drinker Biddle & Reath LLP
                         Suite 300, 1000 Westlakes Drive
                         Berwyn, Pennsylvania 19312-2409

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================

                          Amount of shares to       Proposed maximum            Proposed maximum         Amount of
 Title of securities to     be registered       offering price per share    aggregate offering price    registration
     be Registered               (1)                       (2)                        (2)                   fee
-----------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                         <C>                         <C>
Common Shares, par
value $.0001 per share     1,250,000 shares             $9.3125                 $11,640,625               $3,074
=======================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(a), this Registration Statement also registers
     such indeterminate number of additional shares as may become issuable
     under the Plan in connection with share splits, share dividends or
     similar transactions.

(2)  Calculated pursuant to Rule 457(h). The price and fee are computed
     based upon $9.3125, the average of the highest and lowest prices for the
     Common Shares reported on the NASDAQ National Market System on June 1,
     2000.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
        (Not required to be filed as part of the Registration Statement)


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Urban Outfitters, Inc. (the "Company" and the "Registrant") in connection
with the filing of this Registration Statement under the Securities Act of 1933,
as amended (the "Act"), hereby incorporates by reference the following
documents:

     (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000;

     (b) the description of the Company's Common Shares contained in the
Registration Statement on Form 8-A filed on November 2, 1993 by the Company
under the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description; and

     (c) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the date of the filing of the Company's
Annual Report on Form 10-K for the fiscal year ending January 31, 2000.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, but prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of each such report or other document.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Harry S. Cherken, Jr., a director of the Company, is a partner in
     Drinker Biddle & Reath LLP. Drinker Biddle & Reath LLP is counsel to the
     Company and assisted the Company in preparation of this Registration
     Statement. Mr. Cherken owns 8,000 shares of the Company's Common Shares and
     holds options to purchase 62,000 shares of the Company's Common Shares

                                      II-1
<PAGE>


Item 6. Indemnification of Directors and Officers.

     Section 1712 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), sets forth the applicable standard of care for directors
and officers. Section 1712 further provides that, in performing their duties,
directors may rely in good faith on certain information, material and statements
provided by officers of a corporation, certain professionals or experts and
committees of the board upon which the director does not serve and that officers
shall not be liable if they perform their duties in accordance with the
applicable standard of care. Section 1713 of the BCL allows for a corporation's
by-laws to provide that a director shall not be personally liable for any action
taken unless the director has breached the applicable standard of care and such
breach constituted self-dealing, willful misconduct or recklessness.

     Section 1741 of the BCL permits a corporation to indemnify its officers and
directors for any expenses, judgments, fines and settlement amounts paid or
incurred in the defense of third-party actions provided such individuals have
met their applicable standard of care. Section 1743 of the BCL requires a
corporation to indemnify its directors and officers for their expenses incurred
in the successful defense of any third-party or derivative action. The
Registrant's By-Laws require the Registrant to indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Registrant, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving while a director or officer of the Registrant
at the request of the Registrant as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgment, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act of failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     The following is a list of exhibits required by Item 601 of Regulation S-K
to be filed as part of this Registration Statement:

4.1  Amended and Restated Articles of Incorporation of the Company are
     incorporated by reference to Exhibit 3.1 of the Company's Registration
     Statement on Form S-1 (File No. 33-69378) filed on September 24, 1993.

4.2  Amended and Restated By-Laws of the Company are incorporated by reference
     to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (File
     No. 33-69378) filed on September 24, 1993.

5    Opinion of Drinker Biddle & Reath LLP

23.1 Consent of Arthur Andersen LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Drinker Biddle & Reath LLP (included in the opinion filed as
     Exhibit 5 hereto)

24   Powers of Attorney (see Signature Page)


                                      II-2

<PAGE>


Item 9. Undertakings.


     1. Undertaking Required by Regulation S-K Item 512(a).

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in the volume of securities offered (if the total dollar value of
     the securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the maximum offering range may be
     reflected in the form of prospectus filed with the Commission pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price
     represents no more than 20 percent change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement.

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
---- ----

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2. Undertaking Required by Regulation S-K Item 512(b).

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
                                               ---- ----

3. Undertaking Required by Regulation S-K Item 512(h).

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on June
5, 2000.

                                        URBAN OUTFITTERS, INC.

                                        By: /s/ Richard A. Hayne
                                            -------------------------------
                                            Richard A. Hayne
                                            President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Richard A. Hayne and Stephen A. Feldman and
each of them singly as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, granting unto each of such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters, as
fully to all intents and purpose as he or she might or could do in person, and
hereby ratifying and confirming all that each of such attorney-in-fact and agent
or any of them or his or her substitutes may do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
Signature                           Title                                                     Date
---------                           -----                                                     ----
<S>                                 <C>                                                    <C>
/s/ Richard A. Hayne                 Chairman of the Board of Directors and President      June 5, 2000
-------------------------------
Richard A. Hayne
(Principal Executive Officer)

/s/ Stephen A. Feldman               Chief Financial Officer                               June 5, 2000
-------------------------------
Stephen A. Feldman
(Principal Financial Officer)

/s/ Kenneth R. Bull                  Treasurer                                             June 5, 2000
-------------------------------
Kenneth R. Bull
(Principal Accounting Officer)

                                     Director
-------------------------------
Scott A. Belair

/s/ Harry S. Cherken, Jr.            Director                                              June 5, 2000
-------------------------------
Harry S. Cherken, Jr.

                                     Director
-------------------------------
Kenneth K. Cleeland

/s/ Joel S. Lawson III               Director                                              June 5, 2000
-------------------------------
Joel S. Lawson III

/s/ Burton M. Sapiro                 Director                                              June 5, 2000
-------------------------------
Burton M. Sapiro
</TABLE>

                                      II-4

<PAGE>


                                  EXHIBIT INDEX



<TABLE>
<CAPTION>

                                                                                  Page number in Rule 403
Exhibit                                                                           sequential numbering system
Number       Description of Exhibit                                               where Exhibit can be found
------       ----------------------                                               --------------------------
<S>          <C>                                                                  <C>
4.1          Amended and Restated Articles of Incorporation of the Company are
             incorporated by reference to Exhibit 3.1 of the Company's
             Registration Statement on Form S-1 (File No. 33-69378) filed on
             September 24, 1993.

4.2          Amended and Restated By-Laws of the Company are incorporated by
             reference to Exhibit 3.2 of the Company's Registration Statement
             on Form S-1 (File No. 33-69378) filed on September 24, 1993.

5            Opinion of Drinker Biddle & Reath LLP                                            II-6

23.1         Consent of Arthur Andersen LLP                                                   II-7

23.1         Consent of PricewaterhouseCoopers LLP                                            II-8

23.2         Consent of Drinker Biddle and Reath LLP

24           Powers of Attorney (see Signature Page)
</TABLE>


                                      II-5
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{"company-data": {"conformed-name": "URBAN OUTFITTERS INC", "cik": "0000912615", "assigned-sic": "5651", "irs-number": "232003332", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38648", "film-number": "649924"}, "business-address": {"street1": "1809 WALNUT ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2155642313"}, "mail-address": {"street1": "1809 WALNUT STREET", "street2": "1809 WALNUT STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
As filed with the Securities and Exchange Commission on June 6, 2000

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549 - 1004

                                   FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             URBAN OUTFITTERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                             23-2003332
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                   URBAN OUTFITTERS 2000 STOCK INCENTIVE PLAN
                   ------------------------------------------
                            (Full title of the plan)

                           Richard A. Hayne, President
                             Urban Outfitters, Inc.
                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (215) 564-2313
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                  Please send copies of all communications to:

                           Walter J. Mostek, Jr., Esq.
                           Drinker Biddle & Reath LLP
                         Suite 300, 1000 Westlakes Drive
                         Berwyn, Pennsylvania 19312-2409

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================

                          Amount of shares to       Proposed maximum            Proposed maximum         Amount of
 Title of securities to     be registered       offering price per share    aggregate offering price    registration
     be Registered               (1)                       (2)                        (2)                   fee
-----------------------------------------------------------------------------------------------------------------------
Common Shares, par
value $.0001 per share     1,250,000 shares             $9.3125                 $11,640,625               $3,074
=======================================================================================================================
(1)  Pursuant to Rule 416(a), this Registration Statement also registers
     such indeterminate number of additional shares as may become issuable
     under the Plan in connection with share splits, share dividends or
     similar transactions.

(2)  Calculated pursuant to Rule 457(h). The price and fee are computed
     based upon $9.3125, the average of the highest and lowest prices for the
     Common Shares reported on the NASDAQ National Market System on June 1,
     2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
        (Not required to be filed as part of the Registration Statement)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Urban Outfitters, Inc. (the "Company" and the "Registrant") in connection
with the filing of this Registration Statement under the Securities Act of 1933,
as amended (the "Act"), hereby incorporates by reference the following
documents:

     (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2000;

     (b) the description of the Company's Common Shares contained in the
Registration Statement on Form 8-A filed on November 2, 1993 by the Company
under the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description; and

     (c) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the date of the filing of the Company's
Annual Report on Form 10-K for the fiscal year ending January 31, 2000.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, but prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of each such report or other document.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Harry S. Cherken, Jr., a director of the Company, is a partner in
     Drinker Biddle & Reath LLP. Drinker Biddle & Reath LLP is counsel to the
     Company and assisted the Company in preparation of this Registration
     Statement. Mr. Cherken owns 8,000 shares of the Company's Common Shares and
     holds options to purchase 62,000 shares of the Company's Common Shares

                                      II-1
Item 6. Indemnification of Directors and Officers.

     Section 1712 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), sets forth the applicable standard of care for directors
and officers. Section 1712 further provides that, in performing their duties,
directors may rely in good faith on certain information, material and statements
provided by officers of a corporation, certain professionals or experts and
committees of the board upon which the director does not serve and that officers
shall not be liable if they perform their duties in accordance with the
applicable standard of care. Section 1713 of the BCL allows for a corporation's
by-laws to provide that a director shall not be personally liable for any action
taken unless the director has breached the applicable standard of care and such
breach constituted self-dealing, willful misconduct or recklessness.

     Section 1741 of the BCL permits a corporation to indemnify its officers and
directors for any expenses, judgments, fines and settlement amounts paid or
incurred in the defense of third-party actions provided such individuals have
met their applicable standard of care. Section 1743 of the BCL requires a
corporation to indemnify its directors and officers for their expenses incurred
in the successful defense of any third-party or derivative action. The
Registrant's By-Laws require the Registrant to indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the Registrant, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving while a director or officer of the Registrant
at the request of the Registrant as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgment, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act of failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     The following is a list of exhibits required by Item 601 of Regulation S-K
to be filed as part of this Registration Statement:

4.1  Amended and Restated Articles of Incorporation of the Company are
     incorporated by reference to Exhibit 3.1 of the Company's Registration
     Statement on Form S-1 (File No. 33-69378) filed on September 24, 1993.

4.2  Amended and Restated By-Laws of the Company are incorporated by reference
     to Exhibit 3.2 of the Company's Registration Statement on Form S-1 (File
     No. 33-69378) filed on September 24, 1993.

5    Opinion of Drinker Biddle & Reath LLP

23.1 Consent of Arthur Andersen LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Drinker Biddle & Reath LLP (included in the opinion filed as
     Exhibit 5 hereto)

24   Powers of Attorney (see Signature Page)

                                      II-2
Item 9. Undertakings.

     1. Undertaking Required by Regulation S-K Item 512(a).

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in the volume of securities offered (if the total dollar value of
     the securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the maximum offering range may be
     reflected in the form of prospectus filed with the Commission pursuant to
     Rule 424(b) if, in the aggregate, the changes in volume and price
     represents no more than 20 percent change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective Registration Statement.

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
---- ----

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2. Undertaking Required by Regulation S-K Item 512(b).

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
                                               ---- ----

3. Undertaking Required by Regulation S-K Item 512(h).

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on June
5, 2000.

                                        URBAN OUTFITTERS, INC.

                                        By: /s/ Richard A. Hayne
                                            -------------------------------
                                            Richard A. Hayne
                                            President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Richard A. Hayne and Stephen A. Feldman and
each of them singly as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him or her, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, granting unto each of such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters, as
fully to all intents and purpose as he or she might or could do in person, and
hereby ratifying and confirming all that each of such attorney-in-fact and agent
or any of them or his or her substitutes may do or cause to be done by virtue
hereof.
Signature                           Title                                                     Date
---------                           -----                                                     ----
/s/ Richard A. Hayne                 Chairman of the Board of Directors and President      June 5, 2000
-------------------------------
Richard A. Hayne
(Principal Executive Officer)

/s/ Stephen A. Feldman               Chief Financial Officer                               June 5, 2000
-------------------------------
Stephen A. Feldman
(Principal Financial Officer)

/s/ Kenneth R. Bull                  Treasurer                                             June 5, 2000
-------------------------------
Kenneth R. Bull
(Principal Accounting Officer)

                                     Director
-------------------------------
Scott A. Belair

/s/ Harry S. Cherken, Jr.            Director                                              June 5, 2000
-------------------------------
Harry S. Cherken, Jr.

                                     Director
-------------------------------
Kenneth K. Cleeland

/s/ Joel S. Lawson III               Director                                              June 5, 2000
-------------------------------
Joel S. Lawson III

/s/ Burton M. Sapiro                 Director                                              June 5, 2000
-------------------------------
Burton M. Sapiro
II-4
EXHIBIT INDEX
Page number in Rule 403
Exhibit                                                                           sequential numbering system
Number       Description of Exhibit                                               where Exhibit can be found
------       ----------------------                                               --------------------------
4.1          Amended and Restated Articles of Incorporation of the Company are
             incorporated by reference to Exhibit 3.1 of the Company's
             Registration Statement on Form S-1 (File No. 33-69378) filed on
             September 24, 1993.

4.2          Amended and Restated By-Laws of the Company are incorporated by
             reference to Exhibit 3.2 of the Company's Registration Statement
             on Form S-1 (File No. 33-69378) filed on September 24, 1993.

5            Opinion of Drinker Biddle & Reath LLP                                            II-6

23.1         Consent of Arthur Andersen LLP                                                   II-7

23.1         Consent of PricewaterhouseCoopers LLP                                            II-8

23.2         Consent of Drinker Biddle and Reath LLP

24           Powers of Attorney (see Signature Page)
II-5