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 *
SENK GLEN T
 2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [URBN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

5000 SOUTH BROAD STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2009
(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)       400,000 (2) D  
Common Stock     (1)(3)       5,042 (3) I By Profit Sharing Fund Trust

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 $ 14.35     (1)     01/31/2005(4) 06/20/2014 Common Stock
1,600,000
  1,600,000
D
 
Employee Stock Options - right to buy $ 31.11     (1)     01/18/2006(5) 11/17/2015 Common Stock
100,000
  100,000
D
 
Performance-Based Restricted Stock Unit       (1)       (8)   (8) Common Stock (7)
30,184
  30,184
D
 
Performance-Based Restricted Stock Unit       (1)       (9)   (9) Common Stock (7)
30,184
  30,184.123
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SENK GLEN T
5000 SOUTH BROAD STREET
PHILADELPHIA, PA 19112		   X     Chief Executive Officer  

Signatures

/s/ Glen T. Senk 02/20/2009
**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) Shares represent restricted stock granted by the issuer's Board of Directors.
(3) This line item reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee.
(4) Options vested in their entirety on January 31, 2005. All common shares acquired upon exercise of these options are required to be held by the Reporting Person for one year after the date of exercise of the option, except that the Reporting Person may sell such number of shares as is required to satisfy his tax obligations resulting from such exercise.
(5) Options vested 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.
(6) Each Performance-Based Restricted Stock Unit (PSU) represents a contingent right to receive one share of the issuer's common stock.
(7) The reporting person was granted a number of PSUs equal to $1,000,000 divided by the Fair Market Value of the issuer's common stock on the date of grant, totaling 30,184.123 shares. Any fractional shares will be paid in cash.
(8) Vest January 31, 2010 assuming that certain performance measures relating to the issuer's operating profits and fair market value of the issuer's common stock are met. If the reporting person's employment is terminated before January 31, 2010, the PSUs are forfeited.
(9) Vest January 31, 2011 assuming that certain performance measures relating to the issuer's operating profits and fair market value of the issuer's common stock are met. If the reporting person's employment is terminated before January 31, 2011, the PSUs are forfeited.

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