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 *
LAWSON JOEL S III
 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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O 5000 SOUTH BROAD STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/31/2013
(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 Shares 12/12/2012   G 3,000 D $ 0 7,000 D  
Common Shares     (1)       75,000 I by The Mary Ann B. Lawson 2012 Irrevocable Trust
Common Shares     (1)       10,000 I by The Grace R. Lawson Family 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
Director Stock Options Right-to-Buy $ 13.72     (1)     06/02/2005 06/01/2014 Common Shares
60,000
  60,000
D
 
Director Stock Options Right-to-buy $ 27.45     (1)     12/13/2005 06/12/2015 Common Shares
50,000
  50,000
D
 
Director Stock Options Right-to-buy $ 19.765     (1)     05/23/2007 05/22/2016 Common Shares
20,000
  20,000
D
 
Director Stock Options Right-to-buy $ 25.6     (1)     05/22/2008 05/21/2017 Common Shares
20,000
  20,000
D
 
Director Stock Options Right-to-buy $ 30.495     (1)     05/20/2009 05/19/2018 Common Shares
20,000
  20,000
D
 
Director Stock Options Right to Buy $ 21.43     (1)     05/19/2010 05/18/2016 Common Shares
20,000
  20,000
D
 
Director Stock Options Right to Buy $ 39.4     (1)     05/18/2011 05/17/2017 Common Shares
20,000
  20,000
D
 
Director Stock Options Right to Buy $ 36.07     (1)     05/17/2012 05/16/2018 Common Shares
20,000
  20,000
D
 
Director Stock Options Right to Buy $ 29.92     (1)     05/22/2013 05/21/2019 Common Shares
20,000
  20,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAWSON JOEL S III
C/O 5000 SOUTH BROAD STREET
PHILADELPHIA, PA 19112		   X      

Signatures

/s/ Joel S. Lawson III 03/15/2013
**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.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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