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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 10-Q

[X]QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 30, 2001

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-16999

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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 of Organization) Identification No.)

1809 Walnut Street, Philadelphia, PA 19103
(Address of principal executive office) (Zip Code)

(215) 564-2313
(Registrant's telephone number including area code)

N/A
(Former name, former address and former fiscal year, if changed since last
report)

----------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Number of Shares Outstanding
Title of Each Class of Common Stock at June 8, 2001
----------------------------------- ----------------------------

Common Shares, par value, $.0001 per share 17,263,486

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INDEX

Page
-----

PART I Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets at April 30, 2001,
January 31, 2001, and April 30, 2000 (Unaudited)............. 3

Condensed Consolidated Statements of Income for the three 4
months ended April 30, 2001 and 2000 (Unaudited)............. 4

Condensed Consolidated Statements of Shareholders' Equity for
the three months ended April 30, 2001 and 2000 (Unaudited)... 5

Condensed Consolidated Statements of Cash Flows for the three
months ended April 30, 2001 and 2000 (Unaudited)............. 6

Notes to Condensed Consolidated Financial Statements.......... 7-10

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 10-14

Item 3. Quantitative and Qualitative Disclosure about Market Risk..... 14

PART II Other Information

Item 6. Exhibits and Reports on Form 8-K.............................. 14

SIGNATURES............................................................. 15

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)

April January 31, April
30, 2001 2001 30, 2000
-------- ----------- --------

ASSETS
------

Current assets:
Cash and cash equivalents.................... $ 9,795 $ 16,286 $ 8,474
Marketable securities........................ 332 314 10,584
Accounts receivable, net of allowance for
doubtful accounts of $536,$500 and $541,
respectively................................ 5,558 3,444 6,369
Inventories.................................. 41,903 34,786 33,023
Prepaid expenses and other current assets.... 10,242 10,143 6,343
-------- -------- --------
Total current assets........................... 67,830 64,973 64,793
Property and equipment, net.................... 99,325 97,901 76,208
Marketable securities.......................... -- -- 8,646
Other assets................................... 6,139 5,842 5,953
-------- -------- --------
$173,294 $168,716 $155,600
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Current Liabilities:
Accounts payable............................. $ 22,243 $ 19,387 $ 17,379
Accrued expenses and other current
liabilities................................. 14,283 13,931 11,177
-------- -------- --------
Total current liabilities...................... 36,526 33,318 28,556
Deferred rent................................ 6,257 5,786 4,685
-------- -------- --------
Total liabilities.............................. 42,783 39,104 33,241

Shareholders' equity:
Preferred shares; $.0001 par value,
10,000,000 authorized, none issued.......... -- -- --
Common shares; $.0001 par value, 50,000,000
shares authorized, 17,253,486, issued and
outstanding................................. 2 2 2
Additional paid-in capital................... 16,268 16,268 16,268
Retained earnings............................ 115,260 114,109 106,604
Accumulated other comprehensive loss......... (1,019) (767) (515)
-------- -------- --------
Total shareholders' equity................. 130,511 129,612 122,359
-------- -------- --------
$173,294 $168,716 $155,600
======== ======== ========

See accompanying notes

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
(Unaudited)

Three Months Ended
April 30,
----------------------
2001 2000
---------- ----------

Net sales.............................................. $71,834 $65,950
Cost of sales, including certain buying, distribution
and occupancy costs................................... 50,274 42,684
---------- ----------
Gross profit......................................... 21,560 23,266
Selling, general and administrative expenses........... 19,512 18,255
---------- ----------
Income from operations............................... 2,048 5,011
Other income (expense), net............................ (113) 100
---------- ----------
Income before income taxes........................... 1,935 5,111
Income tax expense..................................... 784 2,121
---------- ----------
Net income........................................... $ 1,151 $ 2,990
========== ==========
Net income per common share:
Basic................................................ $ 0.07 $ 0.17
========== ==========
Diluted.............................................. $ 0.07 $ 0.17
========== ==========
Weighted average common shares outstanding:
Basic................................................ 17,253,486 17,268,287
========== ==========
Diluted.............................................. 17,292,362 17,312,167
========== ==========

See accompanying notes

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)

Common Shares
-----------------
Accumulated
Additional Other
Comprehensive Number of Par Paid-in Retained Comprehensive
Income Shares Value Capital Earnings Loss Total
------------- ---------- ----- ---------- -------- ------------- --------

Balances at February 1,
2001................... 17,253,486 $ 2 $16,268 $114,109 $ (767) $129,612
Net income.............. $1,151 -- -- -- 1,151 -- 1,151
Foreign currency
translation adjustment,
net.................... (270) -- -- -- -- (270) (270)
Change in unrealized net
losses on marketable
securities............. 18 -- -- -- -- 18 18
------
Comprehensive income.... $ 899
======
---------- --- ------- -------- ------- --------
Balances at April 30,
2001................... 17,253,486 $ 2 $16,268 $115,260 $(1,019) $130,511
========== === ======= ======== ======= ========
Balances at February 1,
2000................... 17,358,186 $ 2 $17,680 $103,614 $ (380) $120,916
Net income.............. $2,990 -- -- -- 2,990 -- 2,990
Foreign currency
translation adjustment,
net.................... (135) -- -- -- -- (135) (135)
------
Comprehensive income.... $2,855
======
Purchases and retirement
of common shares....... (104,700) -- (1,412) -- -- (1,412)
---------- --- ------- -------- ------- --------
Balances at April 30,
2000................... 17,253,486 $ 2 $16,268 $106,604 $ (515) $122,359
========== === ======= ======== ======= ========

See accompanying notes

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

Three Months
Ended April 30,
----------------
2001 2000
------- -------

Cash flows from operating activities:
Net income................................................. $ 1,151 $ 2,990
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization............................ 3,647 2,396
Changes in assets and liabilities:
Increase in receivables................................ (2,114) (1,544)
Increase in inventories................................ (7,117) (6,155)
(Increase) decrease in prepaid expenses and other
assets................................................ (396) 4,095
Increase in payables, accrued expenses and other
liabilities........................................... 3,679 656
------- -------
Net cash (used in) provided by operating activities.. (1,150) 2,438
------- -------
Cash flows from investing activities:
Capital expenditures....................................... (5,071) (5,722)
Purchases of marketable securities......................... -- (500)
Sales and maturities of marketable securities.............. -- 1,078
------- -------
Net cash used in investing activities................ (5,071) (5,144)
------- -------
Cash flows from financing activities:
Purchases and retirement of common stock................... -- (1,412)
------- -------
Net cash used in financing activities................ -- (1,412)
------- -------
Effect of exchange rate changes on cash and cash
equivalents................................................. (270) (135)
------- -------
Decrease in cash and cash equivalents........................ (6,491) (4,253)
Cash and cash equivalents at beginning of period............. 16,286 12,727
------- -------
Cash and cash equivalents at end of period................... $ 9,795 $ 8,474
======= =======

See accompanying notes

URBAN OUTFITTERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. The results of operations for the
three months ended April 30, 2001 are not necessarily indicative of the
results to be expected for the full year. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 31,
2001, filed with the Securities and Exchange Commission on April 16, 2001.

Certain prior period amounts have been reclassified to conform to the
current year's presentation.

2. Marketable Securities

Marketable securities are classified as follows:

April 30, 2001 January 31, 2001 April 30, 2000
-------------- ---------------- --------------
(in thousands)

Current portion
Held-to-maturity........ $ -- $ -- $ 8,257
Available-for-sale...... 332 314 2,327
----- ----- -------
332 314 10,584
Noncurrent portion
Held-to-maturity........ -- -- 8,646
----- ----- -------
Total marketable
securities............... $ 332 $ 314 $19,230
===== ===== =======

The difference between the fair market value and amortized cost of
marketable securities is immaterial.

URBAN OUTFITTERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. Net Income Per Share

The difference between the number of weighted average common shares
outstanding used for basic net income per share and the number used for
dilutive net income per share represents the share effect of dilutive stock
options.

Options to purchase 1,123,500 and 1,044,500 shares were outstanding at
April 30, 2001 and 2000, respectively, but were not included in the
computation of EPS because their effect would be antidilutive.

4. Segment Reporting

Urban Outfitters is a national retailer of lifestyle-oriented general
merchandise through 73 stores operating under the retail names "Urban
Outfitters" and "Anthropologie," and through a catalog and two web sites.
Sales from this retail segment account for over 90% of total consolidated
sales for the fiscal year ended January 31, 2001. The remainder is derived
from a wholesale division that manufactures and distributes apparel to the
retail segment and to approximately 1,300 better specialty stores worldwide.

The Company has aggregated its operations into these two reportable
segments based upon their unique management, customer base and economic
characteristics. Reporting in this format provides management with the
financial information necessary to evaluate the success of the segments and
the overall business. The Company evaluates the performance of the segments
based on the net sales and pre-tax income from operations (excluding
intercompany royalty and interest charges) of the segment. Corporate expenses
include expenses incurred in and directed by the corporate office that are not
allocated to segments. The principal identifiable assets for each operating
segment are inventory and fixed assets. Other assets are comprised primarily
of general corporate assets, which principally consist of cash and cash
equivalents, marketable securities, accounts receivable and other assets. The
Company accounts for intersegment sales and transfers as if the sales and
transfers were made to third parties making similar volume purchases.

URBAN OUTFITTERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Both the retail and wholesale segment are highly diversified. No customer
comprises more than 10% of sales. Foreign operations are immaterial relative
to the overall Company.

Three months
ended April 30,
----------------
2001 2000
------- -------

Net Sales
Retail operations........................................ $67,428 $59,606
Wholesale operations..................................... 5,229 7,490
Intersegment elimination................................. ( 823) (1,146)
------- -------
Total net sales.......................................... $71,834 $65,950
======= =======
Income from operations
Retail operations........................................ $ 2,862 $ 4,188
Wholesale operations..................................... (23) 1,637
Intersegment elimination................................. (164) (262)
------- -------
Total segment operating income........................... 2,675 5,563
General corporate expenses............................... (627) (552)
------- -------
Total income from operations............................. $ 2,048 $ 5,011
======= =======

April 30, 2001 January 31, 2001 April 30, 2000
-------------- ---------------- --------------

Property and equipment, net
Retail operations......... $98,347 $96,890 $75,209
Wholesale operations...... 977 1,010 998
Corporate................. 1 1 1
------- ------- -------
Total property and
equipment, net........... $99,325 $97,901 $76,208
======= ======= =======
Inventories
Retail operations......... $39,692 $31,845 $31,880
Wholesale operations...... 2,211 2,941 1,143
------- ------- -------
Total inventories......... $41,903 $34,786 $33,023
======= ======= =======

5. Common Stock Purchase and Retirement

In February 2000, the Company purchased and retired 104,700 shares of its
common stock at a cost of $1.4 million, in open market transactions, pursuant
to a Board resolution adopted in January 2000. This resolution authorizes the
Company to purchase up to 1,000,000 shares of the Company's common stock, from
time-to-time, based on prevailing market conditions. As of April 30, 2001, up
to 880,500 additional shares are authorized for purchase under the January
2000 buy-back plan.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

GENERAL

This Securities and Exchange Commission filing is being made pursuant to
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Certain matters contained in this filing may constitute forward-
looking statements. Any one, or all, of the following factors could cause
actual financial results to differ materially from those financial results
mentioned in the forward-looking statements: the difficulty in predicting and
responding to shifts in fashion trends, changes in the level of competitive
pricing and promotional activity and other industry factors, overall economic
conditions and the resultant impact on consumer spending patterns,
availability of suitable retail space for expansion, timing of store openings,
seasonal fluctuations in gross sales, the departure of one or more key senior
managers, import risks, including potential disruptions and changes in duties,
tariffs and quotas and other risks identified in filings with the Securities
and Exchange Commission. The Company disclaims any intent or obligation to
update forward-looking statements even if experience or future changes make it
clear that actual results may differ materially from any projected results
expressed or implied therein.

Thus far this fiscal year, the Company has opened three new Urban Retail
stores and two new Anthropologie stores. Management plans to open
approximately five or six additional stores during the fiscal year.

RESULTS OF OPERATIONS

The Company's fiscal year ends on January 31. All references in this
discussion to fiscal years of the Company refer to the fiscal years ended on
January 31 in those years. For example, the Company's "Fiscal 2002" ("FY
2002") will end on January 31, 2002. This discussion of results of operations
addresses the first quarter of FY 2002 and FY 2001.

The following table sets forth, for the periods indicated, the percentage
of the Company's net sales represented by certain income statement data. The
following discussion should be read in conjunction with the table that
follows:

Three
Months
Ended April
30,
-------------
2001 2000
----- -----

Net sales................................................... 100.0 % 100.0%
Cost of sales, including certain buying, distribution and
occupancy costs............................................ 70.0 % 64.7%
----- -----
Gross profit.............................................. 30.0 % 35.3%
Selling, general and administrative expenses................ 27.2 % 27.7%
----- -----
Income from operations.................................... 2.8 % 7.6%
Other income (expense), net................................. (0.1)% 0.1%
----- -----
Income before income taxes................................ 2.7 % 7.7%
Income tax expense.......................................... 1.1 % 3.2%
----- -----
Net income................................................ 1.6 % 4.5%
===== =====

FIRST QUARTER ENDED APRIL 30, 2001 COMPARED TO THE FIRST QUARTER ENDED
APRIL 30, 2000

Net sales increased during the first quarter ended April 30, 2001 to $71.8
million, up 8.9% from $66.0 million for the same quarter last year. The $5.8
million increase over the prior year's first quarter was primarily the result
of new and noncomparable store sales increases of $9.7 million along with
direct response sales increases of $0.6 million. These increases more than
offset the 5.0% comparable store sales decrease and the 31.0% decrease in
Wholesale segment sales due to what Management believes was a lackluster
response to the Company's fashion offerings and production problems with the
Spring line.

The Company's gross profit margin, expressed as a percentage of sales,
decreased to 30.0% from 35.3% for the comparable period last year. This
decrease was primarily caused by: (1) increased occupancy costs of
noncomparable and new stores and the impact of occupancy costs as a result of
the negative comparable store sales results, which combined to reduce gross
profit, expressed as a percentage of consolidated sales, by 3.3%; (2)
increased markdowns of Wholesale segment Spring and Summer inventories, which,
expressed as a percentage of consolidated sales, accounted for 1.2% of the
decline; and (3) a reduction of retail store gross margins due to a small
change in mix toward branded goods carrying a slightly lower initial markon,
which were offset, in part, by a reduction in clearance markdowns.

Selling, general and administrative expenses, expressed as a percentage of
sales, for the quarter ended April 30, 2001 decreased to 27.2% compared to
27.7% for the same quarter last year.

Anthropologie direct response operations experienced a decrease in operating
expenses for the quarter primarily due to the timing of the recognition of
catalog production and distribution costs related to the first quarter's
Spring and Summer books versus the same books in last year's comparable
quarter. For the Retail store operations, the Company's cost control efforts
reduced expense levels despite the comparable store sales decrease, resulting
in a decrease in expenses as a percentage of sales.

Net income for the quarter ended April 30, 2001 was $1.2 million versus
$3.0 million for the comparable quarter last year.

LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and marketable securities were $10.1 million at
April 30, 2001, as compared to $16.6 million at January 31, 2001 and $27.7
million at April 30, 2000. The Company's net working capital was $31.3 million
at April 30, 2001, as compared to $31.7 million at January 31, 2001 and $36.2
million at April 30, 2000. The decrease in cash, cash equivalents and
marketable securities at April 30, 2001 from year end principally reflects the
increase in inventory for new stores and the funding of FY 2002's capital
expenditures for new store construction. Cash requirements for these
activities more than offset other cash generated from operations.

Total inventories at April 30, 2001 increased by 26.9% versus the
comparable period end last year, principally attributable to the increase in
the number of retail stores. Direct response inventories are higher to support
the Anthropologie web site's higher sales, the addition of a May 1st catalog
mailing for Anthropologie and the addition of the Urban web site. Wholesale
inventories increased primarily due to higher levels of in-transit
Transitional and Fall merchandise. Comparable store inventories at April 30,
2001 were 9% below last year's levels. This reduction was slightly greater
than the Company's plan.

The Company expects that capital expenditures for the current year will not
exceed $25 million. Management believes that existing cash and investments at
April 30, 2001, as well as cash from future operations and available credit
under the Company's line of credit facilities will be sufficient to meet the
Company's cash needs through the end of the next fiscal year.

Accrued expenses and other current liabilities increased to $14.3 million
as of April 30, 2001 from $11.2 million at April 30, 2000. The increase in the
components of accrued expenses and other current liabilities (which includes
accrued incentive and other compensation, accrued benefits and accrued income
taxes) is primarily attributable to a change in the timing of income tax
payments.

The Company has line of credit facilities aggregating $26.2 million,
available to facilitate letter of credit transactions and cash borrowings. As
of and during the three months ended April 30, 2001, there were no borrowings.
Outstanding letters of credit totaled $11.4 million, $8.0 million and $11.3
million at April 30, 2001, January 31, 2001 and April 30, 2000, respectively.
The fair value of these letters of credit is estimated to be the same as the
contract values.

OTHER MATTERS

Recent Accounting Pronouncements

In July 2000, the Emerging Issues Task Force issued No. 00-10, "Accounting
for Shipping and Handling Fees and Costs" ("EITF 00-10"). Under the provisions
of EITF 00-10, amounts billed to a customer in a sale transaction related to
shipping and handling should be classified as revenue. As required, the
Company adopted EITF 00-10 in its consolidated financial statements during the
fourth quarter of Fiscal 2001 and has restated all comparative prior period
financial statements.

In its financial statements, the Company includes shipping and handling
revenues in net sales and shipping and handling costs in cost of sales.
Previously, the Company had offset shipping and handling revenues earned from
its direct response (catalog and e-commerce) activities against shipping and
handling costs incurred within cost of sales. Additionally, revenues earned
from delivery transactions generated by retail stores were offset against
store level costs within selling, general and administrative expenses. The
Company's shipping and handling revenues consist of amounts billed to
customers for shipping and handling merchandise. Shipping and handling costs
include shipping supplies, related labor costs and third-party shipping costs.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"), which is required to be adopted in
Fiscal 2002. The Company currently enters into short-term foreign currency
forward exchange contracts to manage exposures related to its Canadian dollar
denominated investments and anticipated cash flow. The amounts of the
contracts and related gains and losses have not been material. The adoption of
SFAS No. 133 on February 1, 2001 did not have a significant effect on the
financial position or results of operations of the Company.

Seasonality and Quarterly Results

While Urban Outfitters has been profitable in each of its last 45 operating
quarters, its operating results are subject to seasonal fluctuations. While
the Company's negative comparable store sales trend has continued since April
30, 2001, the Company's results of operations in any one fiscal quarter are
not necessarily indicative of the results of operations that can be expected
for any other fiscal quarter or for the full fiscal year. The Company's
highest sales levels have historically occurred during the five-month period
from August 1 to December 31 of each year (the "Back-to-School" and Holiday
periods). Sales generated during these periods have traditionally had a
significant impact on the Company's results of operations.

The Company's results of operations may also fluctuate from quarter to
quarter as a result of the amount and timing of expenses incurred in
connection with, and sales contributed by store expansions and the integration

of new stores into the operations of the Company or by the size and timing of
mailings and web site traffic for the Company's direct response operations.
Fluctuations in the bookings and shipments of Wholesale merchandise between
quarters can also have substantial positive or negative effects on earnings
during the quarters.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Company is exposed to the following types of market risks -fluctuations
in the purchase price of merchandise, as well as other goods and services; the
value of foreign currencies in relation to the U.S. dollar; and changes in
interest rates. Due to the Company's inventory turn and its historical ability
to pass through the impact of any generalized changes in its cost of goods to
its customers through pricing adjustments, commodity and other product risks
are not expected to be material. The Company purchases substantially all its
merchandise in U.S. dollars, including a portion of the goods for its stores
located in Canada and Europe. As explained in the section above on "Recent
Accounting Pronouncements," market risks are further limited by the Company's
purchase of foreign currency forward exchange contracts.

Since the Company has not been a borrower thus far this year, its exposure
to interest rate fluctuations has been limited to the impact on its holdings.
The impact of a hypothetical two percent increase or decrease in prevailing
interest rates would not materially affect the Company's consolidated
financial position or results of operations.

PART II

OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits: None

(b) Reports on Form 8-K: None

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Urban Outfitters, Inc.
(Registrant)

/s/ Richard A. Hayne
By: _________________________________
Richard A. Hayne
Chairman of the Board of Directors

/s/ Stephen A. Feldman
By: _________________________________
Stephen A. Feldman
Chief Financial Officer

Dated: June 12, 2001