As filed with the Securities and Exchange Commission on August 14, 1997

                             Registration Statement No. 333-
                                                             -------------------

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  F 0 R M  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, Inc.
                             1997 Stock Option 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)

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


                                    Copy to:

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


                                      - 1 -







                         CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed maximum Proposed Amount of securities to shares to be offering price maximum aggregate registration be registered registered(1) per share (2) offering price (2) fee - ------------- ------------- ---------------- ----------------- ------------ Common Shares, 1,250,000 50,000@ $11.00 $20,875,000 $ 6,326 par value $.0001 per share 1,200,000 @ $16.9275
- --------------- (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). As to shares subject to outstanding but unexercised options, the price and fee are computed based upon the price at which such options may be exercised. As to the remaining shares, the price and fee are computed based upon $16.9375, the average of the high and low prices for the common stock reported on the NASDAQ National Market System on August 11, 1997. - 2 - PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS (Not required to be filed as part of this Registration Statement) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference There are incorporated herein by reference the following documents: (a) the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1997; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 1997; (c) 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 (d) all other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since April 30, 1997. 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. 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. - 3 - PART II 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. - 4 - 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 Urban Outfitters, Inc. 1997 Stock Option Plan 5 Opinion of Drinker Biddle & Reath LLP 23(a) Consent of Price Waterhouse LLP 23(b) Consent of Drinker Biddle & Reath LLP (included in the opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (see Signature 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; (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. - 5 - (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 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. - 6 - SIGNATURES AND POWER OF ATTORNEY 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 this 5th day of August 1997. URBAN OUTFITTERS, INC. By: /s/ Richard A. Hayne ------------------------------------ Richard A. Hayne President - 7 - Each person whose signature appears below hereby constitutes and appoints Richard A. Hayne and Kenneth K. Cleeland as his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in any and all capacities, to sign any or all amendments or 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and the date indicated. Signature Title Date - --------- ----- ---- /s/ Richard A. Hayne Chairman of the Board of August 5, - -------------------------- Directors and President 1997 Richard A. Hayne (Principal Executive Officer) /s/ Kenneth K. Cleeland Chief Financial Officer August 5, - -------------------------- and Treasurer 1997 Kenneth K. Cleeland (Principal Financial Officer) /s/ Scott A. Belair Director August 5, - -------------------------- 1997 Scott A. Belair /s/ Harry S. Cherken, Jr. Director August 5, - -------------------------- 1997 Harry S. Cherken, Jr. /s/ Joel S. Lawson III Director August 5, - -------------------------- 1997 Joel S. Lawson III /s/ Burton M. Sapiro Director August 5, - -------------------------- 1997 Burton M. Sapiro - 8 - EXHIBIT INDEX Exhibit Description Number of Exhibit - ------- ----------- 4 Urban Outfitters, Inc. 1997 Stock Option Plan 5 Opinion of Drinker Biddle & Reath LLP 23(a) Consent of Price Waterhouse LLP 23(b) Consent of Drinker Biddle and Reath LLP (included in the opinion filed as Exhibit 5 hereto) 24 Powers of Attorney (see Signature Page) - 9 -

                                                                       Exhibit 4
                             URBAN OUTFITTERS, INC.
                             1997 STOCK OPTION PLAN


                                   DRAFTED BY
                             DRINKER BIDDLE & REATH
                       PHILADELPHIA NATIONAL BANK BUILDING
                              1345 CHESTNUT STREET
                           PHILADELPHIA, PA 19107-3496






                                   MARCH 1997






                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
SECTION 1 - Purpose and Definitions.....................................    1

SECTION 2 - Administration..............................................    3

SECTION 3 -  Eligibility................................................    4

SECTION 4 - Stock.......................................................    5

SECTION 5 - Granting of Options.........................................    5

SECTION 6 - Annual Limit................................................    6

SECTION 7 - Options for Non-Employee Directors..........................    6

SECTION 8 - Terms and Conditions of Options for Key Employees and
            Consultants.................................................    9

SECTION 9 - Option Agreements - Other Provisions........................   15

SECTION 10 - Capital Adjustments........................................   15

SECTION 11 - Amendment or Discontinuance of the Plan....................   16

SECTION 12 - Termination of Plan........................................   17

SECTION 13 - Shareholder Approval.......................................   18

SECTION 14 - Miscellaneous..............................................   18


                                       -i-






                             URBAN OUTFITTERS, INC.
                             1997 STOCK OPTION PLAN


                       SECTION 1 - Purpose and Definitions

     (a) Purpose. This URBAN OUTFITTERS, INC. 1997 STOCK OPTION PLAN is intended
to provide a means whereby URBAN OUTFITTERS, INC. may, through the grant of
Options to purchase Common Stock to Key Employees and Consultants, attract and
retain such Key Employees and Consultants, and motivate such Key Employees and
Consultants to exercise their best efforts on behalf of the Company and of any
Related Corporation. Moreover, the Company may, through the grant of
Non-Qualified Stock Options to Non-Employee Directors under a formula, attract
and retain Non-Employee Directors and motivate such Non-Employee Directors to
exercise their best efforts on behalf of the Company and any Related
Corporation.

     (b) Definitions.

         (1) Board. The term "Board" shall mean the Board of Directors of the
     Company.

         (2) Common Stock. The term "Common Stock" shall mean the common stock
     of the Company, par value $0.0001 per share.

         (3) Code. The term "Code" shall mean the Internal Revenue Code of 1986,
     as amended.

         (4) Committee. The term "Committee" shall mean a committee which
     consists of not fewer than two (2) directors of the Company who are Outside
     Directors. The members of the Committee shall be appointed by, and serve at
     the pleasure of, the Board.

         (5) Company. The term "Company" shall mean Urban Outfitters, Inc.

         (6) Consultant. The term "Consultant" shall mean an individual who is
     not an employee of the Company or a Related Corporation, and who has
     entered into a consulting arrangement with the Company or a Related
     Corporation.

         (7) Fair Market Value. The term "Fair Market Value" shall mean the fair
     market value of the optioned shares of Common Stock, which shall be arrived
     at by a good faith determination of the Committee and shall be:

             (A) The arithmetic average of the highest and lowest quoted selling
         price, if there is a market for the






         Common Stock on a registered securities exchange or in an over the
         counter market, on the date of grant; or

             (B) Such other method of determining fair market value as shall be
         authorized by the Code, or the rules or regulations thereunder, and
         adopted by the Committee.

         (8) Incentive Stock Option. The term "Incentive Stock Option" ("ISO")
     shall mean an option which, at the time such option is granted under the
     Plan, qualifies as an ISO within the meaning of section 422 of the Code and
     is designated as an ISO in the Option Agreement.

         (9) Key Employees. The term "Key Employees" shall mean officers and
     other key employees of the Company or a Related Corporation.

         (10) Non-Employee Directors. The term "Non-Employee Directors" shall
     mean directors of the Company who:

             (A) Are not employees of the Company or any Related Corporation;
         and

             (B) Have not been employees of the Company or any Related
         Corporation during the immediately preceding 12 - month period.

         (11) Non-Qualified Stock Option. The term "Non-Qualified Stock Option"
     ("NQSO") shall mean an option which, at the time such option is granted,
     does not qualify as an ISO, and/or is designated as an NQSO in the Option
     Agreement.

         (12) Option Agreement. The term "Option Agreement" shall mean a written
     document evidencing the grant of an Option, as described in Section 9.

         (13) Optionee. The term "Optionee" shall mean a Key Employee or
     Consultant to whom an Option has been granted.

         (14) Options. The term "Options" shall mean Incentive Stock Options and
     Non-Qualified Stock Options.

         (15) Outside Director. The term "Outside Director" shall mean a
     director who:

             (A) Is not currently an officer (as defined in 17 CFR 240.16a-1(f))
         of, or otherwise currently employed by, the Company or a parent or
         subsidiary of the Company within the meaning of 17 CFR 240.16b-3(b)(3),


                                       -2-






             (B) Does not receive compensation, either directly or indirectly,
         from the Company or a parent or subsidiary of the Company within the
         meaning of 17 CFR 240.16b-3(b)(3) for services rendered as a
         consultant or in any other capacity other than as a director, except
         for an amount that does not exceed the dollar amount for which
         disclosure would be required under 17 CFR 229.404(a),

             (C) Does not possess an interest in any other transaction for which
         disclosure would be required pursuant to 17 CFR 229.404(a),

             (D) Is not engaged in a business relationship for which disclosure
         would be required pursuant to 17 CFR 229.404(b), and

             (E) Is an outside director within the meaning of Treas. Reg.
         ss.1.162-27(e)(3), or any successor thereto.

         (16) Plan. The term "Plan" shall mean the Urban Outfitters, Inc. 1997
     Stock Option Plan, as set forth herein and as amended from time to time.

         (17) Related Corporation. The term "Related Corporation" shall mean
     either a corporate subsidiary of the Company, as defined in section 424(f)
     of the Code or the corporate parent of the Company, as defined in section
     424(e) of the Code.

     Notwithstanding Sections 1(b)(8) and (11) if an Option granted to a Key
Employee is not designated in the Option Agreement as an ISO or NQSO, the option
shall constitute an ISO if it complies with the terms of section 422 of the
Code, and otherwise, it shall constitute an NQSO.


                           SECTION 2 - Administration

     The Plan shall be administered by the Committee. Each member of the
Committee, while serving as such, shall be deemed to be acting in his or her
capacity as a director of the Company.

     The Committee shall have full authority, subject to the terms of the Plan,
to select the Key Employees to be granted ISOs and/or NQSOs under the Plan, to
select the Consultants to be granted NQSOs under the Plan, to grant Options on
behalf of the Company and to set the date of grant and the other terms of such
Options. The Committee may correct any defect, supply any omission and reconcile
any inconsistency in this Plan and in any Option granted hereunder in the manner
and to the extent it shall deem desirable. The Committee also shall have the
authority to establish such rules and regulations,

                                       -3-





not inconsistent with the provisions of the Plan, for the proper administration
of the Plan, and to amend, modify or rescind any such rules and regulations, and
to make such determinations and interpretations under, or in connection with,
the Plan, as it deems necessary or advisable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the
Company, its shareholders and all employees, and upon their respective legal
representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them.

     Notwithstanding the foregoing, the terms and conditions of grants of NQSOs
to Non-Employee Directors are intended to be fixed in advance. Consequently, the
grants of NQSOs to Non-Employee Directors shall be as set forth in Section 7 and
neither the Committee nor the Board shall have any discretionary authority with
respect thereto.

     No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under it.


                             SECTION 3 - Eligibility

     Key Employees shall be eligible to receive Options under the Plan.
Non-Employee Directors shall be eligible to receive NQSOs (but not ISOs)
pursuant to Section 7. Consultants shall be eligible to receive NQSOs (but not
ISOs) pursuant to Section 8. More than one Option may be granted to a Key
Employee, Non-Employee Director or Consultant under the Plan.


                                       -4-






                                SECTION 4 - Stock

     Options may be granted under the Plan to purchase up to a maximum of one
million two hundred and fifty thousand (1,250,000) shares of Common Stock
subject to adjustment as hereinafter provided; provided, however, that no Key
Employee shall receive Options for more than four hundred thousand (400,000)
shares of Common Stock over the life of the Plan. Shares issuable under the Plan
may be authorized but unissued shares or reacquired shares, and the Company may
purchase shares required for this purpose, from time to time, if it deems such
purchase to be advisable.

     If any Option granted under the Plan expires or otherwise terminates for
any reason whatever (including, without limitation, the Key Employee's,
Non-Employee Director's or Consultant's surrender thereof) without having been
exercised, the shares subject to the unexercised portion of such Option shall
continue to be available for the granting of Options under the Plan as fully as
if such shares had never been subject to an Option; provided, however, that (a)
if an Option is cancelled, the cancelled Option is counted against the maximum
number of shares for which Options may be granted to a Key Employee, and (b) if
the Option price is reduced after the date of grant, the transaction is treated
as a cancellation of an Option and the grant of a new Option for purposes of
counting the maximum number of shares for which Options may be granted to a Key
Employee.


                         SECTION 5 - Granting of Options

     From time to time until the expiration or earlier suspension or
discontinuance of the Plan, the Committee may, on behalf of the Company, grant
to Key Employees and Consultants under the Plan such Options as it determines
are warranted; provided, however, that grants of ISOs and NQSOs shall be
separate and not in tandem; and further provided that Consultants shall not be
eligible to receive grants of ISOs. The granting of an Option under the Plan
shall not be deemed either to entitle the Key Employee or Consultant to, or to
disqualify the Key Employee or Consultant from, any participation in any other
grant of Options under the Plan. In making any determination as to whether a Key
Employee or Consultant shall be granted an Option and as to the number of shares
to be covered by such Option, the Committee shall take into account the duties
of the Key Employee or Consultant, his or her present and potential
contributions to the success of the Company or a Related Corporation, and such
other factors as the Committee shall deem relevant in accomplishing the purposes
of the Plan. Moreover, the Committee may provide in a Key Employee's or
Consultant's Option Agreement that said Option may be exercised only if certain
conditions, as determined by the Committee, are fulfilled.

     The Committee shall grant NQSOs to Non-Employee Directors in accordance
with Section 7.

                                       -5-






                            SECTION 6 - Annual Limit

     (a) ISOs. The aggregate Fair Market Value (determined as of the date the
ISO is granted) of the Common Stock with respect to which ISOs are exercisable
for the first time by a Key Employee during any calendar year (under this Plan
and any other ISO plan of the Company or a Related Corporation) shall not exceed
one hundred thousand dollars ($100,000).

     (b) NQSOs. The annual limit set forth above for ISOs shall not apply to
NQSOs.

                 SECTION 7 - Options for Non-Employee Directors

     (a) Granting of NQSOs to Non-Employee Directors

         (1) Initial Grant. An NQSO to purchase 10,000 shares of Common Stock
     (as adjusted pursuant to Section 10) automatically shall be granted to a
     Non-Employee Director, who was not a Non-Employee Director prior to the
     Company's 1998 annual shareholders' meeting, on the date he or she becomes
     a Non-Employee Director, whether by reason of his or her election by
     shareholders or appointment by the Board to be a director, or, if
     applicable, the expiration of the 12- month period specified in Section
     1(b)(10)(B) with respect to a present or future director who had previously
     been an employee of the Company or any Related Corporation; provided, that
     if a Non-Employee Director who previously received an NQSO grant under
     Section 5(a) of the Urban Outfitters, Inc. 1993 Non-Employee Directors'
     Non-Qualified Stock Option Plan or Section 7(a)(1) of this Plan terminates
     service as a director and is subsequently elected or appointed to the Board
     again, such director shall not be eligible to receive an NQSO grant under
     this Section 7(a)(1).

         (2) Subsequent Grants. In addition to the initial grant, pursuant to
     Section 5(a) of the Urban Outfitters, Inc. 1993 Non-Employee Directors'
     Non-Qualified Stock Option Plan or Section 7(a)(1) of this Plan, on the
     first business day immediately following each of the dates on which an
     incumbent Non-Employee Director is elected or re-elected to the Board by
     shareholders subsequent to the 1997 annual shareholders' meeting, he or she
     shall automatically be granted an NQSO to purchase 10,000 shares of Common
     Stock (as adjusted pursuant to Section 10), except that in the case of the
     first election or reelection following the date of the Non-Employee
     Director's initial election or appointment to the Board, no grant shall be
     made on account of such first election or re-election unless at least six


                                       -6-





     months have elapsed since such initial election or appointment.

     (b) Terms and Conditions of Options. Options granted to Non-Employee
Directors shall expressly specify that they are NQSOs. In addition, such NQSOs
shall include expressly or by reference the following terms and conditions, as
well as such other provisions not inconsistent with the provisions of the Plan:

         (1) Number of Shares. A statement of the number of shares of Common
     Stock to which the NQSO pertains.

         (2) Price. A statement of the NQSO exercise price, which shall be the
     higher of one hundred percent (100%) of the Fair Market Value per share of
     the Common Stock, or the par value thereof, on the date the NQSO is
     granted.

         (3) Term. Subject to earlier termination as provided in Section
     7(b)(5), (6), and (7) and Section 10 below, the term of each NQSO granted
     under this Section 7 shall be ten (10) years from the date of grant.

         (4) Exercise. NQSOs granted under this Section 7 shall be exercisable
     on the business day immediately preceding the annual meeting of
     shareholders next succeeding the date of grant of such NQSOs. Except as
     otherwise provided in Sections 7(b)(5), (6) and (7) below, NQSOs shall only
     be exercisable by a Non-Employee Director while he or she remains a
     director of the Company. Any NQSO shares, the right to the purchase of
     which has accrued, may be purchased at any time up to the expiration or
     termination of the NQSO. Exercisable NQSOs may be exercised, in whole or in
     part, from time to time by giving written notice of exercise to the Company
     at its principal office, specifying the number of shares to be purchased
     and accompanied by payment in full of the aggregate price for such shares.
     Only full shares shall be issued under the Plan, and any fractional share
     which might otherwise be issuable upon exercise of an NQSO granted
     hereunder shall be forfeited.


         The NQSO exercise price shall be payable:

             (A) In cash or its equivalent; or

             (B) Unless in the opinion of counsel to the Company to do so may
         result in a possible loss of an exemption from short-swing profit
         liability, in whole or in part through the transfer of Common Stock
         newly acquired upon exercise of the NQSO or Common Stock previously
         acquired by the Non-Employee Director, provided the previously

                                       -7-







         acquired Common Stock so transferred has been held by the Non-Employee
         Director for more than six (6) months on the date of exercise.

         In the event such NQSO exercise price is paid, in whole or in part,
     with Common Stock, the portion of the NQSO exercise price so paid shall
     equal the Fair Market Value of Common Stock so surrendered (determined in
     accordance with Section 1(b)(7), but on the date of exercise rather than on
     the date of grant).

         (5) Expiration of Term or Removal as Director. If a Non-Employee
     Director's service as a director of the Company terminates prior to the
     expiration date fixed for his or her NQSO under this Section 7 for any
     reason (such as, without limitation, failure to be re-elected by the
     Company's shareholders) other than by disability or death, such NQSO may be
     exercised, to the extent of the number of shares of Common Stock with
     respect to which he or she could have exercised it on the date of such
     termination, by the Non-Employee Director at any time prior to the earlier
     of:

             (A) The expiration date specified in such NQSO; or

             (B) One (1) year after the date of such termination of service as a
         director.

         (6) Exercise upon Disability of Non-Employee Director. If a
     Non-Employee Director shall become disabled (within the meaning of section
     22(e)(3) of the Code) during his or her term as a director of the Company
     and, prior to the expiration date fixed for his or her NQSO, his or her
     term as a director is terminated as a consequence of such disability, such
     NQSO may be exercised, to the extent of the number of shares of Common
     Stock with respect to which the Non-Employee Director could have exercised
     it on the date of such termination, by the Non-Employee Director at any
     time prior to the earlier of:

             (A) The expiration date of such NQSO; or

             (B) One (1) year after the date of such termination of service as a
         director.

         In the event of the Non-Employee Director's legal disability, such NQSO
     may be so exercised by his or her legal representative.

         (7) Exercise upon Death of Non-Employee Director. If a Non-Employee
     Director shall die during his or her term as a director of the Company and
     prior to the expiration date

                                       -8-







     fixed for his or her NQSO, or if a Non-Employee Director whose term as a
     director has been terminated for any reason shall die following his or her
     termination as a director, but prior to the earlier of:

             (A) The expiration date fixed for his or her NQSO; or

             (B) The expiration of the period determined under Section 7(b)(5)
         and (6) above;

     such NQSO may be exercised, to the extent of the number of shares with
     respect to which the Non-Employee Director could have exercised it on the
     date of his or her death, by the Non-Employee Director's estate, personal
     representative or beneficiary who acquired the right to exercise such NQSO
     by bequest or inheritance or by reason of the death of the Non-Employee
     Director, at any time prior to the earlier of:

                 (i) The expiration date specified in such NQSO (which may be
             the expiration date determined under Section 7(b)(5) and (6)
             above); or

                 (ii) One (1) year after the date of death.

     (c) Transferability. A Non-Employee Director may transfer an NQSO granted
pursuant to this Section 7 to (1) a member of his or her immediate family, (2) a
partnership of which the only partners are members of his or her immediate
family, or (3) a trust established solely for the benefit of his or her
immediate family members. Except as provided in the preceding sentence, or by
will or the laws of descent and distribution, NQSOs granted pursuant to this
Section 7 shall not be assignable or transferable by the Non- Employee Director,
and during the lifetime of the Non-Employee Director, the NQSO shall be
exercisable only by him or her or by his or her guardian or legal
representative. Any NQSO transferred by a Non-Employee Director shall not be
assignable or transferable by the transferee. If the Non-Employee Director is
married at the time of exercise and if the Non-Employee Director so requests at
the time of exercise, the certificate or certificates shall be registered in the
name of the Non-Employee Director and the Non-Employee Director's spouse,
jointly, with right of survivorship.


     SECTION 8 - Terms and Conditions of Options for Key Employees and
Consultants

     The Options granted to Key Employees pursuant to the Plan shall expressly
specify whether they are ISOs or NQSOs; however, if the Option is not designated
in the Option Agreement as an ISO or NQSO, the Option shall constitute an ISO if
it complies with the terms

                                       -9-





of section 422 of the Code, and otherwise, it shall constitute an NQSO. The
Options granted to Consultants pursuant to the Plan shall expressly state that
they are NQSOs. In addition, the Options granted to Key Employees and
Consultants pursuant to the Plan shall include expressly or by reference the
following terms and conditions, as well as such other provisions not
inconsistent with the provisions of this Plan and, for ISOs granted under this
Plan, the provisions of section 422(b) of the Code, as the Committee shall deem
desirable:

         (a) Number of Shares. A statement of the number of shares to which the
     Option pertains.

         (b) Price. A statement of the Option price which shall be determined
     and fixed by the Committee in its discretion but shall not be less than the
     higher of one hundred percent (100%) (one hundred ten percent (110%) in the
     case of an ISO granted to a Key Employee who is a more than ten percent
     (10%) shareholder as discussed in (i) below) of the Fair Market Value per
     share of Common Stock, or the par value thereof, on the date the Option is
     granted.

         (c) Term. Subject to earlier termination as provided in Subsections
     (e), (f) and (g) below and in Section 10 hereof, the term of each Option
     shall be not more than ten (10) years (five (5) years in the case of an ISO
     granted to a Key Employee who is a more than ten percent (10%) shareholder
     as discussed in (i) below) from the date of grant.

         (d) Exercise.

             (1) General. Options shall be exercisable in such installments and
         on such dates, not less than six (6) months from the date of grant, and
         not more than seven (7) years from the date of grant, as the Committee
         may specify, provided that:

                 (A) In the case of new Options granted in replacement for
             options (whether granted under the Plan or otherwise) held by the
             Key Employee or Consultant, the new Options may be made
             exercisable, if so determined by the Committee, in its discretion,
             at the earliest date the replaced options were exercisable, but not
             earlier than three (3) months from the date of grant of the new
             Options; and

                 (B) The Committee may accelerate the exercise date of any
             outstanding Options (including, without limitation, the three (3)
             month exercise date referred to in (A) above), in its discretion,
             if it deems such acceleration to be desirable.


                                      -10-







                 Any Option shares, the right to the purchase of which has
             accrued, may be purchased at any time up to the expiration or
             termination of the Option. Exercisable Options may be exercised, in
             whole or in part, from time to time by giving written notice of
             exercise to the Company at its principal office, specifying the
             number of shares to be purchased and accompanied by payment in full
             of the aggregate Option price for such shares. Only full shares
             shall be issued under the Plan, and any fractional share which
             might otherwise be issuable upon exercise of an Option granted
             hereunder shall be forfeited.

             (2) Manner of Payment. The Option price shall be payable:

                 (A) In cash or its equivalent;

                 (B) If the Committee, in its discretion, so provides in the
             Option Agreement or, in the case of Options which are not ISOs, if
             the Committee, in its discretion, so determines at or prior to the
             time of exercise, in whole or in part, in Common Stock previously
             acquired by the Optionee, provided that if such shares of Common
             Stock were acquired through the exercise of an ISO and are used to
             pay the Option price of an ISO, such shares have been held by the
             Key Employee for a period of not less than the holding period
             described in section 422(a)(1) of the Code on the date of exercise,
             or if such shares of Common Stock were acquired through exercise of
             an NQSO or of an option under a similar plan or through exercise of
             an ISO and are used to pay the Option price of an NQSO, such shares
             have been held by the Optionee for a period of more than six (6)
             months on the date of exercise;

                 (C) If the Committee, in its discretion, so provides in the
             Option Agreement or, in the case of Options which are not ISOs, if
             the Committee, in its discretion, so determines at or prior to the
             time of exercise, in whole or in part, in Common Stock newly
             acquired by the Optionee upon exercise of such Option (which shall
             constitute a disqualifying disposition in the case of an Option
             which is an ISO);

                 (D) If the Committee, in its discretion, so provides in the
             Option Agreement or, in the case of Options which are not ISOs, if
             the Committee, in its discretion, so determines at or prior to the
             time of exercise, in any combination of (A), (B) and (C) above; or


                                      -11-





                 (E) If the Committee, in its discretion, so provides in the
             Option Agreement or, in the case of Options which are not ISOs, if
             the Committee, in its discretion, so determines at or prior to the
             time of exercise, by permitting the Optionee to deliver a properly
             executed notice of exercise of the Option to the Company and a
             broker, with irrevocable instructions to the broker promptly to
             deliver to the Company the amount of sale or loan proceeds
             necessary to pay the exercise price of the Option.

             In the event such Option price is paid, in whole or in part, with
         shares of Common Stock, the portion of the Option price so paid shall
         be equal to the Fair Market Value of Common Stock so surrendered
         (determined in accordance with Section 1(b)(7), but on the date of
         exercise rather than on the date of grant).

         (e) Termination of Employment. If a Key Employee's employment by, or a
     Consultant's consulting arrangement with, the Company (and Related
     Corporations) is terminated by either party prior to the expiration date
     fixed for his or her Option for any reason other than death or disability,
     such Option may be exercised, to the extent of the number of shares with
     respect to which the Optionee could have exercised it on the date of such
     termination, or to any greater extent permitted by the Committee, by the
     Optionee at any time prior to the earlier of:

             (1) The expiration date specified in such Option; or

             (2) An accelerated termination date determined by the Committee, in
         its discretion, except that, subject to Section 10 hereof, such
         accelerated termination date shall not be earlier than the date of the
         Optionee's termination of employment or consultancy, and such
         termination date shall not be later than thirty (30) days after the
         date of such termination of employment or consultancy.

         (f) Exercise upon Disability. If a Key Employee or Consultant shall
     become disabled (within the meaning of section 22(e)(3) of the Code) during
     his or her employment or consultancy and, prior to the expiration date
     fixed for his or her Option, his or her employment or consultancy is
     terminated as a consequence of such disability, such Option may be
     exercised, to the extent of the number of shares with respect to which the
     Optionee could have exercised it on the date of such termination, or to any
     greater extent permitted by the Committee, by the Optionee at any time
     prior to the earlier of:

             (1) The expiration date specified in such Option; or


                                      -12-





             (2) An accelerated termination date determined by the Committee, in
         its discretion, except that, subject to Section 10 hereof, such
         accelerated termination date shall not be earlier than the date of the
         Optionee's termination of employment or consultancy by reason of
         disability, and such date shall not be later than six (6) months after
         the date of such termination of employment or consultancy. In the event
         of the Optionee's legal disability, such Option may be so exercised by
         the Optionee's legal representative.

         (g) Exercise upon Death. If a Key Employee or Consultant shall die
     during his or her employment or consultancy, and prior to the expiration
     date fixed for his or her Option, or if an Optionee whose employment or
     consultancy is terminated for any reason, shall die following his or her
     termination of employment or consultancy but prior to the earliest of:

             (1) The expiration date fixed for his or her Option;

             (2) The expiration of the period determined under Sub- sections (e)
         and (f) above; or

             (3) In the case of an ISO, three (3) months following termination
         of employment,

     such Option may be exercised, to the extent of the number of shares with
     respect to which the Optionee could have exercised it on the date of his or
     her death, or to any greater extent permitted by the Committee, by the
     Optionee's estate, personal representative or beneficiary who acquired the
     right to exercise such Option by bequest or inheritance or by reason of the
     death of the Optionee, at any time prior to the earlier of:

             (A) The expiration date specified in such Option; or

             (B) An accelerated termination date determined by the Committee, in
         its discretion except that, subject to Section 10 hereof, such
         accelerated termination date shall not be later than six (6) months
         after the date of death.

         (h) Transferability.

             (1) ISOs. No ISO shall be assignable or transferable by the Key
         Employee otherwise than by will or by the laws of descent and
         distribution, and during the lifetime of the Key Employee, the ISO
         shall be exercisable only by him or her or by his or her guardian or
         legal representative. If the Key Employee is married at the time of
         exercise and if the Key Employee so requests at the time of exercise,
         the

                                      -13-






         certificate or certificates shall be registered in the name of the Key
         Employee and the Key Employee's spouse, jointly, with right of
         survivorship.

             (2) NQSOs. Except as otherwise provided in any Option Agreement, no
         NQSO shall be assignable or transferable by the Key Employee or
         Consultant otherwise than by will or by the laws of descent and
         distribution, and during the lifetime of the Optionee, the NQSO shall
         be exercisable only by him or her or by his or her guardian or legal
         representative. If an Optionee's Option Agreement provides that the
         NQSO is transferrable, such Option Agreement shall set forth any
         limitations on the transfer of the NQSO. If the Optionee is married at
         the time of exercise and if the Optionee so requests at the time of
         exercise, the certificate or certificates shall be registered in the
         name of the Optionee and the Optionee's spouse, jointly, with right of
         survivorship.

         (i) Ten Percent Shareholder. If the Key Employee owns more than ten
     percent (10%) of the total combined voting power of all shares of stock of
     the Company or of a Related Corporation at the time an ISO is granted to
     such Key Employee, the Option price for the ISO shall be not less than one
     hundred ten percent (110%) of the Fair Market Value of the optioned shares
     of Common Stock on the date the ISO is granted, and such ISO, by its terms,
     shall not be exercisable after the expiration of five (5) years from the
     date the ISO is granted. The conditions set forth in this Subsection (i)
     shall not apply to NQSOs.

         (j) Withholding and Use of Shares to Satisfy Tax Obligations. The
     obligation of the Company to deliver shares of Common Stock upon the
     exercise of any Option shall be subject to applicable federal, state and
     local tax withholding requirements.

                 If the exercise of any Option is subject to the withholding
     requirements of applicable federal, state and/or local tax laws, the
     Committee, in its discretion (and subject to such withholding rules
     ("Withholding Rules") as shall be adopted by the Committee), may permit the
     Key Employee to satisfy the minimum required federal, state and/or local
     withholding tax, in whole or in part, by electing to have the Company
     withhold (or by returning to the Company) shares of Common Stock, which
     shares shall be valued, for this purpose, at their Fair Market Value
     (determined in accordance with Section 1(b)(7), but on the date of exercise
     (rather that the date of grant), or if later, the date on which the
     Optionee recognizes ordinary income with respect to such exercise) (the
     "Determination Date"). An election to use shares of Common Stock to satisfy
     tax withholding requirements must be made in compliance with and subject to
     the Withholding Rules. The Committee may not withhold shares in excess of
     the number necessary to satisfy the

                                      -14-






     minimum federal, state and/or local income tax withholding requirements. In
     the event shares of Common Stock acquired under the exercise of an ISO are
     used to satisfy such withholding requirement, such shares of Common Stock
     must have been held by the Key Employee for a period of not less than the
     holding period described in section 422(a)(1) of the Code on the
     Determination Date.


                SECTION 9 - Option Agreements - Other Provisions

     Options granted under the Plan shall be evidenced by Option Agreements in
such form as the Committee shall, from time to time, approve, which Option
Agreements shall contain such provisions, not inconsistent with the provisions
of the Plan for NQSOs granted pursuant to the Plan, and such conditions, not
inconsistent with section 422(b) of the Code or the provisions of the Plan for
ISOs granted pursuant to the Plan, as the Committee shall deem advisable, and
which Option Agreements shall specify whether the Option is an ISO or NQSO;
provided, however, if an Option granted to a Key Employee is not designated in
the Option Agreement as an ISO or NQSO, the Option shall constitute an ISO if it
complies with the terms of section 422 of the Code, and otherwise, it shall
constitute an NQSO. Each Key Employee, Non-Employee Director and Consultant
shall enter into, and be bound by, such Option Agreement.


                        SECTION 10 - Capital Adjustments

     The number of shares which may be issued under the Plan, and the maximum
number of shares with respect to which Options may be granted during a specified
period to any Key Employee under the Plan, both as stated in Section 4 hereof,
the number of shares with respect to which NQSOs are granted to Non-Employee
Directors under Section 7(a), and the number of shares issuable upon exercise of
outstanding Options under the Plan (as well as the Option price per share under
such outstanding Options), shall, subject to the provisions of section 424(a) of
the Code, be adjusted proportionately, to reflect any stock dividend, stock
split, share combination, or similar change in the capitalization of the
Company.

     In the event of a corporate transaction (as that term is described in
section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example, a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Option shall be
assumed by the surviving or successor corporation; provided, however, that, in
the event of a proposed corporate transaction, the Committee may terminate all
or a portion of the outstanding Options issued to Key Employees and Consultants
if it determines that such termination is in the best interests of the Company.
If the Committee decides to terminate

                                      -15-





outstanding Options issued to Key Employees and Consultants, the Committee shall
give each Key Employee and Consultant holding an Option to be terminated not
less than seven (7) days' notice prior to any such termination by reason of such
a corporate transaction, and any such Option which is to be so terminated may be
exercised (if and only to the extent that it is then exercisable) up to, and
including the date immediately preceding such termination. Further, as provided
in Section 8(d) hereof the Committee, in its discretion, may accelerate, in
whole or in part, the date on which any or all Options issued to Key Employees
and Consultants become exercisable.

     Notwithstanding the foregoing, in the event of a corporate transaction (as
described above) in which holders of Common Stock are to receive cash,
securities or other property, and provision is not made for the continuance and
assumption of NQSOs granted to Non-Employee Directors, all such outstanding
NQSOs shall terminate as of the last business day immediately preceding the
closing date of such corporate transaction and the Company shall pay to each
Non-Employee Director an amount in cash with respect to each share to which a
terminated NQSO pertains equal to the difference between the NQSO exercise price
and the value of the consideration to be received by the holders of Common Stock
in connection with such transaction.


              SECTION 11 - Amendment or Discontinuance of the Plan

         (a) General. The Board from time to time may suspend or discontinue the
     Plan or amend it in any respect whatsoever, except that the following
     amendments shall require shareholder approval (given in the manner set
     forth in Section 11(b) below):

             (1) With respect to ISOs, any amendment which would:

                 (A) Change the class of employees eligible to participate in
             the Plan;

                 (B) Except as permitted under Section 10 hereof, increase the
             maximum number of shares of Common Stock with respect to which ISOs
             may be granted under the Plan; or

                 (C) Extend the duration of the Plan under Section 12 hereof
             with respect to any ISOs granted hereunder;

             (2) With respect to Options to be granted to Key Employees, any
         amendment which would require shareholder approval pursuant to Treas.
         Reg. ss. 1.162-27(e)(4)(vi) or any successor thereto; and


                                      -16-





             (3) Any amendment for which shareholder approval is required under
         the rules of an exchange or market on which Common Stock is listed.

         Notwithstanding the foregoing, no such suspension, discontinuance or
     amendment shall materially impair the rights of any holder of an
     outstanding Option without the consent of such holder.

         (b) Shareholder Approval Requirements. Shareholder approval must meet
     the following requirements:

             (1) The approval of shareholders must be by a majority of the
         outstanding shares of Common Stock present, or represented, and
         entitled to vote at a meeting duly held in accordance with the
         applicable laws of the Commonwealth of Pennsylvania;

             (2) The approval of shareholders must be by a majority of the votes
         cast on the issue (including abstentions to the extent abstentions are
         counted as voting under applicable state law); and

             (3) The approval of shareholders must comply with all applicable
         provisions of the corporate charter, bylaws, and applicable state law
         prescribing the method and degree of shareholder approval required for
         the issuance of corporate stock or options. If the applicable state law
         does not prescribe a method and degree of shareholder approval in such
         case, the approval of shareholders must be effected:

                 (A) By a method and in a degree that would be treated as
             adequate under applicable state law in the case of an action
             requiring shareholder approval (i.e., an action on which
             shareholders would be entitled to vote if the action were taken at
             a duly held shareholders' meeting); or

                 (B) By a majority of the votes cast at a duly held
             shareholders' meeting at which a quorum representing a majority of
             all outstanding voting stock is, either in person or by proxy,
             present and voting on the Plan.

         (c) Amendments Affecting Non-Employee Directors. Notwithstanding the
     foregoing, no amendment to any provision of the Plan that would affect
     NQSOs to be awarded to Non-Employee Directors shall be made if such
     amendment would cause the terms and conditions of grants made pursuant to
     Section 7 of the Plan to fail to be fixed in advance, within the meaning of
     Securities and Exchange Commission interpretations under Section 16(b) of
     the Securities Exchange Act of 1934.

                                      -17-








                        SECTION 12 - Termination of Plan

     Unless earlier terminated as provided in the Plan, the Plan and all
authority granted hereunder shall terminate absolutely at 12:00 midnight on
March 18, 2002, which date is five (5) years after the date the Plan was adopted
by the Board (or the date the Plan was approved by the shareholders of the
Company, whichever is earlier), and no Options hereunder shall be granted
thereafter. Nothing contained in this Section 12, however, shall terminate or
affect the continued existence of rights created under Options issued hereunder
and outstanding on March 18, 2002, which by their terms extend beyond such date.


                        SECTION 13 - Shareholder Approval

     This Plan shall become effective on March 19, 1997 (the date the Plan was
adopted by the Board); provided, however, that if the Plan is not approved by
the shareholders in the manner described in Section 11(b), within twelve (12)
months before or after said date, the Plan and all Options granted hereunder
shall be null and void.


                           SECTION 14 - Miscellaneous

         (a) Governing Law. With respect to any ISOs granted pursuant to the
     Plan and the Option Agreements thereunder, the Plan, such Option Agreements
     and any ISOs granted pursuant thereto shall be governed by the applicable
     Code provisions to the maximum extent possible. Otherwise, the operation
     of, and the rights of Key Employees, Non-Employee Directors and Consultants
     under, the Plan, the Option Agreements and any Options granted thereunder
     shall be governed by applicable federal law and otherwise by the laws of
     the Commonwealth of Pennsylvania.

         (b) Rights. Neither the adoption of the Plan nor any action of the
     Board or the Committee shall be deemed to give any individual any right to
     be granted an Option, or any other right hereunder, unless and until the
     Committee shall have granted such individual an Option, and then his or her
     rights shall be only such as are provided by the Option Agreement.

         Any Option under the Plan shall not entitle the holder thereof to any
     rights as a shareholder of the Company prior to the exercise of such Option
     and the issuance of the shares pursuant thereto. Further, notwithstanding
     any provisions of the Plan or the Option Agreement with a Key Employee, the
     Company shall have the right, in its discretion, to retire a Key Employee
     at any time pursuant to its retirement rules or otherwise to terminate his
     or her employment at any time for any reason whatsoever.

                                      -18-





         (c) Indemnification of Board and Committee. Without limiting any other
     rights of indemnification which they may have from the Company and any
     Related Corporation, the members of the Board and the members of the
     Committee shall be indemnified by the Company against all costs and
     expenses reasonably incurred by them in connection with any claim, action,
     suit, or proceeding to which they or any of them may be a party by reason
     of any action taken or failure to act under, or in connection with, the
     Plan, or any Option granted thereunder, and against all amounts paid by
     them in settlement thereof (provided such settlement is approved by legal
     counsel selected by the Company) or paid by them in satisfaction of a
     judgment in any such action, suit, or proceeding, except a judgment based
     upon a finding of willful misconduct or recklessness on their part. Upon
     the making or institution of any such claim, action, suit, or proceeding,
     the Board or Committee member shall notify the Company in writing, giving
     the Company an opportunity, at its own expense, to handle and defend the
     same before such Board or Committee member undertakes to handle it on his
     or her own behalf.

         (d) Application of Funds. The proceeds received by the Company from the
     sale of Common Stock pursuant to Options granted under the Plan shall be
     used for general corporate purposes. Any cash received in payment for
     shares upon exercise of an Option to purchase Common Stock shall be added
     to the general funds of the Company and shall be used for its corporate
     purposes. Any Common Stock received in payment for shares upon exercise of
     an Option to purchase Common Stock shall become treasury stock.

         (e) No Obligation to Exercise Option. The granting of an Option shall
     impose no obligation upon a Key Employee, Non- Employee Director or
     Consultant to exercise such Option.

         (f) Listing and Registration of Shares. Each Option shall be subject to
     the requirement that, if at any time the Committee shall determine, in its
     discretion, that the listing, registration or qualification of the shares
     covered thereby upon any securities exchange or under any state or federal
     law, or the consent or approval of any governmental regulatory body, is
     necessary or desirable as a condition of, or in connection with, the
     granting of such Option or the purchase of shares thereunder, or that
     action by the Company, Key Employee, Non-Employee Director or Consultant
     should be taken in order to obtain an exemption from any such requirement,
     no such Option may be exercised, in whole or in part, unless and until such
     listing, registration, qualification, consent, approval, or action shall
     have been effected, obtained, or taken under conditions acceptable to the
     Committee. Without limiting the generality of the foregoing, each Key
     Employee, Non-Employee Director or Consultant or his or her legal
     representative or beneficiary may also be required to give satisfactory
     assurance that shares purchased upon exercise of an

                                      -19-






     Option are being purchased for investment and not with a view to
     distribution, and certificates representing such shares may be legended
     accordingly.

         (g) Rights as a Shareholder. A Key Employee, Non-Employee Director, or
     Consultant shall have no rights as a shareholder with respect to any shares
     covered by his or her Option until the issuance of a stock certificate to
     him or her for such shares.

     IN WITNESS WHEREOF, URBAN OUTFITTERS, INC. has caused these presents to be
duly executed, under seal, this ___________ day of March, 1997.



ATTEST:                                   URBAN OUTFITTERS, INC.
[SEAL]


                                          By:
- --------------------------------             ---------------------------------
Jay Hammer, Secretary                        Richard A. Hayne, President


                                      -20-


                                                                      Exhibit 5


                                   LAW OFFICES


                           DRINKER BIDDLE & REATH LLP
                         SUITE 300, 1000 WESTLAKES DRIVE
                         BERWYN, PENNSYLVANIA 19312-2409
                              Phone (610) 993-2200
                               Fax (610) 993-8585


                                 August 13, 1997


Urban Outfitters, Inc.
1809 Walnut Street
Philadelphia, PA  19103


Gentlemen:

     We have acted as counsel to Urban Outfitters, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 1,250,000
shares of Common Shares of the Company, par value $.0001 per share (the
"Shares"), issuable upon the exercise of options granted under the Company's
1997 Stock Option Plan (the "Plan").

     In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-Laws, resolutions of its Board of Directors and
shareholders, the Plan, and such other documents and corporate records as we
have deemed appropriate in the circumstances.

     Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that the issuance of the Shares by
the Company upon the exercise of stock options properly granted under the Plan
has been duly authorized by the necessary corporate action of the Board of
Directors and shareholders of







the Company, and such Shares, upon exercise of such options and payment therefor
in accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable by the Company.

     The opinions expressed herein are limited to the federal laws of the United
States and the laws of Pennsylvania.

     We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of such Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under said Section 7 or the rules and regulations of the Securities and
Exchange Commission.

     We advise that Harry S.Cherken, Esquire, a partner in our firm, is a
director of the Company.


                                         Very truly yours,


                                        /s/ DRINKER BIDDLE & REATH LLP
                                        ----------------------------------------
                                        DRINKER BIDDLE & REATH LLP


                                       -2-



                                                                   Exhibit 23(a)


                       CONSENT OF INDEPENDENT ACCOUNTANTS

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



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 18, 1997 on Urban Outfittters,
Inc.'s Annual Report on Form 10-K for the year ended January 31, 1997.




/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP



Philadelphia, PA
August 11, 1997