<PAGE>   1
                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
(Mark One)

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

For the  quarterly period ended May 3, 1997

                                       OR

[ ]  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   019774

                            United Retail Group, Inc.
             (Exact name of registrant as specified in its charter)


          Delaware                                              51 0303670
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization                               Identification No.)

365 West Passaic Street, Rochelle Park, NJ                        07662
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code  (201)  845-0880

-----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>   2
      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 (the "1934 Act") 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
    ---        ---


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the 1934 Act
subsequent to the distribution of securities under a plan confirmed by a court.

YES         NO
    ---        ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

      As of May 3, 1997, 12,190,375 shares of the registrant's common stock,
$.001 par value per share, were outstanding.
<PAGE>   3
ITEM 1. FINANCIAL STATEMENTS


                   UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                           MAY 3,        FEBRUARY 1,      MAY 4,
                                                            1997            1997           1996
                                                        -----------      -----------   -----------
                                                        (UNAUDITED)                    (UNAUDITED)
<S>                                                     <C>              <C>           <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents                              $ 11,997        $ 18,264        $ 12,870
   Income taxes receivable                                     231             229           2,000
   Accounts receivable                                       1,627           1,297           1,898
   Inventory                                                46,638          40,778          47,191
   Prepaid rents                                             4,438           4,485           4,583
   Other prepaid expenses                                    2,720           2,656           2,681
                                                          --------        --------        --------
      Total current assets                                  67,651          67,709          71,223

Property and equipment, net                                 53,088          54,892          60,004
Deferred charges and other intangible assets,
  net of accumulated amortization of $1,522, $1,490
  and $1,318                                                 6,971           7,031           7,053
Deferred income taxes                                           --              --             839
Other assets                                                   711             715           1,146
                                                          --------        --------        --------
    Total assets                                          $128,421        $130,347        $140,265
                                                          ========        ========        ========

                                   LIABILITIES
Current liabilities:
  Current portion of distribution center financing        $    992        $    978        $    918
  Accounts payable, trade                                   16,474          16,543          17,901
  Accrued expenses                                          13,335          13,247          14,303
                                                          --------        --------        --------
    Total current liabilities                               30,801          30,768          33,122


Distribution center financing                               11,104          11,355          12,097
Other long-term liabilities                                  7,892           8,011           9,313
                                                          --------        --------        --------
    Total liabilities                                       49,797          50,134          54,532
                                                          --------        --------        --------

                              STOCKHOLDERS' EQUITY

Preferred stock, $.001 par value; authorized
   1,000,000; none issued
Common stock, $.001 par value; authorized
   30,000,000; issued 12,680,375; outstanding
   12,190,375                                                   13              13              13
Additional paid-in capital                                  78,259          78,259          78,242
Retained earnings                                              934           2,523           8,060
Treasury stock (490,000 shares) at cost                       (582)           (582)           (582)
                                                          --------        --------        --------
    Total stockholders' equity                              78,624          80,213          85,733
                                                          --------        --------        --------
    Total liabilities and stockholders' equity            $128,421        $130,347        $140,265
                                                          ========        ========        ========
</TABLE>


The accompanying notes are an integral part of the Consolidated Financial
Statements.
<PAGE>   4
                   UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                THIRTEEN WEEKS ENDED
                                           ------------------------------
                                              MAY 3,             MAY 4,
                                               1997               1996
                                           -----------        -----------
<S>                                        <C>                <C>
Net sales                                  $    87,022        $    88,873

Cost of goods sold, including
  buying and occupancy costs                    68,815             70,172
                                           -----------        -----------

   Gross profit                                 18,207             18,701

General, administrative and
  store operating expenses                      19,680             19,418
                                           -----------        -----------

   Operating loss                               (1,473)              (717)

Interest expense, net                              102                245
                                           -----------        -----------

Loss before income taxes                        (1,575)              (962)

Provision (benefit) for income taxes                14               (352)
                                           -----------        -----------

   Net loss                                $    (1,589)       $      (610)
                                           ===========        ===========

Net loss per
  common share                             $     (0.13)       $     (0.05)
                                           ===========        ===========


Weighted average number of
  common and common equivalent
   shares outstanding                       12,190,375         12,190,375
</TABLE>


The accompanying notes are an integral part of the Consolidated Financial
Statements.
<PAGE>   5
                   UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   THIRTEEN WEEKS ENDED
                                                                  -----------------------
                                                                   MAY 3,         MAY 4,
                                                                    1997           1996
                                                                  --------       --------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                      $(1,589)       $  (610)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization of property and equipment         2,325          2,534
    Amortization of deferred charges and other
      intangible assets                                                59             53
    Loss on disposal of assets                                         50             44
    Compensation expense                                               --             60
    Benefit from deferred income taxes                                 --            (28)
    Deferred lease assumption revenue amortization                   (129)          (138)
Changes in operating assets and liabilities:
    Accounts receivable                                              (330)          (128)
    Income taxes receivable                                            (2)           719
    Inventory                                                      (5,860)        (6,790)
    Accounts payable and accrued expenses                             (29)         2,493
    Prepaid expenses                                                  (17)           145
    Other assets and liabilities                                       16           (136)
                                                                  -------        -------
Net Cash Used in Operating Activities                              (5,506)        (1,782)
                                                                  -------        -------

INVESTING ACTIVITIES:
    Capital expenditures                                             (571)        (1,845)
    Deferred payment for property and equipment                        47           (324)
                                                                  -------        -------

Net Cash Used for Investing Activities                               (524)        (2,169)
                                                                  -------        -------

FINANCING ACTIVITIES:
    Repayments of long-term debt                                     (237)          (219)
                                                                  -------        -------

Net Cash Used in Financing Activities                                (237)          (219)
                                                                  -------        -------

Net decrease in cash and cash equivalents                          (6,267)        (4,170)
Cash and cash equivalents, beginning of period                     18,264         17,040
                                                                  -------        -------
Cash and cash equivalents, end of period                          $11,997        $12,870
                                                                  =======        =======
</TABLE>


The accompanying notes are an integral part of the Consolidated Financial
Statements.
<PAGE>   6
                            UNITED RETAIL GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1. BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of United Retail
Group, Inc. and its subsidiaries (the "Company"). All significant intercompany
accounts and transactions have been eliminated.

     The consolidated financial statements as of and for the thirteen weeks
ended May 3, 1997 and May 4, 1996 are unaudited and are presented pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, the consolidated financial statements should be read in conjunction
with the financial statement disclosures contained in the Company's 1996 Annual
Report. In the opinion of management, the accompanying consolidated financial
statements reflect all adjustments necessary (which are of a normal recurring
nature) to present fairly the financial position and results of operations and
cash flows for the interim periods, but are not necessarily indicative of the
results of operations for a full fiscal year.


2. NET (LOSS) INCOME PER SHARE

     Net loss per common share excludes common equivalent shares (stock
options), because their effect is anti-dilutive. Net income per common share, in
each fiscal quarter in which income is realized, is computed using the weighted
average number of common and common equivalent shares (stock options)
outstanding during the quarter.

     In February 1997, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128 will
require the Company to replace the current presentation of "primary" per share
data with "basic" and "diluted" per share data. Currently, outstanding common
stock equivalents are antidilutive and therefore management estimates that the
future adoption of SFAS 128 currently will not have a material impact on the
Company's per share data. SFAS 128 will be adopted by the Company for periods
ending after December 15, 1997.


3. FINANCING ARRANGEMENTS

     The Company and The Chase Manhattan Bank ("Chase") are parties to
agreements providing two credit facilities, the term of which expires in
February 1999. The first facility provides for the issuance by Chase of trade
letters of credit for the account of the Company in an aggregate amount at any 
time of up to $25.0 million, of which $23.5 million was utilized at 
May 3, 1997. 
<PAGE>   7
The second facility provides for revolving credit loans totaling a maximum of
$15.0 million, of which up to $10.0 million would be available for standby
letters of credit for general corporate purposes. As of May 3, 1997, the
Company has not drawn upon its revolving credit facility except to issue
standby letters of credit totaling $4.0 million as collateral for obligations
under casualty insurance policies.
        
     The Company is obligated to maintain several financial covenants, including
a current ratio and a fixed charges ratio, and has restrictions on paying
dividends, as well as a limitation on aggregate capital expenditures.

The Company has pledged to Chase as collateral the shares of common and
preferred stock of its subsidiaries.


4. INCOME TAXES

     The provision (benefit) for income taxes consists of (dollars in
thousands):


<TABLE>
<CAPTION>
                       Thirteen Weeks Ended
                       --------------------
                        May 3,      May 4,
                         1997        1996
                        ------      -----
<S>                    <C>        <C>
Currently payable:
     Federal             $--        $(242)
     State                14          (82)
                         ---        -----
                          14         (324)
                         ---        -----
Deferred:
     Federal              --          (23)
     State                --           (5)
                         ---        -----
                          --          (28)
                         ---        -----
                         $14        $(352)
                         ===        =====
</TABLE>
<PAGE>   8
     Reconciliation of the provision (benefit) for income taxes from the U.S.
Federal statutory rate to the Company's effective rate is as follows:

<TABLE>
<CAPTION>
                                               Thirteen Weeks Ended
                                 -----------------------------------------------
                                     May 3, 1997                   May 4, 1996
                                 -------------------         -------------------
<S>                             <C>           <C>            <C>           <C>
Tax at Federal rate (34%)        $(536)        (34.0)%       $(327)        (34.0)%
State income taxes, net of         (36)         (2.2)%         (58)         (6.0)%
 federal benefit
Goodwill amortization               18           1.1%           18           1.8%
Other                                4            .2%           15           1.6%
Valuation Allowance                564          35.8%            0           0.0%
                                 -----         -----         -----         -----
                                 $  14           0.9%        $(352)        (36.6)%
                                 =====         =====         =====         =====
</TABLE>

     The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset are as follows:

<TABLE>
<S>                                           <C>
      Assets:
            Inventory                          $  245
            Accruals and reserves               1,189
            Compensation                        1,569
            NOL and credit carryforwards        2,440
                                               ------
                                                5,443
                                               ------
      Liabilities:
            Depreciation                        1,750
            Prepaid rent                        1,299
                                               ------
                                                3,049
                                               ------
            Valuation allowance                 2,394
                                               ------
            Net deferred tax asset             $    0
                                               ======
</TABLE>

     Future realization of the tax benefits attributable to these existing
deductible temporary differences ultimately depends on the existence of
sufficient taxable income within the carryforward period available under the tax
law at the time of the tax deduction. Because it is more likely than not that
the net deferred tax asset will not be realized, a valuation allowance has been
recorded. As of May 3, 1997, the compensation related deferred tax asset will be
fully realizable upon the exercise of all of the outstanding options only if (i)
the market price of the stock equals or exceeds $3.125 per share upon exercise,
(ii) the compensation expense deduction is not limited by future enacted tax
laws and (iii) there is sufficient taxable income within the carry-forward
period available. The underlying options of the compensation related deferred
tax asset are exercisable through December 31, 1999.
<PAGE>   9
     At May 3, 1997, the Company has pre-acquisition net operating loss
carryforwards, aggregating approximately $0.5 million, available to reduce
future taxable income in certain states, expiring through 2004.


5. SUPPLEMENTAL CASH FLOW INFORMATION

     Net cash flow from operating activities includes cash payments for interest
and income taxes as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                 Thirteen Weeks Ended
                                 --------------------
                                  May 3,      May 4,
                                  1997         1996
                                 -------      -------
<S>                              <C>          <C>
Cash interest:

Interest expense, net per
statements of operations          $102        $   245

Less: Non-cash
interest expense                   (15)           (14)
                                  ----        -------
Net cash interest expense,
 including interest
 income of $177 and $196          $ 87        $   231
                                  ====        =======
Net income tax
payments (refunds)                $ 16        $(1,043)
                                  ====        =======
</TABLE>
<PAGE>   10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS

FIRST QUARTER FISCAL 1997 VERSUS FIRST QUARTER FISCAL 1996

      Net sales for the first quarter of Fiscal 1997 decreased 2.1% from the
first quarter of Fiscal 1996, to $87.0 million from $88.9 million, principally
from a decrease in average price rather than in sales volume. Average stores
open decreased from 580 to 567; see, "Properties," regarding the Company's real
estate plan. Comparable store sales for the first quarter of Fiscal 1997
declined 0.4%. (In May 1997, net sales decreased 9% from May 1996, to $30.6
million from $33.5 million; comparable store sales for May 1997 declined 6%.)
There is no assurance that net sales and comparable store sales will not
continue to decrease.

      Gross profits decreased by $0.5 million to $18.2 million in the first
quarter of Fiscal 1997 from $18.7 million in the first quarter of Fiscal 1996,
decreasing as a percentage of net sales to 20.9% from 21.0%. The decrease in
gross profits as a percentage of net sales was primarily attributable to a
decrease in the merchandise margin rate partially offset by a decrease in
landlord charges. There is no assurance that gross profits will not continue to
decrease.

      The women's apparel industry is subject to rapidly changing consumer
fashion preferences. The Company's performance depends on the operational
flexibility to respond to such changes quickly. See, "A Single Merchandise
Assortment in Mid-Spring 1996." The industry has also been subject to shifting
shopping patterns, both within the Company's sector (the specialty store sector)
and in other channels of distribution, such as department stores, catalogues and
electronic media. The Company also believes that consumer pressure to reduce
prices throughout the women's apparel industry has become a permanent influence
on the retail marketplace. Finally, in the second quarter of Fiscal 1996 the
Company replaced its older proprietary brands of clothing with its new AVENUE
[by design] brand. (Substantially all clothing carried a proprietary brand.) The
transition from the older proprietary brands of clothing may have had an adverse
effect on sales and merchandise margin rates in the first quarter of Fiscal
1997.

      General, administrative and store operating expenses were $19.7 million in
the first quarter of Fiscal 1997, compared to $19.4 million in the comparable
quarter of the previous year. As a percentage of net sales, general,
administrative and store operating expenses increased to 22.6% from 21.8%,
principally from higher store payroll costs as a percentage of net sales.

      During the first quarter of Fiscal 1997, the Company incurred an operating
loss of $1.5 million compared to an operating loss of $0.7 million in the
comparable quarter of the previous year. The operating loss in the first quarter
of Fiscal 1997 was 1.7% of net sales. There is no assurance that operating
losses will not continue to increase.

      Net interest expense was $0.1 million in the first quarter of Fiscal 1997
and $0.2 million in the comparable quarter of the previous year.

      The Company had a provision for income taxes of $14,000 in the first
quarter of Fiscal 1997. The Company had an income tax benefit of $0.4 million in
the comparable quarter of the previous year. A benefit was not recorded in
Fiscal 1997 due to the uncertainty regarding realization of such tax benefits.

      During the first quarter of Fiscal 1997, the Company incurred a net loss
of $1.6 million compared to a net loss of $0.6 million in the comparable quarter
of the previous year. There is no assurance that net losses will not continue to
increase.
<PAGE>   11
A SINGLE MERCHANDISE ASSORTMENT COMMENCING IN MID-SPRING 1996

      The Company's merchandising had a divisional structure at the beginning of
Fiscal 1996, with one team of merchants providing inventory for stores located
principally in malls and a separate team of merchants providing different
inventory for stores concentrated in strip shopping centers. In order to improve
its merchandise assortments, the Company changed from a divisional merchandising
methodology to one in which a single team provides the same inventory for all
the Company's stores. The separate teams of merchants for mall stores and strip
shopping center stores were unified in the third quarter of Fiscal 1995. The
first unified merchandise assortment arrived in Mid-Spring 1996.

      A new function, product development, was established in April 1996, when
the Company recruited an experienced executive to handle the development of
fashion content and design for merchandise assortments arriving in Fiscal 1997
and thereafter.

      The Company believes Fiscal 1997 will be a period of transition for the
unified team of merchants and the new product development team. There is no
assurance that the new merchandising structure will increase sales and improve
merchandise margin rates.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's cash on hand decreased to $12.0 million at May 3, 1997 from
$12.9 million at May 4, 1996 and $18.3 million at February 1, 1997. The income
taxes receivable was $0.2 million at May 3, 1997, $2.0 million at May 4, 1996
and $0.2 million at February 1, 1997.

      Inventory was $46.6 million at May 3, 1997, $47.2 million at May 4, 1996
and $40.8 million at February 1, 1997. The Company's inventory levels peak in
early May and December. During Fiscal 1996, the highest inventory level was
$50.6 million. Import purchases are made in U.S. dollars and are generally
financed by trade letters of credit. Short-term trade credit represents a
significant source of financing for domestic merchandise purchases. Trade credit
arises from the willingness of the Company's domestic vendors to grant extended
payment terms for inventory purchases and is generally financed either by the
vendor or a third-party factor. Import purchases constituted approximately 54%
of total purchases in the first quarter of Fiscal 1997 and approximately 47% of
total purchases in the first quarter of Fiscal 1996.

      The Company has agreements with The Chase Manhattan Bank ("Chase")
providing two credit facilities until February 1999. The first facility provides
for the issuance by Chase of trade letters of credit for the account of the
Company in an aggregate amount at any time of up to $25.0 million, of which
$23.5 million was utilized at May 3, 1997. The second facility provides for
revolving credit loans totaling a maximum of $15.0 million, of which up to $10.0
million would be available for standby letters of credit for general corporate
purposes. The credit facilities are secured by a pledge of the stock of the
Company's subsidiaries and the Company's investments in cash equivalents. Also,
merchandise purchased under trade letters of credit is subject to a security
interest pursuant to the Letter of Credit Agreement. Finally, the Company is
required to maintain most of its deposit account balances at Chase, where the
deposits are subject to a right of offset by Chase. Loans under the revolving
credit facility will bear interest, at the option of the Company, at either (i)
the higher of the Federal Funds Rate plus 0.5% or the prime commercial lending
rate of Chase, or (ii) the London Interbank Offered Rate plus 1.5%. The Company
has not drawn upon its revolving credit facility except to issue standby letters
of credit totaling $4.0 million at May 3, 1997 as collateral for obligations in
the ordinary course of business under casualty insurance policies.

      The agreements for the credit facilities contain a number of financial
covenants, including (i) tangible net worth to equal at least $70.0 million
plus, for each fiscal year ending after February 3, 1996, for which net income
shall be positive, an amount equal to 50% of net income, minus any write-down or
valuation allowance with respect to the deferred tax asset relating to
Performance Options, and (ii) capital expenditures not to exceed $6.5 million in
Fiscal 1997 and thereafter $10.0 million per annum, plus during the period 

 
<PAGE>   12
after Fiscal 1996 (y) $10 million plus (z) if adjusted cash flow (as defined in
the agreements) after February 1, 1997 is positive, 75% of adjusted cash flow
for the period. The agreements also require: (i) the ratio of total debt
(excluding accrued and payable expenses incurred in the ordinary course of
business) to tangible net worth not be .45 to 1.0 or more, (ii) the fixed
charges ratio (as defined in the agreements) not be less than 1.0 to 1.0,
except from May 1, 1997 to July 5, 1997, when it shall not be less than .95 to
1.0, (iii) the ratio of current assets to current liabilities not be less than
1.25 to 1.0, (iv) cash flow (as defined and calculated in the agreements) not
be less than minimum amounts specified in the agreements, and (v) liquidity,
defined as the sum of cash plus cash equivalents plus the unused commitment
under the revolving credit facility, not be less than:
        
<TABLE>
<CAPTION>
                 Month Ended                       Amount
                 -----------                       ------
<S>                                             <C>
                  07/05/97                      $26.7 million
                  08/02/97                      $25.5 million
                  08/30/97                      $21.8 million
                  09/27/97                      $21.2 million
                  11/01/97                      $15.6 million
                  11/29/97                      $13.8 million
                  01/03/98                      $31.5 million
                  01/31/98                      $26.6 million
</TABLE>


      The agreements also include certain restrictive covenants that impose
limitations (subject to certain exceptions) on the Company with respect to,
among other things, making or owning certain investments, declaring or paying
dividends, acquiring Common Stock or preferred stock of the Company, making
loans, engaging in any line of business other than apparel retailing, engaging
in certain transactions with affiliates, or consolidating, merging or making
acquisitions outside the ordinary course of business.

      It would constitute an event of default under the agreements if a majority
of the Company's outstanding Common Stock were to be held by one person, or an
investment group, other than an affiliate of The Limited, Inc., or Raphael
Benaroya, the Chairman of the Board, President and Chief Executive Officer of
the Company.

      The Company believes that credit facilities and cash flows from operating
activities will be available to meet anticipated working capital needs,
including seasonal financing needs, for the next 12 months. The preceding
sentence constitutes forward-looking information under the 1995 Private
Securities Litigation Reform Act (the "Reform Act") and is subject to the
uncertainties and other risk factors referred to under the caption "Future
Results." There is no assurance that the Company will continue to comply with
the covenants under the agreements for its credit facilities if net losses
continue to increase.

      The accounts receivable from the Company's proprietary credit cards are
purchased daily by Citibank (South Dakota), N.A. ("Citibank") at a discount that
is adjusted annually. There is no assurance that annual adjustments in the
discount rate will not increase materially the cost of the Company's proprietary
credit card programs.

      Overseas production of merchandise purchased by the Company is mainly in
South Asia (principally Hong Kong, Taiwan, India, and South Korea) and Turkey
and is obtained through independent agents. The Company's operations may be
adversely affected by political instability resulting in disruption of trade
with foreign countries in which the Company's foreign suppliers are located, the
adoption of additional regulations relating to imports or duties, the imposition
of taxes or other charges on imports, any significant fluctuation of the value
of the dollar against foreign currencies, and restrictions on the transfer of
funds.
<PAGE>   13
PROPERTIES

      The Company leased 563 retail stores at May 3, 1997, of which 308 stores
were located in strip shopping centers, 226 stores were located in malls and 29
were located in downtown shopping districts. The Company's retail square footage
was 2.2 million square feet at May 3, 1997 and 2.3 million square feet at May 4,
1996. The Company presently plans to reduce retail square footage by
approximately 100,000 additional square feet during the remainder of Fiscal
1997. The Company will decrease the retail square footage gradually by letting
underperforming leases expire. The Company plans to open new mall stores only in
exceptional circumstances. The Company intends to pay the costs of new store
openings from net cash provided by operating activities. The preceding sentences
of this paragraph constitute forward-looking information under the Reform Act
and are subject to the uncertainties and other risk factors referred to under
the caption "Future Results".

      New stores and newly remodeled stores will use The Avenue(R) trade name.

TAX MATTERS

      The Company's federal income tax returns for Fiscal 1994 and Fiscal 1995
are being audited by the Internal Revenue Service.

COMPUTER SYSTEMS

      The Company will modify its computer software programs to accommodate
dates after 1999. The cost of modifications is expected to be less than $1.0
million in the remainder of Fiscal 1997.

SEASONALITY

      The Company's business is usually seasonal. From Fiscal 1991 through
Fiscal 1995, the first half of each year provided a greater portion of the
Company's annual operating income. In Fiscal 1996, however, the operating loss
in the first half exceeded the operating loss in the second half.

INFLATION AND CHANGING PRICES

      Inflation has not had a significant effect on the Company's operations.

FUTURE RESULTS

      Future results could differ materially from those currently anticipated by
the Company due to possible (i) miscalculation of fashion trends, (ii) shifting
shopping patterns, both within the specialty store sector and in other channels
of distribution, (iii) extreme or unseasonable weather conditions, (iv) economic
downturns, weakness in overall consumer demand, and variations in the demand for
women's fashion apparel, (v) imposition by vendors, or their third-party
factors, of more onerous payment terms for domestic merchandise purchases, (vi)
acceleration in the rate of business failures and inventory liquidations in the
specialty store sector of the women's apparel industry, and (vii) disruptions in
the sourcing of merchandise abroad, including (a) China's assumption of control
of Hong Kong later this year, (b) China's claims to sovereignty over Taiwan, (c)
North Korea's claims to sovereignty over South Korea, (d) exchange rate
fluctuations, (e) political instability, (f) trade sanctions or restrictions,
(g) changes in quota and duty regulations, (h) delays in shipping or (i)
increased costs of transportation.
<PAGE>   14
                           PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES.

      The following options to purchase shares of the Company's common stock
were issued without registration under the Securities Act of 1933 pursuant to
the Company's 1996 Stock Option Plan:

<TABLE>
<CAPTION>
                                             Number of
       Date of Grant     Class of Grantee    Underlying Shares      Exercise Price
       -------------     ----------------    -----------------      --------------
<S>                      <C>                 <C>                    <C>
       5/27/97           Directors             15,000               $3.250
       5/27/97           Officers              10,000               $3.250
       5/27/97           Employees             25,500               $3.250
       2/27/97           Officers              25,000               $3.125
       2/27/97           Employees             47,000               $3.125
       12/2/96           Officer               25,000               $3.000
       8/22/96           Officer               20,000               $3.000
                                              -------
       Total:                                 167,500
                                              =======
</TABLE>

      The grantees are officers and directors of United Retail Group, Inc.
and officers and employees of its subsidiaries.

      Options become exercisable in five equal annual installments commencing
one year after the date of grant.

      The above grants were exempt from the registration provisions of the
Securities Act under Section 4(2) thereof because all the grantees are members
of the Company's management. Nevertheless, the Company intends to file a
registration statement with respect to its 1996 Stock Option Plan.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      (a)  The fifth Annual Meeting of Stockholders was held on May 27,
1997.

      (c) The fifth Annual Meeting of Stockholders elected directors for terms
ending at the sixth Annual Meeting of Stockholders, as follows:

<TABLE>
<CAPTION>
      Name                        For               Withhold Authority to Vote
      ----                        ---               --------------------------
<S>                               <C>               <C>
      Joseph A. Alutto            9,603,345          38,600
      Raphael Benaroya            9,603,345          38,600
      Russell Berrie              9,389,438         252,507
      Joseph Ciechanover          9,603,145          38,800
      Ilan Kaufthal               9,603,345          38,600
      Vincent Langone             9,603,345          38,600
      Christina A. Mohr           9,603,345          38,600
      George R. Remeta            9,603,345          38,600
      Richard W. Rubenstein       9,603,345          38,600
</TABLE>
<PAGE>   15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

      The following exhibits are filed herewith:

       Number                       Description

       10.1                         Amendment No. 10, dated May 30, 1997, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and The Chase
                                    Manhattan Bank ("Chase")

       10.2                         Amendment No. 9, dated May 30, 1997, to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       27                           Financial Data Schedule


      The following exhibits to the Corporation's Annual Report on Form 10-K for
the year ended February 1, 1997 are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amendment No. 9, dated January 31, 1997, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 8, dated January 31, 1997 to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       13                           Sections of 1996 Annual Report to
                                    Stockholders (including opinion of
                                    Independent Public Accountants) that are
                                    incorporated by reference in response to the
                                    items of the Annual Report on Form 10-K

       23.1                         Consent of Independent Public Accountants
                                    for the Corporation

The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended November 2, 1996 is incorporated herein by reference:

       Number in Filing             Description

       10.1*                        Restated Supplemental Retirement Savings
                                    Plan

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended August 3, 1996 are incorporated herein by reference:

       Number in Filing             Description


       10.1                         Amendment No. 8, dated August 22, 1996, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 7, dated August 22, 1996, to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       10.3                         Letter, dated August 23, 1996, with respect
                                    to Credit Agreement between the Corporation
                                    and Citibank (South Dakota) N.A.
                                    ("Citibank")
<PAGE>   16
The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:

       Number in Filing             Description

       10.1*                        Severance Pay Agreement, dated May 28, 1996,
                                    between the Corporation and Raphael Benaroya


       10.2*                        Severance Pay Agreement, dated May 28, 1996,
                                    between the Corporation and George R. Remeta


       10.3                         Amended and Restated Term Sheet Agreement
                                    for Hosiery, dated as of December 29, 1995,
                                    between The Avenue, Inc. and American
                                    Licensing Group, Inc. (Confidential portions
                                    have been deleted and filed separately with
                                    the Secretary of the Commission)

The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*

The following exhibits to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amendment No. 7, dated March 5, 1996, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 6, dated March 5, 1996, to the
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       10.3*                        Employment Agreement, dated March 1, 1996 ,
                                    between the Corporation and Kenneth P.
                                    Carroll

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 29, 1995 are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amendment No. 5, dated January 31, 1995, to
                                    the Credit Agreement among the Corporation,
                                    its subsidiaries and Chase

       10.2                         Amendment No. 6, dated January 31, 1995, to
                                    the Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

The following exhibits to the Corporation's Amended Current Report on Form 8-KA,
dated May 22, 1995, are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amended and Restated Gloria Vanderbilt
                                    Intimate Apparel Sublicense Agreement, dated
                                    May 22, 1995, between United Retail
                                    Incorporated and American Licensing Group
                                    Limited Partnership ("ALGLP")

       10.2                         Gloria Vanderbilt Sleepwear Sublicense
                                    Agreement, dated May 22, 1995, between
                                    United Retail Incorporated and ALGLP
<PAGE>   17
The following exhibits to the Corporation's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:

       Number in Filing             Description

       10.1*                        Incentive Compensation Program Summary

       21                           Subsidiaries of the Corporation

The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:

       Number in Filing             Description

       10.2*                        Letter from the Corporation to Raphael
                                    Benaroya and George R. Remeta, dated May 20,
                                    1994, regarding their respective Restated
                                    Employment Agreements, dated November 1,
                                    1991

The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:

       Number in Filing             Description

       10.3                         Amendment, dated December 6, 1993, to Credit
                                    Agreement between the Corporation and
                                    Citibank

       10.4                         Term Sheet Agreement, dated as of May 4,
                                    1993, with respect to Amended and Restated
                                    Gloria Vanderbilt Hosiery Sublicense
                                    Agreement

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended October 30, 1993 are incorporated herein by reference.

       Number in Filing             Description

       10.1                         Amendment Nos. 3 and 4, dated September 30,
                                    1993 and November 18, 1993, respectively, to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       10.2                         Amendment Nos. 4 and 5, dated September 30,
                                    1993 and November 18, 1993, respectively, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 31, 1993 are incorporated herein by reference.

       Number in Filing             Description

       4.1                          Amended By-Laws of the Corporation, as
                                    amended June 1, 1993

       4.2                          Amendment No. 1, dated June 1, 1993, to
                                    Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
<PAGE>   18
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

       Number in Filing             Description

       4.2                          Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders

       10.1                         Amendment No. 1, dated March 17, 1992, to
                                    Letter of Credit Agreement between the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 2, dated May 4, 1992, to
                                    Letter of Credit Agreement between the
                                    Corporation, its subsidiaries and Chase

       10.3                         Amendment No. 3, dated July 2, 1992, to
                                    Letter of Credit Agreement between the
                                    Corporation, its subsidiaries and Chase

       10.4                         Amendment No. 1, dated May 4, 1992, to
                                    Credit Agreement between the Corporation,
                                    its subsidiaries and Chase

       10.5                         Amendment No. 2, dated July 2, 1992, to
                                    Credit Agreement between the Corporation,
                                    its subsidiaries and Chase

       10.6                         Second Amendment to Lease, dated June 30,
                                    1992, to Office Lease between Mack Passaic
                                    Street Properties Co. and Sizes Unlimited,
                                    Inc. (now known as United Retail
                                    Incorporated)

       10.7                         Guaranty of Lease, dated June 30, 1992, made
                                    by Sizes Unlimited Holding Corporation (now
                                    known as United Retail Holding Corporation)
                                    to Mack Passaic Street Properties Co.

The following  exhibits to the  Corporation's  Registration  Statement on Form
S-1  (Registration  No.  33-44499),  as amended,  are  incorporated  herein by
reference:

       Number in Filing             Description

       3.1                          Amended and Restated Certificate of
                                    Incorporation of Registrant

       4.1                          Specimen Certificate for Common Stock of
                                    Registrant

       10.2.1                       Software License Agreement, dated as of
                                    April 30, 1989, between The Limited Stores,
                                    Inc. and Sizes Unlimited, Inc.

       10.2.2                       Amendment to Software License Agreement,
                                    dated December 10, 1991

       10.7                         Amended and Restated Gloria Vanderbilt
                                    Hosiery Sublicense Agreement, dated as of
                                    April 30, 1989, between American Licensing
                                    Group, Inc. (Licensee) and Sizes Unlimited,
                                    Inc. (Sublicensee)

       10.11                        Office Lease, dated June 12, 1987, between
                                    Mack Passaic Street Properties Co. and Sizes
                                    Unlimited, Inc. and Amendment thereto dated
                                    August 21, 1988

       10.12                        Amended and Restated Master Affiliate
                                    Sublease Agreement, dated as of July 17,
                                    1989, among Lane Bryant, Inc., Lerner
                                    Stores, Inc. (Landlord) and Sizes Unlimited,
                                    Inc. (Tenant) and Amendment thereto, dated
                                    July 17, 1989

       10.23*                       Restated Employment Agreement, dated
                                    November 1, 1991, between the Corporation
                                    and Raphael Benaroya

       10.25*                       Restated Employment Agreement, dated
                                    November 1, 1991, between the Corporation
                                    and George R. Remeta

       10.29*                       Restated 1989 Management Stock Option Plan,
                                    dated November 1, 1991

       10.30*                       Performance Option Agreement, dated July 17,
                                    1989, between the Corporation, then known as
                                    Lernmark, Inc., and Raphael Benaroya and
                                    First Amendment thereto dated November 1,
                                    1991
<PAGE>   19
       10.31*                       Performance Option Agreement, dated July 17,
                                    1989, between the Corporation and George R.
                                    Remeta and First Amendment thereto dated
                                    November 1, 1991

       10.32*                       Second Amendment, dated November 1, 1991, to
                                    Performance Option Agreements with Raphael
                                    Benaroya and George R. Remeta

       10.33*                       1991 Stock Option Agreement, dated November
                                    1, 1991, between the Corporation and Raphael
                                    Benaroya

       10.34*                       1991 Stock Option Agreement, dated November
                                    1, 1991, between the Corporation and George
                                    R. Remeta

       10.38                        Management Services Agreement, dated August
                                    26, 1989, between American Licensing Group,
                                    Inc. and ALGLP

       10.39                        First Refusal Agreement, dated as of August
                                    31, 1989, between the Corporation and ALGLP

       10.40                        Credit Agreement, dated as of February 24,
                                    1992, among the Corporation, its
                                    subsidiaries and Chase

       10.41                        Letter of Credit Agreement, dated as of
                                    February 24, 1992, among the Corporation,
                                    its subsidiaries and Chase

The following exhibit to the Restated Schedule 13D, dated February 5, 1997, of
Raphael Benaroya with respect to shares of Common Stock of the Corporation is
incorporated herein by reference:

       Number in Filing             Description

       99.10                        Amendment No. 2, dated February 1, 1997, to
                                    Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders

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

       *A compensatory  plan for the benefit of the  Corporation's  management
or a management contract.

      (b) No Current Reports on Form 8-K were filed by the Corporation during
the fiscal quarter ended May 3, 1997
<PAGE>   20
                                   SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) 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.

(Registrant)        UNITED RETAIL GROUP, INC.

              By:   /s/ GEORGE R. REMETA
                    ------------------------------------------------------
                    George R. Remeta, Vice Chairman of the Board and Chief
                         Financial Officer - Authorized Signatory

              By:   /s/ JON GROSSMAN
                    ------------------------------------------------------
                    Jon Grossman, Vice President  - Finance and Chief
                                  Accounting Officer

Date:               June 16, 1997
<PAGE>   21
                                  EXHIBIT INDEX

      The following exhibits are filed herewith:

       Number                       Description

       10.1                         Amendment No. 10, dated May 30, 1997, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and The Chase
                                    Manhattan Bank ("Chase")

       10.2                         Amendment No. 9, dated May 30, 1997, to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       27                           Financial Data Schedule

      The following exhibits to the Corporation's Annual Report on Form 10-K for
the year ended February 1, 1997 are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amendment No. 9, dated January 31, 1997, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 8, dated January 31, 1997 to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       13                           Sections of 1996 Annual Report to
                                    Stockholders (including opinion of
                                    Independent Public Accountants) that are
                                    incorporated by reference in response to the
                                    items of the Annual Report on Form 10-K

       23.1                         Consent of Independent Public Accountants
                                    for the Corporation

The following exhibit to the Corporation's Quarterly Report on Form 10-Q for
the period ended November 2, 1996 is incorporated herein by reference:

       Number in Filing             Description

       10.1*                        Restated Supplemental Retirement Savings
                                    Plan

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended August 3, 1996 are incorporated herein by reference:

       Number in Filing             Description


       10.1                         Amendment No. 8, dated August 22, 1996, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 7, dated August 22, 1996, to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       10.3                         Letter, dated August 23, 1996, with respect
                                    to Credit Agreement between the Corporation
                                    and Citibank (South Dakota) N.A.
                                    ("Citibank")
<PAGE>   22
The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:

       Number in Filing             Description

       10.1*                        Severance Pay Agreement, dated May 28, 1996,
                                    between the Corporation and Raphael Benaroya

       10.2*                        Severance Pay Agreement, dated May 28, 1996,
                                    between the Corporation and George R. Remeta

       10.3                         Amended and Restated Term Sheet Agreement
                                    for Hosiery, dated as of December 29, 1995,
                                    between The Avenue, Inc. and American
                                    Licensing Group, Inc. (Confidential portions
                                    have been deleted and filed separately with
                                    the Secretary of the Commission)

The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*

The following exhibits to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amendment No. 7, dated March 5, 1996, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 6, dated March 5, 1996, to the
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       10.3*                        Employment Agreement, dated March 1, 1996 ,
                                    between the Corporation and Kenneth P.
                                    Carroll

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 29, 1995 are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amendment No. 5, dated January 31, 1995, to
                                    the Credit Agreement among the Corporation,
                                    its subsidiaries and Chase

       10.2                         Amendment No. 6, dated January 31, 1995, to
                                    the Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

The following exhibits to the Corporation's Amended Current Report on Form
8-KA, dated May 22, 1995, are incorporated herein by reference:

       Number in Filing             Description

       10.1                         Amended and Restated Gloria Vanderbilt
                                    Intimate Apparel Sublicense Agreement, dated
                                    May 22, 1995, between United Retail
                                    Incorporated and American Licensing Group
                                    Limited Partnership ("ALGLP")

       10.2                         Gloria Vanderbilt Sleepwear Sublicense
                                    Agreement, dated May 22, 1995, between
                                    United Retail Incorporated and ALGLP
<PAGE>   23
The following exhibits to the Corporation's Annual Report on Form 10-K for
the year ended January 28, 1995 are incorporated herein by reference:

       Number in Filing             Description

       10.1*                        Incentive Compensation Program Summary

       21                           Subsidiaries of the Corporation


The following exhibit to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 30, 1994 is incorporated herein by reference:

       Number in Filing             Description

       10.2*                        Letter from the Corporation to Raphael
                                    Benaroya and George R. Remeta, dated May 20,
                                    1994, regarding their respective Restated
                                    Employment Agreements, dated November 1,
                                    1991

The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:

       Number in Filing             Description

       10.3                         Amendment, dated December 6, 1993, to Credit
                                    Agreement between the Corporation and
                                    Citibank

       10.4                         Term Sheet Agreement, dated as of May 4,
                                    1993, with respect to Amended and Restated
                                    Gloria Vanderbilt Hosiery Sublicense
                                    Agreement

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended October 30, 1993 are incorporated herein by reference.

       Number in Filing             Description

       10.1                         Amendment Nos. 3 and 4, dated September 30,
                                    1993 and November 18, 1993, respectively, to
                                    Credit Agreement among the Corporation, its
                                    subsidiaries and Chase

       10.2                         Amendment Nos. 4 and 5, dated September 30,
                                    1993 and November 18, 1993, respectively, to
                                    Letter of Credit Agreement among the
                                    Corporation, its subsidiaries and Chase

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 31, 1993 are incorporated herein by reference.

       Number in Filing             Description

       4.1                          Amended By-Laws of the Corporation, as
                                    amended June 1, 1993

       4.2                          Amendment No. 1, dated June 1, 1993, to
                                    Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
<PAGE>   24
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

       Number in Filing             Description

       4.2                          Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders

       10.1                         Amendment No. 1, dated March 17, 1992, to
                                    Letter of Credit Agreement between the
                                    Corporation, its subsidiaries and Chase

       10.2                         Amendment No. 2, dated May 4, 1992, to
                                    Letter of Credit Agreement between the
                                    Corporation its subsidiaries and Chase

       10.3                         Amendment No. 3, dated July 2, 1992, to
                                    Letter of Credit Agreement between the
                                    Corporation , its subsidiaries and Chase

       10.4                         Amendment No. 1, dated May 4, 1992, to
                                    Credit Agreement between the Corporation,
                                    its subsidiaries and Chase

       10.5                         Amendment No. 2, dated July 2, 1992, to
                                    Credit Agreement between the Corporation,
                                    its subsidiaries and Chase

       10.6                         Second Amendment to Lease, dated June 30,
                                    1992, to Office Lease between Mack Passaic
                                    Street Properties Co. and Sizes Unlimited,
                                    Inc. (now known as United Retail
                                    Incorporated)

       10.7                         Guaranty of Lease, dated June 30, 1992, made
                                    by Sizes Unlimited Holding Corporation (now
                                    known as United Retail Holding Corporation)
                                    to Mack Passaic Street Properties Co.

The following  exhibits to the  Corporation's  Registration  Statement on Form
S-1  (Registration  No.  33-44499),  as amended,  are  incorporated  herein by
reference:

       Number in Filing             Description

       3.1                          Amended and Restated Certificate of
                                    Incorporation of Registrant

       4.1                          Specimen Certificate for Common Stock of
                                    Registrant

       10.2.1                       Software License Agreement, dated as of
                                    April 30, 1989, between The Limited Stores,
                                    Inc. and Sizes Unlimited, Inc.

       10.2.2                       Amendment to Software License Agreement,
                                    dated December 10, 1991

       10.7                         Amended and Restated Gloria Vanderbilt
                                    Hosiery Sublicense Agreement, dated as of
                                    April 30, 1989, between American Licensing
                                    Group, Inc. (Licensee) and Sizes Unlimited,
                                    Inc. (Sublicensee)

       10.11                        Office Lease, dated June 12, 1987, between
                                    Mack Passaic Street Properties Co. and Sizes
                                    Unlimited, Inc. and Amendment thereto dated
                                    August 21, 1988

       10.12                        Amended and Restated Master Affiliate
                                    Sublease Agreement, dated as of July 17,
                                    1989, among Lane Bryant, Inc., Lerner
                                    Stores, Inc. (Landlord) and Sizes Unlimited,
                                    Inc. (Tenant) and Amendment thereto, dated
                                    July 17, 1989

       10.23*                       Restated Employment Agreement, dated
                                    November 1, 1991, between the Corporation
                                    and Raphael Benaroya

       10.25*                       Restated Employment Agreement, dated
                                    November 1, 1991, between the Corporation
                                    and George R. Remeta

       10.29*                       Restated 1989 Management Stock Option Plan,
                                    dated November 1, 1991

       10.30*                       Performance Option Agreement, dated July 17,
                                    1989, between the Corporation, then known as
                                    Lernmark, Inc., and Raphael Benaroya and
                                    First Amendment thereto dated November 1,
                                    1991
<PAGE>   25
       10.31*                       Performance Option Agreement, dated July 17,
                                    1989, between the Corporation and George R.
                                    Remeta and First Amendment thereto dated
                                    November 1, 1991

       10.32*                       Second Amendment, dated November 1, 1991, to
                                    Performance Option Agreements with Raphael
                                    Benaroya and George R. Remeta

       10.33*                       1991 Stock Option Agreement, dated November
                                    1, 1991, between the Corporation and Raphael
                                    Benaroya

       10.34*                       1991 Stock Option Agreement, dated November
                                    1, 1991, between the Corporation and George
                                    R. Remeta

       10.38                        Management Services Agreement, dated August
                                    26, 1989, between American Licensing Group,
                                    Inc. and ALGLP

       10.39                        First Refusal Agreement, dated as of August
                                    31, 1989, between the Corporation and ALGLP

       10.40                        Credit Agreement, dated as of February 24,
                                    1992, among the Corporation, its
                                    subsidiaries and Chase

       10.41                        Letter of Credit Agreement, dated as of
                                    February 24, 1992, among the Corporation,
                                    its subsidiaries and Chase

The following exhibit to the Restated Schedule 13D, dated February 5, 1997, of
Raphael Benaroya with respect to shares of Common Stock of the Corporation is
incorporated herein by reference:

       Number in Filing             Description

       99.10                        Amendment No. 2, dated February 1, 1997, to
                                    Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders

-------------------
       *A compensatory  plan for the benefit of the  Corporation's  management
or a management contract.