# FORM 10-Q/A 
Amendment No. 1

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 1,
2004

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  00019774

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

| |                                                               |                                     
| | ------------------------------------------------------------- | ------------------------------------
| | Delaware                                                      | 51-0303670                          
| | (State or other jurisdictionof incorporation or organization) | (I.R.S. employer identification no.)

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

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

_______________________________________________________________

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

---

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange 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 _______

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).

YES _______                NO ___X____

# 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 Exchange 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 1, 2004, 12,937,304 units, each consisting of one share of the registrants
common stock, $.001 par value per share, and one attached stock purchase right, were
outstanding. The units are referred to herein as shares.

INTRODUCTORY NOTE:

This Amendment No. 1 on Form 10-Q (this "Amendment") amends the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended May 1, 2004 filed on June 14, 2004 (the "Original Filing").  The Company is filing this
Amendment in order to correct typographical errors in the Company's Consolidated Financial Statements, as follows:
(i) May 1, 2004 Other Assets in the Consolidated Balance Sheets; (ii) May 1, 2004 deferred compensation in the
Consolidated Statements of Cash Flows; and (iii) the header of the Consolidated Statements of Operations.  The
Company's Consolidated Financial Statements included in this Amendment have not changed in any respect from the
Consolidated Financial Statements included in the Original Filing except with respect to correcting typographical
errors mentioned above.  Exhibit No. 31 and Exhibit No. 32 to this Amendment are being currently dated but are
otherwise unchanged.

---

PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

UNITED RETAIL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(dollars in thousands)

|                                                        | ASSETS               | May 1,2004(Unaudited) | January 31,2004 | May 3,2003(Unaudited)
|------------------------------------------------------- | -------------------- | --------------------- | --------------- | ---------------------
|Current Assets:                                         |                      |                       |                 |                      
|Cash and cash equivalents                               |                      | $14,344               | $14,421         | $12,143              
|Accounts receivable                                     |                      | 1,703                 | 1,789           | 1,626                
|Inventory                                               |                      | 60,787                | 49,054          | 67,821               
|Prepaid rents                                           |                      | 4,740                 | 4,826           | 4,932                
|Other prepaid expenses                                  |                      | 1,712                 | 2,044           | 1,711                
|Total current assets                                    |                      | 83,286                | 72,134          | 88,233               
|                                                        |                      |                       |                 |                      
|Property and equipment, net                             |                      | 73,717                | 76,710          | 84,924               
|Deferred compensation plan                              |                      | 5,114                 | 4,893           | 4,144                
|Trademarks, net of accumulated                          |                      |                       |                 |                      
|amortization of $405, $389 and $341                     |                      | 478                   | 493             | 541                  
|Other assets                                            |                      | 1,366                 | 1,465           | 1,526                
|Total Assets                                            |                      | $163,961              | $155,695        | $179,368             
|                                                        |                      |                       |                
|                                                        | LIABILITIES          |                       |                 |                      
|Current liabilities:                                    |                      |                       |                 |                      
|Short-term distribution center financing                |                      | $650                  | $635            | $998                 
|Short-term capital leases                               |                      | 2,062                 | 2,086           | 1,998                
|Accounts payable and other                              |                      | 29,902                | 19,795          | 31,152               
|Disbursement accounts                                   |                      | 9,007                 | 9,434           | 8,047                
|Accrued expenses                                        |                      | 21,538                | 21,737          | 20,869               
|Total current liabilities                               |                      | 63,159                | 53,687          | 63,064               
|                                                        |                      |                       |                 |                      
|Long-term distribution center financing                 |                      | 3,158                 | 3,326           | 3,807                
|Long-term capital leases                                |                      | 3,148                 | 3,646           | 5,241                
|Long-term deferred compensation plan                    |                      | 5,114                 | 4,893           | 4,144                
|Other long-term liabilities                             |                      | 12,725                | 10,123          | 8,584                
|Total liabilities                                       |                      | 87,304                | 75,675          | 84,840               
|                                                        | STOCKHOLDERS' EQUITY |                       |                 |                      
|Preferred stock, $.001 par value; authorized            |                      |                       |                 |                      
|1,000,000 shares; none issued                           |                      |                       |                 |                      
|Series A junior participating preferred stock           |                      |                       |                 |                      
|$.001 par value; authorized 150,000 shares; none issued |                      |                       |                 |                      
|Common stock, $.001 par value; authorized               |                      |                       |                
|30,000,000 shares; issued 14,248,200 shares             |                      | 14                    | 14              | 14                   
|Additional paid-in capital                              |                      | 83,696                | 83,696          | 83,679               
|Retained earnings                                       |                      | 623                   | 3,986           | 18,511               
|Treasury stock (1,310,896 shares) at cost               |                      | (7,676)               | (7,676)         | (7,676)              
|Total stockholders' equity                              |                      | 76,657                | 80,020          | 94,528               
|Total liabilities and stockholders' equity              |                      | $163,961              | $155,695        | $179,368             

The accompanying notes are an integral part of the Consolidated Financial Statements

---

UNITED RETAIL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(dollars in thousands, except per share amounts)(Unaudited)

|                              | Thirteen Weeks Ended |           
|----------------------------- | -------------------- | ----------
|
|Net Sales                     | $97,519              | $101,530  
|                              |                      |           
|Cost of goods sold, including |                      |           
|buying and occupancy costs    | 76,645               | 79,361    
|                              |                      |           
|Gross profit                  | 20,874               | 22,169    
|                              |                      |           
|General, administrative and   |                      |           
|store operating expenses      | 23,972               | 26,380    
|                              |                      |           
|Operating Loss                | (3,098)              | (4,211)   
|                              |                      |           
|Interest expense, net         | 216                  | 252       
|                              |                      |           
|Loss before income taxes      | (3,314)              | (4,463)   
|                              |                      |           
|Provision for income taxes    | 49                   | 82        
|                              |                      |           
|Net loss                      | ($3,363)             | ($4,545)  
|                              |                      |           
|Net loss per share            |                      |           
|Basic                         | ($0.26)              | ($0.35)   
|Diluted                       | ($0.26)              | ($0.35)   
|                              |                      |           
|Weighted average number of    |                      |           
|shares outstanding            |                      |           
|Basic                         | 12,937,304           | 12,937,304
|Common stock equivalents      |                      |           
|(stock options)               | -                    | -         
|Diluted                       | 12,937,304           | 12,937,304

The accompanying notes are an integral part of the Consolidated Financial Statements

---

UNITED RETAIL GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in thousands)(Unaudited)

|                                                        | Thirteen Weeks Ended |         
|------------------------------------------------------- | -------------------- | --------
|
|Cash Flows From Operating Activities:                   |                      |         
|Net loss                                                | ($3,363)             | ($4,545)
|Adjustments to reconcile net loss to net cash           |                      |         
|provided by (used in) operating activities:             |                      |         
|Depreciation and amortization of property and equipment | 3,007                | 3,139   
|Amortization of deferred charges and other              |                      |         
|intangible assets                                       | 117                  | 128     
|Loss on disposal of assets                              | 26                   | 251     
|Deferred compensation                                   | -                    | 78      
|Deferred lease assumption revenue amortization          | (2)                  | (16)    
|Changes in operating assets and liabilities:            |                      |         
|Accounts receivable                                     | 86                   | 1,368   
|Income taxes                                            | 34                   | 43      
|Inventory                                               | (11,733)             | (6,252) 
|Accounts payable and accrued expenses                   | 9,886                | 4,898   
|Prepaid expenses                                        | 418                  | 619     
|Other assets and liabilities                            | 2,599                | 221     
|Net Cash Provided by (used in) Operating Activities     | 1,075                | (68)    
|                                                        |                      |         
|Investing Activities:                                   |                      |         
|Capital expenditures                                    | (40)                 | (594)   
|Deferred payment for property and equipment             | (10)                 | 4       
|                                                        |                      |         
|Net Cash Used in Investing Activities                   | (50)                 | (590)   
|                                                        |                      |         
|Financing Activities                                    |                      |         
|Repayments of long-term debt                            | (153)                | (376)   
|Payments on capital lease obligations                   | (522)                | (488)   
|Increase (decrease) in disbursement accounts            | (427)                | (3,875) 
|Issuance of short-term debt                             | -                    | 290     
|Repayments of short-term debt                           | -                    | (290)   
|                                                        |                      |         
|Net Cash Used in Financing Activities                   | (1,102)              | (4,739) 
|                                                        |                      |         
|Net decrease in cash and cash equivalents               | (77)                 | (5,397) 
|Cash and cash equivalents, beginning of period          | 14,421               | 17,540  
|Cash and cash equivalents, end of period                | $14,344              | $12,143 

The accompanying notes are an integral part of the Consolidated Financial Statements

---

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 balances and
transactions have been eliminated.

The
consolidated financial statements as of and for the thirteen weeks ended May 1, 2004 and
May 3, 2003 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 2003 Annual Report and 2003 Form 10-K. In the opinion of management, the
accompanying consolidated financial statements reflect all adjustments necessary 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.

Certain
prior year balances have been reclassified to conform with the current year presentation.

# 2. Net Loss Per Share

Basic
per share data has been computed based on the weighted average number of shares of common
stock outstanding. Diluted per share data has been computed on the basic shares because
for the thirteen weeks ended May 1, 2004 and May 3, 2003, the effect of stock options is
anti-dilutive.

Options
to purchase shares of common stock which were not included in the computation of diluted
per share data were as follows:

|                                 |                      |                
|-------------------------------- | -------------------- | ---------------
|                                 | Thirteen Weeks Ended |                
|                                 | May 1,2004           | May 3,2003     
|                                 |                      |                
|Options                          | 1,931,812            | 1,841,572      
|Range of option prices per share | $1.80 -  $15.13      | $2.25 -  $15.13

The Company uses the intrinsic value
method to account for stock-based compensation in accordance with Accounting Principles
Board Opinion No. 25, Accounting For Stock Issued To Employees (Opinion No.
25) and has adopted the disclosure provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, Accounting For Stock-Based Compensation (SFAS No.
123). Under Opinion No. 25, compensation expense, if any, is measured as the excess of the
market price of the stock over the exercise price on the measurement date. In accordance
with Opinion No. 25, compensation expense is recorded ratably over the five-year vesting
period of the options.

The following table illustrates the
effect on net loss and loss per share if the Company had applied the fair value
recognition provisions under SFAS No. 123, Accounting For Stock-Based
Compensation to stock-based employee compensation:

|                                                                                                                                         |                      |           
|---------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ----------
|                                                                                                                                         | Thirteen Weeks Ended |           
|(dollars in thousands except forper share amounts)                                                                                       | May 1,2004           | May 3,2003
|                                                                                                                                         |                      |           
|Reported net loss                                                                                                                        | ($3,363)             | ($4,545)  
|Add back: Compensation expense                                                                                                           | -                    | 78        
|Deduct: Total stock-based employeecompensation expense determined underfair value based method for all awards,net of related tax effects | (75)                 | (69)      
|                                                                                                                                         |                      |           
|Pro forma net loss                                                                                                                       | ($3,438)             | ($4,536)  
|                                                                                                                                         |                      |           
|Loss per share:                                                                                                                          |                      |           
|Basic - as reported                                                                                                                      | ($0.26)              | ($0.35)   
|Basic - pro forma                                                                                                                        | ($0.27)              | ($0.35)   
|                                                                                                                                         |                      |           
|Diluted - as reported                                                                                                                    | ($0.26)              | ($0.35)   
|Diluted - pro forma                                                                                                                      | ($0.27)              | ($0.35)   

# 3. Financing Arrangements

In
1993, the Company executed a ten-year $7.0 million note bearing interest at 7.3%. Interest
and principal were payable in equal monthly installments beginning November 1993. Final
payment on this note was made in October 2003.

In
1994, the Company executed a fifteen-year $8.0 million loan bearing interest at 8.64%.
Interest and principal are payable in equal monthly installments beginning May 1994. The
loan is collateralized by a mortgage on the national distribution center owned by the
Company in Troy, Ohio.

The
Company and certain of its subsidiaries, (collectively, the Companies) are
parties to a Financing Agreement, dated August 15, 1997 (the Financing
Agreement), with The CIT Group/Business Credit, Inc.(CIT). The Financing
Agreement was extended and expanded during fiscal 2003. The term was extended three years
to August 15, 2008. The line of credit was increased from $40 million to $50 million for
the Companies, subject to availability of credit according to a borrowing base
computation. The line of credit may be used on a revolving basis by any of the Companies
to support trade letters of credit and standby letters of credit and to finance loans.

The
Companies are required to maintain unused at all times combined asset availability of at
least $5 million. Except for the maintenance of a minimum availability of $5 million and a
limit on capital expenditures, the Financing Agreement does not contain any significant
financial covenants.

The
Financing Agreement also includes certain restrictive covenants that impose limitations
(subject to certain exceptions) on the Companies with respect to, among other things,
making certain investments, declaring or paying dividends, making loans, engaging in
certain transactions with affiliates, or consolidating, merging or making acquisitions
outside the ordinary course of business.

In
the event a loan is made to one of the Companies, interest is payable monthly based on a
360-day year at the Chase Manhattan Bank prime rate plus incremental percentages ranging from 0.00% to 0.75% or LIBOR rate plus incremental percentages ranging
from 1.75% to 2.50% as determined by the average excess availability each month per the
Financing Agreement on a per annum basis. The borrower can select either the prime rate or
the LIBOR rate as the basis for determining the interest rate.

The
line of credit is collateralized by a security interest in i) inventory and its proceeds
ii) bank credit card receivables and iii) the balance on deposit from time to time in a
bank account that has been pledged to the lenders.

At
May 1, 2004, the borrowing capacity of the Companies under the Financing Agreement with
CIT, after satisfying the $5 million minimum availability requirement, was $22.4 million,
trade letters of credit for the account of the Companies were outstanding in the amount of
$22.1 million, standby letters of credit were outstanding in the amount of $5.5 million
and no loan from CIT was outstanding. The Companys cash and cash equivalents of
$14.3 million were unrestricted.

In
January 2002, the Company executed a five-year $8.2 million sale and lease back agreement
for certain fixtures in new and remodeled stores. The lease bears an interest rate of 7.0%
per annum. The Company was required to pay sales tax as part of the agreement. The
agreement provides for equal monthly rent payments beginning February 2002 and gives the
Company the option of buying back the fixtures at the end of the term for a nominal price.

In
January 2002 through January 2003, the Company executed a series of three-year capital
lease agreements for call center systems at the Companys national distribution
center in Troy, Ohio, bearing interest at rates between 6.09% and 6.64% per annum
aggregating approximately $1.4 million. The Company has the option of buying the systems
at the end of the term for a nominal price.

# 4. Income Taxes

Reconciliation
of the provision for income taxes from the U.S. Federal statutory rate to the
Companys effective rate is as follows (dollars in thousands):

|                           | Thirteen Weeks Ended |         |          |        
|-------------------------- | -------------------- | ------- | -------- | -------
|
|                           |                      |         |          |        
|Tax at Federal rate        | ($1,160)             | (35.0%) | ($1,562) | (35.0%)
|State income taxes, net of |                      |         |          |        
|Federal benefit            | (56)                 | (1.7%)  | (13)     | (0.3%) 
|Change in State NOL        | (68)                 | (2.0%)  | (451)    | (10.1%)
|Other                      | 7                    | 0.2%    | 7        | 0.2%   
|Sub-total                  | (1,277)              | (38.5%) | (2,019)  | (45.2%)
|                           |                      |         |          |        
|Change in deferred tax     |                      |         |          |        
|valuation allowance        | 1,326                | 40.0%   | 2,101    | 47.0%  
|                           |                      |         |          |        
|                           | $49                  | 1.5%    | $82      | 1.8%   

In
November 2003, the Company agreed in principle with the Internal Revenue Service
(IRS) on a settlement and the closure of its examination of the Companys
tax returns for the years through 1996.

In
November 2003, the Company also agreed in principle with the IRS on the settlement of a
matter related to tax refund claims the Company had filed for research credits and for
deductions attributable to certain bank financing transactions during 1989 to 1992.
Although only a preliminary settlement has been reached with the IRS, in April 2004, the
Company received payment from the IRS in the amount of $2.5 million (which includes $1.2
million representing interest). The Company has not received final clearance from the IRS.
Upon receipt of final clearance, the Company will recognize the benefit of the refund
claims, including the related interest thereon. It is anticipated that the $1.3 million
refund will be recorded as an increase to stockholders equity as it relates to stock
warrant deductions and the $1.2 million interest amount will be recorded in the
Companys results of operations. An additional payment estimated to be approximately
$0.7 million is also expected in connection with the claim related to research credits and
when received, this item would be recorded in the Companys operating results.

Significant
components of the Companys deferred tax assets and liabilities as of May 1, 2004 are
summarized below (dollars in thousands):

|                       |         
|---------------------- | --------
|Gross asset:           |         
|Federal NOL and other  |         
|tax attributes         | $13,130 
|State NOL's            | 5,911   
|Accruals and reserves  | 4,098   
|Inventory              | 659     
|Compensation           | 602     
|                       | 24,400  
|                       |         
|Gross liability:       |         
|Depreciation           | (3,209) 
|                       |         
|Valuation allowance    | (21,191)
|                       |         
|Net deferred tax asset | $   -   

The
Company recorded a $7.3 million non-cash charge to establish a valuation allowance for its
net deferred tax assets and net operating loss carryforwards in the fourth quarter of
fiscal 2002. The valuation allowance was calculated in accordance with the provisions of
SFAS No. 109, Accounting for Income Taxes (SFAS No. 109), which places
significant importance on the Companys cumulative operating results in the most
recent three-year period when assessing the need for a valuation allowance. The
Companys cumulative loss in the three-year period ended February 1, 2003, which
included the net loss reported in the fourth quarter of fiscal 2002, was sufficient to
require a full valuation allowance under the provisions of SFAS No. 109. The Company
recorded additional valuation allowances of $12.6 million and $1.3 million in the fiscal
year ended January 31, 2004 and quarter ended May 1, 2004, respectively. The Company
intends to maintain a valuation allowance for its net deferred tax assets and net
operating loss carryforwards until sufficient positive evidence exists to support its
reversal.

# 5. Stock Appreciation
Rights Plan

Commencing
in May 2000 and annually thereafter, each nonmanagement Director received an award under
the Companys Stock Appreciation Rights Plan that provides for a cash payment by the
Company when the Director exercises the stock option granted to him contemporaneously
under the Companys Stock Option Plans. The payment will be an amount equivalent to
the after tax equity in the option that is being exercised, that is, the excess of the
then current market price of the shares issued over the exercise price of the
corresponding option plus any personal income tax withholding on the gain arising from the
exercise.

# 6. Supplemental Cash
Flow Information

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

|                          |                      |            
|------------------------- | -------------------- | -----------
|                          | Thirteen Weeks Ended |            
|                          | May 1, 2004          | May 3, 2003
|                          |                      |            
|Net cash interest expense |                      |            
|paid, including interest  |                      |            
|income of $14 and $10     | $193                 | $256       
|                          |                      |            
|Income taxes paid         | $15                  | $39        

There
were no non-cash investing activities for the thirteen weeks ended May 1, 2004 and May 3,
2003.

# 7. Contingencies

The
Company is involved in legal actions and claims arising in the ordinary course of
business. Management believes (based on advice of legal counsel) that such litigation and
claims will not have a material adverse effect on the Companys financial position,
annual results of operations or cash flows.

In
addition, on May 1, 2003, a suit in California Superior Court, Los Angeles County, styled
Erik Stanford vs. United Retail Incorporated was served on the Company by a former store
manager in California. On March 3, 2004, an amended complaint was served that added
another plaintiff. The suit is purportedly a class action on behalf of certain current and
former associates in California in the previous four years.

The
plaintiffs in the Stanford case assert state wage and hour claims.

The Company
intends to oppose class certification strongly and to defend the Stanford case vigorously
on the merits.

Although
counsel is unable at this early stage to predict the ultimate outcome of the Stanford
case, management does not believe that the case will have a material impact on the
Companys financial position. However, given the uncertainty at this stage, it is
possible that if either an adverse judgment for damages is rendered or a negotiated
settlement is agreed upon, the amount payable could be material to the Companys
annual results of operations or cash flows.

---

# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the undersigned
thereunto duly authorized.

(Registrant)    
          UNITED RETAIL GROUP, INC.

|                    |                                                                                                                                                                                                         
|------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: June 29, 2004 | By:/s/ GEORGE R. REMETAGeorge R. RemetaVice Chairman of the Board and ChiefAdministrative Officer-Authorized SignatoryBy:/s/ JON GROSSMANJon GrossmanVice President-Finance and Chief Accounting Officer

---

# EXHIBIT INDEX

(a)    
          The following exhibit is filed herewith:

|Number | Description                                                                             
|------ | ----------------------------------------------------------------------------------------
|31     | Certifications pursuant to Section 302 (update of
certifications filed on June 14, 2004)

The following exhibit is furnished herewith:

|Number | Description                                                                                 
|------ | --------------------------------------------------------------------------------------------
|32     | Certifications pursuant to Section 906 (update of
certifications furnished on June 14, 2004)