<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 November 2, 1996

                                       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 November 2, 1996, 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>
                                                          NOVEMBER 2,      FEBRUARY 3,       OCTOBER 28,
                                                             1996             1996              1995   
                                                          ---------        ---------        ------------
                                     ASSETS              (UNAUDITED)                        (UNAUDITED)
<S>                                                       <C>              <C>              <C>         
Current assets:
   Cash and cash equivalents                              $   6,458        $  17,040        $     11,655
   Income taxes receivable                                      953            2,719                  --
   Accounts receivable                                        2,243            1,770               3,089
   Inventory                                                 49,565           40,401              52,682
   Prepaid rents                                              4,592            4,473               4,380
   Other prepaid expenses                                     3,671            2,936               3,202
   Deferred income taxes                                        116               --                 854
                                                          ---------        ---------        ------------
      Total current assets                                   67,598           69,339              75,862

Property and equipment, net                                  57,164           60,737              61,866
Deferred charges and other intangible assets,
  net of accumulated amortization of $1,430, $1,265
  and $1,213                                                  7,091            6,846               6,898
Deferred income taxes                                           600              811               3,890
Other assets                                                  1,035            1,300               1,234
                                                          ---------        ---------        ------------
    Total assets                                          $ 133,488        $ 139,033        $    149,750
                                                          =========        =========        ============

                                     LIABILITIES
Current liabilities:
  Current portion of distribution center financing        $     952        $     901        $        883
  Accounts payable, trade                                    16,489           15,210              21,836
  Accrued expenses                                           13,919           14,834              15,160
  Income taxes payable                                           --               --                 967
                                                          ---------        ---------        ------------
    Total current liabilities                                31,360           30,945              38,846

Distribution center financing                                11,613           12,333              12,565
Other long-term liabilities                                   8,773            9,472               8,563
                                                          ---------        ---------        ------------
    Total liabilities                                        51,746           52,750              59,974
                                                          ---------        ---------        ------------

                                     STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; authorized
   1,000,000; none issued
Common stock, $.001 par value; authorized                        13               13                  13
   30,000,000; issued 12,680,375; outstanding
   12,190,375
Additional paid-in capital                                   78,259           78,182              78,117
Retained earnings                                             4,052            8,670              12,228
Treasury stock (490,000 shares) at cost                        (582)            (582)               (582)
                                                          ---------        ---------        ------------
    Total stockholders' equity                               81,742           86,283              89,776
                                                          ---------        ---------        ------------
    Total liabilities and stockholders' equity            $ 133,488        $ 139,033        $    149,750
                                                          =========        =========        ============
</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           THIRTY-NINE WEEKS ENDED     
                                    ---------------------------     ----------------------------

                                    NOVEMBER 2,     OCTOBER 28,     NOVEMBER 2,      OCTOBER 28,
                                       1996            1995            1996             1995    
                                     --------        --------        ---------        ---------
<S>                                 <C>             <C>             <C>              <C>      
Net sales                            $ 84,249        $ 82,623        $ 269,300        $ 266,599

Cost of goods sold, including
  buying and occupancy costs           67,668          67,237          216,504          210,133
                                     --------        --------        ---------        ---------

   Gross profit                        16,581          15,386           52,796           56,466

General, administrative and
  store operating expenses             19,364          19,404           59,262           58,341
                                     --------        --------        ---------        ---------

   Operating loss                      (2,783)         (4,018)          (6,466)          (1,875)

Interest expense (income), net             84             (62)             295             (151)
                                     --------        --------        ---------        ---------

Loss before income taxes               (2,867)         (3,956)          (6,761)          (1,724)

Benefit from income taxes                (847)         (1,583)          (2,143)            (643)
                                     --------        --------        ---------        ---------

   Net loss                         ($  2,020)      ($  2,373)      ($   4,618)      ($   1,081)
                                     ========        ========        =========        =========

Net loss per
  common share                      ($   0.17)      ($   0.18)      ($    0.38)      ($    0.08)
                                     ========        ========        =========        =========


Shares outstanding                     12,190          13,196           12,190           13,279
</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>
                                                                   THIRTY-NINE WEEKS ENDED
                                                                 ---------------------------
                                                                 NOVEMBER 2,     OCTOBER 28,
                                                                    1996            1995
                                                                  --------        --------
<S>                                                              <C>             <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                     ($  4,618)      ($  1,081)
Adjustments to reconcile net loss to net cash
  (used for) provided by operating activities:
    Depreciation and amortization of property and equipment          7,547           7,498
    Amortization of deferred charges and other
      intangible assets                                                165             173
    Loss on disposal of assets                                         324              27
    Compensation expense                                                77             181
    Benefit from deferred income taxes                                  95            (288)
    Deferred lease assumption revenue amortization                    (358)           (211)
    Lease assumption proceeds                                           --           3,523
Changes in operating assets and liabilities:
    Accounts receivable                                               (473)           (672)
    Income taxes receivable                                          1,766              --
    Inventory                                                       (9,164)        (15,164)
    Accounts payable and accrued expenses                              872          10,046
    Prepaid expenses                                                  (854)         (1,177)
    Income taxes payable                                                --            (660)
    Other assets and liabilities                                      (498)           (549)
                                                                  --------        --------
Net Cash (Used For) Provided By Operating Activities                (5,119)          1,646
                                                                  --------        --------

INVESTING ACTIVITIES:
    Capital expenditures                                            (4,298)         (8,697)
    Deferred payment for property and equipment                       (496)             --
                                                                  --------        --------

Net Cash Used for Investing Activities                              (4,794)         (8,697)
                                                                  --------        --------

FINANCING ACTIVITIES:
    Net proceeds from issuance of common stock                          --               4
    Repayments of long-term debt                                      (669)           (618)
                                                                  --------        --------

Net Cash Used for Financing Activities                                (669)           (614)
                                                                  --------        --------

Net decrease in cash and cash equivalents                          (10,582)         (7,665)
Cash and cash equivalents, beginning of period                      17,040          19,320
                                                                  --------        --------
Cash and cash equivalents, end of period                          $  6,458        $ 11,655
                                                                  ========        ========
</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 and
thirty-nine weeks ended November 2, 1996 and October 28, 1995 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 1995 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.

       Certain prior year balances have been reclassified to conform with the
fiscal 1996 presentation.

2.     NET LOSS PER SHARE

       Net loss per common share in fiscal 1996 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.


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 $16.9 million was utilized at November 2,
1996. 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 November 2, 1996, 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.
<PAGE>   7
       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.

4.     OTHER OPERATING ACTIVITIES

       In July 1995, the Company agreed to assume the lease obligations of 21
stores previously operated by another retail chain. In order to induce the
Company to assume these leases, the assignor of the leases paid the Company
approximately $3.5 million. This payment has been recorded as accrued rent
payable and is being amortized against rent expense over the life of the assumed
leases.


5.     INCOME TAXES

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

<TABLE>
<CAPTION>
                             Thirteen Weeks Ended        Thirty-Nine Weeks Ended
                          --------------------------    --------------------------
                          November 2,    October 28,    November 2,    October 28,
                             1996           1995           1996           1995
                            ------         ------         ------         ------
<S>                        <C>            <C>            <C>            <C>     
Currently payable:

     Federal               ($1,421)       ($1,553)       ($2,335)       ($   80)
     State                      64           (407)            97           (275)
                            ------         ------         ------         ------
                            (1,357)        (1,960)        (2,238)          (355)
                            ------         ------         ------         ------

Deferred:

     Federal                   417            308             77           (371)
     State                      93             69             18             83
                            ------         ------         ------         ------
                               510            377             95           (288)
                            ------         ------         ------         ------

                           ($  847)       ($1,583)       ($2,143)       ($  643)
                            ======         ======         ======         ======
</TABLE>
<PAGE>   8
       Reconciliation of the benefit from income taxes from the U.S. Federal
statutory rate to the Company's effective rate is as follows:

<TABLE>
<CAPTION>
                                                Thirteen Weeks Ended                
                                 --------------------------------------------------- 
                                    November 2, 1996            October 28, 1995     
                                 ----------------------     ------------------------ 
<S>                              <C>            <C>         <C>              <C>    
Tax at Federal rate (34%)        ($975)         (34.0%)     ($1,345)         (34.0%)
State income taxes, net of         104            3.6%         (252)          (6.4%)
 federal benefit

Goodwill amortization               17            0.6%           17            0.5%
Other                                7            0.3%           (3)          (0.1%)
                                  ----           ----        ------           ----        
                                 ($847)         (29.5%)     ($1,583)         (40.0%)
                                  ====           ====        ======           ====        
</TABLE>

<TABLE>
<CAPTION>
                                               Thirty-Nine Weeks Ended         
                                 ---------------------------------------------------
                                     November 2, 1996            October 28, 1995
                                 ------------------------     ----------------------
<S>                              <C>              <C>         <C>            <C>    
Tax at Federal rate (34%)        ($2,299)         (34.0%)     ($586)         (34.0%)
State income taxes, net of            76            1.1%       (127)          (7.4%)
 federal benefit

Goodwill amortization                 53            0.8%         52            3.1%
Other                                 27            0.4%         18            1.0%
                                   -----           ----         ---           ----
                                 ($2,143)         (31.7%)     ($643)         (37.3%)
                                   =====           ====         ===           ====
</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                                            $   281
            Accruals and reserves                                    170
            Compensation                                           2,052
                                                                 -------

                                                                   2,503

       Liabilities:
            Depreciation                                          (1,787)
                                                                 -------

            Net deferred tax asset                               $   716
                                                                 =======
</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 carryback and/or carryforward period
available under the tax law at the time of the tax deduction. As of November 2,
1996, 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 $3.875 per share upon exercise and (ii) the
compensation 
<PAGE>   9
expense deduction is not limited by future enacted tax laws. The underlying
options of the compensation related deferred tax asset are exercisable through
December 31, 1999.

       At November 2, 1996, the Company has pre-acquisition net operating loss
carryforwards, aggregating approximately $0.6 million, available to reduce
future taxable income in certain states, expiring through 2004.

6.     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     Thirty-Nine Weeks Ended
                                  --------------------     -----------------------
                                 November 2, October 28,  November 2,   October 28,
                                    1996        1995         1996          1995
                                    ----        ----         ----          ----
<S>                                 <C>       <C>          <C>            <C>    
Cash interest:

Interest expense
(income), net per
statements of operations            $ 84      ($  62)       $   295       ($ 151)

Less: Non-cash
interest income(expense)              33         (11)            53          (64)
                                    ----       -----        -------        -----

Net cash interest expense
(income), including interest
income of $234, $392,
$729 and $1,189                     $117      ($  73)       $   348       ($ 215)
                                    ====       =====        =======        =====

Income tax payments (refunds)       $ 21       $ 903       ($ 4,017)       $ 480
                                    ====       =====        =======        =====
</TABLE>
<PAGE>   10
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIRD QUARTER FISCAL 1996 VERSUS THIRD QUARTER FISCAL 1995

         Net sales for the third quarter of Fiscal 1996 increased 2.0% from the
third quarter of Fiscal 1995, to $84.2 million from $82.6 million, principally
from an increase in sales volume rather than a change in average price. Average
stores open increased from 564 to 581; see, however, "Properties," regarding the
Company's plan for future store openings. There is no assurance that sales will
continue to increase. Comparable store sales for the third quarter of Fiscal
1996 were flat. (In November 1996 net sales decreased 2.0% from November 1995,
to $29.6 million from $30.2 million; comparable store sales for November 1996
declined 3.3%.)

         Gross profits increased by $1.2 million to $16.6 million in the third
quarter of Fiscal 1996 from $15.4 million in the third quarter of Fiscal 1995,
increasing as a percentage of net sales to 19.7% from 18.6%. The increase in
gross profits as a percentage of net sales was primarily attributable to an
increase in the merchandise margin rate. There is no assurance that gross
profits will continue to increase.

         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 Fiscal 1996, the Company replaced its
older proprietary brands with its new Avenue brand; there is no assurance that
the new brand will not have an adverse effect on sales and merchandise margin
rates in the fourth quarter of Fiscal 1996.

         General, administrative and store operating expenses were $19.4 million
in the third quarter of Fiscal 1996, unchanged from the third quarter of the
previous year in spite of an increase in the number of stores. As a percentage
of net sales, general, administrative and store operating expenses decreased to
23.0% from 23.5%.

         During the third quarter of Fiscal 1996, the Company incurred an
operating loss of $2.8 million compared to an operating loss of $4.0 million for
the third quarter of Fiscal 1995. The operating loss was 3.3% of net sales
during the third quarter of Fiscal 1996. There is no assurance that the Company
will not continue to incur operating losses.

         Net interest expense was $84,000 for the third quarter of Fiscal 1996,
compared to net interest income of $62,000 in the third quarter of Fiscal 1995.

         The Company had an income tax benefit of $0.8 million in the third
quarter of Fiscal 1996 and an income tax benefit of $1.6 million in the third
quarter of Fiscal 1995.

         The Company incurred a net loss of $2.0 million for the third quarter
of Fiscal 1996, compared to a net loss of $2.4 million for the third quarter of
Fiscal 1995.
<PAGE>   11
FIRST 39 WEEKS FISCAL 1996 VERSUS FIRST 39 WEEKS FISCAL 1995

         Net sales for the first 39 weeks of Fiscal 1996 increased 1.0% from the
first 39 weeks of Fiscal 1995, to $269.3 million from $266.6 million,
principally from an increase in sales volume. Average stores open increased from
543 to 581. Comparable store sales decreased 3.6% for the period.

         Gross profits decreased by $3.7 million to $52.8 million in the first
39 weeks of Fiscal 1996 from $56.5 million in the first 39 weeks of Fiscal 1995,
decreasing as a percentage of net sales to 19.6% from 21.2%. The decrease in
gross profits as a percentage of net sales was primarily attributable to a
decrease in the merchandise margin rate and higher occupancy costs as a
percentage of net sales, partially offset by a reduction in the payroll expense
for merchants and planners.

         General, administrative and store operating expenses were $59.3 million
in the first 39 weeks of Fiscal 1996, compared to $58.3 million in the first 39
weeks of the previous year, principally from higher payroll costs, resulting
principally from an increase in the number of stores, partially offset by lower
administrative expenses. As a percentage of net sales, general, administrative
and store operating expenses increased to 22.0% from 21.9%.

         During the first 39 weeks of Fiscal 1996, the Company incurred an
operating loss of $6.5 million compared to an operating loss of $1.9 million for
the first 39 weeks of Fiscal 1995. The operating loss was 2.4% of net sales
during the first 39 weeks of Fiscal 1996.

         Net interest expense was $0.3 million for the first 39 weeks of Fiscal
1996, compared to net interest income of $0.2 million in the first 39 weeks of
Fiscal 1995. The net interest expense resulted principally from reduced interest
income (lower rates on smaller invested cash balances) combined with bank fees
associated with the extension of the term of the Company's credit facilities.

         The Company had an income tax benefit of $2.1 million in the first 39
weeks of Fiscal 1996 and an income tax benefit of $0.6 million in the first 39
weeks of Fiscal 1995.

         The Company incurred a net loss of $4.6 million for the first 39 weeks
of Fiscal 1996, compared to a net loss of $1.1 million for the first 39 weeks of
Fiscal 1995.

A SINGLE MERCHANDISE ASSORTMENT COMMENCING IN MID-SPRING 1996

         The Company's merchandising had a divisional structure in most of
Fiscal 1995, 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. The Company
believes Fiscal 1996 is a transitional period for the unified team of merchants.

         A new product development function was added to the existing
merchandising function and product quality function in April 1996.

         There is no assurance that the new merchandising structure will
increase sales and improve merchandise margin rates.
<PAGE>   12
LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash on hand was $6.5 million at November 2, 1996; $17.0
million at February 3, 1996; and $11.7 million at October 28, 1995.

         Inventory was $49.6 million at November 2, 1996; $40.4 million at
February 3, 1996; and $52.7 million at October 28, 1995. The Company's inventory
levels peak in early May and December. During Fiscal 1995, the highest inventory
level was $54.9 million. In Fiscal 1995, domestic purchases and import purchases
each constituted approximately one-half of total purchases. Import purchases
were made in U.S. dollars and were generally financed by trade letters of
credit. Short-term trade credit represented a significant source of financing
for domestic merchandise purchases. Trade credit arose from the willingness of
the Company's domestic vendors to grant extended payment terms for inventory
purchases and was generally financed either by the vendor or a third-party
factor.

         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
$16.9 million was utilized at November 2, 1996. 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 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, and (ii) capital
expenditures not to exceed (A) $6.5 million in Fiscal 1996 and (B) after Fiscal
1996, $10.0 million per annum plus, during the period after Fiscal 1996 the sum
of (x) $10.0 million plus (y) if adjusted cash flow (as defined in the
agreements) after February 4, 1996 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 0.9 to 1.0 through January 4, 1997
and thereafter not be less than 1.0 to 1.0, (iii) the ratio of current assets to
current liabilities not be less than 1.25 to 1.0, (iv) cash flow 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, in Fiscal 1996 not be less than:

<TABLE>
<CAPTION>
                  Month                              Amount
                  -----                              ------
<S>                                                  <C>        
                  10/6-11/2                          $13 million
                  11/3-11/30                         $10 million
                  12/1-1/4                           $27 million
                  1/5-2/1                            $21 million
</TABLE>
<PAGE>   13
         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 does not believe that continued compliance with the
covenants under the agreements for the credit facilities will materially
restrict its anticipated operations. The Company also believes that its credit
facilities, together with anticipated cash flows from operating activities, will
be adequate to meet anticipated working capital needs, including seasonal
financing needs, for the next 12 months. The preceding sentences in this
paragraph constitute forward-looking information under the 1995 Private
Securities Litigation Reform Act (the "Reform Act") and are subject to the
factors referred to under the caption "Future Results."

         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 the annual adjustment in the
discount rate will not increase materially the cost of the Company's proprietary
credit card programs.

         The Company's agreements with Chase and with Citibank have been
incorporated by reference as exhibits to this Report. The above summaries of
these agreements are qualified in their entirety by reference to these exhibits.

         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.

PROPERTIES

         The Company leased 582 retail stores at November 2, 1996, of which 313
stores were located in strip shopping centers, 239 stores were located in malls
and 30 stores were located in downtown shopping districts. The Company's retail
square footage was 2.3 million square feet at November 2, 1996 and 2.2 million
square feet at October 28, 1995.

         The Company presently plans to maintain approximately the same amount
of retail square footage and to obtain increases in net sales from higher sales
per square foot. There is no assurance, however, that net sales will increase.
The Company plans to open new mall stores only in exceptional circumstances and
to decrease the retail square footage in mall locations gradually by letting
underperforming leases expire. Subject to space availability, the Company plans
to open stores in strip shopping centers to replace mall stores that close. 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 factors
referred to under the caption "Future Results."
<PAGE>   14
         New stores and newly remodeled stores will use The Avenue(R) trade
name.

         In Fiscal 1995, the Company was conducting an experiment with a total
of 55 new stores and remodeled stores that sold both large size merchandise and
smaller "missy" sizes in separate departments. The Company discontinued "missy"
assortments in those stores and sells large sizes there exclusively. (No
writeoff was taken in connection with the discontinuance of the "missy"
assortments.) The conversion was completed in the second quarter of Fiscal 1996.

SEASONALITY

         The Company's business is seasonal, with the first half of each fiscal
year usually providing a greater portion of the Company's annual net sales and
operating income.

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
due to possible (i) miscalculation of fashion trends by the Company's newly
unified team of merchants, (ii) shifting shopping patterns, both within the
specialty store sector and in other channels of distribution, (iii) consumer
pressure to reduce prices, (iv) extreme or unseasonable weather conditions, (v)
economic downturns, weakness in overall consumer demand and variations in the
demand for women's fashion apparel, (vi) imposition by vendors, or their
third-party factors, of more onerous payment terms for domestic merchandise
purchases, (vii) acceleration in the rate of business failures and inventory
liquidations in the specialty store sector, (viii) increase in the rate of bad
debt expense among the Company's proprietary credit card holders, (ix)
disruption attendant to the sourcing of merchandise abroad, including (a)
China's assumption of control of Hong Kong in 1997, (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, and (x) adverse reaction
to the replacement of the Company's older proprietary brands with its new Avenue
brand.
<PAGE>   15
                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS  AND REPORTS ON FORM 8-K.

         The following exhibits are filed herewith:

         Number                     Description

         10.1*                      Restated Supplemental Retirement Savings
                                    Plan
         27                         Financial Data Schedule

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 United
                                    Retail Group, Inc. (the "Corporation"), its
                                    subsidiaries and The Chase Manhattan Bank
                                    ("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")

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.*
<PAGE>   16
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

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
<PAGE>   17
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 the Corporation
         4.1                        Specimen Certificate for Common Stock of the
                                    Corporation
         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
<PAGE>   19
         10.30*                     Performance Option Agreement, dated July 17,
                                    1989, between Lernmark, Inc. (now known as
                                    United Retail Group, Inc.) and Raphael
                                    Benaroya and First Amendment thereto, dated
                                    November 1, 1991
         10.31*                     Performance Option Agreement, dated July 17,
                                    1989, between Lernmark, Inc. 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 August 31,
                                    1989, between the Corporation and ALGLP
         10.40                      Credit Agreement, dated February 24, 1992,
                                    among the Corporation, its subsidiaries and
                                    Chase
         10.41                      Letter of Credit Agreement, dated February
                                    24, 1992, among the Corporation, its
                                    subsidiaries and Chase

-------------------------
         *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 November 2, 1996.
<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:  December 6, 1996
<PAGE>   21
                                  EXHIBIT INDEX

          The following exhibits are filed herewith:

         Number                     Description

         10.1*                      Restated Supplemental Retirement Savings
                                    Plan
         27                         Financial Data Schedule

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 United
                                    Retail Group, Inc. (the "Corporation"), its
                                    subsidiaries and The Chase Manhattan Bank
                                    ("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")

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.*
<PAGE>   22
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

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
<PAGE>   23





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 the Corporation
         4.1                        Specimen Certificate for Common Stock of the
                                    Corporation
         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
<PAGE>   25
         10.30*                     Performance Option Agreement, dated July 17,
                                    1989, between Lernmark, Inc. (now known as
                                    United Retail Group, Inc.) and Raphael
                                    Benaroya and First Amendment thereto, dated
                                    November 1, 1991
         10.31*                     Performance Option Agreement, dated July 17,
                                    1989, between Lernmark, Inc. 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 August 31,
                                    1989, between the Corporation and ALGLP
         10.40                      Credit Agreement, dated February 24, 1992,
                                    among the Corporation, its subsidiaries and
                                    Chase
         10.41                      Letter of Credit Agreement, dated February
                                    24, 1992, among the Corporation, its
                                    subsidiaries and Chase

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