# 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 1, 2003

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 November 1, 2003, 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.

---

PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

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

|                                                                                                           | ASSETS               | November 1,2003(Unaudited) | February 1,2003 | November 2,2002(Unaudited)
|---------------------------------------------------------------------------------------------------------- | -------------------- | -------------------------- | --------------- | --------------------------
|Current Assets:                                                                                            |                      |                            |                 |                           
|Cash and cash equivalents                                                                                  |                      | $16,557                    | $17,540         | $17,584                   
|Accounts receivable                                                                                        |                      | 2,891                      | 2,994           | 3,677                     
|Inventory                                                                                                  |                      | 61,847                     | 61,569          | 70,080                    
|Prepaid rents                                                                                              |                      | 4,953                      | 4,972           | 5,002                     
|Other prepaid expenses                                                                                     |                      | 2,575                      | 2,290           | 3,227                     
|Total current assets                                                                                       |                      | 88,823                     | 89,365          | 99,570                    
|                                                                                                           |                      |                            |                 |                           
|Property and equipment, net                                                                                |                      | 79,682                     | 87,720          | 89,270                    
|Deferred charges and other intangible assets,   net of accumulated amortization of $373, $325   and $2,809 |                      | 510                        | 557             | 6,184                     
|Deferred income taxes                                                                                      |                      | -                          | -               | 2,106                     
|Other assets                                                                                               |                      | 1,368                      | 1,667           | 1,808                     
|Total Assets                                                                                               |                      | $170,383                   | $179,309        | $198,938                  
|                                                                                                           |                      |                            |                
|                                                                                                           | LIABILITIES          |                            |                 |                           
|Current liabilities:                                                                                       |                      |                            |                 |                           
|Short-term distribution center financing                                                                   |                      | $622                       | $1,220          | $1,439                    
|Short-term capital leases                                                                                  |                      | 2,067                      | 1,963           | 1,742                     
|Accounts payable and other                                                                                 |                      | 34,081                     | 26,596          | 30,239                    
|Disbursement accounts                                                                                      |                      | 10,391                     | 11,922          | 11,689                    
|Accrued expenses                                                                                           |                      | 23,704                     | 22,023          | 21,048                    
|Deferred income taxes                                                                                      |                      | -                          | -               | 743                       
|Total current liabilities                                                                                  |                      | 70,865                     | 63,724          | 66,900                    
|                                                                                                           |                      |                            |                 |                           
|Long-term distribution center financing                                                                    |                      | 3,490                      | 3,961           | 4,112                     
|Long-term capital leases                                                                                   |                      | 4,172                      | 5,764           | 6,123                     
|Other long-term liabilities                                                                                |                      | 7,804                      | 6,865           | 6,803                     
|Total liabilities                                                                                          |                      | 86,331                     | 80,314          | 83,938                    
|                                                                                                           | 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; none issued                                                           |                      |                            |                 |                           
|Common stock, $.001 par value; authorized                                                                  |                      |                            |                
|30,000,000 shares; issued 14,248,200 shares;                                                               |                      |                            |                 |                           
|outstanding 12,937,304 shares                                                                              |                      | 14                         | 14              | 14                        
|Additional paid-in capital                                                                                 |                      | 83,696                     | 83,601          | 83,524                    
|Retained earnings                                                                                          |                      | 8,018                      | 23,056          | 39,138                    
|Treasury stock (1,310,896 shares) at cost                                                                  |                      | (7,676)                    | (7,676)         | (7,676)                   
|Total stockholders' equity                                                                                 |                      | 84,052                     | 98,995          | 115,000                   
|Total liabilities and stockholders' equity                                                                 |                      | $170,383                   | $179,309        | $198,938                  

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 | Thirty-Nine Weeks Ended |            |           
|------------------------------------- | -------------------- | ----------------------- | ---------- | ----------
|
|Net sales                             | $88,535              | $97,019                 | $294,855   | $326,267  
|                                      |                      |                         |            |           
|Cost of goods sold, including         |                      |                         |            |           
|buying and occupancy costs            | 70,732               | 79,693                  | 233,212    | 257,091   
|                                      |                      |                         |            |           
|Gross profit                          | 17,803               | 17,326                  | 61,643     | 69,176    
|                                      |                      |                         |            |           
|General, administrative and           |                      |                         |            |           
|store operating expenses              | 23,642               | 25,013                  | 75,638     | 79,168    
|                                      |                      |                         |            |           
|Operating loss                        | (5,839)              | (7,687)                 | (13,995)   | (9,992)   
|                                      |                      |                         |            |           
|Interest expense, net                 | 250                  | 211                     | 714        | 599       
|                                      |                      |                         |            |           
|Loss before income taxes              | (6,089)              | (7,898)                 | (14,709)   | (10,591)  
|                                      |                      |                         |            |           
|Benefit from income taxes             | (2,570)              | (2,666)                 | (6,378)    | (3,596)   
|Provision for the valuation allowance |                      |                         |            |           
|for the net deferred tax assets       | 2,728                | -                       | 6,707      | -         
|                                      |                      |                         |            |           
|Net loss                              | ($6,247)             | ($5,232)                | ($15,038)  | ($6,995)  
|                                      |                      |                         |            |           
|Net loss per share                    |                      |                         |            |           
|Basic                                 | ($0.48)              | ($0.40)                 | ($1.16)    | ($0.53)   
|Diluted                               | ($0.48)              | ($0.40)                 | ($1.16)    | ($0.53)   
|                                      |                      |                         |            |           
|Weighted average number of            |                      |                         |            |           
|shares outstanding                    |                      |                         |            |           
|Basic                                 | 12,937,304           | 12,937,304              | 12,937,304 | 13,082,989
|Common stock equivalents              |                      |                         |            |           
|(stock options)                       | -                    | -                       | -          | -         
|Diluted                               | 12,937,304           | 12,937,304              | 12,937,304 | 13,082,989

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

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

|                                                        | Thirty-Nine Weeks Ended |         
|------------------------------------------------------- | ----------------------- | --------
|
|Cash Flows From Operating Activities:                   |                         |         
|Net loss                                                | ($15,038)               | ($6,995)
|Adjustments to reconcile net loss to net cash           |                         |         
|provided from operating activities:                     |                         |         
|Depreciation and amortization of property and equipment | 9,456                   | 9,194   
|Amortization of deferred charges and other              |                         |         
|intangible assets                                       | 384                     | 448     
|Loss on disposal of assets                              | 393                     | 356     
|Deferred compensation                                   | 95                      | 234     
|Provision for deferred income taxes                     | -                       | (602)   
|Deferred lease assumption revenue amortization          | (25)                    | (108)   
|Changes in operating assets and liabilities:            |                         |         
|Accounts receivable                                     | 103                     | (2,222) 
|Income taxes                                            | 1,347                   | (1,153) 
|Inventory                                               | (278)                   | (8,287) 
|Accounts payable and accrued expenses                   | 6,177                   | 10,774  
|Prepaid expenses                                        | (266)                   | (805)   
|Other assets and liabilities                            | 901                     | 923     
|Net Cash Provided from Operating Activities             | 3,249                   | 1,757   
|                                                        |                         |         
|Investing Activities:                                   |                         |         
|Capital expenditures                                    | (1,811)                 | (10,108)
|Deferred payment for property and equipment             | 136                     | 534     
|                                                        |                         |         
|Net Cash Used in Investing Activities                   | (1,675)                 | (9,574) 
|                                                        |                         |         
|Financing Activities                                    |                         |         
|Repayments of long-term debt                            | (1,069)                 | (1,065) 
|Payments on capital lease obligations                   | (1,488)                 | (1,303) 
|Issuance of short-term debt                             | 290                     | -       
|Repayments of short-term debt                           | (290)                   | -       
|Issuance of loans to officers                           | -                       | (52)    
|Proceeds from exercise of stock options                 | -                       | 49      
|Other                                                   | -                       | (40)    
|                                                        |                         |         
|Net Cash Used in Financing Activities                   | (2,557)                 | (2,411) 
|                                                        |                         |         
|Net decrease in cash and cash equivalents               | (983)                   | (10,228)
|Cash and cash equivalents, beginning of period          | 17,540                  | 27,812  
|Cash and cash equivalents, end of period                | $16,557                 | $17,584 

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 and thirty-nine weeks ended
November 1, 2003 and November 2, 2002 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 2002 Annual Report and 2002 Form
10-K, as amended. 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 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 and thirty-nine weeks ended November 1, 2003 and November 2, 2002, 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 | Thirty-Nine Weeks Ended |              |             
|-------------------------------- | -------------------- | ----------------------- | ------------ | ------------
|
|Options                          | 1,707,872            | 1,671,172               | 1,773,872    | 916,872     
|Range of option prices per share | $3.25-$15.13         | $5.13-$15.13            | $3.03-$15.13 | $7.19-$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 of SFAS No. 123, to stock-based employee
compensation:

|                                   | Thirteen Weeks Ended | Thirty-Nine Weeks Ended |           |         
|---------------------------------- | -------------------- | ----------------------- | --------- | --------
|
|Reported net loss                  | ($6,247)             | ($5,232)                | ($15,038) | ($6,995)
|Add back: Compensation expense     | -                    | 77                      | 95        | 233     
|Deduct: Total stock-based          |                      |                         |           |         
|employee compensation              |                      |                         |           |         
|expense determined under fair      |                      |                         |           |         
|value based method for all         |                      |                         |           |         
|awards, net of related tax effects | (61)                 | (246)                   | (229)     | (717)   
|                                   |                      |                         |           |         
|Pro forma net loss                 | ($6,308)             | ($5,401)                | ($15,172) | ($7,479)
|                                   |                      |                         |           |         
|Loss per share:                    |                      |                         |           |         
|Basic - as reported                | ($0.48)              | ($0.40)                 | ($1.16)   | ($0.53) 
|Basic - pro forma                  | ($0.49)              | ($0.42)                 | ($1.17)   | ($0.57) 
|                                   |                      |                         |          
|Diluted - as reported              | ($0.48)              | ($0.40)                 | ($1.16)   | ($0.53) 
|Diluted - pro forma                | ($0.49)              | ($0.42)                 | ($1.17)   | ($0.57) 

# 3. Financing Arrangements

In
1993, the Company executed a ten-year $7.0 million note bearing interest at 7.3%. Interest
and principal are payable in equal monthly installments beginning November 1993. The note
was paid in full as of October 2003.

In
1994, the Company executed a fifteen-year $8.0 million loan bearing interest at 8.64%. 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 provides a revolving line of credit for a term ending August 15, 2005 in the
aggregate amount of $40 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 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.

In
the event a loan is made to one of the Companies, interest is payable monthly based on a
360-day year at the prime rate or at two percent plus the LIBOR rate on a per annum basis,
at the borrowers option.

The
line of credit is secured by a security interest in inventory and proceeds and by the
balance on deposit from time to time in a bank account that has been pledged to the
lenders.

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.

At
November 1, 2003, the combined borrowing capacity of the Companies, after satisfying the
$5 million minimum availability requirement, was $11.7 million, no balance was in the
pledged account, the aggregate outstanding amount of letters of credit, including $5.5
million of standby letters of credit, arranged by CIT was $28.3 million and no loan had
been drawn down. The Companys cash on hand was 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.

Between 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% to 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

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

|                   | Thirteen Weeks Ended | Thirty-Nine Weeks Ended |      |         
|------------------ | -------------------- | ----------------------- | ---- | --------
|
|Currently payable: |                      |                         |      |         
|Federal            | $ -                  | ($3,087)                | $ -  | ($3,243)
|State              | 158                  | 83                      | 329  | 249     
|                   | 158                  | (3,004)                 | 329  | (2,994) 
|                   |                      |                         |      |         
|Deferred:          |                      |                         |      |         
|Federal            | -                    | 279                     | -    | (495)   
|State              | -                    | 59                      | -    | (107)   
|                   | -                    | 338                     | -    | (602)   
|                   | $158                 | ($2,666)                | $329 | ($3,596)

Reconciliation of the provision for
(benefit from) 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              | ($2,131)             | (35.0%) | ($2,764) | (35.0%)
|State income taxes, net of       |                      |         |          |        
|Federal benefit                  | 54                   | 0.9%    | 92       | 1.1%   
|Benefit from state net operating |                      |         |          |        
|losses ("NOL's)                  | (500)                | (8.2%)  | -        | -      
|Other                            | 7                    | 0.1%    | 6        | 0.1%   
|Sub-total                        | ($2,570)             | (42.2%) | ($2,666) | (33.8%)
|                                 |                      |         |          |        
|Deferred tax valuation allowance | 2,728                | 44.8%   | -        | -      
|                                 |                      |         |          |        
|                                 | $158                 | 2.6%    | ($2,666) | (33.8%)

| |  | 
| |  | 
| |  | 

|                                 | Thirty-Nine Weeks Ended |         |          |        
|-------------------------------- | ----------------------- | ------- | -------- | -------
|
|Tax at Federal rate              | ($5,148)                | (35.0%) | ($3,707) | (35.0%)
|State income taxes, net of       |                         |         |          |        
|federal benefit                  | (51)                    | (0.3%)  | 92       | 0.8%   
|Benefit from state operating     |                         |         |          |        
|losses ("NOL's)                  | (1,200)                 | (8.2%)  | -        | -      
|Other                            | 21                      | 0.1%    | 19       | 0.2%   
|Sub-total                        | ($6,378)                | (43.4%) | ($3,596) | (34.0%)
|                                 |                         |         |          |        
|Deferred tax valuation allowance | 6,707                   | 45.6%   | -        | -      
|                                 |                         |         |          |        
|                                 | $329                    | 2.2%    | ($3,596) | (34.0%)

Significant components of the Company's net deferred tax assets as of November 1, 2003 are summarized below (dollars in thousands):

|                                                          |         
|--------------------------------------------------------- | --------
|Net current asset:                                        |         
|Inventory                                                 | $746    
|Accruals and reserves                                     | 564     
|Prepaid rent                                              | (691)   
|Sub-total                                                 | $619    
|                                                          |         
|Net long-term asset:                                      |         
|Federal NOL                                               | $7,333  
|State NOL's                                               | 4,174   
|Accruals and reserves                                     | 3,517   
|Compensation                                              | 601     
|Depreciation                                              | (2,287) 
|Sub-total                                                 | $13,338 
|                                                          |         
|Total net deferred tax asset   before valuation allowance | 13,957  
|                                                          |         
|Valuation allowance                                       | (13,957)
|                                                          |         
|Net deferred tax asset                                    | $  -    

The
Company recorded a $7.3 million 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 primary
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, 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 in the first, second and third quarters
of fiscal 2003 of $2.1 million, $1.9 million and $2.7 million, respectively. Accordingly,
the valuation allowance as of November 1, 2003 is $14.0 million. 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. Advances To Officers

Advances were made by the Company in February 1998, February 1999 and November 1999
to Raphael Benaroya, the Companys Chairman of the Board, President and Chief
Executive Officer. The purpose of the advances was to finance payment of income taxes
incurred in connection with the exercise of stock options, totaling approximately $2.3
million. On November 30, 2001, Mr. Benaroya signed a consolidated promissory note in the
amount of approximately $2.8 million, representing the cumulative advances and accrued
interest as of that date, with a term of two years. Mr. Benaroya repaid the note with
accrued interest as of July 1, 2002 by surrendering 278,529 shares of Company common
stock. The surrendered shares had a value equivalent to the consolidated note based on the
closing price on the NASDAQ Stock Market on the preceding trading day. The Compensation
Committee of the Board of Directors, which administers the stock option program, met on
the morning of July 1, 2002 and approved the transaction.

# 6. Stock Appreciation
Rights Plan

In
May 2000, May 2001, May 2002 and May 2003, each non-management Director received an annual
award (a SAR 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. 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 net of any personal income tax withholding on the gain arising from the exercise.

# 7. Supplemental Cash
Flow Information

Non-cash
investing activities include $1.4 million related to capital lease obligations incurred
between January 2002 and January 2003.

Non-cash
financing activities include the repayment of officer advances with accrued interest as of
July 1, 2002 with the repayment made by surrendering 278,529 shares of Company common
stock with a market value equal to the principal and interest, in lieu of cash payment.

# 8. 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 styled Erik Stanford vs.
United Retail Incorporated was served on the Company by a former manager in California.
The suit is purportedly a class action on behalf of certain current and former associates
in California in the past four years.

The
plaintiff asserts state wage and hour claims.

Based
on a preliminary factual review, management believes there are meritorious procedural
defenses available that the plaintiff does not adequately represent the classes identified
in the lawsuit. The Company intends to vigorously oppose class certification.
Nevertheless, successful procedural defenses might not be dispositive of all the claims if
a more adequate class representative replaced Mr. Stanford in the case.

The
Company also intends to defend the case vigorously on the merits.

Although
counsel is unable at this early stage to predict the ultimate outcome of the case and the
amount of any potential liability with any accuracy, management does not believe that the
case will have a material impact on the Companys financial condition or results of
operations.

---

# ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

# Third Quarter Of Fiscal
2003 Versus Third Quarter Of Fiscal 2002

Net sales for the third quarter of
fiscal 2003 decreased 8.7% from the third quarter of fiscal 2002, to $88.5 million from
$97.0 million from a decrease in units sold. Comparable store sales for the third quarter
of fiscal 2003 decreased 7.1%. (Comparable store sales are at stores that were open at
least 12 months; this measure of sales performance is commonly used by specialty retail
industry analysts.) Average stores open decreased from 555 to 545. See,
Stores. Internet and catalog (Shop @ Home) sales declined to $1.0
million in the third quarter of fiscal 2003 from $1.9 million in the third quarter of
fiscal 2002, primarily from the suspension of catalog mailings. See, Suspension of
Catalog Operations.

Gross profit increased to $17.8
million in the third quarter of fiscal 2003 from $17.3 million in the third quarter of
fiscal 2002, increasing as a percentage of net sales to 20.1% from 17.9%. Gross profit as
a percentage of net sales increased principally because of higher merchandise margins.
Gross profit levels in the future will be subject to the uncertainties and other risk
factors referred to under the caption Future Results.

General, administrative and store
operating expenses decreased to $23.6 million in the third quarter of fiscal 2003 from
$25.0 million in the third quarter of fiscal 2002. As a percentage of net sales, general,
administrative and store operating expenses increased to 26.7% from 25.8% principally
because of a higher store payroll percentage resulting from lower net sales.

The Company incurred operating losses
of $5.8 million in the third quarter of fiscal 2003 and $7.7 million in the third quarter
of the previous year.

Net interest expense was $0.3 million
in the third quarter of fiscal 2003 compared with $0.2 million in the third quarter of
fiscal 2002, principally as a result of lower interest rates on cash balances.

The Company had a provision for
income taxes of $0.2 million in the third quarter of fiscal 2003 and a benefit from income
taxes of $2.7 million in the third quarter of fiscal 2002.

In the fourth quarter of fiscal 2002,
the Company established a valuation allowance for all its net deferred tax assets, including its net
operating loss carryforwards. In the third quarter of fiscal
2003, the tax valuation allowance was increased by $2.7 million.

The Company incurred net losses of
$6.2 million in the third quarter of fiscal 2003 and $5.2 million in the third quarter of
fiscal 2002.

See, Critical Accounting
Policies for a discussion of estimates made by management in preparing financial
statements in accordance with generally accepted accounting principles.

# First 39 Weeks Of Fiscal
2003 Versus First 39 Weeks Of Fiscal 2002

Net sales for the first 39 weeks of
fiscal 2003 decreased 9.6% from the first 39 weeks of fiscal 2002, to $294.9 million from
$326.3 million from a decrease in units sold. Comparable store sales for the first 39
weeks of fiscal 2003 decreased 8.7%. Average stores open decreased from 555 to 547. Shop @
Home sales declined to $3.7 million in the first 39 weeks of fiscal 2003 from $6.1 million
in the first 39 weeks of fiscal 2002, primarily from the suspension of catalog mailings.

Gross profit was $61.6 million in the
first 39 weeks of fiscal 2003 compared with $69.2 million in the first 39 weeks of fiscal
2002, decreasing as a percentage of net sales to 20.9% from 21.2%. Gross profit as a
percentage of net sales decreased principally because occupancy costs were negatively
leveraged by the decline of net sales.

General, administrative and store
operating expenses decreased to $75.6 million in the first 39 weeks of fiscal 2003 from
$79.2 million in the first 39 weeks of fiscal 2002. As a percentage of net sales, however,
general, administrative and store operating expenses increased to 25.7% from 24.3%
principally because of a higher store payroll percentage resulting from lower net sales.

The Company incurred operating losses
of $14.0 million in the first 39 weeks of fiscal 2003 and $10.0 million in the first 39
weeks of the previous year.

Net interest expense was $0.7 million
in the first 39 weeks of fiscal 2003 and $0.6 million in the first 39 weeks of fiscal
2002, principally as a result of lower interest rates on cash balances.

The Company had a provision for
income taxes of $0.3 million in the first 39 weeks of fiscal 2003 and a benefit from
income taxes of $3.6 million in the first 39 weeks of fiscal 2002.

In the fourth quarter of fiscal 2002,
the Company established a valuation allowance for all its net deferred tax assets. In the first 39 weeks of fiscal 2003, the tax valuation allowance was
increased by $6.7 million.

The Company incurred net losses of
$15.0 million in the first 39 weeks of fiscal 2003 and $7.0 million in the first 39 weeks
of fiscal 2002.

# November Sales

Net sales for the month of November
2003 decreased 7% from November 2002 to $30.9 million from $33.2 million. Comparable store
sales for the month decreased 4.3%.

# Liquidity and Capital
Resources

Cash Flow

Net cash provided from operating
activities increased to $3.2 million in the first 39 weeks of fiscal 2003 from $1.8
million in the first 39 weeks of fiscal 2002. The increase resulted principally from a
smaller increase in inventory ($0.3 million in the first 39 weeks of fiscal 2003 versus
$8.3 million in the first 39 weeks of fiscal 2002), an income tax refund (a $1.4 million
refund in the first 39 weeks of fiscal 2003 versus a $1.2 million reduction in the tax
liability in the first 39 weeks of fiscal 2002) and a decrease in accounts receivable (a
$0.1 million decrease in the first 39 weeks of fiscal 2003 versus a $2.2 million increase
in the first 39 weeks of fiscal 2002) partially offset by a larger net loss ($15.0 million
in the first 39 weeks of fiscal 2003 versus $7.0 million in the first 39 weeks of fiscal
2002) and a smaller increase in accounts payable and accrued expenses (a $6.2 million
increase in the first 39 weeks of fiscal 2003 versus a $10.8 million increase in the first
39 weeks of fiscal 2002).

Capital expenditures were $1.8
million in the first 39 weeks of fiscal 2003 and $10.1 million in the first 39 weeks of
fiscal 2002, principally because the Company opened only four new stores in the first 39
weeks of fiscal 2003 compared with the 18 stores that were opened during the comparable
period in fiscal 2002 (see, Stores).

Capital Expenditure Budget

Capital expenditures are projected to
be approximately $3.0 million for fiscal 2003, of which $1.8 million was incurred in the
first 39 weeks, and approximately $4.5 million for fiscal 2004. The largest category of
capital expenditures has been new store construction. See, Stores. This
paragraph constitutes forward-looking information under the Private Securities Litigation
Reform Act of 1995 (the Reform Act) and is subject to the uncertainties and
other risk factors referred to under the Caption Future Results.

Balance Sheet Sources of
Liquidity

The Companys cash and cash
equivalents were $16.6 million at November 1, 2003 compared with $17.6 million at November
2, 2002. Cash and cash equivalents were $17.5 million at February 1, 2003.

During the first 39 weeks of fiscal
2003, a decrease in inventories was planned. Inventories were stated at $61.8 million at
November 1, 2003 compared with $70.1 million at November 2, 2002, principally as a result
of fewer units. At February 1, 2003, inventories were stated at $61.6 million. (See,
Critical Accounting Policies  Inventory for a discussion of estimates
made by management in stating inventories in financial statements prepared in accordance
with generally accepted accounting principles.)

Property and equipment decreased to
$79.7 million at November 1, 2003 from $89.3 million at November 2, 2002 and $87.7 million
at February 1, 2003, principally from depreciation.

Other Liquidity Sources

Import purchases by the Company are
made in U.S. dollars, are generally financed by trade letters of credit and constituted
approximately 54% of total purchases in fiscal 2002.

United Retail Group, Inc. and certain
of its subsidiaries (collectively, the Companies) are parties to a Financing
Agreement, dated August 15, 1997, as amended (the Financing Agreement), with
The CIT Group/Business Credit, Inc. (CIT). The Financing Agreement provides a
revolving line of credit for a term ending August 15, 2005 in the aggregate amount of $40
million for the Companies, subject to availability of credit as described in the following
paragraphs. 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. As of
November 1, 2003, trade letters of credit for the account of the Companies and supported
by CIT were outstanding in the amount of $22.8 million and standby letters of credit were
outstanding in the amount of $5.5 million, principally in connection with insurance
policies issued to the Company.

Subject to the following paragraph,
the availability of credit (within the aggregate $40 million line of credit) to any of the
Companies at any time is the excess of its borrowing base over the sum of (x) the
aggregate outstanding amount of its letters of credit and its revolving loans, if any, and
(y) at CITs option, the sum of (i) unpaid sales taxes, and (ii) up to $500,000 in
total liabilities of the Companies under permitted encumbrances (as defined in the
Financing Agreement). The borrowing base, as to any of the Companies, is the sum of (x) a
percentage of the book value of its eligible inventory (both on hand and unfilled purchase
orders financed with letters of credit), ranging from 60% to 65% depending on the month,
and (y) the balance from time to time in an account in its name that has been pledged to
the lenders (a Pledged Account).

The provisions of the preceding
paragraph to the contrary notwithstanding, the Companies are required to maintain unused
at all times combined 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 financial covenants. (At November 1, 2003, the combined
borrowing capacity of the Companies, after satisfying the $5 million minimum availability
requirement, was $11.7 million; the Pledged Account had a zero balance; the
Companies cash on hand was unrestricted; and no loan was outstanding.)

The line of credit is secured by a
security interest in inventory and proceeds and by the balance from time to time in the
Pledged Account.

The Financing Agreement 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 first half of fiscal 2003, the
Company drew on the revolving loan facility under the Financing Agreement to meet its peak
working capital requirements. Interest is payable monthly based on a 360-day year at the
prime rate or at two percent plus the LIBOR rate on a per annum basis, at the
borrowers option.

The Companys obligation to pay
customs duties on merchandise imports was collateralized by an unsecured surety bond for
$1.5 million during the first 39 weeks of fiscal 2002. The tightening market for surety
bonds has made it necessary for the Company to support the surety bond with a standby
letter of credit under the Financing Agreement in the amount of $0.5 million.

Short-term trade credit represents a
significant source of financing for domestic merchandise purchases. Trade credit arises
from the willingness of the Companys domestic vendors to grant extended payment
terms for inventory purchases and is generally financed either by the vendor or a
third-party factor. The availability of trade credit depends on the Companys
liquidity in general and the amount of its cash and cash equivalents and borrowing
capacity under the Financing Agreement in particular.

As of July 1, 2002, an outstanding
loan to a Company officer in the principal amount of approximately $2.8 million plus
accrued interest was paid by the surrender of 278,529 shares of Company stock that the
officer owned. The repurchased shares became treasury stock. The repurchased shares had a
value equivalent to the loan based on the closing price on the NASDAQ Stock Market on the
preceding trading day. (The exchange was approved in advance by the Compensation Committee
of the Board of Directors on the morning of July 1, 2002.)

# Principal Contractual
Obligations and Certain Other Commercial Commitments

The principal contractual obligations
of the Company and certain other commercial commitments at November 1, 2003 (see, also
Critical Accounting Policies  Incurred But Not Reported Claims For Personal
Injuries and Medical Benefits) are summarized in the following charts:

|                             | Payments Due by Period (000's omitted) |        |        |       
|---------------------------- | -------------------------------------- | ------ | ------ | ------
|
|Fixture Sale and Lease Back  | $5,518                                 | $1,589 | $3,606 | $323  
|Distribution Center Mortgage | 4,112                                  | 622    | 1,417  | 1,684 
|Call Center Capital Lease    | 721                                    | 478    | 243    | 0     
|Total                        | $10,351                                | $2,689 | $5,266 | $2,007

| |  |  |  |  | 
| |  |  |  |  | 
| |  |  |  |  | 

|                          | Amount of Commitment Per Period (000's omitted) |         |         |        
|------------------------- | ----------------------------------------------- | ------- | ------- | -------
|
|Trade Letters of Credit*  | $22,790                                         | $22,790 | $0      | $0     
|Standby Letters of Credit | 5,545                                           | 5,545   | 0       | 0      
|Operating Leases          | 280,393                                         | 43,563  | 75,118  | 58,183 
|Total                     | $308,728                                        | $71,898 | $75,118 | $58,183

---

*Trade letters of credit support
certain Company obligations under purchase orders for merchandise imports for which
payment is not yet due. (Other purchase orders are not supported by trade letters of
credit.)

# Total Cash Requirements

During the first 39 weeks of fiscal
2003, the Company funded net cash used in investing activities, repayments of long term
debt and payments on capital lease obligations from net cash provided from operating
activities and a reduction in cash and cash equivalents. The Company believes that its
cash on hand and the availability of short-term trade credit and of credit under the
Financing Agreement on a revolving basis will be adequate for the next 12 months to meet
its cash requirements, including (i) anticipated working capital needs, including seasonal
inventory financing, (ii) investing activities, including construction costs for the
stores that it plans to open (see, Stores) and (iii) financing activities,
including payments due on its principal contractual obligations. The preceding sentence
constitutes forward-looking information under the Reform Act and is subject to the
uncertainties and other risk factors referred to under the caption Future
Results.

# Critical Accounting
Policies

Introduction

Financial statements prepared by
companies in accordance with generally accepted accounting principles are affected by the
policies followed by their managements in preparing them. Some accounting policies require
difficult, subjective or complex judgments by corporate management, often as a result of
the need to make estimates about the effect of matters that are inherently uncertain.
Among the most important accounting policies of the Company that involve such management
judgments are (i) the use of the retail method of accounting for inventory, (ii) the use
of estimates of incurred but not reported claims for uninsured damages for personal
injuries, for self-insured workers compensation benefits and for benefits under the
Companys self-insured medical, dental and prescription plans for its associates, as
well as future development costs of reported claims (collectively, IBNR
Claims) and (iii) determining whether to have a valuation allowance for the
Companys net deferred tax assets and NOLs.

Inventory

The margins at which the
Companys inventories can be sold are central to its business. In accordance with
generally accepted accounting principles, inventories are stated at the lower of cost or
market. At November 1, 2003, inventories were stated at $61.8 million. The Company
utilizes the retail method, under which a cost-to-price relationship is developed on the
basis of original cost as compared to initial retail selling price. The valuation of
inventories at cost and the resulting margins are calculated by applying this
cost-to-price relationship to the retail value of inventories. Consequently, the use of
the retail inventory method results in valuing inventories at lower of cost or market.

Inherent in the retail inventory
method are management estimates on current and future selling value of the inventory which
can significantly impact the ending inventory valuation at cost, as well as resulting
margins. The necessity for management estimates, coupled with the fact that the retail
inventory method is an averaging process, can produce inventory valuations at any point in
time that are inexact.

Permanent markdowns, when taken,
reduce both the price and cost components of inventory on hand, which maintains the
established cost-to-price relationship. Deferred markdowns can result in an overstatement
of inventories under the lower of cost or market principle. Accordingly, at the end of
each fiscal quarter, management conducts a thorough review of inventory on hand and, based
on its business judgment, may reduce further the carrying value of inventories by
recording a markdown reserve for inventory categories with sales performance below
expectations and/or unsold quantities in excess of expectations.

Recording a reserve reduces the
inventory recorded on the Companys balance sheet and is charged to the
Companys cost of sales. If inventories, net of reserves, were overestimated at the
end of a quarter, assets and income for that quarter would be overstated and margins for
the beginning of the next quarter would come in lower. (The opposite would be true if
inventories were underestimated.)

Consistency in inventory valuation
practices is one of the Companys important accounting objectives.

The Companys management
believes that the inventory shown on the balance sheets at November 1, 2003 and November
2, 2002 included in the financial statements contained in this Quarterly Report (this
Report) were properly stated in all material respects, subject to (i) changes
in consumer spending patterns, consumer preferences and overall economic conditions, (ii)
changes in weather patterns, (iii) the seasonality of the retail industry, (iv) risks
related to consumer acceptance of the Companys products, and (v) war risks.

Incurred But Not Reported
Claims For Personal Injuries and Medical Benefits

In accordance with generally accepted
accounting principles, the Company records a liability for IBNR Claims. This liability is
based on (i) the number and size of outstanding claims, (ii) a comparison between the
dates paid claims were incurred and the dates they were paid, (iii) an analysis of the
amounts previously paid, (iv) projections of inflation in medical costs and (v) advice
from time to time from its insurance broker. (The Company has insurance policies with
coverage for personal injury claims but it remains liable for a self-insured retention,
which is collateralized by standby letters of credit under the Financing Agreement. The
Company is self-insured for most workers compensation benefits and for its medical,
dental and prescription plans for associates but it has stop loss insurance policies to
limit its liability.)

If the outcome of claims made with
respect to a fiscal quarter were to exceed the recorded IBNR liability for that quarter,
the liabilities on the balance sheet would have been understated and income would have
been overstated for the quarter in question. (The opposite would be true if the subsequent
outcome were less than the recorded IBNR liability.)

A consistent approach to estimating
liability for IBNR Claims reflected in the Companys balance sheet is one of the
Companys important accounting objectives.

The estimates underlying the
liability for IBNR Claims are matters of judgment on which insurance experts may differ.
The use of different estimates or assumptions would change the amount recorded.

The Companys management
believes that the liability for IBNR Claims reflected in the balance sheets at November 1,
2003 and November 2, 2002 included in the financial statements contained in this Report
were fairly stated in all material respects, subject to the uncertainties of litigation
and the risk of greater than anticipated inflation in medical costs.

Tax Valuation Allowance

In the fourth quarter of fiscal 2002,
the Company recorded a $7.3 million charge to establish a valuation allowance for its net
deferred tax assets. The tax valuation allowance was calculated in
accordance with the provisions of SFAS No. 109, Accounting for Income Taxes
(SFAS No. 109), which places primary importance on the Companys
cumulative operating results in the most recent three-year period when assessing the need
for a tax valuation allowance. The Companys cumulative loss in the three-year
period, including the net loss reported in the fourth quarter of fiscal 2002, was
sufficient to require a full tax valuation allowance under the provisions of SFAS No. 109.
In the first 39 weeks of fiscal 2003 the tax valuation allowance was increased by $6.7
million.

The Company intends to maintain a
valuation allowance for its net deferred tax assets until management
determines that sufficient positive evidence regarding operating results exists to support
reversal of the allowance remaining at that time. A reversal of the tax valuation
allowance would improve the Companys net income/loss. Accordingly, whether to
continue a tax valuation allowance is one of the Companys important accounting
matters.

Private Label Credit
Cards Issued By The Bank

The Company and World Financial
Network National Bank (the Bank) are parties to a Private Label Credit Card
Program Agreement, dated January 27, 1998 (as amended, the Credit Card Program
Agreement).

Under the Credit Card Program
Agreement, the Bank issues credit cards to eligible Company customers who apply to the
Bank. Net credit transaction volume with the Bank increased to $82.7 million in the first
39 weeks of fiscal 2003 from $78.6 million in the first 39 weeks of fiscal 2002. Customers
must meet standards for creditworthiness set by the Bank with the approval of the Company,
provided, however, that the Bank shall take any actions required to prevent unsafe and
unsound banking practices. The credit cards issued by the Bank are co-branded with both
the Companys AVENUE® service mark and the Banks name. The credit cards are
used only for merchandise and services offered by the Company. Credit card holders remit
payments to the Bank, generally by mailing personal checks. The Bank also handles all
statement processing, payment processing, cardholder customer service and collections from
delinquent cardholders.

In accordance with generally accepted
accounting principles, the Company does not include the receivable asset created under the
Credit Card Program Agreement in the Companys accounts receivable on its balance
sheets because the Company has no interest in the customer accounts or receivables and,
depending on the circumstances, might not purchase the accounts from the Bank upon the
expiration of the contractual term. In this connection, it should be noted that the Credit
Card Program Agreement states that (i) the Bank is the sole and exclusive owner of all
customer accounts, (ii) the Company has no interest in the customer accounts and (iii) the
Bank is the creditor in respect of receivables (defined in the Credit Card Program
Agreement as amounts owed with respect to retail purchases, finance charges, deferred
finance charges, other fees and charges for sales tax). Receivables as defined in the
Credit Card Program Agreement at the close of the last billing cycle in the quarter were
$74.1 million at November 1, 2003 and $74.0 million at November 2, 2002.

As to the Companys statements
of operations, general, administrative and store operating expenses were offset in part by
premiums received from the Bank of $3.2 million in the first 39 weeks of fiscal 2003 and
$2.3 million in the first 39 weeks of fiscal 2002. The increase in premiums from the Bank
was primarily due to an increase in customer fees paid to the Bank.

The credit card program premium (or
discount) reflected in general, administrative and store operating expenses is an amount
equal to royalties paid to the Company by the Bank minus costs charged by the Bank based
on the volume of credit card program processing activities performed by the Bank.

Royalties are based on program
revenues minus receivables written off by the Bank and the cost of funds for the program,
which, for up to the first $85 million of receivables, means the one-year Constant
Maturities Treasury (CMT) rate plus 25 basis points to be reset every three
months (the published CMT rate was 1.31% per annum at November 1, 2003), with the CMT rate
not to be more than 6.75% per annum and not to be less than 5.00% per annum for the
purpose of this calculation. (The Banks receivables for the program were less than
$85 million at November 1, 2003, but, if they grew larger than that amount, the cost of
funds for the excess would be based primarily on the cost of borrowing of a trust for the
purpose of securitizing receivables.)

When the Credit Card Program
Agreement expires, currently scheduled for February 28, 2007, the Company shall have the
right to purchase the customer accounts from the Bank for a price equal to the
receivables. Also, the Bank shall have the right to sell the customer accounts to the
Company at that price if the Company decides to commence a private label credit card
program on its own or through another issuer of credit cards. When the Credit Card Program
Agreement is about to expire without being renewed, the Company is likely to submit
requests for proposals to other banks that issue private label credit cards to
retailers customers and to use the banks proposals to evaluate a continuation
of the private label credit card program. There is no assurance, however, that other banks
would make proposals to continue the program on terms satisfactory to the Company or that
the Company could finance a program on its own without bank support.

# Stores

The Company leased 545 stores at
November 1, 2003, of which 415 stores were in strip shopping centers, 105 stores were in
malls, 19 stores were in downtown shopping districts and six stores were in outlet malls.
Retail selling space was approximately 2.4 million square feet both at November 1, 2003
and November 2, 2002.

In the first 39 weeks of fiscal 2003,
the Company closed 12 stores and opened four stores. Management believes that a total of
approximately 25 stores will be closed during the entire fiscal year, principally as a
result of routine lease maintenance. Store closings generally take place at lease
expiration. The Company intends to lease and open one new store during the fourth quarter
of fiscal 2003 and approximately five new stores during fiscal 2004. Start-up costs will
be expensed but are not expected to have a material effect on general, administrative and
store operating expenses. This paragraph includes forward-looking information under the
Reform Act, which is subject to the uncertainties and other risk factors referred to under
the caption Future Results.

Substantially all the construction
cost of new stores has been capitalized. Depreciation and amortization of property and
equipment relate principally to assets in stores and were $9.5 million in the first 39
weeks of fiscal 2003 and $9.2 million in the first 39 weeks of fiscal 2002.

# E-Commerce

The Company has an Internet site
(www.avenue.com) that sells the Companys proprietary brands, AVENUE® apparel and
accessories, AVENUE BODY® lingerie and CLOUDWALKERS® footwear. The Company has an
e-commerce fulfillment operation at its national distribution center in Troy, Ohio.

# Suspension of Catalog
Operations

The Company mailed AVENUE catalogs
from September 2000 to March 2003, when the Company suspended catalog operations
indefinitely.

During the third quarter of fiscal
2003, the Internet operation incurred an operating loss before unallocated corporate
expenses and net interest expense of approximately $0.1 million compared with a loss of
approximately $1.1 million for the catalog and Internet operations during the third
quarter of the previous year. The quarterly loss for catalog and Internet operations was
approximately $2.3 million in the fourth quarter of fiscal 2002.

# Stock Repurchases

The Company did not repurchase shares
of its own stock in the first 39 weeks of fiscal 2003. The Company has no plans to
repurchase shares of its own stock at present except with trust funds under the
Companys Supplemental Retirement Savings Plan to satisfy obligations that may arise
under that plan to invest a portion of participants accounts in Company stock.

# Seasonality

The fourth quarter of the fiscal year
generally had higher sales for the Company than other quarters.

# Corporate Acquisition
Reviews

As a matter of routine, the Company
from time to time conducts due diligence reviews of businesses that are either
for sale as a going concern or are in liquidation. The Company would consider making a bid
on a suitable corporate acquisition at an opportune price if adequate financing at
acceptable rates were available.

Future Results

The Company cautions that any
forward-looking statements (as such term is defined in the Reform Act) contained in this
Report or otherwise made by management of the Company involve risks and uncertainties and
are subject to change based on various important factors, many of which may be beyond the
Companys control. Accordingly, the Companys future performance and financial
results may differ materially from those expressed or implied in any such forward-looking
statements. The following factors, among others, could affect the Companys actual
results and could cause actual results to differ materially from those expressed or
implied in any forward-looking statements included in this Report or otherwise made by
management: war risk; changes in consumer spending patterns, consumer preferences and
overall economic conditions; the impact of competition and pricing; changes in weather
patterns; the seasonality of the retail industry; risks related to consumer acceptance of
the Companys products and the ability to develop new merchandise; risks associated
with the financial performance of the World Financial Network National Bank private label
credit card program; increases in interest rates; the ability to retain, hire and train
key personnel; risks associated with the ability of the Companys manufacturers to
deliver products in a timely manner; and political instability and other risks associated
with foreign sources of production.

# ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not hold or issue
financial instruments for trading purposes. Management of the Company believes that its
exposure to interest rate and market risk associated with financial instruments is not
material. See, however, (i) the seventh paragraph under the caption
Managements Discussion and Analysis of Financial Condition and Results
of Operations  Other Liquidity Sources regarding the variable interest rate
payable on revolving loans to the Companies and (ii) the penultimate paragraph under the
caption Managements Discussion and Analysis of Financial Condition and Results
of Operations  Private Label Credit Cards Issued By The Bank for a discussion
of the cost of funds associated with the credit cards that are co-branded with the
Companys AVENUE® service mark and the name of the issuer of the cards, World
Financial Network National Bank.

# ITEM 4. CONTROLS AND
PROCEDURES

| | (a) | The Company performed an evaluation, in which the Companys Chief Executive
                    Officer and Chief Financial Officer participated, of its disclosure controls and
                    procedures (as defined by Exchange Act Rule 13a-14(c)) with respect to
                    information required to be disclosed by the Company (Disclosures) in
                    filings with the Securities and Exchange Commission (the
                    Commission). Based on their evaluation, the Companys Chief
                    Executive Officer and Chief Financial Officer each concluded that, as of
                    November 1, 2003, these controls and procedures provided reasonable assurance
                    that Disclosures are (i) recorded, accumulated, processed, summarized and
                    communicated to him on a timely basis and (ii) reported within the time periods
                    specified in the Commissions rules and forms.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | During the third quarter of fiscal 2003, there were no changes in the
                    Companys internal control over financial reporting that materially
                    affected or are reasonably likely to materially affect internal control over
                    financial reporting.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# PART II  OTHER
INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   The following exhibits are filed herewith:

|Number | Description                                                              
|------ | -------------------------------------------------------------------------
|14     | Code of Business Ethics adopted December 5, 2003 effective March 31, 2004
|31     | Certifications pursuant to Section 302                                   

The following exhibit is furnished herewith:

|Number | Description                           
|------ | --------------------------------------
|32     | Certifications pursuant to Section 906

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for the period ended August 2, 2003 are incorporated herein by reference:

|Number | Description                                                                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1*  | Amendment, dated September 2, 2003, to Employment Agreement, dated November 20, 1998, between the Corporation and Raphael Benaroya ("Benaroya Employment Agreement")
|10.2*  | Amendment, dated September 2, 2003, to Employment Agreement, dated November 20, 1998, between the Corporation and George R. Remeta ("Remeta Employment Agreement")  
|10.3*  | Amendment, dated September 2, 2003, to Employment Agreement, dated November 20, 1998,between the Corporation and Kenneth P. Carroll ("Carroll Employment Agreement")
|21     | Subsidiaries of the Corporation                                                                                                                                     

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended May 3, 2003 is
incorporated herein by reference:

|Number in Filing | Description                                                
|---------------- | -----------------------------------------------------------
|10*              | Amendments to Restated Supplemental Retirement Savings Plan

The 2003 Stock Option Plan set forth
as the appendix to the Corporations proxy statement on Schedule 14A for its 2003
annual meeting of stockholders is incorporated herein by reference.*

The following exhibits to the
Corporations Annual Report on Form 10-K, as amended, for the year ended February 1,
2003 are incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                                                         
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3                | Restated By-laws of the Corporation                                                                                                                                                                 
|10.1             | Amendment, dated January 31, 2003, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and The CIT Group/Business Credit, Inc., as Agent and Lender ("CIT")
|10.2*            | Amendment to Restated Supplemental Retirement Savings Plan                                                                                                                                          

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended November 2, 2002 are
incorporated herein by reference:

|Number In Filing | Description                                                        
|---------------- | -------------------------------------------------------------------
|10.1*            | Amendment, dated December 6, 2002, to Benaroya Employment Agreement
|10.2*            | Amendment, dated December 6, 2002, to Remeta Employment Agreement  
|10.3*            | Amendment, dated December 6, 2002, to Carroll Employment Agreement 

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended August 3, 2002 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                          
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------
|10.1             | Amendment, dated August 2, 2002, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and CIT
|10.2*            | Amendment to Restated Supplemental Retirement Savings Plan                                                                           
|10.3             | Purchase and Sale Agreement, dated as of July 1, 2002, between Raphael Benaroya and the Corporation                                  

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended May 4, 2002 is
incorporated herein by reference:

|Number in Filing | Description                                                    
|---------------- | ---------------------------------------------------------------
|10.1*            | Amendment, dated May 30, 2002, to Benaroya Employment Agreement

The following exhibits to the
Corporations Annual Report on Form 10-K for the year ended February 2, 2002 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                                                                                                          
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1             | Amendment, dated April 5, 2002, to Private Label Credit Card Program Agreement, dated January 27, 1998, between the Corporation, United Retail Incorporated and World Financial Network National Bank ("Private Label Credit Card Program Agreement")
|10.2             | Amendment, dated December 29, 1999, to Private Label Credit Card Program Agreement                                                                                                                                                                   
|10.3             | Amendment, dated August 19, 1999, to Private Label Credit Card Program Agreement                                                                                                                                                                     
|10.4*            | Letter, dated March 1, 2002, from the Corporation to Raphael Benaroya with respect to the cost of living adjustment under the Benaroya Employment Agreement                                                                                          

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended November 3, 2001 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                  
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1*            | Amendment, dated November 29, 2001, to Benaroya Employment Agreement                                                                                         
|10.2*            | Amendment, dated November 29, 2001, to Remeta Employment Agreement                                                                                           
|10.3*            | Amendment, dated November 29, 2001, to Carroll Employment Agreement                                                                                          
|10.4*            | Summary Plan Description for United Retail Group, Inc. Incentive Compensation Program for Executives                                                         
|10.5             | Amendment, dated October 1, 2001, to Private Label Credit Card Program Agreement(Confidential portions filed separately with the Secretary of the Commission)
|10.6*            | Promissory note, dated November 30, 2001, from Raphael Benaroya to the Corporation (paid as of July 1, 2002)                                                 

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended August 4, 2001 is
incorporated herein by reference:

|Number in Filing | Description                            
|---------------- | ---------------------------------------
|10.1*            | Restated Stock Appreciation Rights Plan

The 2001 Stock Option Plan set forth
as an appendix to the Corporations proxy statement on Schedule 14A for its 2001
annual meeting of stockholders is incorporated herein by reference.*

The following exhibit to the
Corporations Registration Statement on Form S-8 (Registration No. 333-44868) is
incorporated herein by reference:

|Number in Filing | Description                                                                                                                           
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------
|10               | Amendment, dated August 21, 2000, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and CIT

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended October 28, 2000 are
incorporated herein by reference:

|Number in Filing | Description                                                       
|---------------- | ------------------------------------------------------------------
|10.1*            | Amendment, dated August 18, 2000, to Benaroya Employment Agreement
|10.2*            | Amendment, dated August 18, 2000, to Carroll Employment Agreement 

The following exhibits to the
Corporations Annual Report on Form 10-K for the year ended January 29, 2000 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                 
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|10.2             | Amendment, dated December 28, 1999, to Financing Agreement among the Corporation, United Retail Incorporated and CIT ("Financing Agreement")
|10.3             | Amendment, dated January 31, 2000, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and CIT     

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended October 30, 1999 is
incorporated herein by reference:

|Number in Filing | Description                                             
|---------------- | --------------------------------------------------------
|10.1             | Amendment, dated October 6, 1999, to Financing Agreement

The following exhibit to the
Corporations Current Report on Form 8-K, filed September 23, 1999, is incorporated
herein by reference:

|Number in Filing | Description                                                                                        
|---------------- | ---------------------------------------------------------------------------------------------------
|3                | Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock

The stockholders rights plan
filed as the exhibit to the Corporations Registration Statement on Form 8-A, dated
September 15, 1999, is incorporated herein by reference.

The following exhibit to the
Corporations Annual Report on Form 10-K for the year ended January 30, 1999 is
incorporated herein by reference:

|Number in Filing | Description                                            
|---------------- | -------------------------------------------------------
|10.1             | Amendment, dated March 29, 1999, to Financing Agreement

The 1999 Stock Option Plan set forth
as the Appendix to the Corporations proxy statement on Schedule 14A for its 1999
annual meeting of stockholders is incorporated herein by reference.*

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended October 31, 1998 are
incorporated herein by reference:

|Number in Filing | Description                  
|---------------- | -----------------------------
|10.1*            | Benaroya Employment Agreement
|10.2*            | Remeta Employment Agreement  
|10.3*            | Carroll Employment Agreement 

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended May 2, 1998 are
incorporated herein by reference:

|Number in Filing | Description                                                                                  
|---------------- | ---------------------------------------------------------------------------------------------
|10.1*            | 1998 Stock Option Agreement, dated May 21, 1998, between the Corporation and Raphael Benaroya
|10.2*            | 1998 Stock Option Agreement, dated May 21, 1998, between the Corporation and George R. Remeta

The following exhibits to the
Corporations Annual Report on Form 10-K for the year ended January 31, 1998 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                                        
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1             | Restated Stockholders' Agreement, dated December 23, 1992, between the Corporation and certain of its stockholders and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto
|10.2             | Private Label Credit Card Program Agreement                                                                                                                                        
|10.4*            | Restated 1990 Stock Option Plan as of March 6, 1998                                                                                                                                
|10.5*            | Restated 1990 Stock Option Plan as of May 28, 1996                                                                                                                                 
|10.6*            | Restated 1996 Stock Option Plan as of March 6, 1998                                                                                                                                

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended November 1, 1997 is
incorporated herein by reference:

|Number in Filing | Description                                                
|---------------- | -----------------------------------------------------------
|10.1             | Amendment, dated September 15, 1997, to Financing Agreement

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for the period ended August 2, 1997 are
incorporated herein by reference:

|Number in Filing | Description                                               
|---------------- | ----------------------------------------------------------
|10.1             | Financing Agreement                                       
|10.2*            | Amendment to Restated Supplemental Retirement Savings Plan

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

|Number in Filing | Description                                  
|---------------- | ---------------------------------------------
|10.1*            | Restated Supplemental Retirement Savings Plan

The following exhibits to the
Corporations 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. (now known as United Retail Incorporated) ("Software License")
|10.2.2           | Amendment, dated December 10, 1991, to Software License                                                                                                                          

---

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

(b)   The Company filed a Current Report on Form 8-K on August 12, 2003, to furnish summary financial information for the second quarter of fiscal 2003.

---

# 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.

|                        | UNITED RETAIL GROUP,INC.(Registrant)                                                                                  
|----------------------- | ----------------------------------------------------------------------------------------------------------------------
|Date: December 10, 2003 | By:/s/GEORGE R. REMETAGeorge R. RemetaVice Chairman of the Boardand Chief Administrative Officer -Authorized Signatory
|                        |                                                                                                                       
|                        | By:/s/JON GROSSMANJon GrossmanVice President-Finance andChief Accounting Officer                                      

---

EXHIBIT INDEX

(a)   The following exhibits are filed herewith:

|Number | Description                                                              
|------ | -------------------------------------------------------------------------
|14     | Code of Business Ethics adopted December 5, 2003 effective March 31, 2004
|31     | Certifications pursuant to Section 302                                   

The following exhibit is furnished herewith:

|Number | Description                           
|------ | --------------------------------------
|32     | Certifications pursuant to Section 906

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for the period ended August 2, 2003 are incorporated herein by reference:

|Number | Description                                                                                                                                                         
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1*  | Amendment, dated September 2, 2003, to Employment Agreement, dated November 20, 1998, between the Corporation and Raphael Benaroya ("Benaroya Employment Agreement")
|10.2*  | Amendment, dated September 2, 2003, to Employment Agreement, dated November 20, 1998, between the Corporation and George R. Remeta ("Remeta Employment Agreement")  
|10.3*  | Amendment, dated September 2, 2003, to Employment Agreement, dated November 20, 1998,between the Corporation and Kenneth P. Carroll ("Carroll Employment Agreement")
|21     | Subsidiaries of the Corporation                                                                                                                                     

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended May 3, 2003 is
incorporated herein by reference:

|Number in Filing | Description                                                
|---------------- | -----------------------------------------------------------
|10*              | Amendments to Restated Supplemental Retirement Savings Plan

The 2003 Stock Option Plan set forth
as the appendix to the Corporations proxy statement on Schedule 14A for its 2003
annual meeting of stockholders is incorporated herein by reference.*

The following exhibits to the
Corporations Annual Report on Form 10-K, as amended, for the year ended February 1,
2003 are incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                                                         
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3                | Restated By-laws of the Corporation                                                                                                                                                                 
|10.1             | Amendment, dated January 31, 2003, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and The CIT Group/Business Credit, Inc., as Agent and Lender ("CIT")
|10.2*            | Amendment to Restated Supplemental Retirement Savings Plan                                                                                                                                          

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended November 2, 2002 are
incorporated herein by reference:

|Number In Filing | Description                                                        
|---------------- | -------------------------------------------------------------------
|10.1*            | Amendment, dated December 6, 2002, to Benaroya Employment Agreement
|10.2*            | Amendment, dated December 6, 2002, to Remeta Employment Agreement  
|10.3*            | Amendment, dated December 6, 2002, to Carroll Employment Agreement 

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended August 3, 2002 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                          
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------
|10.1             | Amendment, dated August 2, 2002, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and CIT
|10.2*            | Amendment to Restated Supplemental Retirement Savings Plan                                                                           
|10.3             | Purchase and Sale Agreement, dated as of July 1, 2002, between Raphael Benaroya and the Corporation                                  

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended May 4, 2002 is
incorporated herein by reference:

|Number in Filing | Description                                                    
|---------------- | ---------------------------------------------------------------
|10.1*            | Amendment, dated May 30, 2002, to Benaroya Employment Agreement

The following exhibits to the
Corporations Annual Report on Form 10-K for the year ended February 2, 2002 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                                                                                                          
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1             | Amendment, dated April 5, 2002, to Private Label Credit Card Program Agreement, dated January 27, 1998, between the Corporation, United Retail Incorporated and World Financial Network National Bank ("Private Label Credit Card Program Agreement")
|10.2             | Amendment, dated December 29, 1999, to Private Label Credit Card Program Agreement                                                                                                                                                                   
|10.3             | Amendment, dated August 19, 1999, to Private Label Credit Card Program Agreement                                                                                                                                                                     
|10.4*            | Letter, dated March 1, 2002, from the Corporation to Raphael Benaroya with respect to the cost of living adjustment under the Benaroya Employment Agreement                                                                                          

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended November 3, 2001 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                  
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1*            | Amendment, dated November 29, 2001, to Benaroya Employment Agreement                                                                                         
|10.2*            | Amendment, dated November 29, 2001, to Remeta Employment Agreement                                                                                           
|10.3*            | Amendment, dated November 29, 2001, to Carroll Employment Agreement                                                                                          
|10.4*            | Summary Plan Description for United Retail Group, Inc. Incentive Compensation Program for Executives                                                         
|10.5             | Amendment, dated October 1, 2001, to Private Label Credit Card Program Agreement(Confidential portions filed separately with the Secretary of the Commission)
|10.6*            | Promissory note, dated November 30, 2001, from Raphael Benaroya to the Corporation (paid as of July 1, 2002)                                                 

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended August 4, 2001 is
incorporated herein by reference:

|Number in Filing | Description                            
|---------------- | ---------------------------------------
|10.1*            | Restated Stock Appreciation Rights Plan

The 2001 Stock Option Plan set forth
as an appendix to the Corporations proxy statement on Schedule 14A for its 2001
annual meeting of stockholders is incorporated herein by reference.*

The following exhibit to the
Corporations Registration Statement on Form S-8 (Registration No. 333-44868) is
incorporated herein by reference:

|Number in Filing | Description                                                                                                                           
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------
|10               | Amendment, dated August 21, 2000, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and CIT

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended October 28, 2000 are
incorporated herein by reference:

|Number in Filing | Description                                                       
|---------------- | ------------------------------------------------------------------
|10.1*            | Amendment, dated August 18, 2000, to Benaroya Employment Agreement
|10.2*            | Amendment, dated August 18, 2000, to Carroll Employment Agreement 

The following exhibits to the
Corporations Annual Report on Form 10-K for the year ended January 29, 2000 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                 
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|10.2             | Amendment, dated December 28, 1999, to Financing Agreement among the Corporation, United Retail Incorporated and CIT ("Financing Agreement")
|10.3             | Amendment, dated January 31, 2000, to Financing Agreement among the Corporation, United Retail Incorporated, Cloudwalkers, Inc. and CIT     

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended October 30, 1999 is
incorporated herein by reference:

|Number in Filing | Description                                             
|---------------- | --------------------------------------------------------
|10.1             | Amendment, dated October 6, 1999, to Financing Agreement

The following exhibit to the
Corporations Current Report on Form 8-K, filed September 23, 1999, is incorporated
herein by reference:

|Number in Filing | Description                                                                                        
|---------------- | ---------------------------------------------------------------------------------------------------
|3                | Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock

The stockholders rights plan
filed as the exhibit to the Corporations Registration Statement on Form 8-A, dated
September 15, 1999, is incorporated herein by reference.

The following exhibit to the
Corporations Annual Report on Form 10-K for the year ended January 30, 1999 is
incorporated herein by reference:

|Number in Filing | Description                                            
|---------------- | -------------------------------------------------------
|10.1             | Amendment, dated March 29, 1999, to Financing Agreement

The 1999 Stock Option Plan set forth
as the Appendix to the Corporations proxy statement on Schedule 14A for its 1999
annual meeting of stockholders is incorporated herein by reference.*

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended October 31, 1998 are
incorporated herein by reference:

|Number in Filing | Description                  
|---------------- | -----------------------------
|10.1*            | Benaroya Employment Agreement
|10.2*            | Remeta Employment Agreement  
|10.3*            | Carroll Employment Agreement 

The following exhibits to the
Corporations Quarterly Report on Form 10-Q for the period ended May 2, 1998 are
incorporated herein by reference:

|Number in Filing | Description                                                                                  
|---------------- | ---------------------------------------------------------------------------------------------
|10.1*            | 1998 Stock Option Agreement, dated May 21, 1998, between the Corporation and Raphael Benaroya
|10.2*            | 1998 Stock Option Agreement, dated May 21, 1998, between the Corporation and George R. Remeta

The following exhibits to the
Corporations Annual Report on Form 10-K for the year ended January 31, 1998 are
incorporated herein by reference:

|Number in Filing | Description                                                                                                                                                                        
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1             | Restated Stockholders' Agreement, dated December 23, 1992, between the Corporation and certain of its stockholders and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto
|10.2             | Private Label Credit Card Program Agreement                                                                                                                                        
|10.4*            | Restated 1990 Stock Option Plan as of March 6, 1998                                                                                                                                
|10.5*            | Restated 1990 Stock Option Plan as of May 28, 1996                                                                                                                                 
|10.6*            | Restated 1996 Stock Option Plan as of March 6, 1998                                                                                                                                

The following exhibit to the
Corporations Quarterly Report on Form 10-Q for the period ended November 1, 1997 is
incorporated herein by reference:

|Number in Filing | Description                                                
|---------------- | -----------------------------------------------------------
|10.1             | Amendment, dated September 15, 1997, to Financing Agreement

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for the period ended August 2, 1997 are
incorporated herein by reference:

|Number in Filing | Description                                               
|---------------- | ----------------------------------------------------------
|10.1             | Financing Agreement                                       
|10.2*            | Amendment to Restated Supplemental Retirement Savings Plan

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

|Number in Filing | Description                                  
|---------------- | ---------------------------------------------
|10.1*            | Restated Supplemental Retirement Savings Plan

The following exhibits to the
Corporations 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. (now known as United Retail Incorporated) ("Software License")
|10.2.2           | Amendment, dated December 10, 1991, to Software License                                                                                                                          

---

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