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

                              Washington, DC 20549

(Mark One)

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

For the  quarterly period ended November 1, 1997

                                       OR

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

For the transition period from ___________________ to ______________________

Commission file number  019774
                        __________________________    
                            United Retail Group, Inc.
             _____________________________________________________
             (Exact name of registrant as specified in its charter)

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

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

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

________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
<PAGE>   2
         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES  X   NO
                                                      ---      ---

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

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

YES -------                NO -------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

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

Item 1.  FINANCIAL STATEMENTS

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

                                                           NOVEMBER 1,          FEBRUARY 1,          NOVEMBER 2,
                                                              1997                 1997                  1996
                                                           ------------         ------------         ------------
                                                           (UNAUDITED)                                (UNAUDITED)

                                                      ASSETS
<S>                                                        <C>                  <C>                  <C>
Current assets:
   Cash and cash equivalents                               $     14,758         $     18,264         $      6,458
   Income taxes receivable                                           --                  229                  953
   Accounts receivable                                            1,634                1,297                2,243
   Inventory                                                     49,659               40,778               49,565
   Prepaid rents                                                  4,299                4,485                4,592
   Other prepaid expenses                                         3,456                2,656                3,671
   Deferred income taxes                                             --                   --                  116
                                                           ------------         ------------         ------------
      Total current assets                                       73,806               67,709               67,598

Property and equipment, net                                      49,993               54,892               57,164
Deferred charges and other intangible assets,
  net of accumulated amortization of $1,690, $1,490
  and $1,430                                                      7,160                7,031                7,091
Deferred income taxes                                                --                   --                  600
Other assets                                                        252                  715                1,035
                                                           ------------         ------------         ------------
    Total assets                                           $    131,211         $    130,347         $    133,488
                                                           ============         ============         ============

                                                   LIABILITIES
Current liabilities:
  Current portion of distribution center financing         $      1,031         $        978         $        952
  Accounts payable, trade                                        18,505               16,543               16,489
  Accrued expenses                                               14,816               13,247               13,919
                                                           ------------         ------------         ------------
    Total current liabilities                                    34,352               30,768               31,360

Distribution center financing                                    10,579               11,355               11,613
Other long-term liabilities                                       7,271                8,011                8,773
                                                           ------------         ------------         ------------
    Total liabilities                                            52,202               50,134               51,746
                                                           ------------         ------------         ------------

                                              STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; authorized
   1,000,000; none issued
Common stock, $.001 par value; authorized                            13                   13                   13
   30,000,000; issued 12,680,375; outstanding
   12,190,375
Additional paid-in capital                                       78,259               78,259               78,259
Retained earnings                                                 1,319                2,523                4,052
Treasury stock (490,000 shares) at cost                            (582)                (582)                (582)
                                                           ------------         ------------         ------------
    Total stockholders' equity                                   79,009               80,213               81,742
                                                           ------------         ------------         ------------
    Total liabilities and stockholders' equity                 $131,211             $130,347             $133,488
                                                           ============         ============         ============

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



                                             THIRTEEN WEEKS ENDED              THIRTY-NINE WEEKS ENDED
                                        ---------------------------        ------------------------------
                                        NOVEMBER 1,      NOVEMBER 2,       NOVEMBER 1,        NOVEMBER 2,
                                           1997             1996              1997              1996
                                         ---------        ---------         ---------         ---------

<S>                                      <C>              <C>               <C>               <C>
Net sales                                $  82,258        $  84,249         $ 262,356         $ 269,300

Cost of goods sold, including
  buying and occupancy costs                63,318           67,668           204,861           216,504
                                         ---------        ---------         ---------         ---------

   Gross profit                             18,940           16,581            57,495            52,796

General, administrative and
  store operating expenses                  18,833           19,364            58,313            59,262
                                         ---------        ---------         ---------         ---------

   Operating income (loss)                     107           (2,783)             (818)           (6,466)

Interest expense, net                           53               84               166               295
                                         ---------        ---------         ---------         ---------

Income (loss) before income taxes               54           (2,867)             (984)           (6,761)

Provision for (benefit from)
  income taxes                                  20             (847)              220            (2,143)
                                         ---------        ---------         ---------         ---------

   Net income (loss)                     $      34        ($  2,020)        ($  1,204)        ($  4,618)
                                         =========        =========         =========         =========

Net income (loss) per
  common share                           $    0.00        ($   0.17)        ($   0.10)        ($   0.38)
                                         =========        =========         =========         =========


Weighted average number of
  common and common equivalent
  shares outstanding                        12,621           12,190            12,190            12,190

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

                                                                       THIRTY-NINE WEEKS ENDED
                                                                    ------------------------------
                                                                    NOVEMBER 1,        NOVEMBER 2,
                                                                       1997               1996
                                                                    -----------        -----------
<S>                                                                 <C>                <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                         ($ 1,204)          ($ 4,618)
Adjustments to reconcile net loss to net cash
  used for operating activities:
    Depreciation and amortization of property and equipment             6,579              7,547
    Amortization of deferred charges and other
      intangible assets                                                   198                165
    Loss on disposal of assets                                            185                324
    Gain on sale of investments                                           (43)                --
    Compensation expense                                                   --                 77
    Benefit from deferred income taxes                                     --                 95
    Deferred lease assumption revenue amortization                       (389)              (358)
Changes in operating assets and liabilities:
    Accounts receivable                                                  (337)              (473)
    Income taxes receivable                                               229              1,766
    Inventory                                                          (8,881)            (9,164)
    Accounts payable and accrued expenses                               3,458                872
    Prepaid expenses                                                     (614)              (854)
    Other assets and liabilities                                         (436)              (498)
                                                                    -----------        -----------
Net Cash Used for Operating Activities                                 (1,255)            (5,119)
                                                                    -----------        -----------

INVESTING ACTIVITIES:
    Capital expenditures                                               (1,941)            (4,298)
    Deferred payment for property and equipment                           191               (496)
                                                                    -----------        -----------

Net Cash Used for Investing Activities                                 (1,750)            (4,794)
                                                                    -----------        -----------

FINANCING ACTIVITIES:
    Repayments of long-term debt                                         (723)              (669)
    Debt Issuance Costs                                                  (284)                --
    Proceeds from sale of investment                                      506                 --
                                                                    -----------        -----------

Net Cash Used for Financing Activities                                   (501)              (669)
                                                                    -----------        -----------

Net decrease in cash and cash equivalents                              (3,506)           (10,582)
Cash and cash equivalents, beginning of period                         18,264             17,040
                                                                    -----------        -----------
Cash and cash equivalents, end of period                             $ 14,758           $  6,458
                                                                    ===========        ===========


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1.       BASIS OF PRESENTATION

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

         The consolidated financial statements as of and for the thirteen and
thirty-nine weeks ended November 1, 1997 and November 2, 1996 are unaudited and
are presented pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, the consolidated financial statements should
be read in conjunction with the financial statement disclosures contained in the
Company's 1996 Annual Report and 1996 Form 10-K. In the opinion of management,
the accompanying consolidated financial statements reflect all adjustments
necessary (which are of a normal recurring nature) to present fairly the
financial position and results of operations and cash flows for the interim
periods, but are not necessarily indicative of the results of operations for a
full fiscal year.

         Certain prior year balances have been reclassified to conform with the
fiscal 1997 presentation.

2.       NET INCOME (LOSS) PER SHARE

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


3.       FINANCING ARRANGEMENTS

         In March 1994, the Company closed a fifteen-year $8.0 million loan
bearing interest at 8.64%. Interest and principal are payable in equal monthly
installments beginning May 1, 1994. The loan is collateralized by a mortgage on
the national distribution center owned by the Company in Troy, Ohio.

         The Company and United Retail Incorporated, its subsidiary,
(collectively, the "Companies") are parties to a Financing Agreement, dated
August 15, 1997, as amended September 15, 1997 (the "Financing Agreement"), 
with The CIT Group/Business Credit, Inc. ("CIT"). The Financing Agreement
<PAGE>   7
provides a revolving line of credit for a term of three years 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 either 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 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 an account that has
been pledged to the lenders.

         At November 1, 1997, the combined availability of the Companies was
$18.1 million, no balance was in the pledged account; the aggregate outstanding
amount of letters of credit arranged by CIT was $11.6 million and no loan had
been drawn down. The Company's cash on hand was unrestricted.


4.       OTHER OPERATING ACTIVITIES

         In July 1995, the Company agreed to assume the lease obligations of 21
stores previously operated by another retail chain. In order to induce the
Company to assume these leases, the assignor of the leases paid the Company
approximately $3.5 million. This payment has been recorded as accrued rent
payable and is being amortized against rent expense over the life of the assumed
leases.
<PAGE>   8
5.       INCOME TAXES

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

<TABLE>
<CAPTION>
                            Thirteen Weeks Ended               Thirty-Nine Weeks Ended
                        -----------------------------       -----------------------------
                        November 1,       November 2,       November 1,       November 2,
                            1997              1996             1997               1996
                        -----------       -----------       -----------       -----------
<S>                     <C>               <C>               <C>               <C>
Currently payable:
        Federal          $     2           ($1,421)          $   130           ($2,335)
        State                 18                64                90                97
                        -----------       -----------       -----------       -----------
                              20            (1,357)              220            (2,238)
                        -----------       -----------       -----------       -----------

Deferred:
        Federal                0               417                 0                77
        State                  0                93                 0                18
                        -----------       -----------       -----------       -----------
                               0               510                 0                95
                        -----------       -----------       -----------       -----------

                         $    20           ($  847)          $   220           ($2,143)
                        ===========       ===========       ===========       ===========
</TABLE>

         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:

<TABLE>
<CAPTION>
                                                          Thirteen Weeks Ended
                                       ---------------------------------------------------------
                                          November 1, 1997                   November 2, 1996
                                       ----------------------           ------------------------
<S>                                    <C>              <C>             <C>              <C>
Tax at Federal rate (34%)              $  18            34.0%           ($975)           (34.0%)
State income taxes, net of                18            32.4.%            104             3.6%
 federal benefit
Goodwill amortization                     17            32.3%              17             0.6%
Other                                      6            11.5%               7             0.3%

Change in valuation allowance            (39)           (72.7)%             0             0.0%
                                       -----            -----           -----            -------
                                       $  20            37.5%           ($847)           (29.5%)
                                       =====            =====           =====            =======
</TABLE>

<TABLE>
<CAPTION>
                                                           Thirty-Nine Weeks Ended
                                       -------------------------------------------------------------
                                          November 1, 1997                   November 2, 1996
                                       ----------------------           ----------------------------
<S>                                    <C>                <C>           <C>                  <C>
Tax at Federal rate (34%)              ($  335)          (34.0%)          ($2,299)           (34.0%)
State income taxes, net of                  90             9.1%                76             1.1%
 federal benefit
Goodwill amortization                       52             5.3%                53             0.8%
Other                                       17             1.8%                27             0.4%
Change in valuation allowance              396            40.2%                 0             0.0%
                                       --------           -------         --------           -------
                                       $   220            22.4%           ($2,143)           (31.7%)
                                       ========           =======         ========           =======
</TABLE>
<PAGE>   9
         The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset are as follows:

<TABLE>
<S>                                                   <C>
         Assets:
                  Inventory                            $   184
                  Accruals and reserves                  1,143
                  Compensation                           1,711
                  NOL and credit carryforward            2,531
                                                       -------
                                                         5,569
         Liabilities:
                  Depreciation                          (2,020)
                  Prepaid rent                            (430)
                  Valuation allowance                   (3,119)
                                                       -------
                                                        (5,569)

                  Net deferred tax asset               $     0
                                                       =======
</TABLE>

         Future realization of the tax benefits attributable to these existing
deductible temporary differences ultimately depends on the existence of
sufficient taxable income within the carryback and/or carryforward period
available under the tax law at the time of the tax deduction. As of November 1,
1997, the compensation related deferred tax asset will be fully realizable upon
the exercise of all of the outstanding options only if (i) the market price of
the stock equals or exceeds $3.125 per share upon exercise and (ii) the
compensation expense deduction is not limited by future enacted tax laws. The
underlying options of the compensation related deferred tax asset are
exercisable through December 31, 1999.

         At November 1, 1997, the Company has pre-acquisition net operating loss
carryforwards, aggregating approximately $0.5 million, available to reduce
future taxable income in certain states, expiring through 2004.
<PAGE>   10
6.      SUPPLEMENTAL CASH FLOW INFORMATION

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

<TABLE>
<CAPTION>
                                         Thirteen Weeks Ended              Thirty-Nine Weeks Ended
                                    ------------------------------      -----------------------------
                                    November 1,        November 2,      November 1,       November 2,
                                       1997             1996                 1997               1996
                                    -----------        -----------      -----------       -----------
<S>                                 <C>                <C>              <C>               <C>
Cash interest:

Interest expense, net per
statements of operations               $    53           $    84          $   166           $   295

Less: Non-cash
interest (expense) income                  (13)               33              (31)               53
                                       -------           -------          -------           -------

Net cash interest expense,
including interest
income of $258, $234,
$695 and $729                          $    40           $   117          $   135           $   348
                                       =======           =======          =======           =======

Income tax payments (refunds)          $   243           $    21          $   313           ($4,017)
                                       =======           =======          =======           =======
</TABLE>
<PAGE>   11
Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIRD QUARTER FISCAL 1997 VERSUS THIRD QUARTER FISCAL 1996

         Net sales for the third quarter of Fiscal 1997 decreased 2.4% from the
third quarter of Fiscal 1996, to $82.3 million from $84.2 million, principally
from a decrease in unit sales volume partially offset by an increase in average
price. Average stores open decreased from 581 to 554; see, "Properties,"
regarding the Company's plan to reduce retail square footage. Comparable store
sales for the third quarter of Fiscal 1997 increased 0.8%. (Net sales for
November 1997 decreased 2.8% from November 1996, to $28.8 million from $29.6
million; comparable store sales for the month increased 1.1%.) There is no
assurance that net sales and unit sales volume will not continue to decrease.

         Gross profit increased by $2.4 million to $18.9 million in the third
quarter of Fiscal 1997 from $16.6 million in the third quarter of Fiscal 1996,
increasing as a percentage of net sales to 23.0% from 19.7%. The increase in
gross profit as a percentage of net sales was primarily attributable to an
increase in the merchandise margin rate.

         General, administrative and store operating expenses were $18.8 million
in the third quarter of Fiscal 1997, compared to $19.4 million in the comparable
quarter of the previous year. As a percentage of net sales, general,
administrative and store operating expenses declined to 22.9% from 23.0%.

         During the third quarter of Fiscal 1997, the Company had operating
income of $0.1 million compared to an operating loss of $2.8 million in the
comparable quarter of the previous year.

         Net interest expense was $53,000 in the third quarter of Fiscal 1997
and $84,000 in the comparable quarter of the previous year.

         The Company had a provision for income taxes of $20,000 in the third
quarter of Fiscal 1997. The Company had an income tax benefit of $0.8 million in
the comparable quarter of the previous year.

         During the third quarter of Fiscal 1997, the Company had net income of
$34,000 compared to a net loss of $2.0 million in the comparable quarter of the
previous year. There is no assurance that the Company will continue to be
profitable.
<PAGE>   12
FIRST NINE MONTHS FISCAL 1997 VERSUS FIRST NINE MONTHS FISCAL 1996

         Net sales for the first nine months of Fiscal 1997 decreased 2.6% from
the first nine months of Fiscal 1996, to $262.4 million from $269.3 million,
principally from a decrease in unit sales volume partially offset by an increase
in average price. Average stores open decreased from 581 to 560; see,
"Properties," regarding the Company's plan to reduce retail square footage.
Comparable store sales for the first nine months of Fiscal 1997 increased 0.1%.
There is no assurance that net sales and unit sales volume will not continue to
decrease.

         Gross profit increased by $4.7 million to $57.5 million in the first
nine months of Fiscal 1997 from $52.8 million in the first nine months of Fiscal
1996, increasing as a percentage of net sales to 21.9% from 19.6%. The increase
in gross profit as a percentage of net sales was primarily attributable to an
increase in the merchandise margin rate.

         General, administrative and store operating expenses were $58.3 million
in the first nine months of Fiscal 1997, compared to $59.3 million in the
comparable nine months of the previous year. As a percentage of net sales,
general, administrative and store operating expenses increased to 22.2% from
22.0%, principally from higher store payroll costs as a percentage of net sales.

         During the first nine months of Fiscal 1997, the Company had an
operating loss of $0.8 million compared to an operating loss of $6.5 million in
the comparable nine months of the previous year. The operating loss in the first
nine months of Fiscal 1997 was 0.3% of net sales.

         Net interest expense was $0.2 million in the first nine months of
Fiscal 1997 and $0.3 million in the comparable nine months of the previous year.

         The Company had a provision for income taxes of $0.2 million in the
first nine months of Fiscal 1997. The Company had an income tax benefit of $2.1
million in the comparable nine months of the previous year.

         During the first nine months of Fiscal 1997, the Company had a net loss
of $1.2 million compared to a net loss of $4.6 million in the comparable nine
months of the previous year.

DECLINING TREND IN AVERAGE TRANSACTIONS PER STORE

         The Company's gross profit declined in each of the last four fiscal
years, in part because the average number of transactions per store also
declined each year. (The average number of transactions per store also declined
in November 1997, in the third quarter of Fiscal 1997 and in the first nine
months of Fiscal 1997.) The Company believes that other store chains in the
women's apparel specialty store industry also experienced declines in average
transactions in recent years, partly as a result of increased competition from
other channels of distribution, including catalogues, mass merchants,
discounters and off-price stores. Further, the decline in the Company's average
transactions during the last two fiscal years was accelerated by increased
competition within the industry, including "going out of business" sales that
accompanied a reduction in the number of retail specialty stores selling women's
apparel.
<PAGE>   13
         The Company is implementing a branded merchandising strategy intended
to reverse the annual declines in average transactions and gross profit. The
strategy is expected to take several years to complete. In Fiscal 1996, the new
strategy began with (i) the replacement of the Company's older proprietary
brands of clothing with the new AVENUE [by design] brand, (ii) the recruitment
of an experienced executive to organize a product development function, that is,
the development of fashion content and design, (iii) the expansion of quality
assurance activities and (iv) an increase in marketing programs. The brand
identity is being defined, new marketing materials expressing that identity are
being created and direct marketing of the brand is being increased. There is no
assurance, however, that the branded merchandising strategy will increase
average transactions and gross profit. This paragraph constitutes
forward-looking information under the 1995 Private Securities Litigation Reform
Act (the "Reform Act") and is subject to the uncertainties and other risk
factors referred to under the caption "Future Results."

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash on hand was $14.8 million at November 1, 1997, $6.5
million at November 2, 1996 and $18.3 million at February 1, 1997.

         Inventory increased to $49.7 million at November 1, 1997 from $49.6
million at November 2, 1996 and $40.8 million at February 1, 1997. The Company's
inventory levels peak in early May and December. During Fiscal 1996, the highest
inventory level was $50.6 million.

         Import purchases are made in U.S. dollars and are generally financed by
trade letters of credit. As of November 1, 1997, trade letters of credit for the
account of the Company were outstanding in the amount of $19.9 million. (A
standby letter of credit was also outstanding for $2.0 million as collateral for
obligations in the ordinary course of business under casualty insurance
policies.) Import purchases constituted approximately 55% of total purchases in
the first nine months of Fiscal 1997.

         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 Company and United Retail Incorporated, its subsidiary
(collectively, the "Companies"), are parties to a Financing Agreement, dated
August 15, 1997, as amended September 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 of three years 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 either of the Companies to support trade letters of credit
and standby letters of credit and to finance loans.
        
         Subject to the following paragraph, the availability of credit (within
the aggregate $40 million line of credit) to either 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 either 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 season, and (y) the balance in an account in
its name that has been pledged to the lenders (a "Pledged Account"). (At
November 1, 1997, the combined availability of the Companies was $18.1 million;
no balance was in a Pledged Account; the aggregate outstanding amount of letters
of credit arranged by CIT was $11.6 million; no loan had been drawn down; and
the Company's cash on hand was unrestricted.)
<PAGE>   14
         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.

         In the event a revolving 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 from time to time in the Pledged Account.

         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, acquiring Common Stock or preferred stock of the Company, making
loans, engaging in certain transactions with affiliates, or consolidating,
merging or making acquisitions outside the ordinary course of business.

         In addition to the letters of credit arranged by CIT, at November 1,
1997, trade letters of credit issued for the Companies' account prior to August
15, 1997 remained outstanding in the amount of $10.3 million.

         Purchases of Company merchandise made by customers with the Company's
proprietary credit cards were paid for daily at a discount by Citibank (South
Dakota), N.A. ("Citibank") through November 30, 1997. Effective December 1,
1997, however, Citibank is expected to pay a premium, instead of taking a
discount, on proprietary credit card purchases. (The rate will be set
retroactively prior to December 16, 1997.) Premiums paid by Citibank may have a
material favorable effect on the Company's general, administrative and store
operating expenses.

         The Credit Plan Agreement between the Companies and Citibank, dated
June 3, 1992, as amended December 3, 1993 (the "Credit Agreement"), provides for
the issuance of the Company's proprietary credit cards by Citibank and contains
financial covenants that require that the Company's (i) consolidated tangible
net worth not be less than the sum of $32 million plus for each complete fiscal
year ended after February 1, 1992 for which net income has been positive, 50% of
net income, and (ii) consolidated fixed charges ratio for the four preceding
fiscal quarters combined not be less than 1.0:1.0.

         The Company believes that availability of credit under the Financing
Agreement and cash flows from operating activities, including payments by
Citibank under the Credit Agreement, will be adequate to meet anticipated
working capital needs, including seasonal financing needs, for the next 12
months. This paragraph 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."

PROPERTIES

         The Company leased 553 retail stores at November 1, 1997, of which 305
stores were located in strip shopping centers, 220 stores were located in malls
and 28 stores were located in downtown shopping districts. The Company's retail
square footage at November 1, 1997 and November 29, 1997 declined to 2.2 million
square feet from 2.3 million square feet at the corresponding dates in the
previous year. The Company plans to reduce its retail square footage selectively
in the fourth quarter of Fiscal 1997 and in Fiscal 1998. The further reduction
in retail square footage will occur principally by letting underperforming
leases expire when their terms end without opening an equal number of new
stores. The Company does not believe that the planned reduction in retail square
footage will have a material adverse effect on its financial condition because
the abandoned leasehold improvements generally will have been fully depreciated
during the lives of the leases and many store fixtures will be removed by the
Company from closed stores.
<PAGE>   15
         The Company plans to close a number of underperforming stores in 
January 1998 and not to open any new stores during the fourth quarter of Fiscal
1997. Although the stores to be closed have not yet been selected, the Company
presently contemplates closing approximately 5% or 6% of its stores.
The group of stores from which the stores to be closed will be selected
incurred an aggregate operating loss during the 12 months ended November 1,
1997 on a four-wall basis, that is, without any allocation of overhead
expenses. The Company believes that the stores to be closed in January 1998
would otherwise continue to incur an aggregate operating loss in Fiscal 1998.
The Company also believes that the reductions in net sales and occupancy costs
resulting from the January 1998 store closings will have a favorable effect on
the Company's cost of goods sold as a percentage of net sales. There is no
assurance, however, that the effect will be favorable.
        
         In Fiscal 1998, the Company intends to pay the costs of opening new
stores, if any, and remodeling existing stores from net cash provided by
operating activities, if any. New stores and newly remodeled stores will use The
Avenue(R) trade name.

         This section captioned "Properties" 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".

TAX MATTERS

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

COMPUTER SYSTEMS

         The Company will modify the computer software programs that are
essential to its operations to accommodate dates after 1999. The cost of future
modifications is not expected to be material.

SEASONALITY

         From Fiscal 1991 through Fiscal 1995, the first half of each year
provided either a greater portion of the Company's annual operating income or a
lesser portion of the annual operating loss. In Fiscal 1996, however, the
operating loss in the first half exceeded the operating loss in the second half.

INFLATION AND CHANGING PRICES

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

FUTURE RESULTS

         Future results could differ materially from those currently anticipated
by the Company due to possible (i) miscalculation of fashion trends, (ii)
shifting shopping patterns, both within the specialty store sector and in other
channels of distribution, (iii) extreme or unseasonable weather conditions, (iv)
economic downturns, weakness in overall consumer demand, and variations in the
demand for women's fashion apparel, (v) imposition by vendors, or their
third-party factors, of more onerous payment terms for domestic merchandise
purchases, (vi) acceleration in the rate of business failures and inventory
liquidations in the specialty store sector of the women's apparel industry, and
(vii) disruptions in the sourcing of merchandise abroad, including (a) China's
claims to sovereignty over Taiwan, (b) North Korea's claims to sovereignty over
South Korea, (c) exchange rate fluctuations, (d) political instability, (e)
trade sanctions or restrictions, (f) changes in quota and duty regulations, (g)
delays in shipping or (h) increased costs of transportation.
<PAGE>   16
                           PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES.

         (a) The Financing Agreement (see, "Management's Discussion and Analysis
of Financial Condition and Results of Operations") prohibits the payment of
dividends by the Company.

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

<TABLE>
<CAPTION>
                                              Number of
         Date of Grant    Class of Grantee    Underlying Shares   Exercise Price
         -------------    ----------------    -----------------   --------------
<S>                       <C>                 <C>                 <C>
         9/9/97           Employee              7,500             $2.875
         7/1/97           Employee              5,000             $2.625
         5/27/97          Directors            15,000             $3.250
         5/27/97          Officers             10,000             $3.250
         5/27/97          Employees            25,500             $3.250
         2/27/97          Officers             25,000             $3.125
         2/27/97          Employees            47,000             $3.125
         8/22/96          Officer              20,000             $3.000
                                              -------
         Total:                               155,000
                                              =======
</TABLE>

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

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

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

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

         The following exhibits are filed herewith:
<TABLE>
<CAPTION>
         Number              Description
         ------              -----------
<S>                          <C>
         10.1                Amendment, dated September 15, 1997, to
                             Financing Agreement among the Corporation,
                             United Retail Incorporated and The CIT
                             Group/Business Credit, Inc. ("CIT")

         27                  Financial Data Schedule
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1                Financing Agreement, dated August 15, 1997, among
                             the Corporation, United Retail Incorporated and CIT

         10.2*               Amendment No. 1 to Restated Supplemental Retirement
                             Savings Plan
</TABLE>
<PAGE>   17
         The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended February 1, 1997 are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         13                  Sections of 1996 Annual Report to Stockholders
                             (including opinion of Independent Public
                             Accountants) that are incorporated by reference in
                             response to the items of the Annual Report on Form
                             10-K

         23.1                Consent of Independent Public Accountants for the
                             Corporation
</TABLE>

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:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1*               Restated Supplemental Retirement Savings Plan
</TABLE>

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1*               Severance Pay Agreement, dated May 28, 1996,
                             between the Corporation and Raphael Benaroya

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

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

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

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.3*               Employment Agreement, dated March 1, 1996 , between
                             the Corporation and Kenneth P. Carroll
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1                Amended and Restated Gloria Vanderbilt Intimate
                             Apparel Sublicense Agreement, dated May 22, 1995,
                             between United Retail Incorporated and American
                             Licensing Group Limited Partnership ("ALGLP")

         10.2                Gloria Vanderbilt Sleepwear Sublicense Agreement,
                             dated May 22, 1995, between United Retail
                             Incorporated and ALGLP
</TABLE>
<PAGE>   18
The following exhibits to the Corporation's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1*               Incentive Compensation Program Summary

         21                  Subsidiaries of the Corporation
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.2*               Letter from the Corporation to Raphael Benaroya and
                             George R. Remeta, dated May 20, 1994, regarding
                             their respective Restated Employment Agreements,
                             dated November 1, 1991
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.3                Amendment, dated December 6, 1993, to Credit Plan
                             Agreement between the Corporation and Citibank
                             (South Dakota), N.A. ("Citibank")

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

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         4.1                 Amended By-Laws of the Corporation, as amended June
                             1, 1993

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

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
<PAGE>   19
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>

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

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

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

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         3.1                 Amended and Restated Certificate of Incorporation
                             of the Corporation

         4.1                 Specimen Certificate for Common Stock of the
                             Corporation

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

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

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

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

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

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

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

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

         10.30*              Performance Option Agreement, dated July 17, 1989,
                             between the Corporation, then known as Lernmark,
                             Inc., and Raphael Benaroya and First Amendment
                             thereto dated November 1, 1991

         10.31*              Performance Option Agreement, dated July 17, 1989,
                             between the Corporation and George R. Remeta and
                             First Amendment thereto dated November 1, 1991

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

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

         10.34*              1991 Stock Option Agreement, dated November 1,
                             1991, between the Corporation and George R. Remeta
</TABLE>
<PAGE>   20
<TABLE>
<S>                          <C>
         10.38               Management Services Agreement, dated August 26,
                             1989, between American Licensing Group, Inc. and
                             ALGLP

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

         10.43               Credit Plan Agreement, dated June 3, 1992, among
                             the Corporation, Sizes Unlimited, Inc. and Citibank
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         99.10               Amendment No. 2, dated February 1, 1997, to
                             Restated Stockholders' Agreement, dated December
                             23, 1992, between the Corporation and certain of
                             its stockholders
</TABLE>

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

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

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

         (b) No Current Reports on Form 8-K were filed by the Corporation during
the fiscal quarter ended November 1, 1997
<PAGE>   21
                                   SIGNATURES


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

(Registrant)               UNITED RETAIL GROUP, INC.

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

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

Date:                       December 8, 1997
<PAGE>   22
                                  EXHIBIT INDEX

         The following exhibits are filed herewith:
<TABLE>
<CAPTION>
         Number             Description
         ------             -----------
<S>                         <C>
         10.1               Amendment, dated September 15, 1997, to
                            Financing Agreement among the Corporation,
                            United Retail Incorporated and The CIT
                            Group/Business Credit, Inc. ("CIT")

         27                 Financial Data Schedule
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing   Description
         ----------------   -----------
<S>                         <C>
         10.1               Financing Agreement, dated August 15, 1997, among
                            the Corporation, United Retail Incorporated and CIT

         10.2*              Amendment No. 1 to Restated Supplemental Retirement
                            Savings Plan
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         13                  Sections of 1996 Annual Report to Stockholders
                             (including opinion of Independent Public
                             Accountants) that are incorporated by reference in
                             response to the items of the Annual Report on Form
                             10-K

         23.1                Consent of Independent Public Accountants for the
                             Corporation
</TABLE>

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:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>

         10.1*               Restated Supplemental Retirement Savings Plan
</TABLE>

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1*               Severance Pay Agreement, dated May 28, 1996,
                             between the Corporation and Raphael Benaroya

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

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

The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*
<PAGE>   23
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, is incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.3*               Employment Agreement, dated March 1, 1996 , between
                             the Corporation and Kenneth P. Carroll
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1                Amended and Restated Gloria Vanderbilt Intimate
                             Apparel Sublicense Agreement, dated May 22, 1995,
                             between United Retail Incorporated and American
                             Licensing Group Limited Partnership ("ALGLP")

         10.2                Gloria Vanderbilt Sleepwear Sublicense Agreement,
                             dated May 22, 1995, between United Retail
                             Incorporated and ALGLP
</TABLE>

The following exhibits to the Corporation's Annual Report on Form 10-K for the
year ended January 28, 1995 are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.1*               Incentive Compensation Program Summary

         21                  Subsidiaries of the Corporation
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.2*               Letter from the Corporation to Raphael Benaroya and
                             George R. Remeta, dated May 20, 1994, regarding
                             their respective Restated Employment Agreements,
                             dated November 1, 1991
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         10.3                Amendment, dated December 6, 1993, to Credit Plan
                             Agreement between the Corporation and Citibank
                             (South Dakota), N.A. ("Citibank")

         10.4                Term Sheet Agreement, dated as of May 4, 1993, with
                             respect to Amended and Restated Gloria Vanderbilt
                             Hosiery Sublicense Agreement
</TABLE>
<PAGE>   24
The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 31, 1993 are incorporated herein by reference.

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         4.1                 Amended By-Laws of the Corporation, as amended June
                             1, 1993

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

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*

The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         4.2                 Restated Stockholders' Agreement, dated December
                             23, 1992, between the Corporation and certain of
                             its stockholders

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

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

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         3.1                 Amended and Restated Certificate of Incorporation
                             of the Corporation

         4.1                 Specimen Certificate for Common Stock of the
                             Corporation

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

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

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

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

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

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

         10.25*              Restated Employment Agreement, dated November 1,
                             1991, between the Corporation and George R. Remeta
</TABLE>
<PAGE>   25
<TABLE>
<S>                          <C>
         10.29*              Restated 1989 Management Stock Option Plan, dated
                             November 1, 1991

         10.30*              Performance Option Agreement, dated July 17, 1989,
                             between the Corporation, then known as Lernmark,
                             Inc., and Raphael Benaroya and First Amendment
                             thereto dated November 1, 1991

         10.31*              Performance Option Agreement, dated July 17, 1989,
                             between the Corporation and George R. Remeta and
                             First Amendment thereto dated November 1, 1991

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

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

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

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

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

         10.43               Credit Plan Agreement, dated June 3, 1992, among
                             the Corporation, Sizes Unlimited, Inc. and Citibank
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing    Description
         ----------------    -----------
<S>                          <C>
         99.10               Amendment No. 2, dated February 1, 1997, to
                             Restated Stockholders' Agreement, dated December
                             23, 1992, between the Corporation and certain of
                             its stockholders
</TABLE>

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

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