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 3, 2001

                                     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 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)


         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 3, 2001, 13,191,133 units, each consisting of one
share of the registrant's common stock, $.001 par value per share, and one
stock purchase right, were outstanding. The units are referred to herein as
"shares."


                       PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
        Item 1. FINANCIAL STATEMENTS                          UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                                                                       CONSOLIDATED BALANCE SHEETS
                                                                          (dollars in thousands)

                                                                         November 3,            February 3,          October 28,
                                                                             2001                   2001                2000
                                                                     ---------------------     ---------------      --------------
                                                     ASSETS              (Unaudited)                                 (Unaudited)
        <S>                                                          <C>                        <C>                   <C>
        Current assets:
           Cash and cash equivalents                                              $18,234          $36,781              $39,503
           Accounts receivable                                                      3,319            2,573                3,927
           Inventory                                                               68,886           59,002               68,527
           Prepaid rents                                                            4,785            4,425                4,196
           Other prepaid expenses                                                   4,996            3,555                4,121
           Deferred taxes                                                               0                0                  581
                                                                     ---------------------      -----------       --------------
              Total current assets                                                100,220          106,336              120,855

        Property and equipment, net                                                87,658           77,651               75,197
        Deferred charges and other intangible assets,
          net of accumulated amortization of $3,033, $2,656
          and $2,823                                                                7,484            6,786                6,883
        Deferred income taxes                                                       1,206              589                    0
        Other assets                                                                  200              268                  299
                                                                     ---------------------     ------------       --------------
            Total assets                                                         $196,768         $191,630             $203,234
                                                                     =====================     ============       ==============

                                                     LIABILITIES
        Current liabilities:
          Current portion of distribution center financing                         $1,407           $1,367               $1,302
          Accounts payable and other                                               38,567           32,746               44,425
          Accrued expenses                                                         22,291           22,373               23,388
          Deferred income taxes                                                       185              283                    0
                                                                     ---------------------     ------------       --------------
            Total current liabilities                                              62,450           56,769               69,115

        Distribution center financing                                               5,551            6,616                6,958
        Other long-term liabilities                                                 6,372            6,449                6,280
                                                                     ---------------------     ------------       --------------
            Total liabilities                                                      74,373           69,834               82,353
                                                                     ---------------------     ------------       --------------

                                                STOCKHOLDERS' EQUITY
        Preferred stock, $.001 par value;
           authorized 1,000,000; none issued
           Series A junior participating preferred stock,
           $.001 par value;
           authorized 150,000; none issued
        Common stock, $.001 par value; authorized                                      14               14                   14
           30,000,000;  issued (14,236,000; 14,231,000
           and 14,215,400);  outstanding (13,191,133;
           13,268,633 and 13,314,033)
        Additional paid-in capital                                                 80,375           80,269               80,239
        Retained earnings                                                          46,757           45,703               44,511
        Treasury stock (1,044,867; 962,367 and 901,367
           shares) at cost                                                         (4,751)          (4,190)              (3,883)
                                                                     ---------------------     ------------       --------------
            Total stockholders' equity                                            122,395          121,796              120,881
                                                                     ---------------------     ------------       --------------
            Total liabilities and stockholders' equity                           $196,768         $191,630             $203,234
                                                                     =====================     ============       ==============


        The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>

<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 3,         October 28,           November 3,       October 28,
                                                      2001                2000                2001                2000
                                                 ----------------    ----------------    ----------------    ----------------


<S>                                                      <C>                 <C>                <C>                 <C>
Net sales                                                $96,641             $92,301            $312,790            $300,400

Cost of goods sold, including
  buying and occupancy costs                              75,858              71,653             238,455             230,311

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

   Gross profit                                           20,783              20,648              74,335              70,089

General, administrative and
  store operating expenses                                24,323              22,813              72,945              66,293
                                                 ----------------    ----------------    ----------------    ----------------

   Operating (loss) income                                (3,540)             (2,165)              1,390               3,796

Interest income, net                                          45                 515                 453               1,392
                                                 ----------------    ----------------    ----------------    ----------------

(Loss) income before income taxes                         (3,495)             (1,650)              1,843               5,188

(Benefit from) provision for income taxes                 (1,209)               (513)                789               2,160
                                                 ----------------    ----------------    ----------------    ----------------

   Net (loss) income                                     ($2,286)            ($1,137)             $1,054              $3,028
                                                 ================    ================    ================    ================

Net (loss) income per share
  Basic                                                   ($0.17)             ($0.09)              $0.08               $0.23
  Diluted                                                 ($0.17)             ($0.09)              $0.08               $0.22
                                                  ================    ================    ================    ================



Weighted average number of
   shares outstanding
       Basic                                          13,213,441          13,314,033          13,246,968          13,309,666
       Common stock equivalents
                (stock options)                                0                   0             242,089             263,411
                                                 ----------------    ----------------    ----------------    ----------------
       Diluted                                        13,213,441          13,314,033          13,489,057          13,573,077
                                                 ================    ================    ================    ================



The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>

<TABLE>
<CAPTION>

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

                                                                          Thirty-Nine Weeks Ended
                                                                          November 3,       October 28,
                                                                             2001               2000
                                                                        ----------------  ----------------
<S>                                                                     <C>               <C>
Cash Flows From Operating Activities:
    Net income                                                                   $1,054             $3,028
Adjustments to reconcile net income to net cash
  (used for) provided from operating activities:
    Depreciation and amortization of property and equipment                       8,004              6,722
    Amortization of deferred charges and other
      intangible assets                                                             395                353
    Loss on disposal of assets                                                       60                728
    Compensation expense                                                            233                233
    Deferred income taxes                                                          (715)             1,177
    Deferred lease assumption revenue amortization                                 (229)              (270)
    Tax benefit from exercise of stock options                                        0                 16
Changes in operating assets and liabilities:
    Accounts receivable                                                            (746)            (2,781)
    Income taxes                                                                    995               (295)
    Inventory                                                                    (9,884)           (13,204)
    Accounts payable and accrued expenses                                         3,648             19,537
    Prepaid expenses                                                             (1,801)            (2,052)
    Other                                                                        (1,102)                46
                                                                        ----------------  -----------------
Net Cash (Used For) Provided From Operating Activities                              (88)            13,238
                                                                        ----------------  -----------------

Investing Activities:
    Capital expenditures                                                        (18,199)           (19,346)
    Deferred payment for property and equipment                                   1,325              1,453
    Proceeds from sale of lease                                                     128                  0
                                                                        ----------------  -----------------

Net Cash Used In Investing Activities                                           (16,746)           (17,893)
                                                                        ----------------  -----------------

Financing Activities:
    Repayments of long-term debt                                                 (1,025)              (912)
    Issuance of loans to officers                                                  (141)              (146)
    Treasury stock acquired                                                        (561)                 0
    Exercise of stock options                                                        26                108
    Other                                                                           (12)              (115)
                                                                        ----------------  -----------------

Net Cash Used In Financing Activities                                            (1,713)            (1,065)
                                                                        ----------------  -----------------

Net decrease in cash and cash equivalents                                       (18,547)            (5,720)
Cash and cash equivalents, beginning of period                                   36,781             45,223
                                                                        ----------------  -----------------
Cash and cash equivalents, end of period                                        $18,234            $39,503
                                                                        ================  =================



The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>

                         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 3, 2001 and October 28, 2000 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 2000 Annual Report and 2000 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 to
the current year presentation.


2.      Net Income 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 plus the dilution of stock options with
the exception of the thirteen weeks ended November 3, 2001 and October 28,
2000, where the effect of stock options is anti-dilutive.

        Options to purchase shares of common stock which were not included
in the computation of diluted net income per share because the exercise
prices were greater than the average market price of the common shares were
as follows:\

<TABLE>
<CAPTION>
                                         Thirteen Weeks Ended            Thirty-Nine Weeks Ended
                                       ------------------------          -----------------------
                                      November 3,     October 28,           November 3,    October 28,
                                         2001            2000                  2001            2000
                                      ------------    -----------          -------------   -----------

<S>                                 <C>                 <C>               <C>              <C>
Options                                 840,072            941,100             842,472         941,100
Range of option prices per share    $7.56 - $15.13      $5.88 - $15.13     $7.56 - $15.13   $5.88 - $15.13
</TABLE>


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 is collateralized by the
material handling equipment in the distribution center.

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

        The Company and certain of its subsidiaries (collectively, the
"Companies") are parties to a Financing Agreement, dated August 15, 1997
(the "Financing Agreement") with The CIT Group/Business Credit,
Inc.("CIT"). The Financing Agreement provides a revolving line of credit
for a term ending August 15, 2004 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 3, 2001, the combined availability of the Companies was
$19.3 million, no balance was in the pledged account, the aggregate
outstanding amount of letters of credit arranged by CIT was $20.7 million
and no loan had been drawn down. The Company's cash on hand was
unrestricted.


4.      Income Taxes

<TABLE>
<CAPTION>

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

                                       Thirteen Weeks Ended                     Thirty-Nine Weeks Ended
                                    -------------------------                    ------------------------
                                    November 3,        October 28,               November 3,    October 28,
                                          2001               2000                  2001               2000
                                   ----------------    --------------           ------------    -----------

<S>                                  <C>              <C>                       <C>               <C>
Currently payable:
        Federal                      $(1,213)          $(1,538)                 $1,270             $769
        State                            (21)              (65)                    234              214
                                         ----             ----                    ---               ---
                                      (1,234)           (1,603)                  1,504              983
                                      -------           ------                   -----              ---


Deferred:
        Federal                           20               961                    (589)             968
        State                              5               129                    (126)             209
                                           -               ---                    -----             ---
                                          25             1,090                    (715)           1,177
                                          --             -----                    -----           -----

                                     $(1,209)            $(513)                   $789           $2,160
                                     ========            ======                   ====           ======
</TABLE>


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

<TABLE>
<CAPTION>
                                                           Thirteen Weeks Ended
                                                ---------------------------------------------

                                                   November 3, 2001         October 28, 2000
                                                --------------------        -----------------

<S>                                             <C>        <C>              <C>        <C>
Tax at Federal rate                             $(1,222)    (35.0%)          $(578)     (35.0%)
State income taxes, net of
 federal benefit                                    (10)     (0.3%)             42        2.5%
Goodwill amortization                                18       0.5%              18        1.1%
Other                                                 5       0.2%               5        0.3%
                                               ---------   --------        -------     -------
                                                $(1,209)    (34.6%)          $(513)     (31.1%)
                                               ==========  ========        =======     ========
</TABLE>


<TABLE>
<CAPTION>
                                                        Thirty-Nine Weeks Ended
                                            ------------------------------------------------
                                                November 3, 2001        October 28, 2000
                                             --------------------      -----------------

<S>                                                <C>      <C>            <C>        <C>
Tax at Federal rate                                $647     35.0%          $1,816     35.0%
State income taxes, net of
 federal benefit                                     70      3.8%             275      5.3%
Goodwill amortization                                54      3.0%              54      1.0%
Other                                                18      1.0%              15      0.3%
                                                 ------    ------      ----------    ------

                                                  $789      42.8%          $2,160     41.6%
                                                  ====    =======          ======     =====
</TABLE>


        The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset as of November 3,
2001 are as follows (dollars in thousands):

         Net long-term asset:
                  Accruals and reserves                    $2,940
                  State NOL's                                1,080
                  Compensation                                414
                  Depreciation                              (3,228)
                                                            -------
                                                            $1,206
                                                            -------

         Net current liability:
                  Prepaid rent                             $1,702
                  State NOL's                                (280)
                  Accruals and reserves                      (456)
                  Inventory                                  (781)
                                                             -----
                                                             $185
                                                             -----

                  Net deferred tax asset                   $1,021
                                                           =======

        Future realization of the tax benefits attributable to the existing
deductible temporary differences and NOL carryforwards ultimately depends
on the existence of sufficient taxable income within the carryforward
period available under the tax law at the time of the tax deduction. Based
on management's assessment, it is more likely than not that the net
deferred tax asset will be realized through future taxable earnings or
available carrybacks. The NOL's are scheduled to expire beginning in fiscal
2001 through fiscal 2015.


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, totalling approximately $2.3 million. Interest on the
advances at the prime rate through NOvember 30, 2001 was approximately $0.5
million. The advances and interest through November 30, 2001 are
represented by Mr. Benaroya's promissory note, dated November 30, 2001, in
the amount of approzximately $2.8 million with a term of two years. Payment
of the note is secured by a pledge of 899,719 shares of the Company's
Common Stock, equivalent to the shares issued upon the option exercises.
The note is a full recourse obligation. The principal of the note is
payable in two installments, approximately $0.5 million on November 30,
2002 and the balance on November 18, 2003. Interest on the note is payable
annually in cash at the prime rate.


6.      Stock Appreciation Rights Plan

        Commencing May 2000, each nonmanagement Director received an annual
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 under the Company's 1999 Stock Option Plan. The payment will be an
amount equivalent to the equity in the option that is being exercised, that
is, the excess of the then current market price of the shares issued over
the sum of the exercise price paid by the Director and any personal income
tax withholding on the gain arising from the exercise.


7.      Segment Information

        The Company operates its business in two reportable segments:
Avenue Retail and Shop @ Home (see Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Quarterly Report on
Form 10-Q for the period ended November 3, 2001). In deciding how to
allocate resources and assess performance, the Company regularly evaluates
the performance of its operating segments on the basis of net sales and
earnings from operations.

        Certain information relating to the Company's reportable operating
segments is set forth below (dollars in thousands):

<TABLE>
<CAPTION>
                                     Thirteen Weeks Ended                   Thirty-Nine Weeks Ended
                                   -------------------------                -----------------------
                                    November 3,  October 28,                November 3,  October 28,
                                      2001          2000                      2001          2000
                                 -------------- ------------                -----------  -----------


<S>                                  <C>               <C>                <C>              <C>
Net sales:
        Avenue Retail                $94,586           $89,187            $303,397          $294,210
        Shop @ Home                    2,055             3,114               9,393             6,190
                                       -----             -----               -----             -----

                                     $96,641            $92,301           $312,790          $300,400
                                     =======            =======           ========          ========


Earnings from operations*:
        Avenue Retail                  $(767)           $2,621             $12,459            $16,469
        Shop @ Home                   (1,230)           (2,518)             (4,554)            (4,916)
                                      -------          --------           ---------           -------

                                     $(1,997)          $   103             $ 7,905            $11,553
                                     ========          =======             =======            =======
</TABLE>


        * Represents earnings from operations before unallocated corporate
expenses and net interest income.

        The Company evaluates the performance of its assets on a
consolidated basis. Therefore, separate financial information for the
Company's assets on a segment basis is not available.

        The following table sets forth a reconciliation of the reportable
segment's earnings from operations to the Company's consolidated (loss)
income before income taxes (dollars in thousands):

<TABLE>
<CAPTION>

                                     Thirteen Weeks Ended             Thirty-Nine Weeks Ended
                                   ------------------------------    -----------------------
                                    November 3,      October 28,     November 3,  October 28,
                                          2001            2000          2001         2000
                                     --------------  -------------    ----------  ---------

<S>                                  <C>                <C>              <C>        <C>
Earnings from operations
   for reportable segments           $(1,997)           $103             $7,905    $11,553

Unallocated
      corporate expenses              (1,543)         (2,268)            (6,515)    (7,757)

Interest income, net                      45             515                453      1,392
                                          --             ---                ---      -----

Income before
    income taxes                     $(3,495)        $(1,650)             $1,843     $5,188
                                     ========        ========             ======     ======
</TABLE>


8.      New Accounting Pronouncements

        In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations" and No. 142 "Goodwill and Other Intangible Assets". The
Company will adopt SFAS No. 141 and SFAS No. 142 in the first quarter of
fiscal 2002. In October 2001, the Financial Accounting Standards Board
issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". The Company is currently evaluating the impact, if any,
of adopting SFAS No. 144 on the financial statements in fiscal 2002.


9.      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.

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

Third Quarter Fiscal 2001 Versus Third Quarter Fiscal 2000

Net sales for the third quarter of fiscal 2001 increased 4.7% from the third
quarter of fiscal 2000, to $96.6 million from $92.3 million, from an increase
in both average price and unit volume. Comparable store sales for the third
quarter of fiscal 2001 decreased 1.4%. Average stores open increased from 505
to 546. Internet and catalog sales (collectively, "shop@home sales") were $2.1
million in the third quarter of fiscal 2001 compared with $3.1 million in the
third quarter of fiscal 2000. Shop@home sales declined because the Company no
longer mailed CLOUDWALKERS.COM(R) catalogs for footwear. Other shop@home sales
increased slightly.

Gross profit was $20.8 million in the third quarter of fiscal 2001 compared
with $20.6 million in the third quarter of fiscal 2000, decreasing as a
percentage of net sales to 21.5% from 22.4%. The decrease in gross profit as a
percentage of net sales was attributable primarily to higher occupancy costs
resulting from more new stores whose sales have not yet reached maturity.
Gross profit in the future is subject to the uncertainties and other risk
factors referred to under the caption "Future Results."

General, administrative and store operating expenses increased to $24.3
million in the third quarter of fiscal 2001 from $22.8 million in the third
quarter of fiscal 2000, principally as a result of an increase in store
payroll. As a percentage of net sales, general, administrative and store
operating expenses increased to 25.2% from 24.7%.

During the third quarter of fiscal 2001, the operating loss was $3.5 million
compared with $2.2 million in the third quarter of fiscal 2000. Operating loss
reflects the results of two business segments, retail store sales and
shop@home sales. During the third quarter of fiscal 2001, the loss from
operations before unallocated corporate expenses and net interest income
(combined, "unallocated expenses") was $0.8 million from retail store sales
and $1.2 million from shop@home sales. During the third quarter of fiscal
2000, the income (loss) from operations before unallocated expenses was $2.6
million from retail store sales and ($2.5 million) from shop@home sales.

Net interest income was $45,000 in the third quarter of fiscal 2001 and
$515,000 in the third quarter of fiscal 2000, as a result of lower cash
balances and lower interest rates.

The Company had a benefit from income taxes of $1.2 million in the third
quarter of fiscal 2001 and $0.5 million in the third quarter of fiscal 2000.

The Company had a net loss of $2.3 million in the third quarter of fiscal 2001
and of $1.1 million in the third quarter of fiscal 2000.

First 39 Weeks Fiscal 2001 Versus First 39 Weeks Fiscal 2000

Net sales for the first 39 weeks of fiscal 2001 increased 4.1% from the first
39 weeks of fiscal 2000, to $312.8 million from $300.4 million, principally
from an increase in average price. Comparable store sales for the first 39
weeks of fiscal 2001 decreased 2.7%. Average stores open increased from 504 to
537. Shop@home sales were $9.4 million in the first 39 weeks of fiscal 2001
compared with $6.2 million in the first 39 weeks of fiscal 2000, increasing
principally as a result of the AVENUE(R) catalog having been launched in
September 2000.

Gross profit was $74.3 million in the first 39 weeks of fiscal 2001 compared
with $70.1 million in the first 39 weeks of fiscal 2000, increasing as a
percentage of net sales to 23.8% from 23.3%. The increase in gross profit as a
percentage of net sales was attributable primarily to higher margins partially
offset by higher buying and occupancy costs.

General, administrative and store operating expenses increased to $72.9
million in the first 39 weeks of fiscal 2001 from $66.3 million in the first
39 weeks of fiscal 2000, principally as a result of an increase in store
payroll. As a percentage of net sales, general, administrative and store
operating expenses increased to 23.3% from 22.1%.

During the first 39 weeks of fiscal 2001, operating income was $1.4 million
compared with $3.8 million in the first 39 weeks of fiscal 2000. Operating
income reflects the results of two business segments, retail store sales and
shop@home sales. During the first 39 weeks of fiscal 2001, income (loss) from
operations before unallocated expenses was $12.5 million from retail store
sales and ($4.6 million) from shop@home sales compared with $16.5 million from
retail store sales and ($4.9 million) from shop@home sales during the first 39
weeks of fiscal 2000.

Net interest income was $0.5 million in the first 39 weeks of fiscal 2001 and
$1.4 million in the first 39 weeks of fiscal 2000, as a result of lower cash
balances and lower interest rates.

The Company had a provision for income taxes of $0.8 million in the first 39
weeks of fiscal 2001 and $2.2 million in the first 39 weeks of fiscal 2000.

The Company had net income of $1.1 million in the first 39 weeks of fiscal
2001 and of $3.0 million in the first 39 weeks of fiscal 2000.

Liquidity and Capital Resources

The Company's cash and cash equivalents decreased to $18.2 million at November
3, 2001 from $39.5 million at October 28, 2000 and $36.8 million at February
3, 2001. Property and equipment, net increased to $87.7 million at November 3,
2001 from $75.2 million at October 28, 2000 and $77.7 million at February 3,
2001, primarily from constructing new stores and remodeling existing stores.

Inventory increased to $68.9 million at November 3, 2001 from $68.5 million at
October 28, 2000 and $59.0 million at February 3, 2001, as a result of a
higher store count. During fiscal 2000, the highest inventory level was $69.9
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.

Import purchases are made in U.S. dollars, are generally financed by trade
letters of credit and constituted approximately 59% of total purchases in
fiscal 2000.

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, 2004 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 3, 2001, letters of credit for the account of
the Companies and supported by CIT were outstanding in the amount of $20.7
million.

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 season, and (y) the balance in an account in
its name that has been pledged to the lenders (a "Pledged Account"). (At
November 3, 2001, the combined availability of the Companies was $19.3
million; the Pledged Account had a zero balance; the Companies' cash on hand
was unrestricted; and no loan had been drawn down.)

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, making loans, engaging in certain transactions with
affiliates, or consolidating, merging or making acquisitions outside the
ordinary course of business.

The Company believes that its cash on hand, the availability of short-term
trade credit and of credit under the Financing Agreement on a revolving basis,
and cash flows from future operating activities will be adequate for the next
12 months to meet its cash requirements, including (i) anticipated working
capital needs, including seasonal inventory financing, (ii) the cost of
distributing catalogs and marketing its Internet selling sites and (iii)
construction costs for the stores that it is committed to open (see, "Store
Expansion; Capital Expenditures"). 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."

Store Expansion; Capital Expenditures

The Company leased 552 stores at November 3, 2001, of which 388 stores were in
strip shopping centers, 135 stores were in malls, 23 stores were in downtown
shopping districts and 6 stores were in outlet malls. Total retail selling
space was 2.4 million square feet at November 3, 2001 and 2.1 million square
feet a year earlier. In the first 39 weeks of fiscal 2001, the Company opened
42 new stores with an average of approximately 4,700 square feet of retail
selling space and closed 13 smaller stores.

The Company has made commitments to lease and open approximately 13 new stores
during the fourth quarter of fiscal 2001. See, "Liquidity and Capital
Resources." Start-up costs will be expensed but are not expected to have a
material effect on general, administrative and store operating expenses.
During the fourth quarter of fiscal 2001, the Company plans to close at least
5 stores, the term of whose leases shall have expired.

Substantially all the construction cost of new stores has been capitalized.
Depreciation and amortization related principally to assets in stores and were
approximately $9.7 million in fiscal 2000 and are expected to total
approximately $11.3 million in fiscal 2001.

The Company currently has plans to lease and open from 20 to 30 new stores
during the first half of fiscal 2002. These plans will be reviewed at the end
of fiscal 2001.

Capital expenditures for the fourth quarter of fiscal 2001 are budgeted at
approximately $5 million.

This entire section constitutes forward-looking information under the Reform
Act, which is subject to the uncertainties and other risk factors referred to
under the caption "Future Results."

Shop @ Home

The Company has entered an additional channel of distribution for its
merchandise, Internet and catalog (collectively, "shop @ home") sales, to seek
to expand its customer base and to attract more business from its existing
customers, both in the stores and in the shop @ home channel of distribution.

The Company has mailed AVENUE(R) catalogs since September 2000 and has
operated an Internet site (www.avenue.com) since November 2000. The catalog
and website feature the Company's proprietary brands, AVENUE(R) apparel and
accessories and CLOUDWALKERS.COM(R) footwear. CLOUDWALKERS.COM(R) footwear is
also available at another Internet site (www.cloudwalkers.com) operated by the
Company.

Fulfillment of shop @ home sales has been outsourced.

There is no assurance of gross profit on shop @ home sales.

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. During the second quarter of fiscal 2001, expenses associated
with the submission of an unsuccessful bid to acquire the business of a
competitor were approximately $0.8 million and were included in general,
administrative and store operating expenses.

Tax Matters

The Company's federal income tax returns for fiscal 1994, fiscal 1995 and
fiscal 1996 were audited by the Internal Revenue Service and settled except
for the disallowance of a refund claim by the auditor. The disallowance was
affirmed by an IRS appeals officer and is the subject of mediation. The refund
claim, which has not been recorded, would affect stockholders' equity
positively rather than increasing the Company's earnings, if the disallowance
were overruled in mediation.

Future Results

The Company cautions that any forward-looking statements (as such term is
defined in the Reform Act) contained in this Report on Form 10-Q (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 for the fourth quarter of fiscal 2001 and for fiscal 2002
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; risks associated with the seasonality of the retail industry; risks
related to consumer acceptance of the Company's products and the ability to
develop new merchandise; 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; political instability and other risks associated
with foreign sources of production; postal rate increases; increases in paper
and printing costs; increases in interest rates; and availability of suitable
store locations on appropriate terms.




                          PART II - OTHER INFORMATION



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

         The following exhibits are filed herewith:

         Number              Description

         10.1*               Amendment, dated November 29, 2001, to Employment
                             Agreement, dated November 20, 1998, between the
                             Corporation and Raphael Benaroya
         10.2*               Amendment, dated November 29, 2001, to Employment
                             Agreement, dated November 20, 1998, between the
                             Corporation and George R. Remeta
         10.3*               Amendment, dated November 29, 2001, to Employment
                             Agreement, dated November 20, 1998, between the
                             Corporation and Kenneth P. Carroll
         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 Program
                             Agreement, dated January 27, 1998,
                             between the Corporation, United
                             Retail Incorporated and World
                             Financial Network National Bank
                             ("WFN") (Confidential portions
                             filed separately with the
                             Secretary of the Commission)
         10.6*               Promissory note, dated November 30, 2001, from
                             Raphael Benaroya to the Corporation


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

         Number in Filing           Description

         10.1*                      Incentive Compensation Program Agreement
         10.2*                      Restated Stock Appreciation Rights Plan

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

         The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended February 3, 2001 are incorporated herein by reference.

         Number in Filing           Description

         10.1*                      Promissory note, dated November 17, 2000,
                                    from Raphael Benaroya to the Corporation
         10.2                       Consent of Independent Accountants

         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 The CIT Group/Business
                           Credit, Inc., as Agent and Lender ("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 Employment
                            Agreement, dated November 20, 1998, between the
                            Corporation and Raphael Benaroya
         10.2*              Amendment, dated August 18, 2000, to Employment
                            Agreement, dated November 20, 1998, between the
                            Corporation and Kenneth P.
                            Carroll

         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

         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 among the Corporation,
                                    United Retail Incorporated and CIT

         The promissory note, dated November 18, 1999, from Raphael Benaroya
to the Corporation filed as the exhibit to Mr. Benaroya's Schedule 13D, dated
November 18, 1999, is incorporated herein by reference.*

         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 following exhibit to the Corporation's Current Report on Form
8-K, filed September 17, 1999, is incorporated herein by reference:

         Number in Filing           Description

         3                          Restated By-Laws of the Corporation

         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 exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 30, 1999 are incorporated herein by reference:

          Number in Filing          Description

         10.1                       Amendment, dated March 29, 1999, to
                                    Financing Agreement among the Corporation,
                                    United Retail Incorporated and CIT

         21                         Subsidiaries of the Corporation

          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*                      Employment Agreement, dated November 20,
                                    1998, between the Corporation and Raphael
                                    Benaroya

         10.2*                      Employment Agreement, dated November 20,
                                    1998, between the Corporation and George
                                    R. Remeta

         10.3*                      Employment Agreement, dated November 20,
                                    1998, between the Corporation and Kenneth
                                    P. Carroll

         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 Program Agreement,
                                    dated January 27, 1998, between the
                                    Corporation, United Retail Incorporated
                                    and WFN

         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 among the Corporation,
                                    United Retail Incorporated and CIT

         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, dated August 15,
                                    1997, among the Corporation, United Retail
                                    Incorporated and CIT

         10.2*                      Amendment No. 1 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)

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

--------------------
         *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 3, 2001.



                                  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)


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


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


Date: December 13, 2001





                                 EXHIBIT INDEX

ITEM 14.  EXHIBITS.

         The following exhibits are filed herewith:

         Number                     Description

         10.1*                      Amendment, dated November 29, 2001, to
                                    Employment Agreement, dated November 20,
                                    1998, between the Corporation and Raphael
                                    Benaroya

         10.2*                      Amendment, dated November 29, 2001, to
                                    Employment Agreement, dated November 20,
                                    1998, between the Corporation and George
                                    R. Remeta

         10.3*                      Amendment, dated November 29, 2001, to
                                    Employment Agreement, dated November 20,
                                    1998, between the Corporation and Kenneth
                                    P. Carroll

         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 Program Agreement,
                                    dated January 27, 1998, between the
                                    Corporation, United Retail Incorporated
                                    and World Financial Network National Bank
                                    ("WFN") (Confidential portions filed
                                    separately with the Secretary of the
                                    Commission)

         10.6*                      Promissory note, dated November 30, 2001,
                                    from Raphael Benaroya to the Corporation


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

         Number in Filing           Description

         10.1*                      Incentive Compensation Program Agreement

         10.2*                      Restated Stock Appreciation Rights Plan

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

         The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended February 3, 2001 are incorporated herein by reference.

         Number in Filing           Description

         10.1*                      Promissory note, dated November 17, 2000,
                                    from Raphael Benaroya to the Corporation

         10.2                       Consent of Independent Accountants

         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 The CIT Group/Business Credit,
                                    Inc., as Agent and Lender ("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
                                    Employment Agreement, dated November 20,
                                    1998, between the Corporation and Raphael
                                    Benaroya

         10.2*                      Amendment, dated August 18, 2000, to
                                    Employment Agreement, dated November 20,
                                    1998, between the Corporation and Kenneth
                                    P. Carroll

         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

         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 among the Corporation,
                                    United Retail Incorporated and CIT

         The promissory note, dated November 18, 1999, from Raphael Benaroya
to the Corporation filed as the exhibit to Mr. Benaroya's Schedule 13D, dated
November 18, 1999, is incorporated herein by reference.*

         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 following exhibit to the Corporation's Current Report on Form
8-K, filed September 17, 1999, is incorporated herein by reference:

         Number in Filing           Description

         3                          Restated By-Laws of the Corporation

         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 exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 30, 1999 are incorporated herein by reference:

         Number in Filing           Description

         10.1                       Amendment, dated March 29, 1999, to
                                    Financing Agreement among the Corporation,
                                    United Retail Incorporated and CIT

         21                         Subsidiaries of the Corporation

          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*                      Employment Agreement, dated November 20,
                                    1998, between the Corporation and Raphael
                                    Benaroya

         10.2*                      Employment Agreement, dated November 20,
                                    1998, between the Corporation and George
                                    R. Remeta

         10.3*                      Employment Agreement, dated November 20,
                                    1998, between the Corporation and Kenneth
                                    P. Carroll

         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 Program Agreement,
                                    dated January 27, 1998, between the
                                    Corporation, United Retail Incorporated
                                    and WFN

         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 among the Corporation,
                                    United Retail Incorporated and CIT

         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, dated August 15,
                                    1997, among the Corporation, United Retail
                                    Incorporated and CIT

         10.2*                      Amendment No. 1 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)

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

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