Exhibit No. 10.2
                                                           ----------------




                  AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


         This AMENDMENT NO. 1 made as of the 29th day of November, 2001, to
the Employment Agreement made as of the 20th day of November, 1998 (the
"Agreement"), between UNITED RETAIL GROUP, INC., a Delaware corporation,
with principal offices at 365 West Passaic Street, Rochelle Park, New
Jersey 07662-6563, and GEORGE R. REMETA, residing at 25 Lee Way, Oakland,
New Jersey 07436.

         WHEREAS, the Executive has been employed by the Company as its
Vice Chairman, Secretary and Chief Administrative Officer;

         WHEREAS, the Company desires to continue the services of the
Executive, and the Executive desires to continue to provide such services
to the Company, on the terms set forth in the Agreement; and

         WHEREAS, the provisions of this Amendment were recommended by the
Compensation Committee of the Company's Board of Directors on November 28,
2001 and approved by the Company's Board of Directors on November 29, 2001
with the Executive abstaining.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:

1. Section 1(u) of the Agreement is amended to read in its entirety as follows:

                  "(u) Term of Employment shall mean the period of time
                  commencing on November 20, 1998 and ending on July 30,
                  2006 or such later date as may be mutually agreed upon by
                  the Company and the Executive."

2. Section 4(a) of the Agreement is amended to read in its entirety as follows:

                  "(a) A base salary, payable in accordance with the
                  regular executive payroll practices of the Company, at a
                  rate of $450,000 per annum during the period ending on
                  January 31, 2002 and thereafter at such higher rate as
                  may be determined by the Compensation Committee of the
                  Board of Directors, but in any event base salary shall
                  increase as of February 1, 2002 by a percentage at least
                  equal to the increase in the Consumer Price Index for all
                  Urban Consumers for New York and Northern New Jersey
                  published by the Bureau of Labor Statistics of the
                  Department of Labor ("CPI") since January 31, 2001 and
                  shall increase as of each anniversary of February 1, 2002
                  by a percentage at least equal to the increase, if any,
                  in the CPI since the previous January 31st (as increased
                  from time to time, the "Base Salary").

3. Section 4(b) of the Agreement is amended to read in its entirety as follows:

                  "(b) The Executive shall continue to be eligible to
                  receive, and the Company shall continue to pay, a
                  semi-annual cash incentive compensation payment
                  ("Performance Bonus") based on the Company's consolidated
                  operating income for the six-month periods ending January
                  31st and July 31st, respectively. The Executive's
                  participation percentage shall be 50% with a semi-annual
                  award ranging from zero to 100% of Base Salary for the
                  six-month period in accordance with the Summary Plan
                  Description for United Retail Group, Inc. Incentive
                  Compensation Program for Executives as of August 4, 2001,
                  provided, however, that the Performance Bonus shall be
                  earned and fully vested in the Executive as of January
                  31st or July 31st, as the case may be, whether or not the
                  Executive shall remain in the Company's employ after the
                  Performance Bonus shall have vested and provided,
                  further, that the Performance Bonus shall be paid to the
                  Executive as soon as practicable after the consolidated
                  operating income for the period in question shall be
                  determined."

4. Section 11(e) of the Agreement is amended to read in its entirety as follows:

                  "(e) The Executive shall be bound by the provisions of
                  Section 11(a) and (d), and shall perform his obligations
                  pursuant to Section 11(a) and (d), while employed by the
                  Company and for 36 months thereafter, provided, however,
                  that in the event of Termination Without Cause or
                  resignation by the Executive in accordance with Section
                  14(c), the Executive shall be bound by the provisions of
                  Section 11(a) and (d), and shall perform his obligations
                  pursuant to Section 11(a) and (d), only in the event that
                  the Company shall pay his Severance Pay in accordance
                  with the provisions of Section 14(b) no later than the
                  15th day after the termination of the Executive's
                  employment under this Agreement or his Resignation
                  Compensation in accordance with the provisions of Section
                  14(c) no later than the 15th day after the effective date
                  of the Executive's resignation, as the case may be, and
                  provided, further, that the Executive, after receiving
                  Severance Pay or Resignation Compensation within such
                  15-day period, shall have the right at any time to refund
                  one-third of the Severance Pay or Resignation
                  Compensation to the Company, in which event the length of
                  his obligations pursuant to Section 11(a) and (d) shall
                  be reduced from 36 months after employment to 24 months
                  after employment. For purposes of the first proviso in
                  the preceding sentence only, payment of Severance Pay or
                  Resignation Compensation within the time specified above
                  in an amount at least equal to the amount determined in
                  advance to be due and owing to the Executive by a firm of
                  independent public accountants of nationally recognized
                  standing shall satisfy the condition of said proviso, and
                  cause the Executive to be bound by the provisions of
                  Section 11(a) and (d), and shall obligate the Executive
                  to perform his obligations pursuant to Section 11(a) and
                  (d), even if such amount is less than the amount actually
                  due and owing."

5. All the other provisions of the Agreement shall remain in force unchanged.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in Rochelle Park, New Jersey, in duplicate originals on November
30, 2001.

                                      UNITED RETAIL GROUP, INC.


                                      By:  RAPHAEL BENAROYA
                                         --------------------------------------
                                      Name:  Raphael Benaroya
                                      Title: Chairman of the Board


                                      GEORGE R. REMETA
                                      -----------------------------------------
                                      George R. Remeta

GRR Amend to Employment Agr.
KPC:jw