<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 August 2, 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 August 2, 1997, 12,190,375 shares of the registrant's common
stock, $.001 par value per share, were outstanding.
<PAGE>   3
Item 1. FINANCIAL STATEMENTS  UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)
<TABLE>
<CAPTION>
                                                               August 2,           February 1,            August 3,
                                                                 1997                 1997                  1996
                                                            ------------          ------------          ------------
                                  ASSETS                     (Unaudited)                                (Unaudited)
<S>                                                         <C>                   <C>                   <C>
Current assets:
   Cash and cash equivalents                                $     19,806          $     18,264          $     17,773
   Income taxes receivable                                            --                   229                    --
   Accounts receivable                                             1,351                 1,297                 1,619
   Inventory                                                      38,655                40,778                39,527
   Prepaid rents                                                   4,351                 4,485                 4,513
   Other prepaid expenses                                          2,854                 2,656                 2,857
   Deferred income taxes                                              --                    --                   463
                                                            ------------          ------------          ------------
      Total current assets                                        67,017                67,709                66,752

Property and equipment, net                                       51,237                54,892                58,552
Deferred charges and other intangible assets,
  net of accumulated amortization of $1,609, $1,490
  and $1,373                                                       7,105                 7,031                 6,997
Deferred income taxes                                                 --                    --                   763
Other assets                                                         251                   715                 1,087
                                                            ------------          ------------          ------------
    Total assets                                            $    125,610          $    130,347          $    134,151
                                                            ============          ============          ============

                                   LIABILITIES
Current liabilities:
  Current portion of distribution center financing          $      1,012          $        978          $        936
  Accounts payable, trade                                         11,731                16,543                14,200
  Accrued expenses                                                15,605                13,247                14,414
                                                            ------------          ------------          ------------
    Total current liabilities                                     28,348                30,768                29,550

Distribution center financing                                     10,844                11,355                11,856
Other long-term liabilities                                        7,443                 8,011                 8,983
                                                            ------------          ------------          ------------
    Total liabilities                                             46,635                50,134                50,389
                                                            ------------          ------------          ------------

                              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                                                  1,285                 2,523                 6,072
Treasury stock (490,000 shares) at cost                             (582)                 (582)                 (582)
                                                            ------------          ------------          ------------
    Total stockholders' equity                                    78,975                80,213                83,762
                                                            ------------          ------------          ------------
    Total liabilities and stockholders' equity              $    125,610          $    130,347          $    134,151
                                                            ============          ============          ============
</TABLE>


The accompanying notes are an integral part of the Consolidated Financial
Statements.
<PAGE>   4

                   UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                (dollars in thousands, except per share amounts)
                                   (Unaudited)

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

                                               August 2,            August 3,             August 2,             August 3,
                                                 1997                 1996                  1997                  1996
                                             ------------         ------------          ------------          ------------
<S>                                          <C>                  <C>                   <C>                   <C>
Net sales                                    $     93,076         $     96,178          $    180,098          $    185,051

Cost of goods sold, including
  buying and occupancy costs                       72,728               78,664               141,543               148,836
                                             ------------         ------------          ------------          ------------

   Gross profit                                    20,348               17,514                38,555                36,215

General, administrative and
  store operating expenses                         19,800               20,480                39,480                39,898
                                             ------------         ------------          ------------          ------------

   Operating income (loss)                            548               (2,966)                 (925)               (3,683)

Interest (income) expense, net                         11                  (34)                  113                   211
                                             ------------         ------------          ------------          ------------

Income (loss) before income taxes                     537               (2,932)               (1,038)               (3,894)

Provision (benefit) for income taxes                  186                 (944)                  200                (1,296)
                                             ------------         ------------          ------------          ------------

   Net income (loss)                         $        351         $     (1,988)         $     (1,238)         $     (2,598)
                                             ============         ============          ============          ============

Net income (loss) per
  common share                               $       0.03         $     ( 0.16)         $     ( 0.10)         $     ( 0.21)
                                             ============         ============          ============          ============


Weighted average number of
  common and common equivalent
   shares outstanding                          12,613,537           12,190,375            12,190,375            12,190,375
</TABLE>


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


<PAGE>   5
                   UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         Twenty-Six Weeks Ended
                                                                      ----------------------------
                                                                      August 2,          August 3,
                                                                        1997               1996
                                                                      ---------         ----------
<S>                                                                   <C>               <C>
Cash Flows From Operating Activities:
    Net loss                                                          $( 1,238)         $( 2,598)
Adjustments to reconcile net loss to net cash
  from operating activities:
    Depreciation and amortization of property and equipment              4,505             5,046
    Amortization of deferred charges and other
      intangible assets                                                    119               109
    Loss on disposal of assets                                             162               234
    Gain on sale of investments                                            (43)               --
    Compensation expense                                                    --                77
    Benefit from deferred income taxes                                      --              (415)
    Deferred lease assumption revenue amortization                        (259)             (272)
Changes in operating assets and liabilities:
    Accounts receivable                                                    (54)              151
    Income tax receivable                                                  229             2,719
    Inventory                                                            2,123               874
    Accounts payable and accrued expenses                               (2,598)             (790)
    Prepaid expenses                                                       (64)               39
    Other assets and liabilities                                          (501)             (277)
                                                                      --------          --------
Net Cash From Operating Activities                                       2,381             4,897
                                                                      --------          --------

Investing Activities:
    Capital expenditures                                                (1,012)           (3,097)
    Deferred payment for property and equipment                            144              (625)
    Proceeds from sale of investment                                       506              --
                                                                      --------          --------

Net Cash Used for Investing Activities                                    (362)           (3,722)
                                                                      --------          --------

Financing Activities:
    Repayments of long-term debt                                          (477)             (442)
                                                                      --------          --------

Net Cash Used for Financing Activities                                    (477)             (442)
                                                                      --------          --------

Net increase in cash and cash equivalents                                1,542               733
Cash and cash equivalents, beginning of period                          18,264            17,040
                                                                      --------          --------
Cash and cash equivalents, end of period                              $ 19,806          $ 17,773
                                                                      ========          ========
</TABLE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1.     BASIS OF PRESENTATION

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

            The consolidated financial statements as of and for the thirteen and
twenty-six weeks ended August 2, 1997 and August 3, 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 The Chase Manhattan Bank ("Chase") were parties to
agreements providing two credit facilities. The first facility provided for the
issuance by Chase of trade letters of credit for the account of the Company in
an aggregate amount at any time of up to $25.0 million, of which $22.1 million
was utilized at August 2, 1997. The second facility provided for
<PAGE>   7
revolving credit loans totaling a maximum of $15.0 million. As of August 2,
1997, the Company had not drawn upon its revolving credit facility except to
issue standby letters of credit totaling $4.0 million as collateral for
obligations under casualty insurance policies.

            See Subsequent Event (Note 7).


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 will be amortized against rent expense over the life of the assumed
leases.


5.      INCOME TAXES

            The provision (benefit) for income taxes consists of (dollars in
thousands):
<TABLE>
<CAPTION>
                              Thirteen Weeks Ended             Twenty-Six Weeks Ended
                           --------------------------        ----------------------------
                           August 2,        August 3,        August 2,          August 3,
                             1997             1996             1997               1996
                           ---------        ---------        ---------          ---------
<S>                         <C>              <C>              <C>              <C>
Currently payable:
            Federal         $   128          $  (672)         $   128          $  (914)
            State                58              115               72               33
                            -------          -------          -------          -------
                                186             (557)             200             (881)
                            -------          -------          -------          -------

Deferred:
            Federal               0             (317)               0             (340)
            State                 0              (70)               0              (75)
                            -------          -------          -------          -------
                                  0             (387)               0             (415)
                            -------          -------          -------          -------

                            $   186          $  (944)         $   200          $(1,296)
                            =======          =======          =======          =======
</TABLE>



            Reconciliation of the provision (benefit) for income taxes from the
U.S. Federal statutory rate to the Company's effective rate is as follows:
<PAGE>   8
<TABLE>
<CAPTION>
                                                  Thirteen Weeks Ended
                                   -----------------------------------------------------
                                      August 2, 1997                  August 3, 1996
                                   ----------------------        -----------------------
<S>                                <C>             <C>            <C>            <C>
Tax at Federal rate (34%)          $ 182           34.0%          $(997)         (34.0%)
State income taxes, net of            21            3.9%             30            1.0%
 federal benefit
Goodwill amortization                 18            3.3%             18            0.6%
Other                                  7            1.3%              5            0.2%
Change in valuation allowance        (42)          (7.9%)             0            0.0%
                                   -----           ----           -----           -----
                                   $ 186           34.6%          $(944)          (32.2%)
                                   =====           ====           =====           =====
</TABLE>


<TABLE>
<CAPTION>
                                                     Twenty-Six Weeks Ended
                                   ----------------------------------------------------------
                                      August 2, 1997                     August 3, 1996
                                   ----------------------          --------------------------
<S>                                <C>               <C>            <C>               <C>
Tax at Federal rate (34%)          $  (353)          (34.0%)        $(1,324)          (34.0%)
State income taxes, net of             (15)          (1.4%)             (27)           (0.7%)
 federal benefit
Goodwill amortization                   35            3.4%               35             0.9%
Other                                   11            1.0%               20             0.5%
Change in valuation allowance          522           50.2%                0             0.0%
                                   -------          -----           -------           -----
                                   $   200           19.2%          $(1,296)          (33.3%)
                                   =======          =====           =======           =====
</TABLE>

     The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset are as follows:
<TABLE>
<S>                                            <C>
Assets:
    Inventory                                  $   184
    Accruals and reserves                        1,152
    Compensation                                 1,716
    NOL and credit carryforwards                 2,817
                                               -------
                                                 5,869
Liabilities:
    Depreciation                                (1,859)
    Prepaid rent                                  (860)
    Valuation allowance                         (3,150)
                                               -------
                                                (5,869)

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
<PAGE>   9
and/or carryforward period available under the tax law at the time of the tax
deduction. As of August 2, 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 August 2, 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.


6.      SUPPLEMENTAL CASH FLOW INFORMATION

            Net cash flow from operating activities includes cash payments for
interest and income taxes as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                       Thirteen Weeks Ended              Twenty-Six Weeks Ended
                                    ---------------------------       ---------------------------
                                     August 2,       August 3,         August 2,         August 3,
                                       1997            1996              1997               1996
                                    ------------    -----------       -----------       ---------
<S>                                   <C>              <C>              <C>              <C>
Cash interest:

Interest expense
(income), net per
statements of income                  $    11          $   (34)         $   113          $   211

Less: Non-cash
interest income (expense)                  (3)              34              (13)              20
                                      -------          -------          -------          -------

Net cash interest,
including interest income
of $260, $299,
$437 and $495                         $     8          $     0          $   100          $   231
                                      =======          =======          =======          =======

Income tax payments (refunds)         $    54          $(2,995)         $    70          $(4,038)
                                      =======          =======          =======          =======
</TABLE>
<PAGE>   10
7.      SUBSEQUENT EVENT

         The Company and United Retail Incorporated, its subsidiary,
(collectively, the "Companies") are parties to a Financing Agreement, dated
August 15, 1997, with The CIT Group/Business Credit, Inc.(the "Financing
Agreement"). 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 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 a bank account that
has been pledged to the lenders. The Companies' other bank accounts are
unencumbered.

         At August 30, 1997, the combined availability of the Companies was $7.9
million, the amount on deposit in the pledged bank account was $2.5 million; the
aggregate outstanding amount of letters of credit was $26.8 million and no loan
has been drawn down. Unrestricted cash on hand was $21.3 million.
<PAGE>   11
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SECOND QUARTER FISCAL 1997 VERSUS SECOND QUARTER FISCAL 1996

         Net sales for the second quarter of Fiscal 1997 decreased 3.2% from the
second quarter of Fiscal 1996, to $93.1 million from $96.2 million, principally
from a decrease in sales volume partially offset by an increase in average
price. Average stores open decreased from 582 to 560; see, "Properties,"
regarding the Company's real estate plan. Comparable store sales for the second
quarter of Fiscal 1997 declined 0.2%. (In August 1997, net sales decreased 6.5%
from August 1996, to $23.1 million from $24.7 million; comparable store sales
for August 1997 declined 3.7%.) There is no assurance that net sales, sales
volume and comparable store sales will not continue to decrease.

         Gross profits increased by $2.8 million to $20.3 million in the second
quarter of Fiscal 1997 from $17.5 million in the second quarter of Fiscal 1996,
increasing as a percentage of net sales to 21.9% from 18.2%. The increase in
gross profits as a percentage of net sales was primarily attributable to an
increase in the merchandise margin rate.

         General, administrative and store operating expenses were $19.8 million
in the second quarter of Fiscal 1997, compared to $20.5 million in the
comparable quarter of the previous year. As a percentage of net sales, general,
administrative and store operating expenses remained 21.3%.

         During the second quarter of Fiscal 1997, the Company had operating
income of $0.5 million compared to an operating loss of $3.0 million in the
comparable quarter of the previous year. Operating income in the second quarter
of Fiscal 1997 was 0.6% of net sales.

         Net interest expense was $11,000 in the second quarter of Fiscal 1997 
compared with net interest income of $34,000 in the comparable quarter of
the previous year.

         The Company had a provision for income taxes of $0.2 million in the
second quarter of Fiscal 1997. The Company had an income tax benefit of $0.9
million in the comparable quarter of the previous year.

         During the second quarter of Fiscal 1997, the Company had net income of
$0.4 million 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. See, "Seasonality."
<PAGE>   12
FIRST HALF FISCAL 1997 VERSUS FIRST HALF FISCAL 1996

         Net sales for the first half of Fiscal 1997 decreased 2.7% from the
first half of Fiscal 1996, to $180.1 million from $185.1 million, principally
from a decrease in sales volume partially offset by an increase in average
price. Average stores open decreased from 580 to 563; see, "Properties,"
regarding the Company's real estate plan. Comparable store sales for the first
half of Fiscal 1997 declined 0.2%. There is no assurance that net sales, sales
volume and comparable store sales will not continue to decrease.

         Gross profits increased by $2.3 million to $38.6 million in the first
half of Fiscal 1997 from $36.2 million in the first half of Fiscal 1996,
increasing as a percentage of net sales to 21.4% from 19.6%. The increase in
gross profits as a percentage of net sales was primarily attributable to an
increase in the merchandise margin rate.

         General, administrative and store operating expenses were $39.5 million
in the first half of Fiscal 1997, compared to $39.9 million in the comparable
half of the previous year. As a percentage of net sales, general, administrative
and store operating expenses increased to 21.9% from 21.6%, principally from
higher store payroll costs as a percentage of net sales.

         During the first half of Fiscal 1997, the Company had an operating loss
of $0.9 million compared to an operating loss of $3.7 million in the comparable
half of the previous year. The operating loss in the first half of Fiscal 1997
was 0.5% of net sales.

         Net interest expense was $0.1 million in the first half of Fiscal 1997
and $0.2 million in the comparable half of the previous year.

         The Company had a provision for income taxes of $0.2 million in the
first half of Fiscal 1997. The Company had an income tax benefit of $1.3 million
in the comparable half of the previous year.

               During the first half of Fiscal 1997, the Company had a net loss
of $1.2 million compared to a net loss of $2.6 million in the comparable half 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 the second quarter of Fiscal 1997 and in the first half 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 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.

               The Company is implementing a branded merchandising strategy
intended to reverse the annual decline 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."
<PAGE>   13
LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash on hand increased to $19.8 million at August 2, 1997
from $17.8 million at August 3, 1996 and $18.3 million at February 1, 1997.

         Net cash from operating activities during the first half of Fiscal
1997 was $2.4 million.

         Inventory was $38.7 million at August 2, 1997, $39.5 million at August
3, 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 August 2, 1997, trade letters of credit for the
account of the Company were outstanding in the aggregate amount of $22.1
million. (Standby letters of credit were also outstanding in the aggregate
amount of $4.0 million as collateral for obligations in the ordinary course of
business under casualty insurance policies.) Import purchases constituted
approximately 57% of total purchases in the first half 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, with The CIT Group/Business Credit, Inc. (the "Financing
Agreement"). 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 paragraph. 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 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 purchase orders financed with letters of credit), ranging from 60% to
65% depending on the season and (y) the balance on deposit in a bank account in
its name that has been pledged to the lenders. (At August 30, 1997, the combined
availability of the Companies was $7.9 million; the amount on deposit in the
pledged bank account was $2.5 million; the aggregate outstanding amount of
letters of credit was $26.8 million; no loan has been drawn down; and
unrestricted cash on hand was $21.3 million.)

         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 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 Companies' other bank accounts are
unencumbered.
<PAGE>   14
         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.

         Purchases of Company merchandise made by customers with the Company's
proprietary credit cards are paid for daily at a discount by Citibank (South
Dakota), N.A. ("Citibank"). 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 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 556 retail stores at August 2, 1997, of which 304
stores were located in strip shopping centers, 223 stores were located in malls
and 29 were located in downtown shopping districts. The Company's retail square
footage was 2.2 million square feet both at August 2, 1997 and August 3, 1996.
The Company presently plans to reduce retail square footage by letting
underperforming leases expire. The Company plans to open new mall stores only in
exceptional circumstances. The Company intends to pay the costs of new store
openings from net cash provided by operating activities. 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".

         New stores and newly remodeled stores will use The Avenue(R) trade
name.

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 its computer software programs to accommodate
dates after 1999. The cost of future modifications is not expected to be 
material.

SEASONALITY

         The Company's business is usually seasonal. From Fiscal 1991 through
Fiscal 1995, the first half of each year provided a greater portion of the
Company's annual operating income. 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.
<PAGE>   15
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 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>
       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
       12/2/96             Officer                  25,000                 $  3.000
       8/22/96             Officer                  20,000                 $  3.000
                                                ----------
       Total:                                      172,500
                                                ==========
</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             Financing Agreement, dated August 15, 1997,
                                among the Corporation, United Retail
                                Incorporated and The CIT Group/Business Credit,
                                Inc.

               10.2*            Amendment No. 1 to Restated Supplemental
                                Retirement Savings Plan

               27               Financial Data Schedule
</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>
<PAGE>   17
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>

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>
<PAGE>   18
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
                             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.*

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>
<PAGE>   19
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

            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>
<PAGE>   20
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 August 2, 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:                   September 15, 1997
<PAGE>   22
                                  EXHIBIT INDEX

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

            10.2*       Amendment No. 1 to Restated Supplemental Retirement
                        Savings Plan

            27          Financial Data Schedule
</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
                        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>
<CAPTION>
     Number in Filing   Description
     ----------------   -----------
<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.