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 4, 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 August 4, 2001, 13,263,633 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)

                                                                August 4,           February 3,           July 29,
                                                                  2001                  2001                2000
                                                           --------------------    ---------------      -------------
                                           ASSETS              (Unaudited)                              (Unaudited)
Current assets:
<S>                                                                    <C>                <C>                <C>
   Cash and cash equivalents                                           $37,873            $36,781            $54,819
   Accounts receivable                                                   1,959              2,573              1,405
   Inventory                                                            56,463             59,002             49,346
   Prepaid rents                                                         4,719              4,425              4,134
   Deferred income taxes                                                     -                  -              1,671
   Other prepaid expenses                                                3,839              3,555              4,106
                                                           --------------------    ---------------      -------------
      Total current assets                                             104,853            106,336            115,481

Property and equipment, net                                             82,053             77,651             68,492
Deferred charges and other intangible assets,
  net of accumulated amortization of $2,868, $2,656
  and $2,720                                                             7,339              6,786              6,861
Deferred income taxes                                                    1,078                589                  -
Other assets                                                               249                268                335
                                                           --------------------    ---------------      -------------
    Total assets                                                      $195,572           $191,630           $191,169
                                                           ====================    ===============      =============

                                          LIABILITIES
Current liabilities:
  Current portion of distribution center financing                      $1,449             $1,367             $1,277
  Accounts payable and other                                            33,567             32,746             31,978
  Accrued expenses                                                      23,212             22,373             22,325
  Deferred income taxes                                                     32                283                  -
                                                           --------------------    ---------------      -------------
    Total current liabilities                                           58,260             56,769             55,580

Distribution center financing                                            5,913              6,616              7,293
Other long-term liabilities                                              6,267              6,449              6,300
                                                           --------------------    ---------------      -------------
    Total liabilities                                                   70,440             69,834             69,173
                                                           --------------------    ---------------      -------------

                                    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 (13,263,633;
   13,268,633 and 13,314,033)
Additional paid-in capital                                              80,351             80,269             80,217
Retained earnings                                                       49,043             45,703             45,648
Treasury stock (972,367; 962,367 and 901,367
   shares) at cost                                                      (4,276)            (4,190)            (3,883)
                                                           --------------------    ---------------      -------------
    Total stockholders' equity                                         125,132            121,796            121,996
                                                           --------------------    ---------------      -------------
    Total liabilities and stockholders' equity                        $195,572           $191,630           $191,169
                                                           ====================    ===============      =============


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                 Twenty-Six Weeks Ended
                                        ----------------------------            -----------------------

                                         August 4,          July 29,          August 4,          July 29,
                                            2001              2000              2001               2000
                                        -------------     --------------    --------------     --------------
<S>                                         <C>                <C>               <C>                <C>
Net sales                                   $107,272           $108,620          $216,149           $208,099

Cost of goods sold, including
  buying and occupancy costs                  82,082             84,991           162,597            158,658
                                        -------------     --------------    --------------     --------------

   Gross profit                               25,190             23,629            53,552             49,441

General, administrative and
  store operating expenses                    25,063             22,180            48,622             43,480
                                        -------------     --------------    --------------     --------------

   Operating income                              127              1,449             4,930              5,961

Interest income, net                             214                574               408                877
                                        -------------     --------------    --------------     --------------

Income before income taxes                       341              2,023             5,338              6,838

Provision for income taxes                       134                766             1,998              2,673
                                        -------------     --------------    --------------     --------------

   Net income                                   $207             $1,257            $3,340             $4,165
                                        =============     ==============    ==============     ==============

Net income per share
  Basic                                        $0.02              $0.09             $0.25              $0.31
  Diluted                                      $0.02              $0.09             $0.25              $0.31
                                        =============     ==============    ==============     ==============

Weighted average number of
   shares outstanding
       Basic                              13,272,787         13,313,209        13,263,732         13,307,482
       Common stock equivalents
                (stock options)              359,230            250,844           267,826            341,393
                                        -------------     --------------    --------------     --------------
       Diluted                            13,632,017         13,564,053        13,531,558         13,648,875
                                        =============     ==============    ==============     ==============



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)
                           Twenty-Six Weeks Ended
                                                                        --------------------------
                                                                        August 4,         July 29,
                                                                          2001              2000
                                                                     ----------------  ----------------
Cash Flows From Operating Activities:
<S>                                                                        <C>               <C>
    Net income                                                             $3,340            $4,165
Adjustments to reconcile net income to net cash provided
from operating
  activities:
    Depreciation and amortization of property and equipment                 5,247             4,389
    Amortization of deferred charges and other
      intangible assets                                                       224               246
    Loss on disposal of assets                                                 71               298
    Compensation expense                                                      166               156
    Deferred income taxes                                                    (740)               87
    Deferred lease assumption revenue amortization                           (157)             (180)
    Tax benefit from exercise of stock options                                  -                17
Changes in operating assets and liabilities:
    Accounts receivable                                                       614              (259)
    Income taxes                                                            3,499             1,352
    Inventory                                                               2,539             5,977
    Accounts payable and accrued expenses                                  (1,544)            5,689
    Prepaid expenses                                                         (578)           (1,975)
    Other                                                                    (940)              159
                                                                     -------------  ----------------
Net Cash Provided From Operating Activities                                11,741            20,121
                                                                     -------------  ----------------

Investing Activities:
    Capital expenditures                                                   (9,720)           (9,877)
    Deferred payment for property and equipment                              (148)               53
                                                                     -------------  ----------------

Net Cash Used In Investing Activities                                      (9,868)           (9,824)
                                                                     -------------  ----------------

Financing Activities:
    Repayments of long-term debt                                             (621)             (602)
    Issuance of loans to officers                                            (100)              (91)
    Treasury stock acquired                                                   (86)                -
    Proceeds from exercise of stock options                                    26               107
    Other                                                                       -              (115)
                                                                     -------------  ----------------

Net Cash Used In Financing Activities                                        (781)             (701)
                                                                     -------------  ----------------

Net increase in cash and cash equivalents                                   1,092             9,596
Cash and cash equivalents, beginning of period                             36,781            45,223
                                                                     -------------  ----------------
Cash and cash equivalents, end of period                                  $37,873           $54,819
                                                                     =============  ================


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



                             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
twenty-six weeks ended August 4, 2001 and July 29, 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.

       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>
                                 Thirten Weeks Ended                      Twenty-Six Weeks Ended
                            --------------------------------         --------------------------------
                               August 4,         July 29,               August 4,         July 29,
                                 2001              2000                   2001              2000
                            --------------    --------------         --------------    --------------
<S>                          <C>                <C>                    <C>                <C>
Options                         542,500           420,072                 832,572           193,500
Range of option
  prices per share          $9.13 - $15.13    $7.75 - $15.13          $7.56 - $15.13    $9.75 - $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 August 4, 2001, the combined availability of the Companies was
$17.0 million, no balance was in the pledged account, the aggregate
outstanding amount of letters of credit arranged by CIT was $23.0 million
and no loan had been drawn down. The Company's cash on hand was
unrestricted.


4.     Income Taxes
       ------------

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


<TABLE>
<CAPTION>
                                 Thirten Weeks Ended                      Twenty-Six Weeks Ended
                            --------------------------------         --------------------------------
                               August 4,         July 29,               August 4,         July 29,
                                 2001              2000                   2001              2000
                            --------------    --------------         --------------    --------------
<S>                          <C>                <C>                    <C>                <C>
Currently payable:
        Federal                  $665              $853                 $2,483             $2,307
        State                      96               134                    255                279
                                 ----              ----                 ------             ------
                                  761               987                  2,738              2,586
                                 ----              ----                 ------             ------

Deferred:
        Federal                  (516)             (140)                  (609)                 7
        State                    (111)              (81)                  (131)                80
                                 ----              ----                 ------             ------
                                 (627)             (221)                  (740)                87
                                 ----              ----                 ------             ------
                                 $134              $766                 $1,998             $2,673
                                 ====              ====                 ======             ======
</TABLE>


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

                                             Thirteen Weeks Ended
                                ----------------------------------------------

                                    August 4, 2001            July 29, 2000
                                --------------------        ------------------

Tax at Federal rate               $119       35.0%            $708       35.0%
State income taxes, net
  of federal benefit                (9)      (2.7%)             35        1.7%
Goodwill amortization               18        5.3%              18        0.9%
Other                                6        1.7%               5        0.3%
                                ------       -----          ------      ------

                                $  134       39.3%          $  766       37.9%
                                ======       =====          ======       =====






                                            Twenty-Six Weeks Ended
                                ----------------------------------------------

                                    August 4, 2001            July 29, 2000
                                --------------------      --------------------

Tax at Federal rate             $1,868      35.0%         $ 2,393     35.0%
State income taxes, net
 of federal benefit                 81       1.5%             234      3.4%
Goodwill amortization               36       0.7%              36      0.5%
Other                               13       0.2%              10      0.2%
                                ------      -----          ------     -----

                                $1,998      37.4%          $2,673     39.1%
                                ======      =====          ======     =====



       The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset as of August 4,
2001 are as follows (dollars in thousands):

         Net long-term asset:
                  Accruals and reserves                    $ 2,829
                  State NOL's                                1,080
                  Compensation                                 388
                  Depreciation                              (3,219)
                                                           -------
                                                           $ 1,078
                                                           =======
         Net current liability:
                  Prepaid rent                             $ 1,701
                  State NOL's                                 (280)
                  Accruals and reserves                       (457)
                  Inventory                                   (932)
                                                           -------
                                                           $    32
                                                           =======

                  Net deferred tax asset                   $ 1,046
                                                           =======

       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 and February,
1999 in the amounts of $1.6 million and $0.1 million 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. These advances and their
related interest were refinanced as part of an issuance of a replacement
note in November 1999 which aggregated $2.4 million, which includes an
additional advance of $0.7 million. The additional advance financed the
payment of income taxes incurred in connection with the excercise of
additional stock options and paid interest accrued on the note that was
refinanced. The replacement note has a term of four years subject to
acceleration under certain circumstances and to call by the Company after
two years with respect to half of the principal amount. Payment of the
advances to Mr. Benaroya 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 replacement note is a full recourse obligation of the
borrower. The first payment of interest on the replacement note was made in
November 2000 by the issuance of another note in the amount of $0.2 million
with a term of one year. Future interest on both notes 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 at the same time 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 the
Form 10-Q for the period ended August 4, 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>
                                 Thirten Weeks Ended                      Twenty-Six Weeks Ended
                            --------------------------------         --------------------------------
                               August 4,         July 29,               August 4,         July 29,
                                 2001              2000                   2001              2000
                            --------------    --------------         --------------    --------------
<S>                          <C>                <C>                    <C>                <C>
Net sales:
        Avenue Retail          $103,790          $106,848              $208,811           $205,023
        Shop @ Home               3,482             1,772                 7,338              3,076
                               --------          --------              --------           --------

                               $107,272          $108,620              $216,149           $208,099
                               ========          ========              ========           ========

Earnings from operations*:
        Avenue Retail          $  4,382          $  5,742              $ 13,226           $ 13,848
        Shop @ Home              (1,259)           (1,400)               (3,324)            (2,398)
                               --------          --------              --------           --------

                               $  3,123          $  4,342              $  9,902           $ 11,450
                               ========          ========              =========          ========
</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 income
before income taxes (dollars in thousands):

<TABLE>
<CAPTION>
                                 Thirten Weeks Ended                      Twenty-Six Weeks Ended
                            --------------------------------         --------------------------------
                               August 4,         July 29,               August 4,         July 29,
                                 2001              2000                   2001              2000
                            --------------    --------------         --------------    --------------
<S>                          <C>                <C>                    <C>                <C>
Earnings from operations
  for reportable segments      $3,123            $4,342                  $9,902            $11,450

Unallocated
  corporate expenses           (2,996)           (2,893)                 (4,972)            (5,489)

Interest income, net              214               574                     408                877
                               ------            ------                  ------             ------

Income before
  income taxes                 $  341            $2,023                  $5,338             $6,838
                               ======            ======                  ======             ======
</TABLE>



8.     New Accounting Pronouncements
       -----------------------------

       The Financial Accounting Standards Board has issued Statements of
Financial Accounting Standards ("SFAS") #141 "Business Combinations" and
#142 "Goodwill and Other Intangibles". The Company will adopt SFAS #141 and
SFAS #142 in the first quarter of fiscal 2002. The Company is currently
evaluating the impact, if any, 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

Second Quarter Fiscal 2001 Versus Second Quarter Fiscal 2000

Net sales for the second quarter of fiscal 2001 decreased 1.2% from the second
quarter of fiscal 2000, to $107.3 million from $108.6 million, principally
from a decrease in unit volume. Comparable store sales for the second quarter
of fiscal 2001 decreased 8.1%. Average stores open increased from 506 to 538.
Sales in channels of distribution other than retail stores ("shop@home sales")
were $3.5 million in the second quarter of fiscal 2001 compared with $1.8
million in the second quarter of fiscal 2000.

Gross profit was $25.2 million in the second quarter of fiscal 2001 compared
with $23.6 million in the second quarter of fiscal 2000, increasing as a
percentage of net sales to 23.5% from 21.8%. The increase in gross profit as a
percentage of net sales was attributable primarily to higher margins. 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 $25.1
million in the second quarter of fiscal 2001 from $22.2 million in the second
quarter of fiscal 2000, principally as a result of an increase in store
payroll and shop @ home expense, including shipping and handling expense. As a
percentage of net sales, general, administrative and store operating expenses
increased to 23.4% from 20.4%.

During the second quarter of fiscal 2001, operating income was $0.1 million
compared with $1.4 million in the second quarter of fiscal 2000. Operating
income reflects the results of two business segments, retail store sales
and shop@home sales. During the second quarter of fiscal 2001, income
(loss) from operations before unallocated corporate expenses was $4.4
million from retail store sales and ($1.3 million) from shop@home sales
compared with $5.7 million from retail store sales and ($1.4 million) from
shop@home sales during the second quarter of fiscal 2000.

Net interest income was $0.2 million in the second quarter of fiscal 2001 and
$0.6 million in the second quarter of fiscal 2000, as a result of lower
balances and lower interest rates.

The Company had a provision for income taxes of $0.1 million in the second
quarter of fiscal 2001 and $0.8 million in the second quarter of fiscal 2000.

The Company had net income of $0.2 million in the second quarter of fiscal
2001 and of $1.3 million in the second quarter of fiscal 2000.

First Half Fiscal 2001 Versus First Half Fiscal 2000

Net sales for the first half of fiscal 2001 increased 3.9% from the first half
of fiscal 2000, to $216.1 million from $208.1 million, principally from an
increase in average price. Comparable store sales for the first half of fiscal
2001 decreased 3.4%. Average stores open increased from 503 to 532. Shop@home
sales were $7.3 million in the first half of fiscal 2001 compared with $3.1
million in the first half of fiscal 2000.

Gross profit was $53.6 million in the first half of fiscal 2001 compared with
$49.4 million in the first half of fiscal 2000, increasing as a percentage of
net sales to 24.8% from 23.8%. The increase in gross profit as a percentage of
net sales was attributable primarily to higher margins partially offset by
higher direct marketing expenses, including direct marketing for the shop @
home business.

General, administrative and store operating expenses increased to $48.6
million in the first half of fiscal 2001 from $43.5 million in the first half
of fiscal 2000, principally as a result of an increase in store payroll and
shop@home expense, including shipping and handling expense. As a percentage of
net sales, general, administrative and store operating expenses increased to
22.5% from 20.9%.

During the first half of fiscal 2001, operating income was $4.9 million
compared with $6.0 million in the first half of fiscal 2000. Operating income
reflects the results of two business segments, retail store sales and
shop@home sales. During the first half of fiscal 2001, income (loss) from
operations before unallocated corporate expenses was $13.2 million from retail
store sales and ($3.3 million) from shop@home sales compared with $13.8
million from retail store sales and ($2.4 million) from shop@home sales during
the first half of fiscal 2000.

Net interest income was $0.4 million in the first half of fiscal 2001 and $0.9
million in the first half of fiscal 2000, as a result of lower balances and
lower interest rates.

The Company had a provision for income taxes of $2.0 million in the first half
of fiscal 2001 and $2.7 million in the first half of fiscal 2000.

The Company had net income of $3.3 million in the first half of fiscal 2001
and of $4.2 million in the first half of fiscal 2000.

Liquidity and Capital Resources

Net cash provided from operating activities in the first half of fiscal 2001
was $11.7 million.

The Company's cash and cash equivalents decreased to $37.9 million at August
4, 2001 from $54.8 million at July 29, 2000 and was $36.8 million at February
3, 2001. Property and equipment, net increased to $82.1 million at August 4,
2001 from $68.5 million at July 29, 2000 and $77.7 million at February 3,
2001, primarily from constructing new stores and remodeling existing stores.

Inventory increased to $56.5 million at August 4, 2001 from $49.3 million at
July 29, 2000 and was $59.0 million at February 3, 2001. The inventory was
increased to build inventories for the shop @ home business and 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 August 4, 2001, letters of credit for the account of
the Companies and supported by CIT were outstanding in the amount of $23.0
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
August 4, 2001, the combined availability of the Companies was $17.0 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.

At August 4, 2001, the indebtedness secured by liens on the Company's national
distribution center real estate and material handling equipment had been paid
down from an original amount of $15.0 million to $7.4 million.

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,
the possibility of refinancing the national distribution center and material
handling equipment 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) store construction costs for approximately 35 new stores that
have been approved (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 537 stores at August 4, 2001, of which 376 stores were
located in strip shopping centers, 139 stores were located in malls and 22
stores were located in downtown shopping districts. Total retail square
footage was 2.2 million square feet at August 4, 2001 and 2.1 million square
feet a year earlier. In the first half of fiscal 2001, the Company opened 21
new stores with an average of 4,800 square feet of retail selling space and
closed seven smaller stores.

The Company plans to lease and open approximately 35 new stores during the
second half 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 second half
of fiscal 2001, the Company plans to close approximately 15 stores, the term
of whose leases shall have expired. This paragraph constitutes forward-looking
information under the Reform Act, which is subject to the uncertainties and
other risk factors referred to under the captions "Corporate Acquisition
Review" and "Future Results".

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 million in fiscal 2001.

Capital expenditures for the second half of fiscal 2001 are budgeted at
approximately $15 million.

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, both online and
in-store, from its existing customers.

The Company has mailed catalogs and operated an Internet site
(www.cloudwalkers.com) for the sale of its CLOUDWALKERS.COM brand women's
shoes since the third quarter of fiscal 1999. The Company has mailed catalogs
for AVENUE brand merchandise since September 2000. The Company has operated an
Internet site (www.avenue.com) for the sale of its AVENUE brand merchandise
since November 2000.

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 increase 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 second half of 2001 and beyond to differ
materially from those expressed or implied in any forward-looking statements
included in this Report or otherwise made by management: 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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         (a) The ninth Annual Meeting of Stockholders (the "Meeting") was held
on May 31, 2001.

         (c) (i) The Meeting elected directors for terms ending at the tenth
Annual Meeting of Stockholders, by the following vote:

   Name                          For               Withhold Authority to Vote

   Joseph A. Alutto           11,734,343                    900,541
   Raphael Benaroya           10,607,823                  2,027,061
   Russell Berrie             11,672,203                    962,681
   Joseph Ciechanover         11,733,303                    901,581
   Michael Goldstein          11,734,143                    900,741
   Ilan Kaufthal              11,734,343                    900,541
   Vincent P. Langone         11,673,743                    961,141
   George R. Remeta           11,734,343                    900,541
   Richard W. Rubenstein      11,734,343                    900,541

         (ii)  The Meeting approved the adoption of the Company's 2001 Stock
Option Plan by a vote of:


             For                   Against               Abstain
             ---                   -------               -------
         10,412,658               2,212,827               9,399

         (iii)  There were no broker non-votes.


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

         The following exhibits are filed herewith:

         Number       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

         10.3                       Amendment, dated October 15, 2000, to
                                    Right of First Refusal Agreement, dated as
                                    of September 17, 1999, between the
                                    Corporation and Limited Direct Associates,
                                    L.P. ("LDA")

         10.4                       Amendment, dated October 15, 2000, to
                                    Right of First Refusal Agreement, dated as
                                    of September 17, 1999, between the
                                    Corporation and The Limited, Inc./Intimate
                                    Brands, Inc. Foundation ("Foundation")





         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 exhibits to the Corporation's Current Report on Form
8-K, filed September 23, 1999, are incorporated herein by reference:

         Number in Filing           Description

         3                          Certificate of Designation, Preferences
                                    and Rights of Series A Junior
                                    Participating Preferred Stock

         10.1.1                     Right of First Refusal Agreement, dated as
                                    of September 17, 1999, between the
                                    Corporation and LDA

         10.1.2                     Right of First Refusal Agreement, dated as
                                    of September 17, 1999, between the
                                    Corporation and Foundation

         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 World Financial Network National Bank
                                    (Confidential portions have been deleted
                                    and filed separately with the Secretary of
                                    the Commission)


          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 August 4, 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.

(Registrant)                       UNITED RETAIL GROUP, INC.
             ---------------------------------------------------------------

                  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:             August 27, 2001



                               EXHIBIT INDEX

ITEM 14.  EXHIBITS.

         The following exhibits are filed herewith:

         Number              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

         10.3                Amendment, dated October 15, 2000, to Right of
                             First Refusal Agreement, dated as of September
                             17, 1999, between the Corporation and Limited
                             Direct Associates, L.P. ("LDA")

         10.4                Amendment, dated October 15, 2000, to Right of
                             First Refusal Agreement, dated as of September
                             17, 1999, between the Corporation and The
                             Limited, Inc./Intimate Brands, Inc. Foundation
                             ("Foundation")



         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 exhibits to the Corporation's Current Report on Form
8-K, filed September 23, 1999, are incorporated herein by reference:

         Number in Filing    Description

         3                   Certificate of Designation, Preferences and
                             Rights of Series A Junior Participating
                             Preferred Stock

         10.1.1              Right of First Refusal Agreement, dated as of
                             September 17, 1999, between the Corporation
                             and LDA

         10.1.2              Right of First Refusal Agreement, dated as of
                             September 17, 1999, between the Corporation
                             and Foundation

         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 World Financial
                             Network National Bank (Confidential portions
                             have been deleted and filed separately with
                             the Secretary of the Commission)

          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.