<PAGE>   1
                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
(Mark One)

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

For the fiscal year ended January 31, 1998

                                                        OR

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

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

Securities registered pursuant to Section 12(b) of the 1934 Act:

Title of each class        Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the 1934 Act:

            Common Stock, $.001 par value per share
                       (Title of class)
<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 ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of March 31, 1998, the aggregate market value of the voting stock of the
registrant (also referred to herein as the "Company") held by non-affiliates of
the registrant was approximately $48.2 million. For purposes of the preceding
sentence only, affiliate status was determined on the basis that all
stockholders of the registrant are non-affiliates except stockholders who have
filed statements with the Securities and Exchange Commission (the "SEC") under
Section 16(a) of the 1934 Act.

APPLICABLE ONLY TO REGISTRANTS 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 REGISTRANTS:

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

As of March 31, 1998, 13,085,188 shares of the registrant's common stock, $.001
par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant's annual report for the year ended January 31, 1998 (the "1997
Annual Report to Stockholders") is incorporated in part by reference in Part I
and Part II of this Form 10-K.

The registrant's proxy statement on Schedule 14A for its 1998 annual meeting of
stockholders (the "1998 Proxy Statement") is incorporated in part by reference
in Part I and Part III of this Form 10-K.




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                                     PART I

Item 1.           Business.

OVERVIEW

                  The Company is a leading nationwide specialty retailer of
large-size women's apparel and accessories, offering private label merchandise
using the AVENUE trademark. The Company's merchandising strategy is to offer its
customers merchandise of the same quality and variety available in smaller
sizes. The Company operates stores principally under the names THE AVENUE(R) and
Sizes Unlimited.

CUSTOMER BASE

                  The Company serves the mass market and targets
fashion-conscious women between 18 and 50 years of age who wear size 14 or
larger. The Company believes that this market is underserved by many department
and specialty retail stores that do not offer wide selections of fashionable
large-size women's apparel. In addition, the large-size customer often has fewer
store alternatives in nearby shopping malls and strip shopping centers than her
smaller-size counterpart.

HISTORY

                  The Company was incorporated in 1987 and completed its initial
public offering in 1992. The Company's current business resulted from an
internal reorganization at The Limited, Inc. ("The Limited") in 1987, in which
The Limited combined its underperforming The Avenue(R) store group (then
operating under the Lerner Woman trade name) with the Sizes Unlimited store
group. Raphael Benaroya, the Company's Chairman of the Board, President and
Chief Executive Officer, and his management team were selected to manage the
combined businesses.

MERCHANDISING AND MARKETING

                  The Company's strategy is to offer its customers a proprietary
brand in moderately priced private label merchandise. It emphasizes consistency
of merchandise quality and fit and updates its merchandise selections to reflect
customer demand and fashion trends. The apparel industry is subject to rapidly
changing consumer fashion preferences and the Company's performance depends on
its ability to respond quickly to changes in fashion.

                  Each store operated by the Company offers selections of casual
wear, career apparel, specialty items and accessories. The casual wear
assortment includes comfortably fitted jeans, slacks, T-shirts, skirts, active
wear and sweaters. Casual wear comprises the majority of the Company's sales.
The career assortment includes skirts, soft blouses, dresses and coats.
Specialty items include sleepwear and lingerie. Accessories include earrings,
pins, scarves, socks, hosiery and a selection of gift items. The Company offers
most of its merchandise at popular or moderate price points, including blouses
in the $20 to $40 price range, jeans and slacks in the $20 to $35 price range
and dresses and suits in the $49 to $99 price range.

                  The Company promotes its own proprietary label merchandise,
which generally has higher gross profit margins than national brands would have.
The Company believes that its brand, AVENUE, creates an image that helps
distinguish it from competitors. Through careful brand management, including
consistent imaging of its private label merchandise, the Company believes it
enhances brand recognition and the customer's perception of value. Garments are
tagged, packaged and presented at the Company's stores in a manner consistent
with more expensive garments with national brand names.


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                  The Company develops new merchandise assortments on average
six times each year. Merchandise selection is allocated to each store based on
many factors, including store location, store profile and sales experience. The
Company regularly updates each store's profile based on its customers' fashion
and price preferences and local demographics. The Company's point-of-sale
systems gather financial, credit, inventory and other statistical information
from each store on a daily basis. This information is then used to evaluate and
adjust each store's merchandise mix on a weekly basis.

                  The Company uses creative merchandise displays, distinctive
signage and upscale packaging to create an attractive store atmosphere. To
further stimulate store traffic, the Company frequently uses credit card inserts
with announcements of upcoming events.

MERCHANDISE DISTRIBUTION AND INVENTORY MANAGEMENT

                  The Company believes that short production schedules and rapid
movement of merchandise from manufacturers to its stores are vital to minimize
business risks arising from changing fashion trends.

                  The Company uses a centralized distribution system, under
which all merchandise is received, processed and distributed through a
distribution complex located in Troy, Ohio. Merchandise received at the
distribution center is promptly assigned to individual stores, packed for
delivery and shipped to the stores.

                  The Company maintains a worldwide logistics network of agents
and space availability arrangements to support the in-bound movement of
merchandise into the distribution complex. The out-bound system consists of
common carrier line haul routes connecting the distribution complex to a network
of delivery agents. This system enables the Company to provide every store with
frequent deliveries. The Company does not own or operate trucks or trucking
facilities.

                  The Company manages its inventory levels, merchandise
allocation to stores and sales replenishing for each store through its
computerized management information systems, which enable the Company to profile
each store and evaluate and adjust each store's merchandise mix on a weekly
basis. New merchandise is allocated by style, color and size immediately before
shipment to stores to achieve a merchandise assortment that is suited to each
store's customer base.

                  The Company's inventory management strategy is designed to
maintain targeted inventory turnover rates and minimize the amount of unsold
merchandise at the end of a season by closely comparing sales and fashion trends
with on-order merchandise and making necessary purchasing adjustments.
Additionally, the Company uses markdowns and promotions as necessary. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources." ("Management's Discussion and
Analysis of Financial Condition and Results of Operations" is a section in the
Company's 1997 Annual Report to Stockholders.)

MANAGEMENT INFORMATION SYSTEMS

                  The applications software for the Company's management
information systems was acquired by the Company from The Limited. The Company's
management information systems consist of a full range of store, financial and
merchandising systems, including credit, inventory distribution and control,
sales reporting, accounts payable, cash/credit, merchandise reporting and
planning. All of the Company's stores have point-of-sale terminals that transmit
daily information on sales by merchandise category as well as style, color and
size. The Company evaluates this information, together with its report on
merchandise shipments to the stores, to implement merchandising decisions
regarding markdowns, reorders of fast-selling items and allocation of
merchandise. In addition, the Company's headquarters and distribution center are
linked through an interactive computer network.



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                  Company employees located at its headquarters maintain and
support the applications software, operations, networking and point-of-sale
functions of the Company's management information systems. The hardware and
systems software for the Company's management information systems are maintained
by Integrated Systems Solutions Corporation, a wholly-owned subsidiary of IBM.
See, "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Computer Systems."

PURCHASING

                  Separate groups of merchants are responsible for different
categories of merchandise. Most of the merchandise purchased by the Company
consists of principally custom designed garments produced for the Company by
contract manufacturing, under the Company's private label. An item of
merchandise is test marketed, whenever possible, in limited quantities prior to
mass production to help identify the current fashion preferences of the
Company's customers.

                  The Company provides manufacturers with strict guidelines for
size specifications and gradings to ensure proper, consistent fit across product
categories. The Company and independent sourcing agents monitor production by
manufacturers in the United States and abroad to ensure that size
specifications, grading requirements and other specifications are met.

                  In Fiscal 1997, each of two vendors accounted for more than 5%
but less than 10% of the Company's merchandise purchases. The loss of these
vendors would not have a materially adverse effect on the Company's operations.

                  Domestic purchases (some of which are foreign-made products)
are executed by Company purchase orders. Import purchases are made in U.S.
dollars and are generally supported by letters of credit. See, "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."

CREDIT SALES

                  The Company permits its customers to use several methods of
payment, including cash, personal checks, third-party credit cards, layaways and
its own credit cards. See, "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources and -
Future Results."

COMPETITION

                  All aspects of the women's retail apparel business are highly
competitive. Many of the competitors are units of large national chains that
have substantially greater resources than the Company. Management believes its
principal competitors include all major national and regional department stores,
specialty retailers (including Lane Bryant, Inc. which is a subsidiary of The
Limited, and which management believes is the largest specialty retailer of
large-size women's apparel), discount stores, mail order companies, television
shopping channels and interactive electronic media. Management believes its
merchandise selection, prices, consistency of merchandise quality and fit, and
appealing shopping experience emphasizing strong merchandise presentations,
together with its experienced management team, management information systems
and logistics capabilities, enable it to compete in the marketplace.

OPERATIONAL FACTORS

                  The Company's operations may be adversely affected by
circumstances beyond its control. See, "Management's Discussion and Analysis of
Financial Condition and Results of Operation - Future Results."



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TRADE NAMES AND TRADEMARKS

                  The Company is the owner in the United States of its principal
trademarks, THE AVENUE, used on store fronts, and AVENUE, used on garment
labels. The Company is also the sublicensee of a national brand name of hosiery,
sleepwear and foundations. See, "Certain Transactions" in the 1998 Proxy
Statement. The Company is not aware of any use of its principal trademarks by
its competitors that has a material effect on the Company's operations or any
material claims of infringement or other challenges to the Company's right to
use its principal trademarks in the United States.

EMPLOYEES

                  As of March 31, 1998, the Company employed approximately 4,600
associates, of whom approximately 1,800 worked full-time and the balance of whom
worked part-time. Considerable seasonality is associated with employment levels.
Approximately 60 store associates are covered by collective bargaining
agreements. The Company believes that its relations with its associates are
good.

Item 2.           Properties.

                  As of March 31, 1998, the Company operated stores in 36
states:

                  Alabama            6              Nevada                     2
                  Arizona            4              New Hampshire              2
                  Arkansas           1              New Jersey                41
                  California        78              New Mexico                 1
                  Connecticut       11              New York                  52
                  Delaware           2              North Carolina             9
                  Florida           18              Ohio                      21
                  Georgia           20              Oklahoma                   3
                  Illinois          38              Oregon                     7
                  Indiana           12              Pennsylvania              20
                  Iowa               2              Rhode Island               1
                  Kentucky           4              South Carolina             8
                  Louisiana         11              Tennessee                 10
                  Maine              1              Texas                     35
                  Maryland          16              Utah                       1
                  Massachusetts     20              Virginia                  12
                  Michigan          27              Washington                13
                  Missouri           6              Wisconsin                  7

                  Total:  522

                  The Company leases its executive offices, which consist of
approximately 56,000 square feet in an office building at 365 West Passaic
Street, Rochelle Park, New Jersey. The office lease has a term ending in August
2006.

                  The Company owns a 128-acre site on Interstate 75 in Troy,
Ohio, on which its national distribution center is located. The national
distribution center is equipped to service 900 stores. The site is adequate for
a total of four similar facilities.


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Item 3.           Legal Proceedings.

                  The Company is defending various routine legal proceedings
incidental to the conduct of its business and is maintaining reserves that
include, among other things, the estimated cost of uninsured payments to
accident victims and payments to landlords and vendors of goods and services
resulting from certain disputes. Based on legal advice that it received,
management believes that, giving effect to reserves and insurance coverage,
these legal proceedings are not likely to have a material adverse effect on the
financial condition or results of operations of the Company.

                  No material pending legal proceeding to which the Company was
a party was terminated during the fourth quarter of the fiscal year ended
January 31, 1998.

Item 4.           Submission of Matters to a Vote of Security Holders.

                  Not applicable.


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PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

                  The section captioned "Shareholder Information" in the 1997
Annual Report to Stockholders is incorporated herein by reference. (Only those
portions of the 1997 Annual Report to Stockholders incorporated by reference in
another document filed with the SEC shall be deemed "filed" in accordance with
the rules and regulations promulgated by the SEC.)

                  On February 13, 1998, the Company issued to two officers stock
options that have not been registered under the Securities Act of 1933. See, the
section captioned "Approval of Management Stock Options" in the 1998 Proxy
Statement, which is incorporated herein by reference. The options were issued
subject to stockholder approval in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act. The Company intends to register
them under the Securities Act promptly after stockholder approval is obtained.

Item 6.           Selected Financial Data.

                  The section captioned "Selected Financial Data" in the 1997
Annual Report to Stockholders is incorporated herein by reference.

Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

                  The section captioned "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the 1997 Annual Report to
Stockholders is incorporated herein by reference.

Item 7A.          Quantitative and Qualitative Disclosures About Market Risk.

                  Not applicable.

Item 8.           Financial Statements and Supplementary Data.

                  The Consolidated Financial Statements in the 1997 Annual
Report to Stockholders are incorporated herein by reference.

Item 9.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure.

                  Not applicable.


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PART III

Item 10.          Directors and Executive Officers of the Registrant.

                  The subsection captioned "Election of Directors - Business
Experience" in the 1998 Proxy Statement is incorporated herein by reference.

                  In addition to the nominees identified under the subsection
captioned "Election of Directors - Business Experience" in the 1998 Proxy
Statement, Christina A. Mohr is serving as a Director but is not standing for
reelection. She has been a Director since February 1994. Ms. Mohr has been a
Managing Director at Salomon Bros., Inc. since February 1997 and was a Managing
Director at Lazard Freres & Co. LLC from January 1997 to before 1993. She is a
director of Loehmanns, Inc.

                  In addition to Raphael Benaroya and George R. Remeta, the
executive officers of the registrant or its subsidiaries are:

                  Kenneth P. Carroll, age 55, was the Company's Vice President -
General Counsel from before 1993 to March 1996, when he was elected the Senior
Vice President - General Counsel.

                  Ellen Demaio, age 40, was a Vice President - Merchandise of
United Retail Incorporated from before 1993 to March 1994, when she was elected
the Senior Vice President - Merchandise of United Retail Incorporated.

                  Carrie Cline-Tunick, age 37, has been the Vice President -
Product Design and Development of United Retail Incorporated since April 1996.
Previously, she was the Design Director of Norton McNaughton, Inc., a garment
manufacturer, from April 1996 to before 1993.

                  Julie L. Daly, age 43, has been the Vice President - Strategic
Planning of United Retail Incorporated since December 1996. Previously, she was
the Vice President - Planning and Distribution of United Retail Incorporated
since prior to 1993.

                  Kent Frauenberger, age 51, has been the Vice President -
Logistics of United Retail Logistics Operations Incorporated since May 1993.
Previously, he was Manager of Business Development of Exel Logistics Inc., a
logistics firm.

                  Jon Grossman, age 40, has been the Vice President - Finance of
the Company since before 1993.

                  Alan R. Jones, age 50, has been the Vice President - Real
Estate of United Retail Incorporated since November 1994. Previously, he was
Vice President - Real Estate of Payless Shoesource, a division of May Department
Stores, Inc., since before 1993.

                  Charles E. Naff, age 54, has been the Vice President - Sales
of United Retail Incorporated since August 1996 and was the Director of Stores
of United Retail Incorporated from March 1994 to November 1993. He was the Vice
President - Store Operations of Leejay Bed and Bath, a retail chain, between
August 1996 and March 1994 and was the Senior Vice President - Operations of The
Children's Place, a retail chain, from November 1993 to before 1993.

                  Bradley Orloff, age 40, has been the Vice President -
Marketing of United Retail Incorporated since before 1993.

                  Robert Portante, age 46, has been the Vice President - MIS of
United Retail Incorporated since November 1994. Previously, he was Vice
President - MIS of Brooks Fashion Stores, Inc. ("Brooks"), a retail store chain,
since before 1993. Brooks filed as debtor-in-possession under the United States
Bankruptcy Code.


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                  Fredric E. Stern, age 49, has been the Vice President -
Controller of United Retail Incorporated since before 1993.

                  The term of office of these executive officers will expire at
the 1998 annual meeting of stockholders, scheduled to be held in May 1998.

                  The section captioned "Section 16(a) Beneficial Ownership
Reporting Compliance" in the 1998 Proxy Statement is incorporated herein by
reference.

Item 11.          Executive Compensation.

                  The sections captioned "Executive Compensation" and "Report of
Compensation Committee" in the 1998 Proxy Statement are incorporated herein by
reference.

Item 12.         Security Ownership of Certain Beneficial Owners and Management.

                  The sections captioned "Security Ownership of Principal
Stockholders" and "Security Ownership of Management" in the 1998 Proxy Statement
are incorporated herein by reference.

Item 13.          Certain Relationships and Related Transactions.

                  The section captioned "Certain Transactions" in the 1998 Proxy
Statement is incorporated herein by reference.

Item 14.          Exhibits, Financial Statement Schedules, and Reports on Form
                  8-K.

The following exhibits are filed herewith:

Number   Description
------   -----------

4.1      Amended By-Laws of the Corporation

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)

10.3     Financial Statements of Retirement Savings Plan for year ended December
         31, 1997

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

10.7*    Restated 1989 Performance Option Plan as of March 6, 1998

13       Sections of 1997 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

23.2     Consent of Independent Public Accountants for Retirement Savings Plan

27       Financial Data Schedule

         The form of Additional Options set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1998 annual meeting of
stockholders is incorporated herein by reference.*


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         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 The CIT
                   Group/Business Credit, Inc. ("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 Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:

Number in Filing   Description
----------------   -----------

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)

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:

Number in Filing   Description
----------------   -----------

10.3*              Employment Agreement, dated March 1, 1996, between the
                   Corporation and Kenneth P. Carroll



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

Number in Filing   Description
----------------   -----------

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

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:

Number in Filing   Description
----------------   -----------

10.1*              Incentive Compensation Program Summary

21                 Subsidiaries of the Corporation

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:

Number in Filing   Description
----------------   -----------

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

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:

Number in Filing   Description
----------------   -----------

10.3               Amendment, dated December 6, 1993, to Credit Agreement
                   between the Corporation and Citibank 

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

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 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
                   Registrant

4.1                Specimen Certificate for Common Stock of Registrant

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)


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<PAGE>   13


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)

10.12    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

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

         (b) No Current Reports on Form 8-K were filed by the Corporation during
the fiscal quarter ended January 31, 1998.


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                                   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/ RAPHAEL BENAROYA
                                        ----------------------------------------
                                        RAPHAEL BENAROYA
                                        Raphael Benaroya, Chairman of the Board,
                                        President and Chief  Executive Officer

Date:  April 15, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                           Title                         Date

/s/ RAPHAEL BENAROYA                   
--------------------------------
Raphael  Benaroya                   Chairman  of the Board,       April 15, 1998
Principal Executive Officer         President, Chief Executive
                                    Officer and Director

/s/ GEORGE R. REMETA          
--------------------------------
George R. Remeta                    Vice Chairman,                April 15, 1998
Principal Financial Officer         Chief Financial Officer,
                                    Secretary and Director

/s/ JON GROSSMAN                  
--------------------------------
Jon Grossman                        Vice President - Finance      April 15, 1998
                                    Principal Accounting Officer

/s/ JOSEPH A. ALUTTO                                   
--------------------------------
Joseph A. Alutto                    Director                      April 15, 1998

                                   
/s/ RUSSELL BERRIE
--------------------------------
Russell Berrie                      Director                      April 15, 1998

                                   
/s/ JOSEPH CIECHANOVER
--------------------------------
Joseph Ciechanover                  Director                      April 15, 1998


/s/ ILAN KAUFTHAL                                   
--------------------------------
Ilan Kaufthal                       Director                      April 15, 1998

                                   
/s/ VINCENT P. LANGONE
--------------------------------
Vincent P. Langone                  Director                      April 15, 1998


/s/ CHRISTINA A. MOHR                                   
--------------------------------
Christina A. Mohr                   Director                      April 15, 1998


/s/ RICHARD W. RUBENSTEIN                                   
--------------------------------
Richard W. Rubenstein               Director                      April 15, 1998




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<PAGE>   15


UNITED RETAIL GROUP, INC.           EXHIBIT INDEX

The following exhibits are filed herewith:

Number   Description
------   -----------

4.1      Amended By-Laws of the Corporation

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)

10.3     Financial Statements of Retirement Savings Plan for year ended December
         31, 1997

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

10.7*    Restated 1989 Performance Option Plan as of March 6, 1998

13       Sections of 1997 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

23.2     Consent of Independent Public Accountants for Retirement Savings Plan

27       Financial Data Schedule


The form of Additional Options set forth as the Appendix to the Corporation's
proxy statement on Schedule 14A for its 1998 annual meeting of stockholders is
incorporated herein by reference.*

         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 The CIT
                   Group/Business Credit, Inc. ("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 





                                       15
<PAGE>   16


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 Quarterly Report on Form 10-Q for
the period ended May 4, 1996 are incorporated herein by reference:

Number in Filing   Description
----------------   -----------

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)

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:

Number in Filing   Description
----------------   -----------

10.3*              Employment Agreement, dated March 1, 1996 , between the
                   Corporation and Kenneth P. Carroll

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

Number in Filing   Description
----------------   -----------

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

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:

Number in Filing   Description
-----------------  -----------

10.1*              Incentive Compensation Program Summary

21                 Subsidiaries of the Corporation


                                       16
<PAGE>   17


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:

Number in Filing   Description
----------------   -----------

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

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:

Number in Filing   Description
----------------   -----------

10.3               Amendment, dated December 6, 1993, to Credit Agreement
                   between the Corporation and Citibank

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

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 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
                   Registrant

4.1                Specimen Certificate for Common Stock of Registrant

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

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)

10.12              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


                                       17
<PAGE>   18


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

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

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


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