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 29, 2000

                                      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 Identification No.
incorporation or organization

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, with Stock Purchase Right attached
---------------------------------------------------------------------------
                             (Title of class)



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 April 10, 2000, 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 $85.2 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 and the holdings
of affiliates are based upon the contents of the filed statements.

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, 2000, 13,297,033 shares of the registrant's common stock,
$.001 par value per share, were outstanding. One Stock Purchase Right is
attached to each outstanding share.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant's annual report for the year ended January 29, 2000 (the
"1999 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 2000 annual
meeting of stockholders (the "2000 Proxy Statement") is incorporated in
part by reference in Part I and Part III of this Form 10-K.




                                    PART I

Item 1.     Business.

OVERVIEW

      The Company is a leading nationwide specialty retailer featuring
AVENUE(R) brand apparel and accessories for large-size women and
CLOUDWALKERS.COM(TM) brand women's shoes. The Company's merchandising
strategy is to offer its customers merchandise of the same quality and
variety available in smaller sizes. The Company operates its stores under
the AVENUE(R) trade name.

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 apparel,
provided, however, that CLOUDWALKERS.COM(TM) shoes are available in a
complete size range. The Company believes that the large-size customer
often has fewer specialty store alternatives in nearby shopping malls and
strip shopping centers than her smaller-size counterpart although in recent
years new entrants in the market segment have expanded the available
alternatives.

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 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 the proprietary AVENUE(R)
brand in moderately priced apparel and accessories. 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, lingerie and body lotions. Accessories
include earrings, pins, scarves and a selection of gift items. The Company
offers most of its merchandise at popular or moderate price points.

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

The Company develops new apparel assortments on average four to 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 daily. This information is then
used to evaluate and adjust each store's merchandise mix weekly.

The Company also offers a moderately priced line of women's comfort shoes
under its proprietary Cloudwalkers.com(TM) brand.

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," which is a
section in the Company's 1999 Annual Report to Stockholders, a copy of
which is contained in Exhibit 13 to this Form 10-K.

MANAGEMENT INFORMATION SYSTEMS

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, style, color and size, as well as customer data. 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.

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.

PURCHASING

Separate groups of merchants are responsible for different categories of
merchandise. Most of the merchandise purchased by the Company consists of
custom designed products produced for the Company by contract
manufacturing, under one of the Company's two proprietary brands. 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. 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 1999, each of two purchasing agents accounted for more than 5%
but less than 10% of the Company's merchandise purchases and each of two
purchasing agents accounted for between 10% and 15% of the Company's
merchandise purchases. There is no assurance that the replacement 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 proprietary credit card.

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 Charming Shoppes, Inc.), discount stores,
mail order companies, television shopping channels and internet web sites.
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."

TRADE NAME AND TRADEMARKS

The Company is the owner in the United States of its trade name, AVENUE(R),
used on store fronts, and trademarks, AVENUE(R) and CLOUDWALKERS.COM(TM),
used on merchandise labels. See, "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Stores." The Company is not
aware of any use of its trade name or 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 trade
name and trademarks in the United States.

EMPLOYEES

As of March 31, 2000, the Company employed approximately 5,000 associates,
of whom approximately 2,000 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, 2000, the Company leased stores in 35 states:

            Alabama         6           Nevada                  2
            Arizona         4           New Hampshire           2
            Arkansas        1           New Jersey              40
            California      74          New Mexico              1
            Connecticut     12          New York                51
            Delaware        2           North Carolina          9
            Florida         19          Ohio                    19
            Georgia         20          Oklahoma                3
            Illinois        36          Oregon                  6
            Indiana         10          Pennsylvania            17
            Iowa            1           Rhode Island            1
            Kentucky        4           South Carolina          6
            Louisiana       11          Tennessee               8
            Maine           1           Texas                   35
            Maryland        15          Virginia                10
            Massachusetts   19          Washington              11
            Michigan        27          Wisconsin               7
            Missouri        6

                  Total:  496


The Company leases its executive offices, which consist of approximately
65,000 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.

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 position or results of operations of the Company.

Certain pending legal proceedings to which the Company was a party were
terminated during the fourth quarter of Fiscal 1999 in the ordinary course
of business. The termination of pending legal proceedings during that
fiscal quarter did not have a material effect on the results of operations
of the Company.

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

Not applicable.


PART II

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

The section captioned "Shareholder Information" in the 1999 Annual Report
to Stockholders, a copy of which is contained in Exhibit 13 to this Form
10-K, is incorporated herein by reference. (Only those portions of the 1999
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.)

All unregistered securities that the Company issued in Fiscal 1999,
consisting of stock options granted to associates and directors of the
Company, were described in the Company's Quarterly Reports on Form 10-Q
except that incentive stock options were issued during the last quarter of
the fiscal year, as follows:

            Grant       No. of Underlying Shares      Exercise Price
            -----       ------------------------      --------------

            11/1/99     10,000                        $10.00
            12/2/99      5,000                        $ 9.125

      The options become exercisable in five equal annual installments
commencing one year after the date of grant.

      The grants were exempt from the registration provisions of the
Securities Act under Section 4(2) thereof because the grantees are
employees of the issuer. Nevertheless, the Company intends to file a
registration statement with respect to the options before they become
exercisable.

Item 6.     Selected Financial Data.

The section captioned "Selected Financial Data" in the 1999 Annual Report
to Stockholders, a copy of which is contained in Exhibit 13 to this Form
10-K, 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 1999 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 1999 Annual Report to
Stockholders, a copy of which are contained in Exhibit 13 to this Form
10-K, are incorporated herein by reference.

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

Not applicable.


PART III

Item 10.    Directors and Executive Officers of the Registrant.

The subsection captioned "Election of Directors - Business and Professional
Experience" in the 2000 Proxy Statement is incorporated herein by
reference.

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

Kenneth P. Carroll, age 57, was the Company's Vice President - General
Counsel from before 1995 to March 1996, when he was elected the Senior Vice
President - General Counsel.

Ellen Demaio, age 42, has been the Senior Vice President - Merchandise of
United Retail Incorporated since February 1995.

James Broderick, age 46, has been the Vice President - Shop-At-Home of
United Retail Incorporated since January 2000. Previously, he was a Vice
President of Spiegel, Inc., a catalog company, since before 1995.

Raymond W. Brown, age 40, has been the Vice President - Associate Services
of United Retail Incorporated since May 1998. Previously, he was Vice
President - Human Resources of National Merchants Management Corp., a
management firm, since before 1995.

Carrie Cline-Tunick, age 39, 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, since before 1995.

Julie L. Daly, age 45, 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 before 1995.

Jeff Fink, age 41, has been the Vice President - Real Estate of United
Retail Incorporated since November 1999. Previously, he was Vice President
- Real Estate of Party City, Inc. since August 1997. He was Vice President
- Real Estate of Famous Footwear, Inc. from July 1997 to before 1995.

Kent Frauenberger, age 53, has been the Vice President - Logistics of
United Retail Logistics Operations Incorporated since before 1995.

Jon B. Grossman, age 42, has been the Vice President - Finance of the
Company since before 1995.

Charles E. Naff, age 56, has been the Vice President - Sales of United
Retail Incorporated since August 1996. Previously, he was the Vice
President - Store Operations of Leejay Bed and Bath, a retail chain, since
before 1995.

Bradley Orloff, age 42, has been the Vice President - Marketing of United
Retail Incorporated since before 1995.

Robert Portante, age 48, has been the Vice President - MIS of United Retail
Incorporated since before 1995.

Gerald Schleiffer, age 48, has been the Vice President - Planning and
Distribution of United Retail Incorporated since August 1999. He was Vice
President - Planning and Allocation of Nine West, Inc., a shoe retailer,
between July 1999 and June 1998. He was Director of Planning and Allocation
of Value City Department Stores, Inc. between May 1998 and February 1997.
He was Executive Vice President - Planning and Allocation of Lane Bryant,
Inc., a women's apparel retailer, from January 1997 to before 1995.

Fredric E. Stern, age 51, has been the Vice President - Controller of
United Retail Incorporated since before 1995.

The term of office of these executive officers will expire at the 2000
annual meeting of stockholders,

Item 11.    Executive Compensation.

The section captioned "Executive Compensation" in the 2000 Proxy Statement
is 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 2000 Proxy Statement are
incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.

The sections captioned "Certain Transactions" and "Compensation Committee
Interlocks and Insider Participation" in the 2000 Proxy Statement are
incorporated herein by reference.

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

      The following exhibits are filed herewith:

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

      10.1        Incentive Compensation Program Summary
      10.2        Amendment, dated December 28, 1999, to Financing Agreement
                  among the Corporation, United Retail Incorporated and The
                  CIT Group/Business Credit, Inc., as Agent and Lender ("CIT")
      10.3        Amendment, dated January 31, 2000, to Financing Agreement
                  among the Corporation, United Retail Incorporated,
                  Cloudwalkers, Inc. and CIT
      10.4        Financial Statements of Retirement Savings Plan for year
                  ended December 31, 1999
      13          Sections of 1999 Annual Report to Stockholders (including
                  report of Independent Accountants) that are incorporated by
                  reference in response to the items of the Annual Report on
                  Form 10-K
      23.1        Consent of Independent Accountants for the Corporation
      23.2        Consent of Independent Public Accountants for Retirement
                  Savings Plan
      27          Financial Data Schedule

      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
                        Limited Direct Associates, L.P.
      10.1.2            Right of First Refusal Agreement, dated as of September
                        17, 1999, between the Corporation and The Limited,
                        Inc./Intimate Brands, Inc. 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
      10.4*             Employment Agreement, dated March 26, 1998, between
                        the Corporation and Carrie Cline-Tunick and
                        amendment thereto.

      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 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
      10.7*             Restated 1989 Performance Option Plan as of May 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 exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 is incorporated herein by reference:

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

      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.

      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 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
      10.33*            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

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

      *     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 January 29, 2000.


                                  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, Chairman of the Board,
                 President and Chief  Executive Officer

Date:       April 20, 2000
            --------------

      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       Chairman of the Board, President,  April 20, 2000
-------------------------  Chief Executive Officer
Raphael Benaroya
Principal Executive
Officer


/s/ George R. Remeta       Vice Chairman, Chief               April 20, 2000
-------------------------  Administrative officer,
George R. Remeta           Secretary and Director
Principal Financial
Officer


/s/ Jon Grossman           Vice President - Finance           April 20, 2000
-------------------------
Jon Grossman
Principal Accounting
Officer


/s/ Joseph A. Alutto       Director                           April 20, 2000
-------------------------
Joseph A. Alutto


/s/ Russell Berrie         Director                           April 20, 2000
-------------------------
Russell Berrie


                           Director                           April 20, 2000
-------------------------
Joseph Ciechanover


/s/ Michael Goldstein      Director                           April 20, 2000
-------------------------
Michael Goldstein


                           Director                           April 20, 2000
-------------------------
Ilan Kaufthal


/s/ Vincent P. Langone     Director                           April 20, 2000
-------------------------
Vincent P. Langone


/s/ Richard W. Rubenstein  Director                           April 20, 2000
-------------------------
Richard W. Rubenstein




UNITED RETAIL GROUP, INC. EXHIBIT INDEX

      The following exhibits are filed herewith:

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

      10.1        Incentive Compensation Program Summary
      10.2        Amendment, dated December 28, 1999, to Financing Agreement
                  among the Corporation, United Retail Incorporated and The
                  CIT Group/Business Credit, Inc., as Agent and Lender
                  ("CIT")
      10.3        Amendment, dated January 31, 2000, to Financing Agreement
                  among the Corporation, United Retail Incorporated,
                  Cloudwalkers, Inc. and CIT
      10.4        Financial Statements of Retirement Savings Plan for year
                  ended December 31, 1999
      13          Sections of 1999 Annual Report to Stockholders (including
                  report of Independent Accountants) that are incorporated by
                  reference in response to the items of the Annual Report on
                  Form 10-K
      23.1        Consent of Independent Accountants for the Corporation
      23.2        Consent of Independent Public Accountants for Retirement
                  Savings Plan
      27          Financial Data Schedule

      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
                        Limited Direct Associates, L.P.
      10.1.2            Right of First Refusal Agreement, dated as of September
                        17, 1999, between the Corporation and The Limited,
                        Inc./Intimate Brands, Inc. 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
      10.4*             Employment Agreement, dated March 26, 1998, between
                        the Corporation and Carrie Cline-Tunick and
                        amendment thereto.

      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
      10.7*             Restated 1989 Performance Option Plan as of May 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 exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 is incorporated herein by reference:

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

      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.

      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 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
      10.33*            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
--------------------

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