<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 February 1, 1997

                                       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)


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      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 7, 1997, 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 $35.2 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 are
filing 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 April 5, 1997, 12,190,375 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 February 1, 1997 (the
"1996 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 1997 annual
meeting of stockholders (the "1997 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 [by design] 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 565 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 brand name look
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, jackets, suits, dresses and coats.
Specialty items include a full line of 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 private label merchandise, which has higher
gross profit margins. The Company believes that its brand, AVENUE [by design],
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. Private label 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.

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 ("ISSC"), a wholly-owned subsidiary of IBM. The
computer hardware used in processing is located in Lexington, Kentucky, at a
facility operated by ISSC. See, "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Computer Systems." (Management's
Discussion and Analysis of Financial Condition and Results of Operations is a
section in the Company's 1996 Annual Report to Stockholders.)

PURCHASING

            Separate groups of merchants are responsible for different
categories of merchandise. See, also, "Management's Discussion and Analysis of
Financial Condition and Results of Operations - A Single Merchandise Assortment
Commencing in Mid-Spring 1996." Most of the merchandise purchased by the Company
consists of either manufacturer's "line merchandise" produced under the
Company's private label or custom designed garments produced for the Company by
contract manufacturing, also 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 1996, one manufacturer accounted for more than 5% but less
than 10% of the Company's merchandise purchases. Another manufacturer accounted
for more than 10% but less than 15% of the Company's merchandise purchases.

            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.

            All of the Company's proprietary credit cards are issued by Citibank
(South Dakota) N.A., which purchases credit card charges from the Company daily
at a discount that is adjusted annually.

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.


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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 Operations - Future Results."

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 [by design], used on
garment labels. The Company is also the sublicensee of certain national brand
names. See, "Certain Transactions" in the 1997 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, 1997, the Company employed approximately 5,500
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 80 store associates are covered by collective bargaining
agreements. The Company believes that its relations with its associates are
good.

SEASONALITY

            The Company's business is usually seasonal, with the first half of
the fiscal year providing a greater portion of the Company's annual net sales
and operating income. See, "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Seasonality."

Item 2.     Properties.

            As of March 31, 1997, the Company operated stores in 36 states:

            Alabama            6          Nevada              2
            Arizona            5          New Hampshire       2
            Arkansas           1          New Jersey         43
            California        87          New Mexico          1
            Connecticut       12          New York           57
            Delaware           2          North Carolina      9
            Florida           20          Ohio               23
            Georgia           21          Oklahoma            3
            Illinois          47          Oregon              7
            Indiana           12          Pennsylvania       20
            Iowa               2          Rhode Island        1
            Kentucky           5          South Carolina      8
            Louisiana         11          Tennessee          11
            Maine              1          Texas              36
            Maryland          16          Utah                1
            Massachusetts     20          Virginia           12
            Michigan          29          Washington         12
            Missouri           9          Wisconsin          11

            Total:  565

            Stores generally range in size from 2,500 to 6,000 net square feet.
The Company leases all its store locations. See, "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Properties."


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            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
1999.

            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 involved in various routine legal proceedings
incidental to the conduct of its business and maintains 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. Management believes that, giving effect to reserves, these
legal proceedings will not 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 February
1, 1997.

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

            Not applicable.


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<PAGE>   8
                                     PART II

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

            The section captioned "Shareholder Information" in the 1996 Annual
Report to Stockholders is incorporated herein by reference. (Only those portions
of the 1996 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.)

            During Fiscal 1996, the Company issued two stock options under its
1996 Stock Option Plan, one to purchase 25,000 shares issued on December 2, 1996
and one to purchase 20,000 shares issued on August 22, 1996. Both options are
exercisable at a price of $3.00 per share for a 10-year term with five-year
vesting and are incentive stock options under the Internal Revenue Code. Options
issued under the 1996 Stock Option Plan are not registered under the Securities
Act of 1933.

Item 6.     Selected Financial Data.

            The section captioned "Selected Financial Data" in the 1996 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 1996 Annual Report to
Stockholders is incorporated herein by reference.

Item 8.     Financial Statements and Supplementary Data.

            The section captioned "Consolidated Financial Statements" in the
1996 Annual Report to Stockholders is 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 subsections captioned "Election of Directors - Nominees" and " -
Business Experience" in the 1997 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 54, was the Company's Vice President -
General Counsel from April 1992 to March 1996, when he was elected the Senior
Vice President - General Counsel.

            Ellen Demaio, age 39, was a Vice President - Merchandise of United
Retail Incorporated from March 1992 to March 1994, when she was elected the
Senior Vice President - General Merchandising Manager of United Retail
Incorporated.

            Carrie Cline-Tunick, age 36, 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 1992.

            Julie L. Daly, age 42, 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 1992.

            Kent Frauenberger, age 50, has been the Vice President - Logistics
of United Retail Logistics Operations Incorporated since May l993. Previously,
he was Manager of Business Development of Exel Logistics Inc., a logistics firm,
since before 1992.

            Jon Grossman, age 39, has been the Vice President - Finance of the
Company since May 1992. Previously, he served the Company as its Director of
Financial Reporting.

            Sharon Harp, age 52, has been the Vice President - Planning and
Distribution of United Retail Incorporated since December 1996. She was the
Senior Vice President - Planning and Distribution of Petrie Retail Corp. between
November 1996 and November 1994 and was the Vice President - Planning and
Distribution of a division of The Limited between October 1994 and prior to
1992. Petrie Retail Corp. filed as debtor-in-possession under the United States
Bankruptcy Code.

            Alan R. Jones, age 49, 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 1992.

            Charles E. Naff, age 53, 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 1992.

            Bradley Orloff, age 39, has been the Vice President - Marketing of
United Retail Incorporated since before 1992.

            Robert Portante, age 45, 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
1992. Brooks filed as debtor in possession under the United States Bankruptcy
Code.


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            Fredric E. Stern, age 48, has been the Vice President - Controller
of United Retail Incorporated since before 1992.

            The term of office of these executive officers will expire at the
1997 annual meeting of stockholders, scheduled to be held in May 1997.

            The section captioned "Section 16(a) Beneficial Ownership Reporting
Compliance" in the 1997 Proxy Statement is incorporated herein by reference.

Item 11. Executive Compensation.

            The sections captioned "Executive Compensation" and "Report of
Compensation Committee" in the 1997 Proxy Statement are incorporated herein by
reference.

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

            The section captioned "Security Ownership of Principal Stockholders
and Management" in the 1997 Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

            The section captioned "Certain Transactions" in the 1997 Proxy
Statement is incorporated herein by reference.

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

            Not applicable.

The following exhibits are filed herewith:

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

      10.1               Amendment No. 9, dated January 31, 1997, to Letter of
                         Credit Agreement among the Corporation, its
                         subsidiaries and The Chase Manhattan Bank ("Chase")

      10.2               Amendment No. 8, dated January 31, 1997 to Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

      10.3               Financial Statements of Retirement Savings Plan for
                         year ended December 31, 1996

      13                 Sections of 1996 Annual Report to Stockholders
                         (including opinion of Independent Public Accountants)
                         that are incorporated by reference in response to the
                         items of the Annual Report on Form 10-K

      23.1               Consent of Independent Public Accountants for the
                         Corporation 

      23.2               Consent of Independent Public Accountants for
                         Retirement Savings Plan

      27                 Financial Data Schedule


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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 August 3, 1996 are incorporated herein by reference:

      Number in Filing   Description
      ----------------   -----------
      10.1               Amendment No. 8, dated August 22, 1996, to Letter of
                         Credit Agreement among the Corporation, its
                         subsidiaries and Chase

      10.2               Amendment No. 7, dated August 22, 1996, to Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

      10.3               Letter, dated August 23, 1996, with respect to Credit
                         Agreement between the Corporation and Citibank (South
                         Dakota) N.A. ("Citibank")

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.*


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The following exhibits to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are incorporated herein by reference:

      Number in Filing   Description
      ----------------   -----------
      10.1               Amendment No. 7, dated March 5, 1996, to Letter of
                         Credit Agreement among the Corporation, its
                         subsidiaries and Chase

      10.2               Amendment No. 6, dated March 5, 1996, to the Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

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

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 29, 1995 are incorporated herein by reference:

      Number in Filing   Description
      ----------------   -----------
      10.1               Amendment No. 5, dated January 31, 1995, to the Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

      10.2               Amendment No. 6, dated January 31, 1995, to the Letter
                         of Credit Agreement among the Corporation, its
                         subsidiaries and Chase

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


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

      l0.2*              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 following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended October 30, 1993 are incorporated herein by reference.

      Number in Filing   Description
      ----------------   -----------
      10.1               Amendment Nos. 3 and 4, dated September 30, 1993 and
                         November 18, 1993, respectively, to Credit Agreement
                         among the Corporation, its subsidiaries and Chase

      10.2               Amendment Nos. 4 and 5, dated September 30, 1993 and
                         November 18, 1993, respectively, to Letter of Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 31, 1993 are incorporated herein by reference.

      Number in Filing   Description
      ----------------   -----------
      4.1                Amended By-Laws of the Corporation, as amended June 1,
                         1993

      4.2                Amendment No. 1, dated June 1, 1993, to Restated
                         Stockholders' Agreement, dated December 23, 1992,
                         between the Corporation and certain of its stockholders

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.*


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<PAGE>   14
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

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

      4.2                Restated Stockholders' Agreement, dated December 23,
                         1992, between the Corporation and certain of its
                         stockholders

      10.1               Amendment No. 1, dated March 17, 1992, to Letter of
                         Credit Agreement between the Corporation, its
                         subsidiaries and Chase

      10.2               Amendment No. 2, dated May 4, 1992, to Letter of Credit
                         Agreement between the Corporation, its subsidiaries and
                         Chase

      10.3               Amendment No. 3, dated July 2, 1992, to Letter of
                         Credit Agreement between the Corporation , its
                         subsidiaries and Chase

      10.4               Amendment No. 1, dated May 4, 1992, to Credit Agreement
                         between the Corporation, its subsidiaries and Chase

      10.5               Amendment No. 2, dated July 2, 1992, to Credit
                         Agreement between the Corporation, its subsidiaries and
                         Chase

      10.6               Second Amendment to Lease, dated June 30, 1992, to
                         Office Lease between Mack Passaic Street Properties Co.
                         and Sizes Unlimited, Inc. (now known as United Retail
                         Incorporated)

      10.7               Guaranty of Lease, dated June 30, 1992, made by Sizes
                         Unlimited Holding Corporation (now known as United
                         Retail Holding Corporation) to Mack Passaic Street
                         Properties Co.

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.

      10.2.2             Amendment to Software License Agreement, dated December
                         10, 1991

      10.7               Amended and Restated Gloria Vanderbilt Hosiery
                         Sublicense Agreement, dated as of April 30, 1989,
                         between American Licensing Group, Inc. (Licensee) and
                         Sizes Unlimited, Inc. (Sublicensee)

      10.11              Office Lease, dated June 12, 1987, between Mack Passaic
                         Street Properties Co. and Sizes Unlimited, Inc. and
                         Amendment thereto dated August 21, 1988


      10.12              Amended and Restated Master Affiliate Sublease
                         Agreement, dated as of July 17, 1989, among Lane
                         Bryant, Inc., Lerner Stores, Inc. (Landlord) and Sizes
                         Unlimited, Inc. (Tenant) and Amendment thereto, dated
                         July 17, 1989

      10.23*             Restated Employment Agreement, dated November 1, 1991,
                         between the Corporation and Raphael Benaroya

      10.25*             Restated Employment Agreement, dated November 1, 1991,
                         between the Corporation and George R. Remeta

      10.29*             Restated 1989 Management Stock Option Plan, dated
                         November 1, 1991

      10.30*             Performance Option Agreement, dated July 17, 1989,
                         between the Corporation, then known as Lernmark, Inc.,
                         and Raphael Benaroya and First Amendment thereto dated
                         November 1, 1991


                                       14
<PAGE>   15
      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

      10.40              Credit Agreement, dated as of February 24, 1992, among
                         the Corporation, its subsidiaries and Chase

      10.41              Letter of Credit Agreement, dated as of February 24,
                         1992, among the Corporation, its subsidiaries and Chase

The following exhibit to the Restated Schedule 13D, dated February 5, 1997, of
Raphael Benaroya with respect to shares of Common Stock of the Corporation is
incorporated herein by reference:

      Number in Filing   Description
      ----------------   -----------
      99.10              Amendment No. 2, dated February 1, 1997, to Restated
                         Stockholders' Agreement, dated December 23, 1992,
                         between the Corporation and certain of its stockholders

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

      *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 February 1, 1997.


                                       15
<PAGE>   16
                                   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 21, 1997

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 21, 1997
Principal Executive Officer   President, Chief Executive
                              Officer and Director

/S/ GEORGE R. REMETA
-------------------------
George R. Remeta              Vice Chairman,                     April 21, 1997
Principal Financial Officer   Chief Financial Officer,
                              Secretary and Director

/S/ JON GROSSMAN
-------------------------
Jon Grossman                  Vice President - Finance           April 21, 1997
Principal Accounting Officer

/S/ JOSEPH A. ALUTTO
-------------------------
Joseph A. Alutto              Director                           April 21, 1997

/S/ RUSSELL BERRIE
-------------------------
Russell Berrie                Director                           April 21, 1997

/S/ JOSEPH CIECHANOVER
-------------------------
Joseph Ciechanover            Director                           April 21, 1997

/S/ ILAN KAUFTHAL
-------------------------
Ilan Kaufthal                 Director                           April 21, 1997

/S/ VINCENT LANGONE
-------------------------
Vincent Langone               Director                           April 21, 1997

/S/ CHRISTINA A. MOHR
-------------------------
Christina A. Mohr             Director                           April 21, 1997

/S/ RICHARD W. RUBENSTEIN
-------------------------
Richard W. Rubenstein         Director                           April 21, 1997


                                       16
<PAGE>   17
UNITED RETAIL GROUP, INC. EXHIBIT INDEX

The following exhibits are filed herewith:

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

      10.1               Amendment No. 9, dated January 31, 1997, to Letter of
                         Credit Agreement among the Corporation, its
                         subsidiaries and The Chase Manhattan Bank ("Chase")

      10.2               Amendment No. 8, dated January 31, 1997 to Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

      10.3               Financial Statements of Retirement Savings Plan for
                         year ended December 31, 1996

      13                 Sections of 1996 Annual Report to Stockholders
                         (including opinion of Independent Public Accountants)
                         that are incorporated by reference in response to the
                         items of the Annual Report on Form 10-K

      23.1               Consent of Independent Public Accountants for the
                         Corporation

      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 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 August 3, 1996 are incorporated herein by reference:

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

      10.1               Amendment No. 8, dated August 22, 1996, to Letter of
                         Credit Agreement among the Corporation, its
                         subsidiaries and Chase

      10.2               Amendment No. 7, dated August 22, 1996, to Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

      10.3               Letter, dated August 23, 1996, with respect to Credit
                         Agreement between the Corporation and Citibank (South
                         Dakota) N.A. ("Citibank")


                                       17
<PAGE>   18
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 exhibits to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are incorporated herein by reference:

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

      10.1               Amendment No. 7, dated March 5, 1996, to Letter of
                         Credit Agreement among the Corporation, its
                         subsidiaries and Chase

      10.2               Amendment No. 6, dated March 5, 1996, to the Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

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

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 29, 1995 are incorporated herein by reference:

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

      10.1               Amendment No. 5, dated January 31, 1995, to the Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

      10.2               Amendment No. 6, dated January 31, 1995, to the Letter
                         of Credit Agreement among the Corporation, its
                         subsidiaries and Chase

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


                                       18
<PAGE>   19
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
      ----------------   -----------

      l0.2*              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 following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended October 30, 1993 are incorporated herein by reference.

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

      10.1               Amendment Nos. 3 and 4, dated September 30, 1993 and
                         November 18, 1993, respectively, to Credit Agreement
                         among the Corporation, its subsidiaries and Chase

      10.2               Amendment Nos. 4 and 5, dated September 30, 1993 and
                         November 18, 1993, respectively, to Letter of Credit
                         Agreement among the Corporation, its subsidiaries and
                         Chase

The following exhibits to the Corporation's Quarterly Report on Form 10-Q for
the period ended July 31, 1993 are incorporated herein by reference.

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

      4.1                Amended By-Laws of the Corporation, as amended June 1,
                         1993

      4.2                Amendment No. 1, dated June 1, 1993, to Restated
                         Stockholders' Agreement, dated December 23, 1992,
                         between the Corporation and certain of its stockholders

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.*


                                       19
<PAGE>   20
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

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

      4.2                Restated Stockholders' Agreement, dated December 23,
                         1992, between the Corporation and certain of its
                         stockholders

      10.1               Amendment No. 1, dated March 17, 1992, to Letter of
                         Credit Agreement between the Corporation, its
                         subsidiaries and Chase

      10.2               Amendment No. 2, dated May 4, 1992, to Letter of Credit
                         Agreement between the Corporation its subsidiaries and
                         Chase

      10.3               Amendment No. 3, dated July 2, 1992, to Letter of
                         Credit Agreement between the Corporation , its
                         subsidiaries and Chase

      10.4               Amendment No. 1, dated May 4, 1992, to Credit Agreement
                         between the Corporation, its subsidiaries and Chase

      10.5               Amendment No. 2, dated July 2, 1992, to Credit
                         Agreement between the Corporation, its subsidiaries and
                         Chase

      10.6               Second Amendment to Lease, dated June 30, 1992, to
                         Office Lease between Mack Passaic Street Properties Co.
                         and Sizes Unlimited, Inc. (now known as United Retail
                         Incorporated)

      10.7               Guaranty of Lease, dated June 30, 1992, made by Sizes
                         Unlimited Holding Corporation (now known as United
                         Retail Holding Corporation) to Mack Passaic Street
                         Properties Co.

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.

      10.2.2             Amendment to Software License Agreement, dated December
                         10, 1991

      10.7               Amended and Restated Gloria Vanderbilt Hosiery
                         Sublicense Agreement, dated as of April 30, 1989,
                         between American Licensing Group, Inc. (Licensee) and
                         Sizes Unlimited, Inc. (Sublicensee)

      10.11              Office Lease, dated June 12, 1987, between Mack Passaic
                         Street Properties Co. and Sizes Unlimited, Inc. and
                         Amendment thereto dated August 21, 1988

      10.12              Amended and Restated Master Affiliate Sublease
                         Agreement, dated as of July 17, 1989, among Lane
                         Bryant, Inc., Lerner Stores, Inc. (Landlord) and Sizes
                         Unlimited, Inc. (Tenant) and Amendment thereto, dated
                         July 17, 1989

      10.23*             Restated Employment Agreement, dated November 1, 1991,
                         between the Corporation and Raphael Benaroya

      10.25*             Restated Employment Agreement, dated November 1, 1991,
                         between the Corporation and George R. Remeta

      10.29*             Restated 1989 Management Stock Option Plan, dated
                         November 1, 1991

      10.30*             Performance Option Agreement, dated July 17, 1989,
                         between the Corporation, then known as Lernmark, Inc.,
                         and Raphael Benaroya and First Amendment thereto dated
                         November 1, 1991


                                       20
<PAGE>   21
      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

      10.40              Credit Agreement, dated as of February 24, 1992, among
                         the Corporation, its subsidiaries and Chase

      10.41              Letter of Credit Agreement, dated as of February 24,
                         1992, among the Corporation, its subsidiaries and Chase

The following exhibit to the Restated Schedule 13D, dated February 5, 1997, of
Raphael Benaroya with respect to shares of Common Stock of the Corporation is
incorporated herein by reference:

Number in Filing Description

      99.10              Amendment No. 2, dated February 1, 1997, to Restated
                         Stockholders' Agreement, dated December 23, 1992,
                         between the Corporation and certain of its stockholders


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

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


                                       21