Exhibit 10.2

          AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT


This Amendment is to that certain Private Label Credit Card Program
Agreement between World Financial Network National Bank, ("Bank ") and
United Retail Group, Inc. and United Retail Incorporated (collectively
referred to as "Retailer"), dated January 27, 1998.

                  * * * * * * * * * * * * * * * * * * * *

         WHEREAS, Bank and Retailer entered into that certain Private Label
Credit Card Program Agreement dated January 27, 1998, amended as of July 1,
1999 (the "Agreement"); and,

         WHEREAS, Bank and Retailer now desire to amend the Agreement as
set forth herein;

         NOW, THEREFORE, Bank and Retailer hereby agree as follows:

1.       The definition of "Cost of Funds" in Section 1.1., Definitions, is
         hereby amended effective as of December 1, 1999 to read as
         follows:

         "Cost of Funds" means, for any period, the following: (a) for up
         to the first Seventy Million Dollars ($70,000,000) tranche of
         Receivables, the cost of financing such Receivables for the three
         (3) month period commencing December 1, 1999 and for each three
         (3) month period thereafter will be based on one-year treasuries
         plus 25 basis points to be reset every three (3) months, with one
         (1) year treasuries not to be more than six and three-quarters
         percent (6.75%) per annum and not to be less than five percent
         (5%) per annum for the purpose of this calculation, and (b) for
         the balance of the Receivables, the cost of financing such
         Receivables for that period, based on the following: the average
         annualized cost of borrowings of the Master Trust(s) for that
         period (weighted at 90% of the cost of financing) and the average
         annualized cost of Bank's borrowings for that period (weighted at
         10% of the cost of financing), it being understood that Bank shall
         use its best efforts to obtain appropriate derivative instruments
         in respect of tranches of Receivables other than the first Seventy
         Million Dollars ($70,000,000) tranche of Receivables for amounts
         acceptable to Retailer ("Appropriate Derivative Instruments"),
         provided that such amounts shall be treated as Pass Through
         Expenses.

2.       For and in consideration of Bank's agreement to amend the
         Agreement Retailer agrees to pay to Bank on or before January 30,
         2000 the sum of Sixty-Six Thousand Dollars ($66,000).

3.       As hereby amended and supplemented, the Agreement shall remain in
         full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this
Amendment the date(s) set forth below.

World Financial Network National Bank


By: /s/ Robert P. Armiak
    ----------------------------------
Title:  Treasurer

Date:  12/29/99


United Retail Group, Inc.

By: /s/ George R. Remeta
    ---------------------------------
Title:  Vice Chairman

Date:  12/1/99


United Retail Incorporated

By:  /s/ Jon Grossman
     --------------------------------
Title:  Vice President - Finance

Date:  11/26/99