SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                  FORM 8-K

                               CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


    Date of Report (Date of Earliest Event Reported): September 14, 1999



                            United Retail Group, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)



        Delaware                00019774               51-0303670
     ---------------          ------------          -------------------
     (State or other          (Commission             (IRS Employer
     jurisdiction of          File Number)          Identification No.)
     incorporation)


     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

                                 Not Applicable
        -------------------------------------------------------------
        (Former name or former address, if changed since last report)



 Item 5.  Other Events.

 (a)  Adoption of Rights Plan

           The Board of Directors of United Retail Group, Inc. (the
 "Company") has declared a dividend distribution of one Right for each
 outstanding share of Company Common Stock to stockholders of record at the
 close of business on September 27, 1999  (the "Record Date").  Each Right
 entitles the registered holder to purchase from the Company a unit
 consisting of one one-hundredth of a share (a "Unit") of Series A Junior
 Participating Preferred Stock, $.001 par value (the "Series A Preferred
 Stock"), at a Purchase Price of $65 per Unit, subject to adjustment.  The
 description and terms of the Rights are set forth in a Rights Agreement
 (the "Rights Agreement"), dated as of September 14, 1999, between the
 Company and Continental Stock Transfer & Trust Company, as Rights Agent.

           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  Subject to certain exceptions specified
 in the Rights Agreement, the Rights will separate from the Common Stock and
 a Distribution Date will occur upon the earliest to occur of (i) the tenth
 business day following the date (the "Stock Acquisition Date") of the first
 public announcement by the Company that any person or group has become the
 beneficial owner of 15% or more of the Common Stock then outstanding (other
 than the Company, any subsidiary of the Company, any employee benefit plan
 of the Company or any subsidiary, and certain other persons or groups,
 including Raphael Benaroya and related parties (provided they beneficially
 own less than 25% of the Common Stock)), (ii) the tenth business day
 following the commencement of a tender or exchange offer if, upon its
 consummation, the offeror would become the beneficial owner of 15% or more
 of the Common Stock then outstanding, or (iii) a merger or other business
 combination transaction involving the Company.  Until the Distribution
 Date, (i) the Rights will be evidenced by the Common Stock certificates and
 will be transferred with and only with such Common Stock certificates, (ii)
 new Common Stock certificates issued after the Record Date will contain a
 notation incorporating the Rights Agreement by reference and (iii) the
 surrender for transfer of any certificates for Common Stock outstanding
 will also constitute the transfer of the Rights associated with the Common
 Stock represented by such certificate.  Pursuant to the Rights Agreement,
 the Company reserves the right to require prior to the occurrence of a
 Triggering Event (as defined below) that, upon any exercise of Rights, a
 number of Rights be exercised so that only whole shares of Preferred Stock
 will be issued.

           The Rights are not exercisable until the Distribution Date and
 will expire at 5:00 P.M. (Eastern standard time) on September 28, 2009,
 unless earlier redeemed, exchanged, extended or terminated by the Company
 as described below.  At no time will the rights have any voting power.

           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except in
 connection with the issuance of shares of Common Stock pursuant to the
 exercise of stock options or under employees plans and as otherwise
 determined by the Board of Directors, only shares of Common Stock issued
 prior to the Distribution Date will be issued with Rights.

           In the event that a Person becomes an Acquiring Person, except
 pursuant to an offer for all outstanding shares of Common Stock which the
 independent directors determine to be fair and not inadequate to and to
 otherwise be in the best interests of the Company and its stockholders,
 after receiving advice from one or more investment banking firms (a
 "Qualifying Offer"), each holder of a Right will thereafter have the right
 to receive, upon exercise, Common Stock (or, in certain circumstances,
 cash, property or other securities of the Company) having a value equal to
 two times the exercise price of the Right.  Notwithstanding any of the
 foregoing, following the occurrence of the event set forth in this
 paragraph, all Rights that are, or (under certain circumstances specified
 in the Rights Agreement) were, beneficially owned by any Acquiring Person
 will be null and void.  However, Rights are not exercisable following the
 occurrence of the event set forth above until such time as the Rights are
 no longer redeemable by the Company as set forth below.

           For example, at an exercise price of $65 per Right, each Right
 not owned by an Acquiring Person (or by certain related parties) following
 an event set forth in the preceding paragraph would entitle its holder to
 purchase $130 worth of Common Stock (or other consideration, as noted
 above) for $65.  Assuming that the Common Stock had a per share value of
 $13 at such time, the holder of each valid Right would be entitled to
 purchase 10 shares of Common Stock for $65.

           In the event that (i) the Company is acquired in a merger (other
 than a "clean-up" merger which follows a Qualifying Offer) or other
 business combination transaction (x) in which the Company is not the
 surviving entity,  (y) in which the Company is the surviving entity and the
 Common Stock is changed or exchanged or the Common Stock remains
 outstanding but constitutes less than 50% of the shares outstanding
 immediately following the merger, or (ii) 50% or more of the Company's
 assets or earning power is transferred, each holder of a Right (except
 Rights which have previously been voided as set forth above) shall
 thereafter have the right to receive, upon exercise, common stock of the
 acquiring company having a value equal to two times the exercise price of
 the Right.  The events set forth in this paragraph and in the second
 preceding paragraph are referred to as the "Triggering Events."

           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which have become void), in whole
 or in part, at an exchange ratio of one share of Common Stock, or one one-
 hundredth of a share of Preferred Stock (or of a share of a class or series
 of the Company's preferred stock having equivalent rights, preferences and
 privileges), per Right (subject to adjustment).

           At any time until fifteen business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $0.01 per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  Immediately
 upon the action of the Board of Directors ordering redemption of the
 Rights, the Rights will terminate and the only right of the holders of
 Rights will be to receive the $0.01 redemption price.

           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company or in the event of the redemption of the Rights as set
 forth above.

           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date.
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights, or to shorten
 or lengthen any time period under the Rights Agreement.  The foregoing
 notwithstanding, no amendment may be made at such time as the Rights are
 not redeemable.

           The Rights Agreement specifying the terms of the Rights is
 Exhibit 4 hereto and is incorporated herein by reference.  The foregoing
 description of the Rights is qualified in its entirety by reference to such
 exhibit.

 (b)  Amendments to By-Laws

           On September 14, 1999, the Board of Directors of the Company
 further amended the Restated By-Laws of the Company to provide, among other
 things, that notice by a stockholder of business or nominations for
 directors to be brought before an annual meeting of stockholders must be
 given to the Company at least 90 days prior to the anniversary date of the
 prior year's annual meeting.  A copy of the Restated By-Laws of the Company
 as amended are filed herewith as Exhibit 3 (the "Amended By-laws").

           Under the Amended Bylaws, a stockholder who wishes to propose
 business for consideration or to nominate persons for election to the Board
 of Directors at the Company's 2000 Annual Meeting of Stockholders must
 deliver or mail to the Company and the Company must receive on or before
 February 26, 2000 the information specified in the Amended Bylaws regarding
 such proposal or nomination.

           Additionally, under the Securities and Exchange Commission's Rule
 14a-4, at the 2000 Annual Meeting of Stockholders, the Company may exercise
 discretionary voting authority under proxies it solicits to vote on a
 proposal made by a stockholder that the stockholder does not seek to
 include in the Company's proxy statement pursuant to Rule 14a-8 unless the
 Company is notified about the proposal on or before February 26, 2000, and
 the stockholder satisfies the other requirements of Rule 14a-4(c).

           The Restated By-laws were also amended to permit the creation of
 an Executive Committee of the Board (which Committee has not yet been
 established) which would generally be given all of the powers of the Board
 permitted under Delaware law. The Board also made certain other amendments
 to the Restated By-laws, including, among others, elimination of a
 provision requiring the holding of the annual meeting within 13 months of
 the prior year's meeting, mandating the appointment of an inspector of
 elections, eliminating the provision regarding the required vote of
 directors when there is a conflict of interest, and conforming certain
 indemnification provisions to make them consistent with Delaware law.

 (c) Stock Repurchase Program

           On September 14, 1999, the Board of Directors of the Company
 authorized the repurchase by the Company of up to 1,600,000 shares of its
 outstanding Common Stock. Purchases will be made from time to time as
 market and business conditions warrant, in open market, negotiated or
 block transactions. At September 13, 1999, the Company had 13,142,488
 shares of Common Stock outstanding.

           On September 15, 1999, the Company issued a press release
 disclosing the stock repurchase program and distribution of the Rights, a
 copy of which is filed as Exhibit 99 to this Current Report on Form 8-K.


 Item 7.  Financial Statements and Exhibits.

 (c) Exhibits.

 Exhibit No.    Exhibit
 -----------    -------
      3         Restated By-Laws of United Retail Group, Inc., as amended
                on September 14, 1999 (together with form of amendment to
                By-laws).

      4         Rights Agreement, dated as of September 14, 1999,
                between United Retail Group, Inc. and Continental Stock
                Transfer & Trust Company, as Rights Agent, is
                incorporated herein by reference to the exhibit to the
                Company's Registration Statement on Form 8-A, dated
                September 15, 1999.

      99        Press Release issued by the Company on September 15, 1999.



                                 SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.


                              UNITED RETAIL GROUP, INC.


                              By: __________________________________________
                                  Name:  George R. Remeta
                                  Title: Vice Chairman, Chief Administrative
                                           Officer and Secretary


 Date:  September 15, 1999




                             INDEX TO EXHIBITS


 Exhibit No.      Exhibit
 -----------      -------
     3            Restated By-Laws of United Retail Group, Inc., as amended
                  on September 14, 1999 (together with form of amendment to
                  By-laws).

     4            Rights Agreement, dated as of September 14, 1999, between
                  United Retail Group, Inc. and Continental Stock Transfer &
                  Trust Company, as Rights Agent, is incorporated herein by
                  reference to the exhibit to the Company's Registration
                  Statement on Form 8-A, dated September 15, 1999.

    99            Press Release issued by the Company on September 15, 1999.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 14851}]
{"company-data": {"conformed-name": "UNITED RETAIL GROUP INC/DE", "cik": "0000881905", "assigned-sic": "5621", "irs-number": "510303670", "state-of-incorporation": "DE", "fiscal-year-end": "0130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19774", "film-number": "99713102"}, "business-address": {"street1": "365 WEST PASSAIC ST", "city": "ROCHELLE PARK", "state": "NJ", "zip": "07662", "phone": "2018450880"}, "mail-address": {"street1": "365 W PASSAIC STREET", "street2": "365 W PASSAIC STREET", "city": "ROCHELLE PARK", "state": "NJ", "zip": "07662"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of Earliest Event Reported): September 14, 1999

                            United Retail Group, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

        Delaware                00019774               51-0303670
     ---------------          ------------          -------------------
     (State or other          (Commission             (IRS Employer
     jurisdiction of          File Number)          Identification No.)
     incorporation)

     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

                                 Not Applicable
        -------------------------------------------------------------
        (Former name or former address, if changed since last report)

 Item 5.  Other Events.

 (a)  Adoption of Rights Plan

           The Board of Directors of United Retail Group, Inc. (the
 "Company") has declared a dividend distribution of one Right for each
 outstanding share of Company Common Stock to stockholders of record at the
 close of business on September 27, 1999  (the "Record Date").  Each Right
 entitles the registered holder to purchase from the Company a unit
 consisting of one one-hundredth of a share (a "Unit") of Series A Junior
 Participating Preferred Stock, $.001 par value (the "Series A Preferred
 Stock"), at a Purchase Price of $65 per Unit, subject to adjustment.  The
 description and terms of the Rights are set forth in a Rights Agreement
 (the "Rights Agreement"), dated as of September 14, 1999, between the
 Company and Continental Stock Transfer & Trust Company, as Rights Agent.

           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  Subject to certain exceptions specified
 in the Rights Agreement, the Rights will separate from the Common Stock and
 a Distribution Date will occur upon the earliest to occur of (i) the tenth
 business day following the date (the "Stock Acquisition Date") of the first
 public announcement by the Company that any person or group has become the
 beneficial owner of 15% or more of the Common Stock then outstanding (other
 than the Company, any subsidiary of the Company, any employee benefit plan
 of the Company or any subsidiary, and certain other persons or groups,
 including Raphael Benaroya and related parties (provided they beneficially
 own less than 25% of the Common Stock)), (ii) the tenth business day
 following the commencement of a tender or exchange offer if, upon its
 consummation, the offeror would become the beneficial owner of 15% or more
 of the Common Stock then outstanding, or (iii) a merger or other business
 combination transaction involving the Company.  Until the Distribution
 Date, (i) the Rights will be evidenced by the Common Stock certificates and
 will be transferred with and only with such Common Stock certificates, (ii)
 new Common Stock certificates issued after the Record Date will contain a
 notation incorporating the Rights Agreement by reference and (iii) the
 surrender for transfer of any certificates for Common Stock outstanding
 will also constitute the transfer of the Rights associated with the Common
 Stock represented by such certificate.  Pursuant to the Rights Agreement,
 the Company reserves the right to require prior to the occurrence of a
 Triggering Event (as defined below) that, upon any exercise of Rights, a
 number of Rights be exercised so that only whole shares of Preferred Stock
 will be issued.

           The Rights are not exercisable until the Distribution Date and
 will expire at 5:00 P.M. (Eastern standard time) on September 28, 2009,
 unless earlier redeemed, exchanged, extended or terminated by the Company
 as described below.  At no time will the rights have any voting power.

           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except in
 connection with the issuance of shares of Common Stock pursuant to the
 exercise of stock options or under employees plans and as otherwise
 determined by the Board of Directors, only shares of Common Stock issued
 prior to the Distribution Date will be issued with Rights.

           In the event that a Person becomes an Acquiring Person, except
 pursuant to an offer for all outstanding shares of Common Stock which the
 independent directors determine to be fair and not inadequate to and to
 otherwise be in the best interests of the Company and its stockholders,
 after receiving advice from one or more investment banking firms (a
 "Qualifying Offer"), each holder of a Right will thereafter have the right
 to receive, upon exercise, Common Stock (or, in certain circumstances,
 cash, property or other securities of the Company) having a value equal to
 two times the exercise price of the Right.  Notwithstanding any of the
 foregoing, following the occurrence of the event set forth in this
 paragraph, all Rights that are, or (under certain circumstances specified
 in the Rights Agreement) were, beneficially owned by any Acquiring Person
 will be null and void.  However, Rights are not exercisable following the
 occurrence of the event set forth above until such time as the Rights are
 no longer redeemable by the Company as set forth below.

           For example, at an exercise price of $65 per Right, each Right
 not owned by an Acquiring Person (or by certain related parties) following
 an event set forth in the preceding paragraph would entitle its holder to
 purchase $130 worth of Common Stock (or other consideration, as noted
 above) for $65.  Assuming that the Common Stock had a per share value of
 $13 at such time, the holder of each valid Right would be entitled to
 purchase 10 shares of Common Stock for $65.

           In the event that (i) the Company is acquired in a merger (other
 than a "clean-up" merger which follows a Qualifying Offer) or other
 business combination transaction (x) in which the Company is not the
 surviving entity,  (y) in which the Company is the surviving entity and the
 Common Stock is changed or exchanged or the Common Stock remains
 outstanding but constitutes less than 50% of the shares outstanding
 immediately following the merger, or (ii) 50% or more of the Company's
 assets or earning power is transferred, each holder of a Right (except
 Rights which have previously been voided as set forth above) shall
 thereafter have the right to receive, upon exercise, common stock of the
 acquiring company having a value equal to two times the exercise price of
 the Right.  The events set forth in this paragraph and in the second
 preceding paragraph are referred to as the "Triggering Events."

           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which have become void), in whole
 or in part, at an exchange ratio of one share of Common Stock, or one one-
 hundredth of a share of Preferred Stock (or of a share of a class or series
 of the Company's preferred stock having equivalent rights, preferences and
 privileges), per Right (subject to adjustment).

           At any time until fifteen business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $0.01 per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors).  Immediately
 upon the action of the Board of Directors ordering redemption of the
 Rights, the Rights will terminate and the only right of the holders of
 Rights will be to receive the $0.01 redemption price.

           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company or in the event of the redemption of the Rights as set
 forth above.

           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date.
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights, or to shorten
 or lengthen any time period under the Rights Agreement.  The foregoing
 notwithstanding, no amendment may be made at such time as the Rights are
 not redeemable.

           The Rights Agreement specifying the terms of the Rights is
 Exhibit 4 hereto and is incorporated herein by reference.  The foregoing
 description of the Rights is qualified in its entirety by reference to such
 exhibit.

 (b)  Amendments to By-Laws

           On September 14, 1999, the Board of Directors of the Company
 further amended the Restated By-Laws of the Company to provide, among other
 things, that notice by a stockholder of business or nominations for
 directors to be brought before an annual meeting of stockholders must be
 given to the Company at least 90 days prior to the anniversary date of the
 prior year's annual meeting.  A copy of the Restated By-Laws of the Company
 as amended are filed herewith as Exhibit 3 (the "Amended By-laws").

           Under the Amended Bylaws, a stockholder who wishes to propose
 business for consideration or to nominate persons for election to the Board
 of Directors at the Company's 2000 Annual Meeting of Stockholders must
 deliver or mail to the Company and the Company must receive on or before
 February 26, 2000 the information specified in the Amended Bylaws regarding
 such proposal or nomination.

           Additionally, under the Securities and Exchange Commission's Rule
 14a-4, at the 2000 Annual Meeting of Stockholders, the Company may exercise
 discretionary voting authority under proxies it solicits to vote on a
 proposal made by a stockholder that the stockholder does not seek to
 include in the Company's proxy statement pursuant to Rule 14a-8 unless the
 Company is notified about the proposal on or before February 26, 2000, and
 the stockholder satisfies the other requirements of Rule 14a-4(c).

           The Restated By-laws were also amended to permit the creation of
 an Executive Committee of the Board (which Committee has not yet been
 established) which would generally be given all of the powers of the Board
 permitted under Delaware law. The Board also made certain other amendments
 to the Restated By-laws, including, among others, elimination of a
 provision requiring the holding of the annual meeting within 13 months of
 the prior year's meeting, mandating the appointment of an inspector of
 elections, eliminating the provision regarding the required vote of
 directors when there is a conflict of interest, and conforming certain
 indemnification provisions to make them consistent with Delaware law.

 (c) Stock Repurchase Program

           On September 14, 1999, the Board of Directors of the Company
 authorized the repurchase by the Company of up to 1,600,000 shares of its
 outstanding Common Stock. Purchases will be made from time to time as
 market and business conditions warrant, in open market, negotiated or
 block transactions. At September 13, 1999, the Company had 13,142,488
 shares of Common Stock outstanding.

           On September 15, 1999, the Company issued a press release
 disclosing the stock repurchase program and distribution of the Rights, a
 copy of which is filed as Exhibit 99 to this Current Report on Form 8-K.

 Item 7.  Financial Statements and Exhibits.

 (c) Exhibits.

 Exhibit No.    Exhibit
 -----------    -------
      3         Restated By-Laws of United Retail Group, Inc., as amended
                on September 14, 1999 (together with form of amendment to
                By-laws).

      4         Rights Agreement, dated as of September 14, 1999,
                between United Retail Group, Inc. and Continental Stock
                Transfer & Trust Company, as Rights Agent, is
                incorporated herein by reference to the exhibit to the
                Company's Registration Statement on Form 8-A, dated
                September 15, 1999.

      99        Press Release issued by the Company on September 15, 1999.

                                 SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                              UNITED RETAIL GROUP, INC.

                              By: __________________________________________
                                  Name:  George R. Remeta
                                  Title: Vice Chairman, Chief Administrative
                                           Officer and Secretary

 Date:  September 15, 1999

                             INDEX TO EXHIBITS

 Exhibit No.      Exhibit
 -----------      -------
     3            Restated By-Laws of United Retail Group, Inc., as amended
                  on September 14, 1999 (together with form of amendment to
                  By-laws).

     4            Rights Agreement, dated as of September 14, 1999, between
                  United Retail Group, Inc. and Continental Stock Transfer &
                  Trust Company, as Rights Agent, is incorporated herein by
                  reference to the exhibit to the Company's Registration
                  Statement on Form 8-A, dated September 15, 1999.

    99            Press Release issued by the Company on September 15, 1999.