<PAGE>   1
                                                                Registration No.


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



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


                                    Delaware
         (State or other jurisdiction of incorporation or organization)


                                   51-0303670
                      (I.R.S. employer identification no.)

            365 West Passaic Street, Rochelle Park, New Jersey 07662
               (Address of principal executive offices) (Zip code)

                     United Retail Group 1998 Stock Options
                            (Full title of the plan)

                                George R. Remeta
                             365 West Passaic Street
                         Rochelle Park, New Jersey 07662
                     (Name and address of agent for service)

                                 (201) 909-2110
           Telephone number, including area code, of agent for service
<PAGE>   2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                Proposed maximum          Proposed maximum
        Title of securities                  Amount to be        offering price               aggregate
         to be registered                     registered           per unit                 offering price         Filing fee
         ----------------                     ----------           --------                 --------------         ----------
<S>                                          <C>                <C>                       <C>                      <C>
Common Stock, $.001 par value per            300,000 shares            $6.3125(1)              $1,893,750           $558.66
share (issuable to Company
officers under an employee benefit
arrangement)

Common Stock, $.001 par value per             20,000 shares        from $11.50 to                $239,860            $70.76
share (issuable to a Company                  -------------                                      --------            ------
director under an employee benefit                                      $12.08(1)
arrangement)

Total                                        320,000 shares                                    $2,133,610           $629.42
                                             ==============                                    ==========           =======
</TABLE>

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

(1) Representing the exercise price of employee stock options that were granted.
<PAGE>   3
                                 320,000 SHARES

                            UNITED RETAIL GROUP, INC.

                                  COMMON STOCK
                           (PAR VALUE $.001 PER SHARE)

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


         The 320,000 shares of Common Stock offered hereby are being sold by the
Selling Stockholders and are issuable upon the exercise of employee stock
options in accordance with their terms. See "Selling Stockholders". The Company
will not receive any of the proceeds from the sale of the shares offered hereby.

         The Common Stock is quoted on the NASDAQ National Market System under
the symbol "URGI".

         SEE "RISK FACTORS" FOR CERTAIN CONDITIONS RELEVANT TO AN INVESTMENT IN
THE COMMON STOCK.



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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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


                The date of this Prospectus is September 29, 1998
<PAGE>   4
                         -------------------------------

                              AVAILABLE INFORMATION


         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The public may read
and copy any materials that the Company filed with the Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can also be obtained from the Public Reference
Section of the Commission. The public may obtain information on the operation of
the Commission's Public Reference Room by calling the Commission at
1-800-SEC-0330. Such reports, proxy statements and other information concerning
the Company also may be inspected at the offices of the NASDAQ National Market
System, 1735 K Street, N.W., Washington, D.C. 20006, on which the Common Stock
of the Company is listed. The Commission maintains an Internet site that
contains reports, proxy statements and other information regarding the Company
filed electronically with the Commission. The domain name of the Commission's
Internet site is http://www.sec.gov.

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

                           INCORPORATION BY REFERENCE

                  Certain reports, proxy statements and other information filed
by the Company and the Selling Stockholders with the Commission have been
incorporated by reference in this Prospectus but are not being delivered
herewith. The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request, a copy of any and all of the information that has
been incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that has been
incorporated by reference in this Prospectus). Requests for a copy of such
information should be directed to the Company's Senior Vice President-General
Counsel, 365 West Passaic Street, Rochelle Park, New Jersey 07662 (Telephone No.
(201)909-2200), (e-mail kencarroll@ibm.net).

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

         No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities to which it relates or an offer
to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any time subsequent to its
date.
<PAGE>   5
                                  RISK FACTORS

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 that
its principal competitors include all major national and regional department
stores, specialty retailers (including Lane Bryant, Inc., which is a subsidiary
of The Limited, Inc., 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.

EXTERNAL INFLUENCES

         Future operating results could differ materially from those currently
anticipated by the Company due to unforeseeable problems that might arise and
(i) miscalculation of fashion trends, (ii) shifting shopping patterns, both
within the specialty store sector and in other channels of distribution, (iii)
extreme or unseasonable weather conditions, (iv) imposition by the bank that now
issues the Company's proprietary credit cards of more onerous fees and finance
charges to be paid by credit card customers (the late fees charged to delinquent
credit card customers were increased substantially by the bank in February
1998), (v) disruptions in the telecommunications, banking, credit card,
transportation, utilities and apparel manufacturing industries in the United
States and abroad caused by the inability of their computerized systems and
embedded technology to accommodate dates after 1999, (vi) economic downturns,
weakness in overall consumer demand, and variations in the demand for women's
fashion apparel, (vii) imposition by vendors, or their third-party factors, of
more onerous payment terms for domestic merchandise purchases, (viii)
acceleration in the rate of business failures and inventory liquidations in the
specialty store sector of the women's apparel industry, and (ix) disruptions in
the sourcing of merchandise abroad, including (a) political instability and
economic distress in South Asia, (b) China's claims to sovereignty over Taiwan,
(c) North Korea's claims to sovereignty over South Korea, (d) exchange rate
fluctuations, (e) trade sanctions or restrictions, (f) changes in quota and duty
regulations, (g) delays in shipping, (h) increased costs of transportation or
(i) disruptions in government services in the United States and abroad caused by
the inability of computerized systems and embedded technology to accommodate
dates after 1999, including delays in the issuance by the United States Customs
Service of clearances on imported merchandise.

CONTROLLING STOCKHOLDERS

         The Company's largest stockholder is Limited Direct Associates, L.P.
("LDA"), which owned 2,600,000 shares, approximately 19.9% of the outstanding
Common Stock, at August 31, 1998. LDA is an affiliate of The Limited, Inc.
<PAGE>   6
         At August 31, 1998, approximately 39.4% of the outstanding Common Stock
was held by LDA, Raphael Benaroya, the Chairman of the Board, President and
Chief Executive Officer of the Company, the other Management Stockholders and
certain other stockholders who are parties to a Restated Stockholders'
Agreement. In accordance with the Restated Stockholders' Agreement, LDA will
designate one Director for election to a one-year term at the Annual Meeting of
Stockholders on May 26, 1999, and Mr. Benaroya will designate two Directors for
election to a one-year term at the Annual Meeting of Stockholders on May 26,
1999, all three of whom the parties to the Restated Stockholders' Agreement have
agreed to vote for. (There is one vacancy on the Board, which has a full
complement of nine Directors.) Accordingly, LDA and Mr. Benaroya will together
be able to exercise considerable influence over the management of the Company
until May 2000. See "Incorporation of Certain Information By Reference."

DEPENDENCE ON KEY EXECUTIVE

         The Company believes that it has benefited substantially from the
leadership of Raphael Benaroya, the Chairman of the Board, President and Chief
Executive Officer of the Company. The Company believes that the loss of his
services could have an adverse effect on the Company. Mr. Benaroya has a
Restated Employment Agreement with the Company, dated November 1, 1991, that
expires on May 20, 1999. See "Incorporation of Certain Information by
Reference."

IMPACT OF CERTAIN REGISTRATION RIGHTS

         Under the Restated Stockholders' Agreement, LDA and Raphael Benaroya,
the Chairman of the Board, President and Chief Executive Officer of the Company,
each has demand registration rights to require the Company to prepare and file
registration statements under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to a combined total of 3,900,000 outstanding
shares of Common Stock. In addition, under the Restated Stockholders' Agreement,
LDA, Mr. Benaroya, the Management Stockholders and certain other stockholders
have the right to participate on a "piggyback" basis in any future registration
statements filed by the Company under the Securities Act to effect demand
registration rights or to raise capital for itself through an offering of its
equity securities, subject to the right of the underwriters of any such offering
to limit the number of shares included in such registration on a "piggyback"
basis. See "Incorporation of Certain Information by Reference."

         The Company has previously registered under the Securities Act certain
shares of Common Stock that are either issuable pursuant to the exercise of
employee stock options or outstanding shares that were issued pursuant to the
exercise of employee stock options.

         The potential for sales of up to 6,748,500 shares of Common Stock under
the registration statement of which this Prospectus is a part, the registration
statements for other employee stock options and registration statements that may
be filed pursuant to the exercise of Demand Registration Rights and the
obligation to include sales by certain stockholders on a "piggyback" basis in
any future registration statements could impair the Company's future ability to
raise capital through an offering of its equity securities by increasing the
number and size of public offerings of Common Stock by sellers other than the
Company.
<PAGE>   7
SHARES ELIGIBLE FOR FUTURE SALE

         As of August 1, 1998, the Company had outstanding 13,086,988 shares of
Common Stock. There are outstanding employee stock options on 1,351,600 shares
of Common Stock previously registered under the Securities Act in addition to
employee stock options on 320,000 shares of Common Stock registered under the
Securities Act pursuant to the registration statement of which this Prospectus
is a part.

         Any shares being sold by an "affiliate" of the Company (as that term is
defined under the rules and regulations adopted under the Securities Act) or by
a person who would be deemed to have been an "affiliate" at any time during the
90 days preceding a sale will be subject to the volume and manner of sale
limitations in Rule 144 adopted under the Securities Act. See "Incorporation of
Certain Information by Reference." A person who is not deemed to have been an
"affiliate" at any time during the 90 days preceding a sale would be entitled to
sell shares that are "restricted securities" under Rule 144 without regard to
the volume and manner of sale limitations in Rule 144, provided that two years
have elapsed since such shares have been acquired from the Company or an
affiliate of the Company.

         Based on available information, the Company believes that all of its
outstanding shares of Common Stock not held by its "affiliates" are eligible for
sale without regard to the volume and manner of sale limitations in Rule 144.

         The Company can make no prediction as to the effect, if any, that sales
of shares of Common Stock or the availability of shares of Common Stock for sale
will have on the market price prevailing from time to time. Nevertheless, sales
of substantial amounts of the Common Stock in the public market could adversely
affect the market price of the Common Stock and could impair the Company's
future ability to raise capital through an offering of its equity securities.

RENOVATING COMPUTERIZED SYSTEMS AND REPLACING EMBEDDED TECHNOLOGY

         The Company operates a nationwide chain of specialty apparel retail
stores, imports a significant portion of its inventory, and makes a proprietary
credit card available to its customers. The Company's operations are heavily
dependent on date sensitive computerized systems and embedded technology,
including (i) its management information systems, (ii) the technology, including
microcontrollers, embedded in equipment at the Company's national distribution
center, (iii) the system for issuing and processing trade letters of credit used
by the bank (the "Letter of Credit Provider") that finances the Company's
purchases of inventory abroad and (iv) links that will be established to the
bank (the "Credit Card Bank") that will finance purchasers using the Company's
proprietary credit card after 1999. The Company's headquarters uses a date
sensitive voicemail system. The Company's headquarters and stores are generally
affected by date sensitive embedded technology used to control heating and
ventilation and lighting.

         Computer programs and embedded technology, including the programs and
technology on which the Company's operations depend, often will mishandle data
that includes a year with digits after "99" (referred to below as "Year 2000
risks").
<PAGE>   8
         The Company's management information systems department (the "MIS
Department") is modifying the applications software programs that are essential
to its management information systems to accommodate dates after 1999. The MIS
Department has identified 268 projects to analyze and, if necessary, modify
applications software programs to ensure that they are Year 2000 compliant.
After being modified, programs are validated and implemented as part of each
project. As of August 1, 1998, 198 projects were completed and 39 projects were
underway. The Company's vendor has analyzed the operating systems used by the
Company and is modifying those that were not Year 2000 compliant. (Year 2000
remediation of the applications software programs and operating systems
essential to the Company's management information systems is referred to below
as the "Year 2000 Project.") All work by the MIS Department and the Company's
vendor is scheduled to be completed by late Fiscal 1998. Integrated testing of
the Company's management information systems, including operating systems, is
scheduled to be completed in late Fiscal 1998. There is no assurance, however,
that integrated testing will not reveal the need for further modifications in
the Company's management information systems.

         The Company has obtained written certification from the manufacturers
of the equipment that performs essential functions at the national distribution
center stating that the equipment is Year 2000 compliant. There is no assurance,
however, that all the essential equipment at the national distribution center
will function properly after 1999 or that any malfunctions that occur will not
have a material adverse effect on the Company's logistics operations.

         The Company has no reason to believe that the trade letter of credit
system used by the Letter of Credit Provider will be unable to accommodate dates
after 1999. The Credit Card Bank has assessed its systems and is in the process
of modifying its systems to make them Year 2000 compliant. There is no
assurance, however, that these banking systems will function properly after 1999
or that any malfunctions that occur will not have a material adverse effect on
the Company's sales.

         The Company believes that the embedded technology used in energy
management systems to control heating and ventilation and lighting at its
headquarters and its stores can quickly be bypassed manually in the event of a
malfunction because of an inability to accommodate dates after 1999. There is no
assurance, however, that any malfunctions that occur will not have a material
adverse effect on the Company's operations.

         Early in Fiscal 1999, the Company will replace its voicemail system
with one that is guaranteed to be Year 2000 compliant by the manufacturer.

         The cost of special purchases for the Year 2000 Project accrued through
August 1, 1998 was approximately $0.3 million, substantially all of which was
accrued in the first half of Fiscal 1998. Amounts equal to the internal and
external costs of the Year 2000 Project, however, probably would have been spent
on other software development projects, if the Year 2000 Project had not been
necessary. Other software development projects deferred because of the Year 2000
Project probably would have improved the Company's operational efficiency but
management does not believe that any of the deferred operational improvements
would have been material to its operations.

         Budgeted costs of special purchases for the Year 2000 Project in the
second half of Fiscal 1998 and in Fiscal 1999, respectively, are not material in
relation to the Company's general, administrative and store operating expenses
in the comparable previous six and twelve month periods. However, there is no
assurance that unexpected additional costs will not be incurred. The budgeted
cost of replacing the Company's voicemail system is not material.
<PAGE>   9
         The inability of computerized systems and embedded technology in
general to accommodate dates after 1999 may cause disruptions in the United
States and abroad in the telecommunications, banking, credit card,
transportation, utilities and apparel manufacturing industries and in government
services. If such disruptions occur, they could have a material adverse effect
on the entire specialty apparel retail industry, including the Company. The
Company has not assessed industry-wide Year 2000 risks. The Company's
contingency plan for Year 2000 risks that might affect the entire industry is to
have multiple, geographically diverse vendors of each major category of goods,
to the extent feasible. The Company will address industry-wide Year 2000 risks
on an ad hoc basis as problems arise, principally by shifting purchase orders to
vendors that are less troubled by Year 2000 problems than their competitors.

         The Company intends to modify its management information systems to
make them Year 2000 compliant in all material respects and intends to ensure
that the heating and ventilation, lighting and elevator controls at its
headquarters will be Year 2000 compliant. There is no commercially viable
alternative course of action, so the Company will not develop contingency plans
for such Year 2000 risks.

         The Company's contingency plan for Year 2000 risks at its national
distribution center is to replace as quickly as possible any essential equipment
that has malfunctioned because of inability to accommodate dates after 1999.

         The Company has contingency plans with respect to heating and
ventilation and lighting controls in its stores that have malfunctioned because
of an inability to accommodate dates after 1999. For stores located in strip
shopping centers, the Company will arrange as quickly as possible for local
maintenance contractors to bypass manually any controls that have malfunctioned.
For stores located in malls and downtown shopping districts, the Company will
promptly notify landlords of systems that have malfunctioned and request
immediate restoration of service. In the case of any unheated stores that have
lights, the Company will also ask store managers to keep the stores open if
weather conditions permit.

         There is no assurance that Year 2000 risks will not have a material
adverse effect on the Company's operations and financial condition regardless of
the Company's remediation efforts and contingency plans.

         The preceding paragraphs contain forward-looking information under the
1995 Private Securities Litigation Reform Act, which is subject to the
uncertainties and other risk factors referred to under the caption "External
Factors."

                                EXECUTIVE OFFICES

         The executive offices of the Company are located at 365 West Passaic
Street, Rochelle Park, New Jersey (telephone no. (201) 845-0880).

                              PLAN OF DISTRIBUTION

         The Selling Stockholders will offer shares of Common Stock for sale
from time to time on the NASDAQ National Market System through their respective
brokers and may also offer shares for sale in private transactions.
<PAGE>   10
                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The documents listed in (a) through (c) below are incorporated by
reference in this Prospectus; and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
all Form 4 Statements of Change in Beneficial Ownership filed by the Selling
Stockholders after the date of this Prospectus prior to the termination of the
offering shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing of such documents:

         (a) the Company's Annual Report on Form 10-K (including information
incorporated therein by reference) for the year ended January 31, 1998 filed
with the Commission;

         (b) all reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after January 31, 1998; and

         (c) the description of the Company's Common Stock, par value $.001 per
share, contained in its Form 8-A (Registration Number 0-19774) filed with the
Commission on January 2, 1992, including any amendment or report filed for the
purpose of updating such description.

                                 USE OF PROCEEDS

         All shares of Common Stock offered hereby are being offered by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of such shares.

         The exercise price of any employee stock options exercised by Selling
Stockholders will be used by the Company for general corporate purposes.

                            VALIDITY OF COMMON STOCK

         The validity of the shares of Common Stock being sold in the offering
is being passed upon by Kenneth P. Carroll, Esq., the Company's Senior Vice
President-General Counsel. Mr. Carroll holds employee stock options to purchase
65,000 shares of Common Stock under the Restated 1990 Stock Option Plan and to
purchase 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan. Mr. Carroll is the beneficiary of retirement trusts that hold 15,164
shares of Common Stock for his account.

                                     EXPERTS

         The consolidated balance sheets of the Company as of January 31, 1998
and February 1, 1997 and the related consolidated statements of income, cash
flows and stockholders' equity for each of the three fiscal years ended January
31, 1998 have been incorporated in this Prospectus in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, and on the authority of
that firm as experts in accounting and auditing.
<PAGE>   11
                              SELLING STOCKHOLDERS

         The following table sets forth the beneficial ownership of the
Company's Common Stock by each Selling Stockholder, both as of August 31, 1998
and after the sale of the shares of Common Stock offered hereby, and the number
of shares available for sale in the offering, whether or not the Selling
Stockholder has a present intention to sell. All information was determined in
accordance with Rule 13d-3 under the Exchange Act based on information furnished
by the Selling Stockholder.

<TABLE>
<CAPTION>
                                            Beneficial Ownership                                                      
                                              Before Offering(1)                                 Beneficial Ownership
                                            ----------------------                                     After Offering
                                                                            Number of Shares of  ---------------------
Name and Title of                                                           Common Stock Offered    Number of
Selling Stockholder                           Number of Shares  Percent         for Sale(2)           Shares       Percent
-------------------                           ----------------  -------         -----------           ------       -------
<S>                                        <C>                  <C>         <C>                  <C>               <C>
Raphael Benaroya                               2,519,507 (3)     18.8%             200,000         2,319,507     17.5%
  Chairman of the Board,
  President and Chief
  Executive Officer
George R. Remeta                                 480,888 (4)      3.6%             100,000           380,888      2.9%
  Vice Chairman,
  Chief Financial Officer
  and Secretary
Richard W. Rubenstein,                               200           *                20,000             -0-
  Director                                     ---------                           -------
Total                                          3,000,595 (5)                       320,000
                                               =========                           =======
</TABLE>

--------------------------
*  Less than 0.6%
(1)  Includes shares issuable upon the exercise of stock options that are vested
     or are scheduled to become vested within 60 days in accordance with their
     terms.
(2)  Represents all shares issuable upon the exercise of stock options included
     in the registration statement of which this Prospectus is a part, whether
     or not presently vested.
(3)  Includes 341,570 shares which may be acquired within 60 days by the
     exercise of stock options.
(4)  Includes 139,000 shares which may be acquired within 60 days by the
     exercise of stock options and certain shares held jointly with his wife.
(5)  Includes 480,570 shares which may be acquired within 60 days by the
     exercise of stock options.
<PAGE>   12
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the Corporation pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all Form 4
Statements of Change in Beneficial Ownership filed by the Selling Stockholders,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.

         (a) The Corporation's Annual Report on Form 10-K (including information
incorporated therein by reference) for the year ended January 31, 1998 filed
with the Commission.

         (b) All reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after January 31, 1998.

         (c) The description of the Corporation's Common Stock, par value $.001
per share, contained in the Corporation's Form 8-A (Registration Number 0-19774)
filed with the Commission on January 2, 1992, including any amendment or report
filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock being sold in the offering
is being passed upon by Kenneth P. Carroll, Esq., the Company's Senior Vice
President-General Counsel. Mr. Carroll holds employee stock options to purchase
65,000 shares of Common Stock under the Restated 1990 Stock Option Plan and to
purchase 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan. Mr. Carroll is the beneficiary of retirement trusts that hold 15,164
shares of Common Stock for his account.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid
<PAGE>   13
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit in any of the capacities set forth above against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, except that indemnification is not permitted in respect of any
claim, issue or matter as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court deems proper. Section
145 further provides: that a Delaware corporation is required to indemnify a
present or former director, officer, employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with any action, suit or proceeding or in defense of any claim, issue
or matter therein as to which such person has been successful on the merits or
otherwise; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination is to be made with respect to a person who is an
officer or director at the time of determination (i) by the board of directors
by majority vote of directors who were not party to such action, suit or
proceeding, even though less than a quorum, (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, (iii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion or (iv) by the stockholders.

         The By-laws of the Corporation provide for indemnification of directors
and officers of the Corporation to the fullest extent permitted by law, as now
in effect or later amended. The By-laws also provide that expenses incurred by
an officer or director in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of final disposition upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it ultimately is determined that he is not entitled to be indemnified by the
Corporation. The By-laws further provide that such indemnification provisions
are not exclusive.

         Additionally, the Corporation's Certificate of Incorporation eliminates
the personal liability of the Corporation's directors to the fullest extent
permitted by the provisions of Section 102 of the Delaware General Corporation
Law, as the same may be amended and supplemented.

         The Corporation carries a directors' and officers' insurance policy
that provides indemnification to its officers and directors under certain
circumstances.
<PAGE>   14
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as a part of this registration
statement:

4.  Instruments Defining the Rights of Security Holders.

         4.1 Articles FOURTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Corporation (incorporated by reference to Exhibit 3.1 to
the Corporation's Form S-1 Registration Statement (Registration Number
33-44499)).

5.  Opinion re Legality.

         5.1 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock registered hereunder.

23.  Consent of Experts and Counsel.

         23.1  Consent of PricewaterhouseCoopers LLP.

         23.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.

         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:

<TABLE>
<CAPTION>
         Number in Filing           Description
         ----------------           -----------
<S>                                 <C>
         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
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing           Description
         ----------------           -----------
<S>                                 <C>
         4.1                        Amended By-Laws of the Corporation

         10.1                       Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders and
                                    Amendment No. 1, Amendment No. 2 and
                                    Amendment No. 3 thereto
</TABLE>
<PAGE>   15
<TABLE>
<S>                                 <C>
         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
                                    March 6, 1998

         13                         Sections of 1997 Annual Report to
                                    Stockholders (including opinion of
                                    Independent Public Accountants) that are
                                    incorporated by reference in response to the
                                    items of the Annual Report on Form 10-K
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         10.1                      Amendment, dated September 15, 1997, to
                                   Financing Agreement among the Corporation,
                                   United Retail Incorporated and The CIT
                                   Group/Business Credit, Inc. ("CIT")
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         10.1*                     Restated Supplemental Retirement Savings Plan
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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)
</TABLE>
<PAGE>   16
         The following exhibit to the Corporation's Current Report on Form 8-K,
dated March 22, 1996, is incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         10.3*                     Employment Agreement, dated March 1, 1996,
                                   between the Corporation and Kenneth P.
                                   Carroll
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         10.1*                     Incentive Compensation Program Summary

         21                        Subsidiaries of the Corporation
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing         Description
         ----------------         -----------
<S>                                <C>
         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
</TABLE>

         The following exhibits to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-44499), as amended, are incorporated herein by
reference:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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)
</TABLE>
<PAGE>   17
<TABLE>
<S>                                <C>
         10.2.2                    Amendment to Software License Agreement,
                                   dated December 10, 1991

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

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

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

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

         10.33*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and Raphael
                                   Benaroya

         10.34*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and George
                                   R. Remeta

         10.38                     Management Services Agreement, dated August
                                   26, 1989, between American Licensing Group,
                                   Inc. and ALGLP

         10.39                     First Refusal Agreement, dated as of August
                                   31, 1989, between the Corporation and ALGLP

         10.43                     Credit Plan Agreement, dated June 3, 1992,
                                   among the Corporation, Sizes Unlimited, Inc.
                                   and Citibank
</TABLE>

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

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Corporation hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                  (iii) To including any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
<PAGE>   18
                  periodic reports filed by the Corporation pursuant to Section
                  13 or 15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         (b) The undersigned Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Corporation's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provisions, or otherwise,
the Corporation has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>   19
                                   SIGNATURES

The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochelle Park, State of New Jersey, on the 28th
day of September, 1998.

                                   UNITED RETAIL GROUP, INC.
                                   (Registrant)


                                   By: /s/ Raphael Benaroya
                                       ________________________________________
                                       Raphael Benaroya, Chairman of the Board,
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

         Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Raphael Benaroya and George R. Remeta,
and each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities indicated on the 28th day of September, 1998.

<TABLE>
<CAPTION>
SIGNATURE                                                     TITLE
---------                                                     -----
<S>                                         <C>
/s/ Raphael Benaroya                        Chairman of the Board, President, Chief Executive
________________________                      Officer and Director
Raphael Benaroya                              

/s/ George R. Remeta                        Vice Chairman of the Board, Chief Financial Officer,
________________________                      Secretary and Director
George R. Remeta                              

/s/ Jon Grossman
________________________                    Vice President-Finance and Chief Accounting
Jon Grossman                                  Officer
</TABLE>
<PAGE>   20
<TABLE>
<S>                                         <C>
/s/ Joseph A. Alutto                        Director
________________________
Joseph A. Alutto

________________________                    Director
Russell Berrie

________________________                    Director
Joseph Ciechanover

/s/ Ilan Kaufthal                           Director
________________________
Ilan Kaufthal

/s/ Vincent Langone                         Director
________________________
Vincent Langone

/s/ Richard W. Rubenstein                   Director
________________________
Richard W. Rubenstein
</TABLE>
<PAGE>   21
                                  EXHIBIT LIST

         The following exhibits are filed as a part of this registration
statement:

4.  Instruments Defining the Rights of Security Holders.

         4.1 Articles FOURTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Corporation (incorporated by reference to Exhibit 3.1 to
the Corporation's Form S-1 Registration Statement (Registration Number
33-44499)).

5.  Opinion re Legality.

         5.1 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock registered hereunder.

23.  Consent of Experts and Counsel.

         23.1 Consent of PricewaterhouseCoopers LLP.

         23.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         4.1                       Amended By-Laws of the Corporation

         10.1                      Restated Stockholders' Agreement, dated
                                   December 23, 1992, between the Corporation
                                   and certain of its stockholders and Amendment
                                   No. 1, Amendment No. 2 and Amendment No. 3
                                   thereto

         10.2                      Private Label Credit Program Agreement, dated
                                   January 27, 1998, between the Corporation,
                                   United Retail Incorporated and World
                                   Financial Network National Bank (Confidential
                                   portions have been deleted and filed
                                   separately with the Secretary of the
                                   Commission)

         10.4*                     Restated 1990 Stock Option Plan as of March
                                   6, 1998

         10.5*                     Restated 1990 Stock Option Plan as of May 28,
                                   1996

         10.6*                     Restated 1996 Stock Option Plan as of March
                                   6, 1998

         10.7*                     Restated 1989 Performance Option Plan as of
                                   March 6, 1998
</TABLE>
<PAGE>   22
<TABLE>
<S>                                <C>
         13                        Sections of 1997 Annual Report to
                                   Stockholders (including opinion of
                                   Independent Public Accountants) that are
                                   incorporated by reference in response to the
                                   items of the Annual Report on Form 10-K
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         10.1                      Amendment, dated September 15, 1997, to
                                   Financing Agreement among the Corporation,
                                   United Retail Incorporated and The CIT
                                   Group/Business Credit, Inc. ("CIT")
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing         Description
         ----------------         -----------
<S>                                <C>
         10.1*                     Restated Supplemental Retirement Savings Plan
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing         Description
         ----------------         -----------
<S>                                <C>
         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)
</TABLE>

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

<TABLE>
<CAPTION>
         Number in Filing         Description
         ----------------         -----------
<S>                                <C>
         10.3*                     Employment Agreement, dated March 1, 1996,
                                   between the Corporation and Kenneth P.
                                   Carroll
</TABLE>
<PAGE>   23
         The following exhibits to the Corporation's Amended Current Report on
Form 8-KA, dated May 22, 1995, are incorporated herein by reference:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         10.1*                     Incentive Compensation Program Summary

         21                        Subsidiaries of the Corporation
</TABLE>

         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:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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
</TABLE>

         The following exhibits to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-44499), as amended, are incorporated herein by
reference:

<TABLE>
<CAPTION>
         Number in Filing          Description
         ----------------          -----------
<S>                                <C>
         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)
</TABLE>
<PAGE>   24
<TABLE>
<S>                                <C>
         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

         10.33*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and Raphael
                                   Benaroya

         10.34*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and George
                                   R. Remeta

         10.38                     Management Services Agreement, dated August
                                   26, 1989, between American Licensing Group,
                                   Inc. and ALGLP

         10.39                     First Refusal Agreement, dated as of August
                                   31, 1989, between the Corporation and ALGLP

         10.43                     Credit Plan Agreement, dated June 3, 1992,
                                   among the Corporation, Sizes Unlimited, Inc.
                                   and Citibank
</TABLE>

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



S8-1998
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1
                                                                Registration No.

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   51-0303670
                      (I.R.S. employer identification no.)

            365 West Passaic Street, Rochelle Park, New Jersey 07662
               (Address of principal executive offices) (Zip code)

                     United Retail Group 1998 Stock Options
                            (Full title of the plan)

                                George R. Remeta
                             365 West Passaic Street
                         Rochelle Park, New Jersey 07662
                     (Name and address of agent for service)

                                 (201) 909-2110
           Telephone number, including area code, of agent for service
2
CALCULATION OF REGISTRATION FEE
Proposed maximum          Proposed maximum
        Title of securities                  Amount to be        offering price               aggregate
         to be registered                     registered           per unit                 offering price         Filing fee
         ----------------                     ----------           --------                 --------------         ----------
Common Stock, $.001 par value per            300,000 shares            $6.3125(1)              $1,893,750           $558.66
share (issuable to Company
officers under an employee benefit
arrangement)

Common Stock, $.001 par value per             20,000 shares        from $11.50 to                $239,860            $70.76
share (issuable to a Company                  -------------                                      --------            ------
director under an employee benefit                                      $12.08(1)
arrangement)

Total                                        320,000 shares                                    $2,133,610           $629.42
                                             ==============                                    ==========           =======
---------------------

(1) Representing the exercise price of employee stock options that were granted.
3
                                 320,000 SHARES

                            UNITED RETAIL GROUP, INC.

                                  COMMON STOCK
                           (PAR VALUE $.001 PER SHARE)

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

         The 320,000 shares of Common Stock offered hereby are being sold by the
Selling Stockholders and are issuable upon the exercise of employee stock
options in accordance with their terms. See "Selling Stockholders". The Company
will not receive any of the proceeds from the sale of the shares offered hereby.

         The Common Stock is quoted on the NASDAQ National Market System under
the symbol "URGI".

         SEE "RISK FACTORS" FOR CERTAIN CONDITIONS RELEVANT TO AN INVESTMENT IN
THE COMMON STOCK.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                The date of this Prospectus is September 29, 1998
4
                         -------------------------------

                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The public may read
and copy any materials that the Company filed with the Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can also be obtained from the Public Reference
Section of the Commission. The public may obtain information on the operation of
the Commission's Public Reference Room by calling the Commission at
1-800-SEC-0330. Such reports, proxy statements and other information concerning
the Company also may be inspected at the offices of the NASDAQ National Market
System, 1735 K Street, N.W., Washington, D.C. 20006, on which the Common Stock
of the Company is listed. The Commission maintains an Internet site that
contains reports, proxy statements and other information regarding the Company
filed electronically with the Commission. The domain name of the Commission's
Internet site is http://www.sec.gov.

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

                           INCORPORATION BY REFERENCE

                  Certain reports, proxy statements and other information filed
by the Company and the Selling Stockholders with the Commission have been
incorporated by reference in this Prospectus but are not being delivered
herewith. The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request, a copy of any and all of the information that has
been incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that has been
incorporated by reference in this Prospectus). Requests for a copy of such
information should be directed to the Company's Senior Vice President-General
Counsel, 365 West Passaic Street, Rochelle Park, New Jersey 07662 (Telephone No.
(201)909-2200), (e-mail kencarroll@ibm.net).

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

         No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities to which it relates or an offer
to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any time subsequent to its
date.
5
                                  RISK FACTORS

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 that
its principal competitors include all major national and regional department
stores, specialty retailers (including Lane Bryant, Inc., which is a subsidiary
of The Limited, Inc., 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.

EXTERNAL INFLUENCES

         Future operating results could differ materially from those currently
anticipated by the Company due to unforeseeable problems that might arise and
(i) miscalculation of fashion trends, (ii) shifting shopping patterns, both
within the specialty store sector and in other channels of distribution, (iii)
extreme or unseasonable weather conditions, (iv) imposition by the bank that now
issues the Company's proprietary credit cards of more onerous fees and finance
charges to be paid by credit card customers (the late fees charged to delinquent
credit card customers were increased substantially by the bank in February
1998), (v) disruptions in the telecommunications, banking, credit card,
transportation, utilities and apparel manufacturing industries in the United
States and abroad caused by the inability of their computerized systems and
embedded technology to accommodate dates after 1999, (vi) economic downturns,
weakness in overall consumer demand, and variations in the demand for women's
fashion apparel, (vii) imposition by vendors, or their third-party factors, of
more onerous payment terms for domestic merchandise purchases, (viii)
acceleration in the rate of business failures and inventory liquidations in the
specialty store sector of the women's apparel industry, and (ix) disruptions in
the sourcing of merchandise abroad, including (a) political instability and
economic distress in South Asia, (b) China's claims to sovereignty over Taiwan,
(c) North Korea's claims to sovereignty over South Korea, (d) exchange rate
fluctuations, (e) trade sanctions or restrictions, (f) changes in quota and duty
regulations, (g) delays in shipping, (h) increased costs of transportation or
(i) disruptions in government services in the United States and abroad caused by
the inability of computerized systems and embedded technology to accommodate
dates after 1999, including delays in the issuance by the United States Customs
Service of clearances on imported merchandise.

CONTROLLING STOCKHOLDERS

         The Company's largest stockholder is Limited Direct Associates, L.P.
("LDA"), which owned 2,600,000 shares, approximately 19.9% of the outstanding
Common Stock, at August 31, 1998. LDA is an affiliate of The Limited, Inc.
6
         At August 31, 1998, approximately 39.4% of the outstanding Common Stock
was held by LDA, Raphael Benaroya, the Chairman of the Board, President and
Chief Executive Officer of the Company, the other Management Stockholders and
certain other stockholders who are parties to a Restated Stockholders'
Agreement. In accordance with the Restated Stockholders' Agreement, LDA will
designate one Director for election to a one-year term at the Annual Meeting of
Stockholders on May 26, 1999, and Mr. Benaroya will designate two Directors for
election to a one-year term at the Annual Meeting of Stockholders on May 26,
1999, all three of whom the parties to the Restated Stockholders' Agreement have
agreed to vote for. (There is one vacancy on the Board, which has a full
complement of nine Directors.) Accordingly, LDA and Mr. Benaroya will together
be able to exercise considerable influence over the management of the Company
until May 2000. See "Incorporation of Certain Information By Reference."

DEPENDENCE ON KEY EXECUTIVE

         The Company believes that it has benefited substantially from the
leadership of Raphael Benaroya, the Chairman of the Board, President and Chief
Executive Officer of the Company. The Company believes that the loss of his
services could have an adverse effect on the Company. Mr. Benaroya has a
Restated Employment Agreement with the Company, dated November 1, 1991, that
expires on May 20, 1999. See "Incorporation of Certain Information by
Reference."

IMPACT OF CERTAIN REGISTRATION RIGHTS

         Under the Restated Stockholders' Agreement, LDA and Raphael Benaroya,
the Chairman of the Board, President and Chief Executive Officer of the Company,
each has demand registration rights to require the Company to prepare and file
registration statements under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to a combined total of 3,900,000 outstanding
shares of Common Stock. In addition, under the Restated Stockholders' Agreement,
LDA, Mr. Benaroya, the Management Stockholders and certain other stockholders
have the right to participate on a "piggyback" basis in any future registration
statements filed by the Company under the Securities Act to effect demand
registration rights or to raise capital for itself through an offering of its
equity securities, subject to the right of the underwriters of any such offering
to limit the number of shares included in such registration on a "piggyback"
basis. See "Incorporation of Certain Information by Reference."

         The Company has previously registered under the Securities Act certain
shares of Common Stock that are either issuable pursuant to the exercise of
employee stock options or outstanding shares that were issued pursuant to the
exercise of employee stock options.

         The potential for sales of up to 6,748,500 shares of Common Stock under
the registration statement of which this Prospectus is a part, the registration
statements for other employee stock options and registration statements that may
be filed pursuant to the exercise of Demand Registration Rights and the
obligation to include sales by certain stockholders on a "piggyback" basis in
any future registration statements could impair the Company's future ability to
raise capital through an offering of its equity securities by increasing the
number and size of public offerings of Common Stock by sellers other than the
Company.
7
SHARES ELIGIBLE FOR FUTURE SALE

         As of August 1, 1998, the Company had outstanding 13,086,988 shares of
Common Stock. There are outstanding employee stock options on 1,351,600 shares
of Common Stock previously registered under the Securities Act in addition to
employee stock options on 320,000 shares of Common Stock registered under the
Securities Act pursuant to the registration statement of which this Prospectus
is a part.

         Any shares being sold by an "affiliate" of the Company (as that term is
defined under the rules and regulations adopted under the Securities Act) or by
a person who would be deemed to have been an "affiliate" at any time during the
90 days preceding a sale will be subject to the volume and manner of sale
limitations in Rule 144 adopted under the Securities Act. See "Incorporation of
Certain Information by Reference." A person who is not deemed to have been an
"affiliate" at any time during the 90 days preceding a sale would be entitled to
sell shares that are "restricted securities" under Rule 144 without regard to
the volume and manner of sale limitations in Rule 144, provided that two years
have elapsed since such shares have been acquired from the Company or an
affiliate of the Company.

         Based on available information, the Company believes that all of its
outstanding shares of Common Stock not held by its "affiliates" are eligible for
sale without regard to the volume and manner of sale limitations in Rule 144.

         The Company can make no prediction as to the effect, if any, that sales
of shares of Common Stock or the availability of shares of Common Stock for sale
will have on the market price prevailing from time to time. Nevertheless, sales
of substantial amounts of the Common Stock in the public market could adversely
affect the market price of the Common Stock and could impair the Company's
future ability to raise capital through an offering of its equity securities.

RENOVATING COMPUTERIZED SYSTEMS AND REPLACING EMBEDDED TECHNOLOGY

         The Company operates a nationwide chain of specialty apparel retail
stores, imports a significant portion of its inventory, and makes a proprietary
credit card available to its customers. The Company's operations are heavily
dependent on date sensitive computerized systems and embedded technology,
including (i) its management information systems, (ii) the technology, including
microcontrollers, embedded in equipment at the Company's national distribution
center, (iii) the system for issuing and processing trade letters of credit used
by the bank (the "Letter of Credit Provider") that finances the Company's
purchases of inventory abroad and (iv) links that will be established to the
bank (the "Credit Card Bank") that will finance purchasers using the Company's
proprietary credit card after 1999. The Company's headquarters uses a date
sensitive voicemail system. The Company's headquarters and stores are generally
affected by date sensitive embedded technology used to control heating and
ventilation and lighting.

         Computer programs and embedded technology, including the programs and
technology on which the Company's operations depend, often will mishandle data
that includes a year with digits after "99" (referred to below as "Year 2000
risks").
8
         The Company's management information systems department (the "MIS
Department") is modifying the applications software programs that are essential
to its management information systems to accommodate dates after 1999. The MIS
Department has identified 268 projects to analyze and, if necessary, modify
applications software programs to ensure that they are Year 2000 compliant.
After being modified, programs are validated and implemented as part of each
project. As of August 1, 1998, 198 projects were completed and 39 projects were
underway. The Company's vendor has analyzed the operating systems used by the
Company and is modifying those that were not Year 2000 compliant. (Year 2000
remediation of the applications software programs and operating systems
essential to the Company's management information systems is referred to below
as the "Year 2000 Project.") All work by the MIS Department and the Company's
vendor is scheduled to be completed by late Fiscal 1998. Integrated testing of
the Company's management information systems, including operating systems, is
scheduled to be completed in late Fiscal 1998. There is no assurance, however,
that integrated testing will not reveal the need for further modifications in
the Company's management information systems.

         The Company has obtained written certification from the manufacturers
of the equipment that performs essential functions at the national distribution
center stating that the equipment is Year 2000 compliant. There is no assurance,
however, that all the essential equipment at the national distribution center
will function properly after 1999 or that any malfunctions that occur will not
have a material adverse effect on the Company's logistics operations.

         The Company has no reason to believe that the trade letter of credit
system used by the Letter of Credit Provider will be unable to accommodate dates
after 1999. The Credit Card Bank has assessed its systems and is in the process
of modifying its systems to make them Year 2000 compliant. There is no
assurance, however, that these banking systems will function properly after 1999
or that any malfunctions that occur will not have a material adverse effect on
the Company's sales.

         The Company believes that the embedded technology used in energy
management systems to control heating and ventilation and lighting at its
headquarters and its stores can quickly be bypassed manually in the event of a
malfunction because of an inability to accommodate dates after 1999. There is no
assurance, however, that any malfunctions that occur will not have a material
adverse effect on the Company's operations.

         Early in Fiscal 1999, the Company will replace its voicemail system
with one that is guaranteed to be Year 2000 compliant by the manufacturer.

         The cost of special purchases for the Year 2000 Project accrued through
August 1, 1998 was approximately $0.3 million, substantially all of which was
accrued in the first half of Fiscal 1998. Amounts equal to the internal and
external costs of the Year 2000 Project, however, probably would have been spent
on other software development projects, if the Year 2000 Project had not been
necessary. Other software development projects deferred because of the Year 2000
Project probably would have improved the Company's operational efficiency but
management does not believe that any of the deferred operational improvements
would have been material to its operations.

         Budgeted costs of special purchases for the Year 2000 Project in the
second half of Fiscal 1998 and in Fiscal 1999, respectively, are not material in
relation to the Company's general, administrative and store operating expenses
in the comparable previous six and twelve month periods. However, there is no
assurance that unexpected additional costs will not be incurred. The budgeted
cost of replacing the Company's voicemail system is not material.
9
         The inability of computerized systems and embedded technology in
general to accommodate dates after 1999 may cause disruptions in the United
States and abroad in the telecommunications, banking, credit card,
transportation, utilities and apparel manufacturing industries and in government
services. If such disruptions occur, they could have a material adverse effect
on the entire specialty apparel retail industry, including the Company. The
Company has not assessed industry-wide Year 2000 risks. The Company's
contingency plan for Year 2000 risks that might affect the entire industry is to
have multiple, geographically diverse vendors of each major category of goods,
to the extent feasible. The Company will address industry-wide Year 2000 risks
on an ad hoc basis as problems arise, principally by shifting purchase orders to
vendors that are less troubled by Year 2000 problems than their competitors.

         The Company intends to modify its management information systems to
make them Year 2000 compliant in all material respects and intends to ensure
that the heating and ventilation, lighting and elevator controls at its
headquarters will be Year 2000 compliant. There is no commercially viable
alternative course of action, so the Company will not develop contingency plans
for such Year 2000 risks.

         The Company's contingency plan for Year 2000 risks at its national
distribution center is to replace as quickly as possible any essential equipment
that has malfunctioned because of inability to accommodate dates after 1999.

         The Company has contingency plans with respect to heating and
ventilation and lighting controls in its stores that have malfunctioned because
of an inability to accommodate dates after 1999. For stores located in strip
shopping centers, the Company will arrange as quickly as possible for local
maintenance contractors to bypass manually any controls that have malfunctioned.
For stores located in malls and downtown shopping districts, the Company will
promptly notify landlords of systems that have malfunctioned and request
immediate restoration of service. In the case of any unheated stores that have
lights, the Company will also ask store managers to keep the stores open if
weather conditions permit.

         There is no assurance that Year 2000 risks will not have a material
adverse effect on the Company's operations and financial condition regardless of
the Company's remediation efforts and contingency plans.

         The preceding paragraphs contain forward-looking information under the
1995 Private Securities Litigation Reform Act, which is subject to the
uncertainties and other risk factors referred to under the caption "External
Factors."

                                EXECUTIVE OFFICES

         The executive offices of the Company are located at 365 West Passaic
Street, Rochelle Park, New Jersey (telephone no. (201) 845-0880).

                              PLAN OF DISTRIBUTION

         The Selling Stockholders will offer shares of Common Stock for sale
from time to time on the NASDAQ National Market System through their respective
brokers and may also offer shares for sale in private transactions.
10
                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The documents listed in (a) through (c) below are incorporated by
reference in this Prospectus; and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
all Form 4 Statements of Change in Beneficial Ownership filed by the Selling
Stockholders after the date of this Prospectus prior to the termination of the
offering shall be deemed to be incorporated by reference in this Prospectus and
to be part hereof from the date of filing of such documents:

         (a) the Company's Annual Report on Form 10-K (including information
incorporated therein by reference) for the year ended January 31, 1998 filed
with the Commission;

         (b) all reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after January 31, 1998; and

         (c) the description of the Company's Common Stock, par value $.001 per
share, contained in its Form 8-A (Registration Number 0-19774) filed with the
Commission on January 2, 1992, including any amendment or report filed for the
purpose of updating such description.

                                 USE OF PROCEEDS

         All shares of Common Stock offered hereby are being offered by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of such shares.

         The exercise price of any employee stock options exercised by Selling
Stockholders will be used by the Company for general corporate purposes.

                            VALIDITY OF COMMON STOCK

         The validity of the shares of Common Stock being sold in the offering
is being passed upon by Kenneth P. Carroll, Esq., the Company's Senior Vice
President-General Counsel. Mr. Carroll holds employee stock options to purchase
65,000 shares of Common Stock under the Restated 1990 Stock Option Plan and to
purchase 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan. Mr. Carroll is the beneficiary of retirement trusts that hold 15,164
shares of Common Stock for his account.

                                     EXPERTS

         The consolidated balance sheets of the Company as of January 31, 1998
and February 1, 1997 and the related consolidated statements of income, cash
flows and stockholders' equity for each of the three fiscal years ended January
31, 1998 have been incorporated in this Prospectus in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, and on the authority of
that firm as experts in accounting and auditing.
11
                              SELLING STOCKHOLDERS

         The following table sets forth the beneficial ownership of the
Company's Common Stock by each Selling Stockholder, both as of August 31, 1998
and after the sale of the shares of Common Stock offered hereby, and the number
of shares available for sale in the offering, whether or not the Selling
Stockholder has a present intention to sell. All information was determined in
accordance with Rule 13d-3 under the Exchange Act based on information furnished
by the Selling Stockholder.
Beneficial Ownership                                                      
                                              Before Offering(1)                                 Beneficial Ownership
                                            ----------------------                                     After Offering
                                                                            Number of Shares of  ---------------------
Name and Title of                                                           Common Stock Offered    Number of
Selling Stockholder                           Number of Shares  Percent         for Sale(2)           Shares       Percent
-------------------                           ----------------  -------         -----------           ------       -------
Raphael Benaroya                               2,519,507 (3)     18.8%             200,000         2,319,507     17.5%
  Chairman of the Board,
  President and Chief
  Executive Officer
George R. Remeta                                 480,888 (4)      3.6%             100,000           380,888      2.9%
  Vice Chairman,
  Chief Financial Officer
  and Secretary
Richard W. Rubenstein,                               200           *                20,000             -0-
  Director                                     ---------                           -------
Total                                          3,000,595 (5)                       320,000
                                               =========                           =======
--------------------------
*  Less than 0.6%
(1)  Includes shares issuable upon the exercise of stock options that are vested
     or are scheduled to become vested within 60 days in accordance with their
     terms.
(2)  Represents all shares issuable upon the exercise of stock options included
     in the registration statement of which this Prospectus is a part, whether
     or not presently vested.
(3)  Includes 341,570 shares which may be acquired within 60 days by the
     exercise of stock options.
(4)  Includes 139,000 shares which may be acquired within 60 days by the
     exercise of stock options and certain shares held jointly with his wife.
(5)  Includes 480,570 shares which may be acquired within 60 days by the
     exercise of stock options.
12
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below are incorporated by
reference in this registration statement; and all documents subsequently filed
by the Corporation pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all Form 4
Statements of Change in Beneficial Ownership filed by the Selling Stockholders,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.

         (a) The Corporation's Annual Report on Form 10-K (including information
incorporated therein by reference) for the year ended January 31, 1998 filed
with the Commission.

         (b) All reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act after January 31, 1998.

         (c) The description of the Corporation's Common Stock, par value $.001
per share, contained in the Corporation's Form 8-A (Registration Number 0-19774)
filed with the Commission on January 2, 1992, including any amendment or report
filed for the purpose of updating such description.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock being sold in the offering
is being passed upon by Kenneth P. Carroll, Esq., the Company's Senior Vice
President-General Counsel. Mr. Carroll holds employee stock options to purchase
65,000 shares of Common Stock under the Restated 1990 Stock Option Plan and to
purchase 60,000 shares of Common Stock under the Restated 1996 Stock Option
Plan. Mr. Carroll is the beneficiary of retirement trusts that hold 15,164
shares of Common Stock for his account.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid
13
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.

         In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit in any of the capacities set forth above against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, except that indemnification is not permitted in respect of any
claim, issue or matter as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court deems proper. Section
145 further provides: that a Delaware corporation is required to indemnify a
present or former director, officer, employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with any action, suit or proceeding or in defense of any claim, issue
or matter therein as to which such person has been successful on the merits or
otherwise; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination is to be made with respect to a person who is an
officer or director at the time of determination (i) by the board of directors
by majority vote of directors who were not party to such action, suit or
proceeding, even though less than a quorum, (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, (iii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion or (iv) by the stockholders.

         The By-laws of the Corporation provide for indemnification of directors
and officers of the Corporation to the fullest extent permitted by law, as now
in effect or later amended. The By-laws also provide that expenses incurred by
an officer or director in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of final disposition upon
receipt of an undertaking by or on behalf of such person to repay such amount if
it ultimately is determined that he is not entitled to be indemnified by the
Corporation. The By-laws further provide that such indemnification provisions
are not exclusive.

         Additionally, the Corporation's Certificate of Incorporation eliminates
the personal liability of the Corporation's directors to the fullest extent
permitted by the provisions of Section 102 of the Delaware General Corporation
Law, as the same may be amended and supplemented.

         The Corporation carries a directors' and officers' insurance policy
that provides indemnification to its officers and directors under certain
circumstances.
14
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits are filed as a part of this registration
statement:

4.  Instruments Defining the Rights of Security Holders.

         4.1 Articles FOURTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Corporation (incorporated by reference to Exhibit 3.1 to
the Corporation's Form S-1 Registration Statement (Registration Number
33-44499)).

5.  Opinion re Legality.

         5.1 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock registered hereunder.

23.  Consent of Experts and Counsel.

         23.1  Consent of PricewaterhouseCoopers LLP.

         23.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.

         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
         ----------------           -----------
4.1                        Amended By-Laws of the Corporation

         10.1                       Restated Stockholders' Agreement, dated
                                    December 23, 1992, between the Corporation
                                    and certain of its stockholders and
                                    Amendment No. 1, Amendment No. 2 and
                                    Amendment No. 3 thereto
15
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
                                    March 6, 1998

         13                         Sections of 1997 Annual Report to
                                    Stockholders (including opinion of
                                    Independent Public Accountants) that are
                                    incorporated by reference in response to the
                                    items of the Annual Report on Form 10-K
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1                      Amendment, dated September 15, 1997, to
                                   Financing Agreement among the Corporation,
                                   United Retail Incorporated and The CIT
                                   Group/Business Credit, Inc. ("CIT")
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1                      Financing Agreement, dated August 15, 1997,
                                   among the Corporation, United Retail
                                   Incorporated and CIT

         10.2*                     Amendment No. 1 to Restated Supplemental
                                   Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 2, 1996 is incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1*                     Restated Supplemental Retirement Savings Plan
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.3                      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)
16
         The following exhibit to the Corporation's Current Report on Form 8-K,
dated March 22, 1996, is incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.3*                     Employment Agreement, dated March 1, 1996,
                                   between the Corporation and Kenneth P.
                                   Carroll
The following exhibits to the Corporation's Amended Current Report on
Form 8-KA, dated May 22, 1995, are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1                      Amended and Restated Gloria Vanderbilt
                                   Intimate Apparel Sublicense Agreement, dated
                                   May 22, 1995, between United Retail
                                   Incorporated and American Licensing Group
                                   Limited Partnership ("ALGLP")

         10.2                      Gloria Vanderbilt Sleepwear Sublicense
                                   Agreement, dated May 22, 1995, between United
                                   Retail Incorporated and ALGLP
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 28, 1995 are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1*                     Incentive Compensation Program Summary

         21                        Subsidiaries of the Corporation
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 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)
17
10.2.2                    Amendment to Software License Agreement,
                                   dated December 10, 1991

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

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

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

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

         10.33*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and Raphael
                                   Benaroya

         10.34*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and George
                                   R. Remeta

         10.38                     Management Services Agreement, dated August
                                   26, 1989, between American Licensing Group,
                                   Inc. and ALGLP

         10.39                     First Refusal Agreement, dated as of August
                                   31, 1989, between the Corporation and ALGLP

         10.43                     Credit Plan Agreement, dated June 3, 1992,
                                   among the Corporation, Sizes Unlimited, Inc.
                                   and Citibank
------------------------
         *A compensatory plan for the benefit of the Corporation's management or
a management contract.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Corporation hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                  (iii) To including any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
18
                  periodic reports filed by the Corporation pursuant to Section
                  13 or 15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

         (b) The undersigned Corporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Corporation's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Corporation pursuant to the foregoing provisions, or otherwise,
the Corporation has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Corporation of expenses incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Corporation will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
19
                                   SIGNATURES

The Registrant.

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochelle Park, State of New Jersey, on the 28th
day of September, 1998.

                                   UNITED RETAIL GROUP, INC.
                                   (Registrant)

                                   By: /s/ Raphael Benaroya
                                       ________________________________________
                                       Raphael Benaroya, Chairman of the Board,
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

         Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Raphael Benaroya and George R. Remeta,
and each of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities indicated on the 28th day of September, 1998.
SIGNATURE                                                     TITLE
---------                                                     -----
/s/ Raphael Benaroya                        Chairman of the Board, President, Chief Executive
________________________                      Officer and Director
Raphael Benaroya                              

/s/ George R. Remeta                        Vice Chairman of the Board, Chief Financial Officer,
________________________                      Secretary and Director
George R. Remeta                              

/s/ Jon Grossman
________________________                    Vice President-Finance and Chief Accounting
Jon Grossman                                  Officer
20
/s/ Joseph A. Alutto                        Director
________________________
Joseph A. Alutto

________________________                    Director
Russell Berrie

________________________                    Director
Joseph Ciechanover

/s/ Ilan Kaufthal                           Director
________________________
Ilan Kaufthal

/s/ Vincent Langone                         Director
________________________
Vincent Langone

/s/ Richard W. Rubenstein                   Director
________________________
Richard W. Rubenstein
21
                                  EXHIBIT LIST

         The following exhibits are filed as a part of this registration
statement:

4.  Instruments Defining the Rights of Security Holders.

         4.1 Articles FOURTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Corporation (incorporated by reference to Exhibit 3.1 to
the Corporation's Form S-1 Registration Statement (Registration Number
33-44499)).

5.  Opinion re Legality.

         5.1 Opinion of Kenneth P. Carroll, Esq. as to the legality of the
shares of Common Stock registered hereunder.

23.  Consent of Experts and Counsel.

         23.1 Consent of PricewaterhouseCoopers LLP.

         23.2 Consent of Kenneth P. Carroll, Esq. as set forth as part of
Exhibit 5.1 above.

         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
         ----------------          -----------
4.1                       Amended By-Laws of the Corporation

         10.1                      Restated Stockholders' Agreement, dated
                                   December 23, 1992, between the Corporation
                                   and certain of its stockholders and Amendment
                                   No. 1, Amendment No. 2 and Amendment No. 3
                                   thereto

         10.2                      Private Label Credit Program Agreement, dated
                                   January 27, 1998, between the Corporation,
                                   United Retail Incorporated and World
                                   Financial Network National Bank (Confidential
                                   portions have been deleted and filed
                                   separately with the Secretary of the
                                   Commission)

         10.4*                     Restated 1990 Stock Option Plan as of March
                                   6, 1998

         10.5*                     Restated 1990 Stock Option Plan as of May 28,
                                   1996

         10.6*                     Restated 1996 Stock Option Plan as of March
                                   6, 1998

         10.7*                     Restated 1989 Performance Option Plan as of
                                   March 6, 1998
22
13                        Sections of 1997 Annual Report to
                                   Stockholders (including opinion of
                                   Independent Public Accountants) that are
                                   incorporated by reference in response to the
                                   items of the Annual Report on Form 10-K
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1                      Amendment, dated September 15, 1997, to
                                   Financing Agreement among the Corporation,
                                   United Retail Incorporated and The CIT
                                   Group/Business Credit, Inc. ("CIT")
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1                      Financing Agreement, dated August 15, 1997,
                                   among the Corporation, United Retail
                                   Incorporated and CIT

         10.2*                     Amendment No. 1 to Restated Supplemental
                                   Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 2, 1996 is incorporated herein by reference:
Number in Filing         Description
         ----------------         -----------
10.1*                     Restated Supplemental Retirement Savings Plan
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 are incorporated herein by reference:
Number in Filing         Description
         ----------------         -----------
10.3                      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 following exhibit to the Corporation's Current Report on Form 8-K,
dated March 22, 1996, is incorporated herein by reference:
Number in Filing         Description
         ----------------         -----------
10.3*                     Employment Agreement, dated March 1, 1996,
                                   between the Corporation and Kenneth P.
                                   Carroll
23
         The following exhibits to the Corporation's Amended Current Report on
Form 8-KA, dated May 22, 1995, are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1                      Amended and Restated Gloria Vanderbilt
                                   Intimate Apparel Sublicense Agreement, dated
                                   May 22, 1995, between United Retail
                                   Incorporated and American Licensing Group
                                   Limited Partnership ("ALGLP")

         10.2                      Gloria Vanderbilt Sleepwear Sublicense
                                   Agreement, dated May 22, 1995, between United
                                   Retail Incorporated and ALGLP
The following exhibits to the Corporation's Annual Report on Form 10-K
for the year ended January 28, 1995 are incorporated herein by reference:
Number in Filing          Description
         ----------------          -----------
10.1*                     Incentive Compensation Program Summary

         21                        Subsidiaries of the Corporation
The following 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 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)
24
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

         10.33*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and Raphael
                                   Benaroya

         10.34*                    1991 Stock Option Agreement, dated November
                                   1, 1991, between the Corporation and George
                                   R. Remeta

         10.38                     Management Services Agreement, dated August
                                   26, 1989, between American Licensing Group,
                                   Inc. and ALGLP

         10.39                     First Refusal Agreement, dated as of August
                                   31, 1989, between the Corporation and ALGLP

         10.43                     Credit Plan Agreement, dated June 3, 1992,
                                   among the Corporation, Sizes Unlimited, Inc.
                                   and Citibank
------------------------
         *A compensatory plan for the benefit of the Corporation's management or
a management contract.

S8-1998