<PAGE>   1
                                                       Registration No. 33-_____


                       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 1996 Stock Option Plan
                          1991 Performance Options 
                 Restated 1989 Performance Option Plan
                            (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           Proposed
                                                         maximum            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 share (issuable       1,128,125 shares     from $1.00 to          $1,328,125        $391.80
under Restated 1989                                       $5.00(1)
Performance Option Plan)

Common Stock, $.001 par
value per share (issuable         300,000 shares          $5.00(1)          $1,500,000        $442.50
under 1991 Performance
Options)

Common Stock, $.001 par
value per share (issuable         352,000 shares     from $2.63 to          $1,672,688        $493.44
under 1996 Stock Option                                   $5.88(1)
Plan)

Common Stock, $.001 par            88,000 shares
value per share (issuable         (stock options        $6.0625(2)            $533,500        $157.38
under 1996 Stock Option          available to be
Plan)                                   granted)

Common Stock, $.001 par
value per share (issuable           3,000 shares          $8.75(1)             $26,250          $7.74
                                    ------------                               -------          -----
under options held by retired
director)
Total                           1,871,125 shares                            $5,060,563      $1,492.86
                                ================                            ==========      =========
</TABLE>


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

(1) Representing the exercise price(s) of employee stock options that were
granted.

(2) Representing the average of the high and low sales prices of a share of
Common Stock on the NASDAQ National Market System on March 2, 1998.

<PAGE>   3
                                1,461,813 SHARES

                            UNITED RETAIL GROUP, INC.

                                  COMMON STOCK
                           (PAR VALUE $.001 PER SHARE)

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


     The 1,461,813 shares of Common Stock offered hereby are being sold by the
Selling Stockholders and are presently outstanding or issuable upon the exercise
of employee stock options under United Retail Group, Inc.'s Restated 1989
Performance Option Plan, 1991 Performance Options, and 1996 Stock Option Plan.
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 March 5, 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"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. 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 a Web
site that contains reports, proxy statements and other information regarding the
Company filed electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.

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

                           INCORPORATION BY REFERENCE

               Certain reports, proxy statements and other information filed by
the Company 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).

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

         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, 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 results could differ materially from those currently anticipated
by the Company due to possible (i) shifting shopping patterns, both within the
specialty store sector and in other channels of distribution, (ii) extreme or
unseasonable weather conditions, (iii) economic downturns, weakness in overall
consumer demand, and variations in the demand for women's fashion apparel, (iv)
imposition by vendors, or their third-party factors, of more onerous payment
terms for domestic merchandise purchases, (v) acceleration in the rate of
business failures and inventory liquidations in the specialty store sector of
the women's apparel industry, and (vi) disruptions in the sourcing of
merchandise abroad, including (a) China's claims to sovereignty over Taiwan, (b)
North Korea's claims to sovereignty over South Korea, (c) exchange rate
fluctuations, (d) political instability, (e) trade sanctions or restrictions,
(f) changes in quota and duty regulations, (g) delays in shipping or (h)
increased costs of transportation.

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 February 16, 1998. LDA is an affiliate of The Limited, Inc.

        At February 16, 1998, approximately 40.5% 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, each of LDA
and Mr. Benaroya designates two of the Company's nine Directors, whom the
parties to the Restated Stockholders' Agreement have agreed to vote for.
Accordingly, LDA and Mr. Benaroya will together be able to exercise considerable
influence over the management of the Company. 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."
<PAGE>   6

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 4,000,000 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."

        In addition to the Demand Registrations provided in the Restated
Stockholders' Agreement and the registration statement of which this Prospectus
is a part, the Company has registered under the Securities Act 625,700 shares of
Common Stock issuable pursuant to the exercise of employee stock options under
the Restated 1990 Stock Option Plan and 31,675 outstanding shares that were
issued pursuant to the exercise of employee stock options under the Restated
1990 Stock Option Plan and not resold.

        The potential for sales of up to 6,528,500 shares of Common Stock under
the registration statement of which this Prospectus is a part, the registration
statement for the Restated 1990 Stock Option Plan 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.

SHARES ELIGIBLE FOR FUTURE SALE

        As of February 16, 1998, the Company had outstanding 13,085,188 shares
of Common Stock, employee stock options under the Restated 1990 Stock Option
Plan on 625,700 shares of Common Stock and employee stock options on 705,000
shares included in 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 three 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.

<PAGE>   7

        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.

                                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.

                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
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 February 1, 1997;

        (b) all reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act after February 1, 1997; 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 employee stock options to be exercised by certain
of the Selling Stockholders will be used by the Company for general corporate
purposes.

<PAGE>   8
                            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 1996 Stock Option Plan. The
shares of Common Stock issuable upon the exercise of stock options under the
1996 Stock Option Plan held by Mr. Carroll are included in the offering (see
"Selling Stockholders"). Mr. Carroll is the beneficiary of retirement trusts
that hold 14,355 shares of Common Stock for his account.

                                     EXPERTS

        The consolidated balance sheets of the Company as of February 1, 1997
and February 3, 1996 and the related consolidated statements of income, cash
flows and stockholders' equity for each of the three fiscal years ended February
1, 1997 have been incorporated in this Prospectus in reliance on the reports of
Coopers & Lybrand, L.L.P., independent accountants, and on the authority of that
firm as experts in accounting and auditing.


<PAGE>   9
                              SELLING STOCKHOLDERS

        The following table sets forth the beneficial ownership of the Company's
Common Stock by each Selling Stockholder, both as of February 16, 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                           Beneficial Ownership
                                  Before Offering(1)                               After Offering

                                                              Number of Shares
                                                               of Common Stock
Name and Title of                Number of                       Offered for    Number of
Selling Stockholder                Shares       Percent            Sale(2)        Shares    Percent
<S>                              <C>            <C>              <C>           <C>          <C>  
Raphael Benaroya
  Chairman of the Board,
  President and Chief            2,599,507(3)    19.4%            1,027,925     1,571,582    11.9%
  Executive Officer
 George R. Remeta
  Vice Chairman,
  Chief Financial Officer          457,888(4)    3.5%               216,888       241,000    1.8%
  and Secretary
Kenneth P. Carroll
  Senior Vice President -           31,355(5)      *                 60,000           -0-
  General Counsel
Ellen Demaio
  Senior Vice President -
  General Merchandising             39,000(6)      *                 32,000         7,000      *
 Manager
Carrie Cline-Tunick
  Vice President -
  Product Design and                 2,000(7)      *                 40,000           -0-
  Development
Julie L. Daly
  Vice President -                   3,000(8)      *                 10,000           -0-
  Strategic Planning
Kent Frauenberger
  Vice President -                  11,379(9)      *                  5,000         6,379      *
  Logistics
Jon Grossman
  Vice President -                  16,860(8)      *                 10,000         6,860      *
  Finance
Charles E. Naff
  Vice President -                  4,000(10)      *                 30,000           -0-
  Sales
Bradley Orloff
  Vice President -                 35,000(11)      *                  5,000        30,000      *
  Marketing
Robert Portante                    25,194(12)      *                  5,000        20,194      *
  Vice President -
  MIS
</TABLE>

<PAGE>   10
<TABLE>
<CAPTION>
                                 Beneficial Ownership                           Beneficial Ownership
                                  Before Offering(1)                               After Offering

                                                              Number of Shares
                                                               of Common Stock
Name and Title of                Number of                       Offered for    Number of
Selling Stockholder                Shares       Percent            Sale(2)        Shares    Percent
<S>                              <C>            <C>              <C>           <C>          <C>  
Fredric E. Stern
  Vice President -               30,300(10)      *                    5,000         25,300     *
  Controller
Joseph A. Alutto              9,850(13)(14)      *                    3,000          6,850     *
  Director
Russell Berrie                   33,600(13)      *                    3,000         30,600     *
  Director
Joseph Ciechanover                1,800(15)      *                    3,000            -0-
  Director
Ilan Kaufthal                  68,600(13)(16)    *                    3,000         65,600     *
  Director                               
Vincent Langone                  26,600(17)      *                   3 ,000         23,600     *
  Director
                               -------------                      --------- 
Total                          3,395,933(18)                      1,461,813
                               =============                      =========
</TABLE>


--------------------------
*  Less than 0.6%

(1)     Includes shares issuable upon the exercise of stock options that are
        vested or will become vested prior to April 17, 1998.

(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, and outstanding shares so
        included.

(3)     Includes 321,570 shares which may be acquired within 60 days by the
        exercise of stock options.

(4)     Includes 116,000 shares which may be acquired within 60 days by the
        exercise of stock options and certain shares held jointly with his wife.

(5)     Includes 17,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(6)     Includes 14,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(7)     Includes 2,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(8)     Includes 3,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(9)     Includes 6,400 shares which may be acquired within 60 days by the
        exercise of stock options.

(10)    Includes 4,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(11)    Includes 13,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(12)    Includes 6,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(13)    Includes 8,600 shares which may be acquired within 60 days by the
        exercise of stock options.

(14)    The outstanding shares are held jointly with his wife.

(15)    Consists of shares which may be acquired within 60 days by the exercise
        of stock options.

(16)    Excludes shares held by Schroder Wertheim & Co. Incorporated, of which
        Mr. Kaufthal is a Vice Chairman, and as to which he disclaims beneficial
        ownership. The outstanding shares owned beneficially are held jointly
        with his wife.

(17)    Includes 3,600 shares which may be acquired within 60 days by the
        exercise of stock options and includes 400 shares held by a partnership,
        as to which he disclaims beneficial ownership.

(18)    Includes 541,170 shares which may be acquired within 60 days by the
        exercise of stock options.

        Messrs. Benaroya, Remeta, Carroll and Grossman are officers of the
Company. The other officers listed are officers of operating subsidiaries of the
Company. The Directors listed, the Chairman of the Board and the Vice Chairman
are Directors of the Company.
<PAGE>   11
                                     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 Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filings 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 Prospectus filed with the Commission on March 16, 1993 in
connection with the Registrant's Form S-1 Registration Statement (Registration
Number 33-57464).

        (b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the Registrant's fiscal year
ended January 30, 1993.

        (c) The description of the Registrant's Common Stock, par value $.001
per share, contained in the Registrant'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 1996 Stock Option Plan. The
shares of Common Stock issuable upon the exercise of stock options under the
1996 Stock Option Plan held by Mr. Carroll are included in the offering (see
"Selling Stockholders"). Mr. Carroll is the beneficiary of retirement trusts
that hold 14,355 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 in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if 
<PAGE>   12
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
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 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 (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 Registrant provide for indemnification of directors
and officers of the Registrant 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 Registrant 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 Registrant. The
By-laws further provide that such indemnification provisions are not exclusive.

        Additionally, the Registrant's Certificate of Incorporation eliminates
the personal liability of the Registrant'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 Registrant carries a directors' and officers' insurance policy that
provides indemnification to its officers and directors under certain
circumstances.
<PAGE>   13
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Pursuant to the provisions of the Company's Restated 1989 Performance
Option Plan, Raphael Benaroya purchased 937,500 shares of Common Stock and
George R. Remeta purchased 140,625 shares of Common Stock on February 13, 1998.
The shares purchased by Messrs. Benaroya and Remeta are restricted securities
that will be reofferred and resold by them under this Registration Statement.
The restricted securities were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act. Section 4(2) made the
exemption available because (i) the purchasers were officers of the Company,
(ii) the purchasers were the only participants in the 1989 Plan and the only
offerees in connection with the 1989 Plan, (iii) the purchasers made
representations about their investment intent and (iv) the stock certificates
representing the shares purchased will contain appropriate legends restricting
transfer except in compliance with the Securities Act and the regulations
promulgated thereunder.

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 Registrant (incorporated by
                    reference to Exhibit 3.1 to the Registrant'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 being registered hereunder.

                                                                                
23.   Consent of Experts and Counsel.

                    23.1 Consent of Coopers & Lybrand, L.L.P.

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

        The  following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 are incorporated herein by
reference:

                    Number in filing    Description

                    10.1                Amdendment, 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 exhibits to the Corporation's Annual Report on Form 10-K
for the year ended February 1, 1997 are incorporated herein by reference:

                    Number in Filing    Description
                        

                    13                  Sections of 1996 Annual Report to
                                        Stockholders (including opinion of
                                        Independent Public Accountants) that are
                                        incorporated by reference in




              

<PAGE>   14
                                        response to the items of the Annual
                                        Report on Form 10-K

                    23.1                Consent of Independent Public
                                        Accountants for the Corporation

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

                    10.1*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and
                                        Raphael Benaroya

                    10.2*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and George
                                        R. Remeta

                    10.3                Amended and Restated Term Sheet
                                        Agreement for Hosiery, dated as of
                                        December 29, 1995, between The Avenue,
                                        Inc. and American Licensing Group, Inc.
                                        (Confidential portions have been deleted
                                        and filed separately with the Secretary
                                        of the Commission)

                                                                                
The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*

<PAGE>   15
                                                                                
                                                                                
                                                                                
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are 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

<PAGE>   16
The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:

                    Number  in Filing   Description

                    l0.2*               Letter from the Corporation to Raphael
                                        Benaroya and George R. Remeta, dated May
                                        20, 1994, regarding their respective
                                        Restated Employment Agreements, dated
                                        November 1, 1991

The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:

                    Number  in Filing   Description


                    10.3                Amendment, dated December 6, 1993, to
                                        Credit Agreement between the Corporation
                                        and Citibank

                    10.4                Term Sheet Agreement, dated as of May 4,
                                        1993, with respect to Amended and
                                        Restated Gloria Vanderbilt Hosiery
                                        Sublicense Agreement

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

                    Number in Filing    Description

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

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

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
<PAGE>   17


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

                    Number in Filing    Description

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

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

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

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

                    Number in Filing    Description

                    3.1                 Amended and Restated Certificate of
                                        Incorporation of Registrant

                    4.1                 Specimen Certificate for Common Stock of
                                        Registrant

                    10.2.1              Software License Agreement, dated as of
                                        April 30, 1989, between The Limited
                                        Stores, Inc. and Sizes Unlimited, Inc.

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

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

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

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

                    10.23*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and Raphael Benaroya
<PAGE>   18
                    10.25*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and George R. Remeta

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

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

                    10.31*              Performance Option Agreement, dated July
                                        17, 1989, between the Corporation and
                                        George R. Remeta and First Amendment
                                        thereto dated November 1, 1991

                    10.32*              Second Amendment, dated November 1,
                                        1991, to Performance Option Agreements
                                        with Raphael Benaroya and George R.
                                        Remeta

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

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

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

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

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

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

                    Number in Filing    Description

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

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

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

ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant 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, 
<PAGE>   19
               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
               periodic reports filed by the Registrant 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant'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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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>   20
                                   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 27th day
of February, 1998.




                                UNITED RETAIL GROUP, INC.
                                (Registrant)



                                By: 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 27th day of February, 1998.

SIGNATURE                   TITLE

RAPHAEL BENAROYA            Chairman of the Board, President, Chief Executive
------------------               Officer and Director
Raphael Benaroya                 

GEORGE R. REMETA            Vice Chairman of the Board, Chief Financial Officer,
------------------               Secretary and Director
George R. Remeta                 

JON GROSSMAN                Vice President-Finance and Chief Accounting
------------------               Officer
Jon Grossman                     
<PAGE>   21
JOSEPH A. ALUTTO                                Director
--------------------
Joseph A. Alutto

--------------------                            Director
Russell Berrie

JOSEPH CIECHANOVER                              Director
--------------------
Joseph Ciechanover

ILAN KAUFTHAL                                   Director
--------------------
Ilan Kaufthal

VINCENT LANGONE                                 Director
--------------------
Vincent Langone

CHRISTINA A. MOHR                               Director
--------------------
Christina A. Mohr

RICHARD W. RUBENSTEIN                           Director
--------------------
Richard W. Rubenstein

<PAGE>   22
                                  EXHIBIT LIST

        The following exhibits are filed as a part of this amendment to the
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 Registrant (incorporated by reference to Exhibit 3.1 to
        the Registrant'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 being registered hereunder.

23.  Consent of Experts and Counsel.

        23.1 Consent of Coopers & Lybrand, L.L.P.

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

        The  following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 are incorporated herein by
reference:

                    Number in filing    Description

                    10.1                Amdendment, 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 exhibits to the Corporation's Annual Report on Form 10-K
for the year ended February 1, 1997 are incorporated herein by reference:

                    Number in Filing    Description

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

                    23.1                Consent of Independent Public
                                        Accountants for the Corporation
<PAGE>   23
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

                    10.1*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and
                                        Raphael Benaroya

                    10.2*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and George
                                        R. Remeta

                    10.3                Amended and Restated Term Sheet
                                        Agreement for Hosiery, dated as of
                                        December 29, 1995, between The Avenue,
                                        Inc. and American Licensing Group, Inc.
                                        (Confidential portions have been deleted
                                        and filed separately with the Secretary
                                        of the Commission)

The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*


<PAGE>   24
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are 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


<PAGE>   25
The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:

                    Number  in Filing   Description

                    l0.2*               Letter from the Corporation to Raphael
                                        Benaroya and George R. Remeta, dated May
                                        20, 1994, regarding their respective
                                        Restated Employment Agreements, dated
                                        November 1, 1991

The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:

                    Number  in Filing   Description


                    10.3                Amendment, dated December 6, 1993, to
                                        Credit Agreement between the Corporation
                                        and Citibank

                    10.4                Term Sheet Agreement, dated as of May 4,
                                        1993, with respect to Amended and
                                        Restated Gloria Vanderbilt Hosiery
                                        Sublicense Agreement

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

                    Number in Filing    Description

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

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

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
<PAGE>   26
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

                    Number in Filing    Description

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

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

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

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

                    Number in Filing    Description

                    3.1                 Amended and Restated Certificate of
                                        Incorporation of Registrant

                    4.1                 Specimen Certificate for Common Stock of
                                        Registrant

                    10.2.1              Software License Agreement, dated as of
                                        April 30, 1989, between The Limited
                                        Stores, Inc. and Sizes Unlimited, Inc.

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

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

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

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

                    10.23*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and Raphael Benaroya
<PAGE>   27
                    10.25*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and George R. Remeta

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

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

                    10.31*              Performance Option Agreement, dated July
                                        17, 1989, between the Corporation and
                                        George R. Remeta and First Amendment
                                        thereto dated November 1, 1991

                    10.32*              Second Amendment, dated November 1,
                                        1991, to Performance Option Agreements
                                        with Raphael Benaroya and George R.
                                        Remeta

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

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

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

                    10.39               First Refusal Agreement, dated as of
                                        August 31, 1989, between the Corporation
                                        and ALGLP
                    
                    10.43               Credit Plan Agreement, dated June 3,
                                        1992, among the Corporation, Sizes
                                        Unlimited, Inc. and Citibank.

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

                    Number in Filing    Description

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

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

        *A compensatory plan for the benefit of the Corporation's management or 
a management contract.
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1
                                                       Registration No. 33-_____

                       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 1996 Stock Option Plan
                          1991 Performance Options 
                 Restated 1989 Performance Option Plan
                            (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           Proposed
                                                         maximum            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 share (issuable       1,128,125 shares     from $1.00 to          $1,328,125        $391.80
under Restated 1989                                       $5.00(1)
Performance Option Plan)

Common Stock, $.001 par
value per share (issuable         300,000 shares          $5.00(1)          $1,500,000        $442.50
under 1991 Performance
Options)

Common Stock, $.001 par
value per share (issuable         352,000 shares     from $2.63 to          $1,672,688        $493.44
under 1996 Stock Option                                   $5.88(1)
Plan)

Common Stock, $.001 par            88,000 shares
value per share (issuable         (stock options        $6.0625(2)            $533,500        $157.38
under 1996 Stock Option          available to be
Plan)                                   granted)

Common Stock, $.001 par
value per share (issuable           3,000 shares          $8.75(1)             $26,250          $7.74
                                    ------------                               -------          -----
under options held by retired
director)
Total                           1,871,125 shares                            $5,060,563      $1,492.86
                                ================                            ==========      =========
---------------------

(1) Representing the exercise price(s) of employee stock options that were
granted.

(2) Representing the average of the high and low sales prices of a share of
Common Stock on the NASDAQ National Market System on March 2, 1998.
3
                                1,461,813 SHARES

                            UNITED RETAIL GROUP, INC.

                                  COMMON STOCK
                           (PAR VALUE $.001 PER SHARE)

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

     The 1,461,813 shares of Common Stock offered hereby are being sold by the
Selling Stockholders and are presently outstanding or issuable upon the exercise
of employee stock options under United Retail Group, Inc.'s Restated 1989
Performance Option Plan, 1991 Performance Options, and 1996 Stock Option Plan.
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 March 5, 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"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
located at Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. 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 a Web
site that contains reports, proxy statements and other information regarding the
Company filed electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.

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

                           INCORPORATION BY REFERENCE

               Certain reports, proxy statements and other information filed by
the Company 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).

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

         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, 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 results could differ materially from those currently anticipated
by the Company due to possible (i) shifting shopping patterns, both within the
specialty store sector and in other channels of distribution, (ii) extreme or
unseasonable weather conditions, (iii) economic downturns, weakness in overall
consumer demand, and variations in the demand for women's fashion apparel, (iv)
imposition by vendors, or their third-party factors, of more onerous payment
terms for domestic merchandise purchases, (v) acceleration in the rate of
business failures and inventory liquidations in the specialty store sector of
the women's apparel industry, and (vi) disruptions in the sourcing of
merchandise abroad, including (a) China's claims to sovereignty over Taiwan, (b)
North Korea's claims to sovereignty over South Korea, (c) exchange rate
fluctuations, (d) political instability, (e) trade sanctions or restrictions,
(f) changes in quota and duty regulations, (g) delays in shipping or (h)
increased costs of transportation.

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 February 16, 1998. LDA is an affiliate of The Limited, Inc.

        At February 16, 1998, approximately 40.5% 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, each of LDA
and Mr. Benaroya designates two of the Company's nine Directors, whom the
parties to the Restated Stockholders' Agreement have agreed to vote for.
Accordingly, LDA and Mr. Benaroya will together be able to exercise considerable
influence over the management of the Company. 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."
6

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 4,000,000 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."

        In addition to the Demand Registrations provided in the Restated
Stockholders' Agreement and the registration statement of which this Prospectus
is a part, the Company has registered under the Securities Act 625,700 shares of
Common Stock issuable pursuant to the exercise of employee stock options under
the Restated 1990 Stock Option Plan and 31,675 outstanding shares that were
issued pursuant to the exercise of employee stock options under the Restated
1990 Stock Option Plan and not resold.

        The potential for sales of up to 6,528,500 shares of Common Stock under
the registration statement of which this Prospectus is a part, the registration
statement for the Restated 1990 Stock Option Plan 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.

SHARES ELIGIBLE FOR FUTURE SALE

        As of February 16, 1998, the Company had outstanding 13,085,188 shares
of Common Stock, employee stock options under the Restated 1990 Stock Option
Plan on 625,700 shares of Common Stock and employee stock options on 705,000
shares included in 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 three 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.
7

        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.

                                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.

                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
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 February 1, 1997;

        (b) all reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act after February 1, 1997; 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 employee stock options to be exercised by certain
of the Selling Stockholders will be used by the Company for general corporate
purposes.
8
                            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 1996 Stock Option Plan. The
shares of Common Stock issuable upon the exercise of stock options under the
1996 Stock Option Plan held by Mr. Carroll are included in the offering (see
"Selling Stockholders"). Mr. Carroll is the beneficiary of retirement trusts
that hold 14,355 shares of Common Stock for his account.

                                     EXPERTS

        The consolidated balance sheets of the Company as of February 1, 1997
and February 3, 1996 and the related consolidated statements of income, cash
flows and stockholders' equity for each of the three fiscal years ended February
1, 1997 have been incorporated in this Prospectus in reliance on the reports of
Coopers & Lybrand, L.L.P., independent accountants, and on the authority of that
firm as experts in accounting and auditing.
9
                              SELLING STOCKHOLDERS

        The following table sets forth the beneficial ownership of the Company's
Common Stock by each Selling Stockholder, both as of February 16, 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                           Beneficial Ownership
                                  Before Offering(1)                               After Offering

                                                              Number of Shares
                                                               of Common Stock
Name and Title of                Number of                       Offered for    Number of
Selling Stockholder                Shares       Percent            Sale(2)        Shares    Percent
Raphael Benaroya
  Chairman of the Board,
  President and Chief            2,599,507(3)    19.4%            1,027,925     1,571,582    11.9%
  Executive Officer
 George R. Remeta
  Vice Chairman,
  Chief Financial Officer          457,888(4)    3.5%               216,888       241,000    1.8%
  and Secretary
Kenneth P. Carroll
  Senior Vice President -           31,355(5)      *                 60,000           -0-
  General Counsel
Ellen Demaio
  Senior Vice President -
  General Merchandising             39,000(6)      *                 32,000         7,000      *
 Manager
Carrie Cline-Tunick
  Vice President -
  Product Design and                 2,000(7)      *                 40,000           -0-
  Development
Julie L. Daly
  Vice President -                   3,000(8)      *                 10,000           -0-
  Strategic Planning
Kent Frauenberger
  Vice President -                  11,379(9)      *                  5,000         6,379      *
  Logistics
Jon Grossman
  Vice President -                  16,860(8)      *                 10,000         6,860      *
  Finance
Charles E. Naff
  Vice President -                  4,000(10)      *                 30,000           -0-
  Sales
Bradley Orloff
  Vice President -                 35,000(11)      *                  5,000        30,000      *
  Marketing
Robert Portante                    25,194(12)      *                  5,000        20,194      *
  Vice President -
  MIS
10
Beneficial Ownership                           Beneficial Ownership
                                  Before Offering(1)                               After Offering

                                                              Number of Shares
                                                               of Common Stock
Name and Title of                Number of                       Offered for    Number of
Selling Stockholder                Shares       Percent            Sale(2)        Shares    Percent
Fredric E. Stern
  Vice President -               30,300(10)      *                    5,000         25,300     *
  Controller
Joseph A. Alutto              9,850(13)(14)      *                    3,000          6,850     *
  Director
Russell Berrie                   33,600(13)      *                    3,000         30,600     *
  Director
Joseph Ciechanover                1,800(15)      *                    3,000            -0-
  Director
Ilan Kaufthal                  68,600(13)(16)    *                    3,000         65,600     *
  Director                               
Vincent Langone                  26,600(17)      *                   3 ,000         23,600     *
  Director
                               -------------                      --------- 
Total                          3,395,933(18)                      1,461,813
                               =============                      =========
--------------------------
*  Less than 0.6%

(1)     Includes shares issuable upon the exercise of stock options that are
        vested or will become vested prior to April 17, 1998.

(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, and outstanding shares so
        included.

(3)     Includes 321,570 shares which may be acquired within 60 days by the
        exercise of stock options.

(4)     Includes 116,000 shares which may be acquired within 60 days by the
        exercise of stock options and certain shares held jointly with his wife.

(5)     Includes 17,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(6)     Includes 14,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(7)     Includes 2,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(8)     Includes 3,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(9)     Includes 6,400 shares which may be acquired within 60 days by the
        exercise of stock options.

(10)    Includes 4,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(11)    Includes 13,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(12)    Includes 6,000 shares which may be acquired within 60 days by the
        exercise of stock options.

(13)    Includes 8,600 shares which may be acquired within 60 days by the
        exercise of stock options.

(14)    The outstanding shares are held jointly with his wife.

(15)    Consists of shares which may be acquired within 60 days by the exercise
        of stock options.

(16)    Excludes shares held by Schroder Wertheim & Co. Incorporated, of which
        Mr. Kaufthal is a Vice Chairman, and as to which he disclaims beneficial
        ownership. The outstanding shares owned beneficially are held jointly
        with his wife.

(17)    Includes 3,600 shares which may be acquired within 60 days by the
        exercise of stock options and includes 400 shares held by a partnership,
        as to which he disclaims beneficial ownership.

(18)    Includes 541,170 shares which may be acquired within 60 days by the
        exercise of stock options.

        Messrs. Benaroya, Remeta, Carroll and Grossman are officers of the
Company. The other officers listed are officers of operating subsidiaries of the
Company. The Directors listed, the Chairman of the Board and the Vice Chairman
are Directors of the Company.
11
                                     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 Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filings 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 Prospectus filed with the Commission on March 16, 1993 in
connection with the Registrant's Form S-1 Registration Statement (Registration
Number 33-57464).

        (b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the Registrant's fiscal year
ended January 30, 1993.

        (c) The description of the Registrant's Common Stock, par value $.001
per share, contained in the Registrant'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 1996 Stock Option Plan. The
shares of Common Stock issuable upon the exercise of stock options under the
1996 Stock Option Plan held by Mr. Carroll are included in the offering (see
"Selling Stockholders"). Mr. Carroll is the beneficiary of retirement trusts
that hold 14,355 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 in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
12
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
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 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 (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 Registrant provide for indemnification of directors
and officers of the Registrant 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 Registrant 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 Registrant. The
By-laws further provide that such indemnification provisions are not exclusive.

        Additionally, the Registrant's Certificate of Incorporation eliminates
the personal liability of the Registrant'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 Registrant carries a directors' and officers' insurance policy that
provides indemnification to its officers and directors under certain
circumstances.
13
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Pursuant to the provisions of the Company's Restated 1989 Performance
Option Plan, Raphael Benaroya purchased 937,500 shares of Common Stock and
George R. Remeta purchased 140,625 shares of Common Stock on February 13, 1998.
The shares purchased by Messrs. Benaroya and Remeta are restricted securities
that will be reofferred and resold by them under this Registration Statement.
The restricted securities were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act. Section 4(2) made the
exemption available because (i) the purchasers were officers of the Company,
(ii) the purchasers were the only participants in the 1989 Plan and the only
offerees in connection with the 1989 Plan, (iii) the purchasers made
representations about their investment intent and (iv) the stock certificates
representing the shares purchased will contain appropriate legends restricting
transfer except in compliance with the Securities Act and the regulations
promulgated thereunder.

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 Registrant (incorporated by
                    reference to Exhibit 3.1 to the Registrant'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 being registered hereunder.

                                                                                
23.   Consent of Experts and Counsel.

                    23.1 Consent of Coopers & Lybrand, L.L.P.

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

        The  following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 are incorporated herein by
reference:

                    Number in filing    Description

                    10.1                Amdendment, 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 exhibits to the Corporation's Annual Report on Form 10-K
for the year ended February 1, 1997 are incorporated herein by reference:

                    Number in Filing    Description
                        

                    13                  Sections of 1996 Annual Report to
                                        Stockholders (including opinion of
                                        Independent Public Accountants) that are
                                        incorporated by reference in
14
                                        response to the items of the Annual
                                        Report on Form 10-K

                    23.1                Consent of Independent Public
                                        Accountants for the Corporation

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

                    10.1*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and
                                        Raphael Benaroya

                    10.2*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and George
                                        R. Remeta

                    10.3                Amended and Restated Term Sheet
                                        Agreement for Hosiery, dated as of
                                        December 29, 1995, between The Avenue,
                                        Inc. and American Licensing Group, Inc.
                                        (Confidential portions have been deleted
                                        and filed separately with the Secretary
                                        of the Commission)

                                                                                
The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*
15
                                                                                
                                                                                
                                                                                
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are 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
16
The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:

                    Number  in Filing   Description

                    l0.2*               Letter from the Corporation to Raphael
                                        Benaroya and George R. Remeta, dated May
                                        20, 1994, regarding their respective
                                        Restated Employment Agreements, dated
                                        November 1, 1991

The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:

                    Number  in Filing   Description

                    10.3                Amendment, dated December 6, 1993, to
                                        Credit Agreement between the Corporation
                                        and Citibank

                    10.4                Term Sheet Agreement, dated as of May 4,
                                        1993, with respect to Amended and
                                        Restated Gloria Vanderbilt Hosiery
                                        Sublicense Agreement

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

                    Number in Filing    Description

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

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

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
17

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

                    Number in Filing    Description

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

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

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

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

                    Number in Filing    Description

                    3.1                 Amended and Restated Certificate of
                                        Incorporation of Registrant

                    4.1                 Specimen Certificate for Common Stock of
                                        Registrant

                    10.2.1              Software License Agreement, dated as of
                                        April 30, 1989, between The Limited
                                        Stores, Inc. and Sizes Unlimited, Inc.

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

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

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

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

                    10.23*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and Raphael Benaroya
18
                    10.25*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and George R. Remeta

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

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

                    10.31*              Performance Option Agreement, dated July
                                        17, 1989, between the Corporation and
                                        George R. Remeta and First Amendment
                                        thereto dated November 1, 1991

                    10.32*              Second Amendment, dated November 1,
                                        1991, to Performance Option Agreements
                                        with Raphael Benaroya and George R.
                                        Remeta

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

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

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

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

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

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

                    Number in Filing    Description

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

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

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

ITEM 9.  UNDERTAKINGS.

        (a)  The undersigned Registrant 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,
19
               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
               periodic reports filed by the Registrant 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant'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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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.
20
                                   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 27th day
of February, 1998.

                                UNITED RETAIL GROUP, INC.
                                (Registrant)

                                By: 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 27th day of February, 1998.

SIGNATURE                   TITLE

RAPHAEL BENAROYA            Chairman of the Board, President, Chief Executive
------------------               Officer and Director
Raphael Benaroya                 

GEORGE R. REMETA            Vice Chairman of the Board, Chief Financial Officer,
------------------               Secretary and Director
George R. Remeta                 

JON GROSSMAN                Vice President-Finance and Chief Accounting
------------------               Officer
Jon Grossman
21
JOSEPH A. ALUTTO                                Director
--------------------
Joseph A. Alutto

--------------------                            Director
Russell Berrie

JOSEPH CIECHANOVER                              Director
--------------------
Joseph Ciechanover

ILAN KAUFTHAL                                   Director
--------------------
Ilan Kaufthal

VINCENT LANGONE                                 Director
--------------------
Vincent Langone

CHRISTINA A. MOHR                               Director
--------------------
Christina A. Mohr

RICHARD W. RUBENSTEIN                           Director
--------------------
Richard W. Rubenstein
22
                                  EXHIBIT LIST

        The following exhibits are filed as a part of this amendment to the
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 Registrant (incorporated by reference to Exhibit 3.1 to
        the Registrant'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 being registered hereunder.

23.  Consent of Experts and Counsel.

        23.1 Consent of Coopers & Lybrand, L.L.P.

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

        The  following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 are incorporated herein by
reference:

                    Number in filing    Description

                    10.1                Amdendment, 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 exhibits to the Corporation's Annual Report on Form 10-K
for the year ended February 1, 1997 are incorporated herein by reference:

                    Number in Filing    Description

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

                    23.1                Consent of Independent Public
                                        Accountants for the Corporation
23
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

                    10.1*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and
                                        Raphael Benaroya

                    10.2*               Severance Pay Agreement, dated May 28,
                                        1996, between the Corporation and George
                                        R. Remeta

                    10.3                Amended and Restated Term Sheet
                                        Agreement for Hosiery, dated as of
                                        December 29, 1995, between The Avenue,
                                        Inc. and American Licensing Group, Inc.
                                        (Confidential portions have been deleted
                                        and filed separately with the Secretary
                                        of the Commission)

The Corporation's 1996 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1996 annual meeting of
stockholders is incorporated herein by reference.*
24
The following exhibit to the Corporation's Current Report on Form 8-K, dated
March 22, 1996, are 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
25
The following exhibit to the Corporation's Quarterly Report on Form 10-Q for the
period ended July 30, 1994 is incorporated herein by reference:

                    Number  in Filing   Description

                    l0.2*               Letter from the Corporation to Raphael
                                        Benaroya and George R. Remeta, dated May
                                        20, 1994, regarding their respective
                                        Restated Employment Agreements, dated
                                        November 1, 1991

The following exhibits to the Corporation's amended Annual Report on Form 10-KA
for the year ended January 29, 1994 are incorporated herein by reference:

                    Number  in Filing   Description

                    10.3                Amendment, dated December 6, 1993, to
                                        Credit Agreement between the Corporation
                                        and Citibank

                    10.4                Term Sheet Agreement, dated as of May 4,
                                        1993, with respect to Amended and
                                        Restated Gloria Vanderbilt Hosiery
                                        Sublicense Agreement

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

                    Number in Filing    Description

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

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

The Corporation's Restated 1990 Stock Option Plan set forth as Exhibit A to the
Corporation's proxy statement on Schedule 14A for its 1993 annual meeting of
stockholders is incorporated herein by reference.*
26
The following exhibits to the Corporation's Current Report on Form 8-K, dated
January 6, 1993, are incorporated herein by reference:

                    Number in Filing    Description

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

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

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

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

                    Number in Filing    Description

                    3.1                 Amended and Restated Certificate of
                                        Incorporation of Registrant

                    4.1                 Specimen Certificate for Common Stock of
                                        Registrant

                    10.2.1              Software License Agreement, dated as of
                                        April 30, 1989, between The Limited
                                        Stores, Inc. and Sizes Unlimited, Inc.

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

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

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

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

                    10.23*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and Raphael Benaroya
27
                    10.25*              Restated Employment Agreement, dated
                                        November 1, 1991, between the
                                        Corporation and George R. Remeta

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

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

                    10.31*              Performance Option Agreement, dated July
                                        17, 1989, between the Corporation and
                                        George R. Remeta and First Amendment
                                        thereto dated November 1, 1991

                    10.32*              Second Amendment, dated November 1,
                                        1991, to Performance Option Agreements
                                        with Raphael Benaroya and George R.
                                        Remeta

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

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

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

                    10.39               First Refusal Agreement, dated as of
                                        August 31, 1989, between the Corporation
                                        and ALGLP
                    
                    10.43               Credit Plan Agreement, dated June 3,
                                        1992, among the Corporation, Sizes
                                        Unlimited, Inc. and Citibank.

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

                    Number in Filing    Description

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

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

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