FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BENAROYA RAPHAEL 		2. Issuer Name and Ticker or Trading Symbol

UNITED RETAIL GROUP INC/DE [ URGI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O UNITED RETAIL GROUP INC, 364 WEST PASSAIC STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/9/2007
(Street)

ROCHELLE PARK, NJ 07662
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.001 par value   2/9/2007     S    141.0687   (1) D $13.98   2154429   (2) I   By trustee of RSP  
Common Stock, $.001 par value   5/22/2007     S    145.2140   (1) D $12.40   2154284   (2) I   By trustee of RSP  
Common Stock, $.001 par value   8/20/2007     S    550.3684   (1) D $9.53   2153734   (2) I   By trustee of RSP  
Common Stock, $.001 par value   10/22/2007     M    200000   A $6.3125   2353734   D    
Common Stock, $.001 par value   10/22/2007     M    162000   A $9.40   2515734   D    
Common Stock, $.001 par value   10/24/2007     U    2440734   (3) D (4) $13.70   75000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $6.3125   10/22/2007     M        200000    2/16/2003   2/16/2008   Common Stock   200000     (5) 0   D    
Employee Stock Option (Right to Buy)   $9.40   10/22/2007     M        162000    5/31/2006   5/31/2011   Common Stock   162000     (6) 0   D    

Explanation of Responses:
( 1)  Issued pursuant to the Retirement Savings Plan (the "RSP") of United Retail Group, Inc. (the "Company") and sold by the trustee of the RSP to pay RSP quarterly administrative charges.
( 2)  Fractional share value rounded to the nearest whole digit.
( 3)  Includes 362,000 shares of common stock of the Company acquired upon the exercise of 362,000 employee stock options as reported in Table II.
( 4)  Disposed of pursuant to the Agreement and Plan of Merger dated as of September 10, 2007 (the "Merger Agreement"), by and among the Company, Redcats USA, Inc. and Boulevard Merger Sub, Inc., in exchange for the right to receive $13.70 in cash, without interest thereon, per share of common stock of the Company held by the reporting person either directly or through the RSP.
( 5)  No consideration was paid for the issuance of the securities pursuant to Mr. Benaroya's 1998 Stock Option Agreement with the Company.
( 6)  No consideration was paid for the issuance of the securities pursuant to the Company's 2001 Stock Option Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BENAROYA RAPHAEL
C/O UNITED RETAIL GROUP INC
364 WEST PASSAIC STREET
ROCHELLE PARK, NJ 07662 		X X Chief Executive Officer

Signatures
Raphael Benaroya 10/24/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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