SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LUCAS SCOTT

(Last)

(First)

(Middle)

C/O UNITED RETAIL GROUP, INC.

365 WEST PASSAIC STREET

(Street)

ROCHELLE PARK

07662

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2003

3. Issuer Name and Ticker or Trading Symbol
UNITED RETAIL GROUP INC/DE [ URGI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Sales, Western Region

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.001 par value	439.468	I	401(k) Plan
Common Stock, $.001 par value	10,763.2457	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option to Buy	05/02/1997⁽¹⁾	05/01/2006	Common Stock, $.001 par value	7,000	$5.125	D
Employee Stock Option to Buy	02/13/1999⁽¹⁾	02/12/2008	Common Stock, $.001 par value	3,000	$5.875	D
Employee Stock Option to Buy	02/24/2001⁽¹⁾	02/23/2010	Common Stock, $.001 par value	2,000	$9.75	D
Employee Stock Option to Buy	03/01/2002⁽¹⁾	02/28/2011	Common Stock, $.001 par value	3,000	$6.25	D
Employee Stock Option to Buy	02/27/2004⁽¹⁾	02/26/2013	Common Stock, $.001 par value	3,000	$2.25	D
Employee Stock Option to Buy	08/15/2004⁽¹⁾	08/14/2013	Common Stock, $.001 par value	2,000	$3.45	D

Explanation of Responses:

1. Exercisable in five equal annual installments commencing on the date indicated subject to acceleration in accordance with the terms of the stock option plans.

Remarks:

	Scott Lucas	08/25/2003
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.