SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BENAROYA RAPHAEL

(Last)

(First)

(Middle)

C/O UNITED RETAIL GROUP INC

364 WEST PASSAIC STREET

(Street)

ROCHELLE PARK

07662

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value	02/09/2007		S		141.0687⁽¹⁾	D	$13.98	2,154,429⁽²⁾	I	By trustee of RSP
Common Stock, $.001 par value	05/22/2007		S		145.214⁽¹⁾	D	$12.4	2,154,284⁽²⁾	I	By trustee of RSP
Common Stock, $.001 par value	08/20/2007		S		550.3684⁽¹⁾	D	$9.53	2,153,734⁽²⁾	I	By trustee of RSP
Common Stock, $.001 par value	10/22/2007		M		200,000	A	$6.3125	2,353,734	D
Common Stock, $.001 par value	10/22/2007		M		162,000	A	$9.4	2,515,734	D
Common Stock, $.001 par value	10/24/2007		U		2,440,734⁽³⁾	D⁽⁴⁾	$13.7	75,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$6.3125	10/22/2007		M			200,000	02/16/2003	02/16/2008	Common Stock	200,000	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$9.4	10/22/2007		M			162,000	05/31/2006	05/31/2011	Common Stock	162,000	⁽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.

	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.
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