SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 12)*

United Retail Group, Inc.

(Name of Issuer)

Common Stock
$0.001 Par Value

(Title of Class of Securities)

911380103

(CUSIP Number)

Samuel P. Fried, Esq., Senior Vice President and General Counsel,
Limited Brands, Inc., Three Limited Parkway, Columbus, Ohio 43230, Telephone: (614) 415-7199

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 27, 2004

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

     Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

      * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 911380103 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Limited Direct Associates, L.P. I.R.A. # 31-1251727
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 0 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 911380103 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Limited Direct, Inc. I.R.A. # 51-0301511
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 0 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 911380103 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Limited Brands, Inc. I.R.A. # 31-1029810
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 0 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

AMENDMENT NO. 12 TO STATEMENT ON SCHEDULE 13D

     This Amendment No. 12 to Schedule 13D is being filed on behalf of Limited Direct Associates, L.P. (“LDA”), a Delaware limited partnership, Limited Direct, Inc., a Delaware corporation and the general partner of LDA, and Limited Brands, Inc. a Delaware corporation and the ultimate parent of LDA, in connection with United Retail Group, Inc. Common Stock (“URGI Common Stock”). This Amendment No. 12 amends the statement on Schedule 13D filed with the Commission by the reporting persons on July 22, 1993, as amended by Amendments No. 1-11 thereto. This Amendment No. 12 amends Item 5 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

a.	See Items 11 and 13 of the cover pages attached hereto for the aggregate number and percentage of URGI Common Stock beneficially owned by the reporting persons.
b.	See Items 7-10 of the cover pages attached hereto for the number of shares of URGI Common Stock of the reporting persons as to which the reporting persons have the sole or shared power to vote or direct the vote and the sole or shared power to dispose or direct the disposition.
c.	On August 27, 2004, LDA disposed of 1,600,000 shares of URGI Common Stock, at a price per share of $2.20, through a brokerage transaction over the NASDAQ system.
d.	On August 27, 2004, the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.

SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  September 2, 2004	Limited Direct Associates, L.P.
	By:	LIMITED DIRECT, INC., as
		General Partner
	By:	/s/ SAMUEL FRIED
		Name:	Samuel Fried
		Title:	Vice President
	LIMITED DIRECT, INC.
	By:	/s/ SAMUEL FRIED
		Name:	Samuel Fried
		Title:	Vice President
	LIMITED BRANDS, INC.
	By:	/s/ SAMUEL FRIED
		Name:	Samuel Fried
		Title:	Vice President