SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

SCHEDULE 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4)

of the Securities Exchange Act of 1934

(Amendment No. 2)

_____________

UNITED RETAIL GROUP, INC.

(Name of Subject Company)

_____________

UNITED RETAIL GROUP, INC.

(Names of Person(s) Filing Statement)

_____________

Common Stock, $0.001 par value per share

(including associated Preferred Stock Purchase Right)

(Title of Class of Securities)

_____________

911380103

(CUSIP Number of Class of Securities)

_____________

Raphael Benaroya

Chairman of the Board, President and Chief Executive Officer

United Retail Group, Inc.

365 West Passaic Street

Rochelle Park, New Jersey 07662

(201) 845-0880

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

Notice and Communications on Behalf of the Person(s) Filing Statement)

_____________

With copies to:

Paul T. Schnell, Esq.

Richard J. Grossman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

(212) 735-3000

[ ]   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Introduction

This Amendment No. 2 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) originally filed with the U.S. Securities and Exchange Commission (the “Commission”) by United Retail Group, Inc., a Delaware corporation, on September 25, 2007, as amended by Amendment No. 1 to the Schedule 14D-9 filed with the Commission on September 27, 2007.  Except as otherwise noted, the information set forth in the original Schedule 14D-9 remains unchanged.  Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9.   

Item 8. Additional Information

Item 8 is hereby amended and supplemented by adding the following sentence at the end of the subsection entitled “Regulatory Approvals”:

     On September 28, 2007, the Company was notified that the FTC and the Antitrust Division had granted early termination of the waiting period under the HSR Act in connection with the purchase of shares of Common Stock pursuant to the Offer.  Accordingly, the condition to the Offer relating to the expiration or termination of the applicable HSR Act waiting period has been satisfied.

Item 9.  Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Description
(a)(8)	Memorandum to Participants in the Retirement Savings Plan Company Stock Fund, dated September 28, 2007
(a)(9)	Memorandum to Associate Stock Purchase Plan Participants, dated October 1, 2007
(a)(10)	Joint Press Release Issued by United Retail Group, Inc. and Redcats USA, dated October 1, 2007, Announcing the Early Termination of the Hart-Scott-Rodino Act Waiting Period

SIGNATURE

After due 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.

     UNITED RETAIL GROUP, INC.

     By:   _/s/ George R. Remeta______   

     George R. Remeta

     Chief Administrative Officer

Dated:  October 1, 2007

EX-99

Exhibit (a)(8)

Memorandum

To: Participants in the RSP Company Stock Fund

From: Anne Nemeth, Retirement Savings Plan Administrator

Date: September 28, 2007

Subject: United Retail Group Retirement Savings Plan (RSP) United Retail Group, Inc. Stock Fund

This memorandum explains how the tender offer for United Retail Group, Inc. stock will affect the United Retail Group Stock Fund, one of the investment options in the RSP.

Pursuant to a Merger Agreement entered into between United Retail Group, Inc. (“Company”), Redcats USA, Inc. (“Redcats”), and one of its wholly-owned subsidiaries, Redcats commenced a tender offer on September 25, 2007 to purchase at least a majority (and up to all) of the fully diluted shares of Company Common Stock.

Participants in the Retirement Savings Plan (“RSP”) can instruct the trustee to tender shares held in the Company Stock Fund by returning a special instruction form that they will receive in the mail.

If the tender offer is successful and you tendered United Retail Group, Inc. shares in your RSP account, the cash payment for the shares will be invested in the DWS Stable Value Fund.

Important note:

Once the proceeds from the tender offer are posted to your account in the DWS Stable Value Fund, you may transfer those funds to one or more of the other investment options available in the RSP by calling the Voice Response System, at 1-800-541-7705, or logging on to InterActive Account at http://university.dws-scudder.com.  You can access your account information, transfer your existing investment balances, or change your allocation for future contributions at any time to any of the investment options available in the RSP.  You can also speak with an Employee Service Center Representative Monday through Friday, 8:00 a.m. to 9:00 p.m. Eastern Time, by calling 1-800-541-7705.

This memorandum is neither an offer to purchase nor a solicitation of an offer to sell shares of United Retail Group, Inc. (“the Company”).  On September 25, 2007, a wholly owned subsidiary of Redcats USA, Inc. (“Redcats”) filed a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. These documents contain important information about the tender offer that should be read carefully before any decision is made with respect to the tender offer.

You may download a free copy of these documents and other documents filed by the Company or Redcats with the Securities and Exchange Commission (the "SEC") from the website maintained by the SEC at www.sec.gov.

In addition, you will receive a hard copy of these documents in the mail.

Should you have any questions, please give me a call at 201-909-2139.

EX-99

Exhibit (a)(9)

MEMORANDUM

TO: ASSOCIATE STOCK PURCHASE PLAN PARTICIPANTS

FROM: GAIL HEIN, DIRECTOR OF HUMAN RESOURCES

SUBJECT: DISCONTINUATION OF THE ASSOCIATE STOCK PURCHASE PLAN

DATE: 10/1/2007

As a result of the tender offer for United Retail stock by a subsidiary of Redcats USA, Inc., the Associate Stock Purchase Plan (“ASPP”) will be discontinued effective September 30, 2007.

Pursuant to a Merger Agreement entered into between United Retail Group, Inc. (“Company”), Redcats USA, Inc. (“Redcats”), and one of its wholly-owned subsidiaries, Redcats commenced a tender offer on September 25, 2007 to purchase at least a majority (and up to all) of the fully diluted shares of Company Common Stock.

Participants in the ASPP can instruct the Administrator, Computershare, to tender shares held in the Company Stock Fund by returning a special instruction form that they will receive in their home mail.

If you instruct Computershare to tender all of your Plan Shares, you are instructing the Plan to surrender those shares for cash in connection with the Offer.  If the sale is completed, the cash proceeds (less any applicable taxes) will be distributed to your address of record.

This memorandum is neither an offer to purchase nor a solicitation of an offer to sell shares of United Retail Group, Inc. (“the Company”).  On September 25, 2007, a wholly owned subsidiary of Redcats USA, Inc. (“Redcats”) filed a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. These documents contain important information about the tender offer that should be read carefully before any decision is made with respect to the tender offer.

You may download a free copy of these documents and other documents filed by the Company or Redcats with the Securities and Exchange Commission (the "SEC") from the website maintained by the SEC at www.sec.gov.

In addition, you will receive a hard copy of these documents in the mail.

Should you have any questions, please give me a call at 201-909-2115

EX-99

  Exhibit (a)(10)

United Retail Group and Redcats USA Announce Early Termination of

Hart-Scott-Rodino Act Waiting Period

Rochelle Park, New Jersey, and New York, New York – October 1, 2007 – United Retail Group, Inc. (NASDAQ: URGI), a specialty retailer of large-size women’s fashion apparel, and Redcats USA, Inc., a subsidiary of Redcats Group, a leading home shopping marketer of apparel and home products, today announced that the U.S. federal antitrust agencies granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with Redcats USA’s pending acquisition of United Retail Group for $13.70 per share in cash.  As previously announced, Redcats USA is accomplishing the acquisition of United Retail Group through a tender offer, which commenced on September 25, 2007 and is scheduled to expire at 12:00 midnight, New York City time, at the end of Tuesday, October 23, 2007, unless the tender offer is extended.  The tender offer is being conducted on the terms and subject to the conditions described in the Offer to Purchase, dated September 25, 2007, and the related Letter of Transmittal, which have been filed as part of a Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on September 25, 2007.

About United Retail Group, Inc.

United Retail Group, Inc. is a specialty retailer of large-size women’s fashion apparel, footwear and accessories featuring AVENUE® brand merchandise. The Company operates 483 AVENUE® stores with 2,132,000 square feet of selling space, as well as the AVENUE.COM® website at www.avenue.com.

About Redcats Group and Redcats USA

Redcats USA is a leading catalog and online marketer of apparel and home products, operating in North America. Its primary brands are Chadwick’s®, Roaman’s®, Jessica London®, KingSize® and BrylaneHome®. Redcats USA is a wholly owned subsidiary of the Redcats Group, the world’s third largest catalog and online group in apparel and home products operating in 28 countries, through 17 brands with a staff of 20,000 associates and a turnover of 4.33 billion euros in 2006. Redcats Group is a member of the PPR group of companies. The shares of PPR S.A. are listed on Euronext Paris (# 121485, PRTP.PA, PPFP). For more information, please visit www.ppr.com.

Important Information

Redcats USA, Inc. and its wholly owned subsidiary, Boulevard Merger Sub, Inc., have filed a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer, and United Retail Group has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.  These documents contain important information about the tender offer that should be read carefully before any decision is made with respect to the tender offer.

Stockholders of United Retail Group may obtain a free copy of these documents and other documents filed by United Retail Group or Redcats USA, Inc. with the U.S. Securities and Exchange Commission at their website, www.sec.gov.  In addition, stockholders may obtain a free copy of these documents from United Retail Group by contacting United Retail Group at 365 West Passaic Street, Rochelle Park, New Jersey 07662, Attention: Investor Relations.

Contact:	George R. Remeta	Investor Relations:
	Vice Chairman and	Cara O’Brien/Leigh Parrish
	Chief Administrative Officer	Press: Melissa Merrill
	United Retail Group, Inc.	Financial Dynamics
	(201) 909-2110	(212) 850-5600
	Redcats Group:
	Vinciane Beurlet + 33 1 56 92 98 18
	Vice President, Corporate Communications