URGI United Retail Grp. (MM)

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

SCHEDULE TO

      Tender Offer Statement Under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 2)

Copy To:

      David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000

Calculation of Filing Fee

* Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the U.S.

Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction valuation was calculated by multiplying the offer price of $13.70 per share by 15,253,559, the number of shares of common stock, par value $0.001 per share (“Shares”), of United Retail Group, Inc. (“URGI”) outstanding on a fully diluted basis as of September 6, 2007, as represented by URGI in the Agreement and Plan of Merger with Redcats USA, Inc. and Boulevard Merger Sub, Inc., which Shares consist of (a) 13,980,559 Shares issued and outstanding and (b) 1,273,000 reserved for issuance under URGI stock plans.

¨    Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing .

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on September 25, 2007, as amended by Amendment No. 1 filed on October 1, 2007 (as amended, the “Schedule TO”), by Redcats USA, Inc., a Delaware corporation (“Redcats USA”), and Boulevard Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Redcats USA (“Offeror”), relating to the offer by Offeror to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of United Retail Group, Inc., a Delaware corporation (“URGI”), including the associated rights to purchase Series A Junior Participating Preferred Stock of URGI, for $13.70 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 25, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”). The Offer is made pursuant to the Agreement and Plan of Merger, dated as of September 10, 2007 (the “Merger Agreement”), by and among URGI, Redcats USA and Offeror.

All capitalized terms used in this Amendment No. 2 without definition have the meanings ascribed to them in the Schedule TO or the Offer to Purchase.

The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 2 by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 2.

    ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is amended and supplemented by adding the following text to such Item:

“The initial offering period of the Offer expired at 12:00 midnight, New York City time, at the end of Tuesday, October 23, 2007. According to Continental Stock Transfer & Trust Company, the depositary for the Offer, as of such time, a total of 12,048,037 Shares had been validly tendered pursuant to the Offer and not withdrawn (which figure includes 723,622 Shares tendered under guaranteed delivery procedures), which represent approximately 83.9% of all outstanding Shares (which figure includes approximately 5% of the outstanding shares tendered under guaranteed delivery procedures). Offeror has accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer. Payment for Shares accepted for payment is expected to be made promptly.

On October 24, 2007, Redcats USA announced in a press release that Offeror has commenced a subsequent offering period to acquire all remaining untendered Shares. The subsequent offering period is scheduled to expire at 5:00 p.m., New York City time, on Wednesday, October 31, 2007, unless further extended. During the subsequent offering period, holders of Shares who did not previously tender their Shares into the Offer may do so and will promptly receive the same $13.70 per Share cash consideration, without interest, paid during the initial offering period of the Offer. Offeror will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. Shares tendered during the subsequent offering period may not be withdrawn. Offeror reserves the right to extend the subsequent offering period in accordance with applicable law. The full text of the press release issued by Redcats USA is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.”

Item 12 of the Schedule TO is amended and supplemented by adding the following Exhibit:

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

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