UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT of 1934
(AMENDMENT NO. 3 )*
United Retail Group, Inc.
(NAME OF ISSUER)
Common Stock, $.001 par value per share
(TITLE OF CLASS OF SECURITIES)
911380103
(CUSIP NUMBER)
December 31, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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)
<PAGE>
CUSIP NO. 911380103 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockefeller & Co., Inc.
I.R.S. Identification No.: 13-3006584
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF Not applicable.
SHARES 6 SHARED VOTING POWER
Not applicable.
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY Not applicable
EACH REPORTING 8 SHARED DISPOSITIVE POWER
Not applicable.
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not applicable.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not applicable.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Not applicable.
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
United Retail Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
365 West Passaic Street
Rochelle Park, NJ 07662
Item 2(a). Name of Person Filing:
Rockefeller & Co., Inc.
Item 2(b). Address of Principal Business Office:
30 Rockefeller Plaza, New York, New York 10112
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value per share
Item 2(e). CUSIP Number:
911380103
Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or
13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of
the Act,
(b) Bank as defined in Section 3(a)(6) of the Act,
(c) Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) Investment Company registered under Section 8 of the Investment
Company Act,
(e)X Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
<PAGE>
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G),
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
<PAGE>
Item 10. Certification.
Inasmuch as the reporting person is no longer the beneficial owner of more than
5 percent of the number of shares outstanding of the issuer of the securities
referenced herein, the reporting person has no further reporting obligation
under Section 13(d) of the Securities Act with respect to such issuer.
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.
February 12, 1999
(Date)
(Signature) /s/ David A. Strawbridge
David A. Strawbridge, Vice President
(Name/Title)
