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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 13G
_________________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
United Retail Group, Inc.
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
911-380-103
(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).
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CUSIP NO. 911-380-103 13G Page 2 of 6 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Buckingham Capital Management Incorporated, Federal
I.D. No. 13-3276152
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER: 909,950
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: 909,950
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
909,950
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.95%
12. TYPE OF REPORTING PERSON*: IA
______________________________
* See Instructions before filling out!
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CUSIP NO. 911-380-103 13G Page 3 of 6 Pages
Schedule 13G of Buckingham Capital Management Incorporated with respect to the
common stock (the "Common Stock") of United Retail .Group, Inc. (the
"Company").
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, NY 07662
ITEM 2 (a) NAME OF PERSON FILING:
Buckingham Capital Management Incorporated
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
630 Third Avenue, Sixth Floor, New York, NY 10017
ITEM 2 (c) CITIZENSHIP:
Buckingham Capital Management Incorporated is a Delaware
corporation
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e) CUSIP NUMBER:
911-380-103
ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of
the Securities Exchange Act of 1934 (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 of 1940
(e) (X) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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CUSIP NO. 911-380-103 13G Page 4 of 6 Pages
(f) ( ) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) ( ) A Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. | |
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
909,950
(b) Percentage of Class:
6.95% (based on the 13,089,588 Common Shares reported
to be outstanding in the Company's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1998).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 909,950
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of : 909,950
(iv) shared power to dispose to direct the
disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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.
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CUSIP NO. 911-380-103 13G Page 5 of 6 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
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CUSIP NO. 911-380-103 13G Page 6 of 6 Pages
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: February 10, 1999
BUCKINGHAM CAPITAL MANAGEMENT, INC.
By: /s/David B. Keiden
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David B. Keiden, President
