As filed with the Securities and Exchange Commission on August 24, 2000
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 NS GROUP, INC.
             (Exact name of registrant as specified in its charter)

       Kentucky                                         61-0985936
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                Ninth and Lowell Streets, Newport, Kentucky 41072
               (Address of Principal Executive Offices) (Zip Code)

                                 NS GROUP, INC.
                  2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of plan)

         Thomas J. Depenbrock, Vice President, Treasurer, Secretary, and
                     Chief Financial Officer, NS Group, Inc.
                Ninth and Lowell Streets, Newport, Kentucky 41072
                                 (606) 292-6809
 (Name, address and Telephone Number, including Area Code, of Agent for Service)

                        Copies of all correspondence to:
                               William F. Seabaugh
                                 Bryan Cave LLP
                             One Metropolitan Square
                           211 N. Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                          <C>                   <C>                      <C>                     <C>
----------------------------- --------------------- ------------------------ ----------------------- -----------------
 Title of Securities to be        Amount to be         Proposed Maximum         Proposed Maximum        Amount of
      Registered(1)                Registered         Offering Price Per       Aggregate Offering    Registration Fee
                                                           Share(3)                  Price
----------------------------- --------------------- ------------------------ ----------------------- -----------------
----------------------------- --------------------- ------------------------ ----------------------- -----------------
 Common Stock and Preferred    150,000 shares(2)            $18.094                $2,714,100             $792.00
   Stock Purchase Rights
----------------------------- --------------------- ------------------------ ----------------------- -----------------

</TABLE>

(1) Preferred Stock Purchase  Rights are  attached to  and trade with the Common
    Stock,  no  par  value,  of  the  Registrant  (the  "Common  Stock").  Value
    attributable to  such Preferred Stock  Purchase Rights, if any, is reflected
    in the market price of the Common Stock.
(2) The registration  statement also  includes such  additional shares of Common
    Stock as may be issued pursuant to anti-dilution provisions.
(3) Estimated  solely  for   the  purpose  of  calculating  the  amount  of  the
    registration  fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
    of  1933, as amended, on the basis of the average of the high and low prices
    for shares of  Common  Stock  reported on  the New York Stock Exchange as of
    July 21, 2000.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by NS Group,  Inc. (the "Company") with
the Securities and Exchange  Commission are  incorporated  in this  registration
statement by reference:

         (a)      The  Company's Annual Report on Form 10-K, as amended, for the
                  fiscal year ended September 25, 1999;

         (b)      The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
                  quarters ended January 1, 2000, as amended, and April 1, 2000;

         (c)      The  Company's Current  Reports on  Form 8-K dated February 3,
                  2000, March 14, 2000 and April 24, 2000;

         (d)      The  description  of the capital stock of the Company which is
                  contained in the Company's  registration statement on Form 8-A
                  dated  November  17,  1988  (File  No.  001-09838),  and which
                  incorporates  by reference  the  description  contained in the
                  Company's  prospectus dated March 4, 1988 (File No. 33-17952);
                  and

         (e)      The  description  of the Company's  Preferred  Stock  Purchase
                  Rights  contained in the Company's  registration  statement on
                  Form 8-A dated November 5, 1998 (File No. 001-09838).

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), prior to the filing of a post-effective  amendment,  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  remaining unsold, shall be deemed to be incorporated by reference in
this registration  statement and to be a part thereof from the date of filing of
such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the purpose of this  registration  statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.  Description of Securities.

         The  securities  to be offered are  registered  under Section 12 of the
Exchange Act.


                                       2
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company's Amended and Restated Articles of Incorporation eliminates
the  personal  liability of  directors  to the Company or its  shareholders  for
monetary  damages  for  breach  of  duties  as a  director,  except  for (i) any
transaction in which the director's  personal  financial interest conflicts with
the  financial  interest  of the  Company  or its  shareholders,  (ii)  acts  or
omissions  not in good  faith or which  involve  intentional  misconduct  or the
director  knows  to be  violative  of law,  (iii)  acts  which  violate  Section
271B.8-330 of the Kentucky  Business  Corporation  Act, or (iv) any transactions
from which the director derived an improper personal benefit.

         The  Company's  Amended  and  Restated  By-Laws  provide  that it shall
indemnify  each person who is or was a director or officer to the fullest extent
permitted by, and in accordance  with the provisions  of, the Kentucky  Business
Corporation Act. The Company may, under certain circumstances,  advance expenses
to such  director or officer,  with or without  security,  and may  purchase and
maintain insurance on behalf of its directors and officers.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:


                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:


                           (i)  To  include  any  prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;


                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was


                                       3
<PAGE>

                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;


                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;


         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  registrant  pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.


                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.


                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.


         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       4
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Newport,  Commonwealth of Kentucky on the 20th day of
July, 2000.

                                         NS Group, Inc.

                                         By:  /s/ Thomas J. Depenbrock
                                            ------------------------------------
                                            Thomas J. Depenbrock
                                            Vice President, Treasurer, Secretary
                                            and Chief Financial Officer


                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints each of Clifford R. Borland, Rene J. Robichaud and Thomas J. Depenbrock
his  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  and  supplements to this  registration  statement,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange  Commission,  and hereby grants to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and  agents,  or any of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on the date indicated.

      Signatures                  Titles                                 Date

/s/ Clifford R. Borland        Chairman and Director               July 20, 2000
---------------------------
Clifford R. Borland

/s/ Rene J. Robichaud          President, Chief Executive          July 20, 2000
-----------------------------  Officer and Director
Rene J. Robichaud

/s/ Thomas J. Depenbrock       Vice President, Treasurer,          July 20, 2000
---------------------------    Secretary and Chief Financial Officer
Thomas J. Depenbrock



                                       5
<PAGE>

/s/ Patrick J. B. Donnelly     Director                            July 20, 2000
---------------------------
Patrick J. B. Donnelly

/s/ Paul C. Borland, Jr.       Director                            July 20, 2000
---------------------------
Paul C. Borland, Jr.

/s/ David A. B. Brown          Director                            July 20, 2000
---------------------------
David A. B. Brown

/s/ George Helland, Jr.        Director                            July 20, 2000
---------------------------
George Helland, Jr.

/s/ Gary L. Kott               Director                            July 20, 2000
------------------
Gary L. Kott



                                       6
<PAGE>


                                INDEX TO EXHIBITS

    Number       Description
      4.1        Amended  and  Restated  Articles of  Incorporation,  authorized
                 August 24, 1989,  incorporated  by reference  herein to Exhibit
                 3.1 to the  Registrant's  Amendment No. 1 to its Form S-1 filed
                 on January 17, 1995 (File No. 33-56637).
      4.2        Amended  and  Restated  By-Laws,  dated as of November 4, 1999,
                 incorporated  by  reference   herein  to  Exhibit  3.2  to  the
                 Registrant's  Quarterly  Report  on Form  10-Q for the  quarter
                 ended January 1, 2000, (File No. 001-09838).
      4.3        Rights  Agreement,  dated as of November  17, 1998  between the
                 Company and  Registrar and Transfer  Company,  as rights agent,
                 incorporated   by   reference   herein  to  Exhibit  1  to  the
                 Registrant's  Registration Statement on Form 8-A dated November
                 5, 1998 (File No. 001-09838).
      4.4        Registration  Rights  Agreement,  dated October 6, 1993,  among
                 Kentucky  Electric Steel,  Inc., the Company,  and NSub I, Inc.
                 (formerly  Kentucky Electric Steel  Corporation),  incorporated
                 herein by reference to Exhibit 10(i) to the  Registrant's  Form
                 10-K for the fiscal  year ended  September  25,  1993 (File No.
                 1-9383).
      4.5        Indenture  (including  form of Senior Secured Note) between the
                 Company  and The  Huntington  National  Bank,  as trustee  (the
                 "Trustee"),  dated July 28,  1995,  incorporated  by  reference
                 herein to Exhibit 4.1 to the  Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.6        Leasehold and Fee Mortgage,  Assignment of Rents and Leases and
                 Security  Agreement,  from  Newport  Steel  Corporation  to the
                 Trustee, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit  4.2 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.7        Mortgage,   Assignment   of  Rents  and  Leases  and   Security
                 Agreement,  from Koppel Steel Corporation to the Trustee, dated
                 July 28, 1995,  incorporated by reference herein to Exhibit 4.3
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarter ended July 1, 1995 (File No. 001-09838).
      4.8        Deed of Trust,  Assignment  of Rents and  Leases  and  Security
                 Agreement,  from Koppel Steel Corporation to the Trustee, dated
                 July 28, 1995,  incorporated by reference herein to Exhibit 4.4
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarter ended July 1, 1995 (File No. 001-09838).
      4.9        Leasehold Mortgage, Assignment of Rents and Leases and Security
                 Agreement,  from Erlanger  Tubular  Corporation to the Trustee,
                 dated  July 28,  1995,  incorporated  by  reference  herein  to
                 Exhibit 4.5 to the  Registrant's  Quarterly Report on Form 10-Q
                 for the quarter ended July 1, 1995 (File No. 001-09838).


                                       7
<PAGE>

      4.10       Junior  Leasehold  and Fee  Mortgage,  Assignment  of Rents and
                 Leases and Security Agreement from Newport Steel Corporation to
                 the  Company,  dated July 28, 1995,  incorporated  by reference
                 herein to Exhibit 4.6 to the  Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.11       Junior  Mortgage,  Assignment  of Rents and Leases and Security
                 Agreement from Koppel Steel  Corporation to the Company,  dated
                 July 28, 1995,  incorporated by reference herein to Exhibit 4.7
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarter ended July 1, 1995 (File No. 001-09838).
      4.12       Junior  Deed of  Trust,  Assignment  of Rents  and  Leases  and
                 Security   Agreement  from  Koppel  Steel  Corporation  to  the
                 Company, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit  4.8 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.13       Junior Leasehold  Mortgage,  Assignment of Rents and Leases and
                 Security  Agreement  from Erlanger  Tubular  Corporation to the
                 Company, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit  4.9 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.14       Subsidiary Security Agreement between Newport Steel Corporation
                 and the Trustee dated July 28, 1995,  incorporated by reference
                 herein to Exhibit 4.10 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.15       Subsidiary  Security Agreement between Koppel Steel Corporation
                 and the Trustee, dated July 28, 1995, incorporated by reference
                 herein to Exhibit 4.11 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.16       Subsidiary   Security   Agreement   between   Erlanger  Tubular
                 Corporation and the Trustee, dated July 28, 1995,  incorporated
                 by  reference  herein  to  Exhibit  4.12  to  the  Registrant's
                 Quarterly  Report on Form 10-Q for the  quarter  ended  July 1,
                 1995 (File No. 001-09838).
      4.17       ICN Security  Agreement  between Newport Steel  Corporation and
                 the  Company,  dated July 28, 1995,  incorporated  by reference
                 herein to Exhibit 4.13 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.18       ICN Security Agreement between Koppel Steel Corporation and the
                 Company, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit 4.14 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).


                                       8
<PAGE>

      4.19       ICN Security Agreement between Erlanger Tubular Corporation and
                 the  Company,  dated July 28, 1995,  incorporated  by reference
                 herein to Exhibit 4.15 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.20       Pledge and  Security  Agreement  between  the  Company  and the
                 Trustee, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit 4.16 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.21       Subsidiary  Guarantee,  dated July 28,  1995,  incorporated  by
                 reference herein to Exhibit 4.17 to the Registrant's  Quarterly
                 Report on Form 10-Q for the  quarter  ended  July 1, 1995 (File
                 No.
                 001-09838).
      4.22       Warrant  Agreement  between  the  Company  and  The  Huntington
                 National  Bank,  as  warrant   agent,   dated  July  28,  1995,
                 incorporated  by  reference  herein  to  Exhibit  4.22  to  the
                 Registrant's  Quarterly  Report  on Form  10-Q for the  quarter
                 ended July 1, 1995 (File No. 001-09838).
      4.23       Credit  Agreement  between  the  Company  and  Bank of  America
                 National  Trust and Savings  Association,  dated July 31, 1998,
                 incorporated  by  reference  herein  to  Exhibit  4.20  to  the
                 Registrant's  Annual  Report  on Form  10-K for the year  ended
                 September  26, 1998 (File No.  001-09838);  and Amendment No. 1
                 dated March 25, 1999,  incorporated by reference herein Exhibit
                 4.20 to the registrant's  Quarterly Report on Form 10-Q for the
                 quarter ended March 27, 1999 (File No. 001-09838).
       5.1       Opinion of Counsel
       23.1      Consent of Independent Public Accountants
       23.2      Consent of Counsel (included in Exhibit 5.1)
       24        Power of Attorney (contained on Signature Page)

                                       9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25329}]
{"company-data": {"conformed-name": "NS GROUP INC", "cik": "0000745026", "assigned-sic": "3312", "irs-number": "610985936", "state-of-incorporation": "KY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42058", "film-number": "677366"}, "business-address": {"street1": "530 WEST NINTH ST", "city": "NEWPORT", "state": "KY", "zip": "41071", "phone": "6062926809"}, "mail-address": {"street1": "PO BOX 1670", "city": "NEWPORT", "state": "KY", "zip": "41072"}, "former-company": {"former-conformed-name": "NEWPORT STEEL CORP/KY", "date-changed": "19870514"}}
As filed with the Securities and Exchange Commission on August 24, 2000
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 NS GROUP, INC.
             (Exact name of registrant as specified in its charter)

       Kentucky                                         61-0985936
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                Ninth and Lowell Streets, Newport, Kentucky 41072
               (Address of Principal Executive Offices) (Zip Code)

                                 NS GROUP, INC.
                  2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of plan)

         Thomas J. Depenbrock, Vice President, Treasurer, Secretary, and
                     Chief Financial Officer, NS Group, Inc.
                Ninth and Lowell Streets, Newport, Kentucky 41072
                                 (606) 292-6809
 (Name, address and Telephone Number, including Area Code, of Agent for Service)

                        Copies of all correspondence to:
                               William F. Seabaugh
                                 Bryan Cave LLP
                             One Metropolitan Square
                           211 N. Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000
CALCULATION OF REGISTRATION FEE
----------------------------- --------------------- ------------------------ ----------------------- -----------------
 Title of Securities to be        Amount to be         Proposed Maximum         Proposed Maximum        Amount of
      Registered(1)                Registered         Offering Price Per       Aggregate Offering    Registration Fee
                                                           Share(3)                  Price
----------------------------- --------------------- ------------------------ ----------------------- -----------------
----------------------------- --------------------- ------------------------ ----------------------- -----------------
 Common Stock and Preferred    150,000 shares(2)            $18.094                $2,714,100             $792.00
   Stock Purchase Rights
----------------------------- --------------------- ------------------------ ----------------------- -----------------
(1) Preferred Stock Purchase  Rights are  attached to  and trade with the Common
    Stock,  no  par  value,  of  the  Registrant  (the  "Common  Stock").  Value
    attributable to  such Preferred Stock  Purchase Rights, if any, is reflected
    in the market price of the Common Stock.
(2) The registration  statement also  includes such  additional shares of Common
    Stock as may be issued pursuant to anti-dilution provisions.
(3) Estimated  solely  for   the  purpose  of  calculating  the  amount  of  the
    registration  fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
    of  1933, as amended, on the basis of the average of the high and low prices
    for shares of  Common  Stock  reported on  the New York Stock Exchange as of
    July 21, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by NS Group,  Inc. (the "Company") with
the Securities and Exchange  Commission are  incorporated  in this  registration
statement by reference:

         (a)      The  Company's Annual Report on Form 10-K, as amended, for the
                  fiscal year ended September 25, 1999;

         (b)      The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
                  quarters ended January 1, 2000, as amended, and April 1, 2000;

         (c)      The  Company's Current  Reports on  Form 8-K dated February 3,
                  2000, March 14, 2000 and April 24, 2000;

         (d)      The  description  of the capital stock of the Company which is
                  contained in the Company's  registration statement on Form 8-A
                  dated  November  17,  1988  (File  No.  001-09838),  and which
                  incorporates  by reference  the  description  contained in the
                  Company's  prospectus dated March 4, 1988 (File No. 33-17952);
                  and

         (e)      The  description  of the Company's  Preferred  Stock  Purchase
                  Rights  contained in the Company's  registration  statement on
                  Form 8-A dated November 5, 1998 (File No. 001-09838).

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), prior to the filing of a post-effective  amendment,  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  remaining unsold, shall be deemed to be incorporated by reference in
this registration  statement and to be a part thereof from the date of filing of
such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for the purpose of this  registration  statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

Item 4.  Description of Securities.

         The  securities  to be offered are  registered  under Section 12 of the
Exchange Act.

                                       2
Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company's Amended and Restated Articles of Incorporation eliminates
the  personal  liability of  directors  to the Company or its  shareholders  for
monetary  damages  for  breach  of  duties  as a  director,  except  for (i) any
transaction in which the director's  personal  financial interest conflicts with
the  financial  interest  of the  Company  or its  shareholders,  (ii)  acts  or
omissions  not in good  faith or which  involve  intentional  misconduct  or the
director  knows  to be  violative  of law,  (iii)  acts  which  violate  Section
271B.8-330 of the Kentucky  Business  Corporation  Act, or (iv) any transactions
from which the director derived an improper personal benefit.

         The  Company's  Amended  and  Restated  By-Laws  provide  that it shall
indemnify  each person who is or was a director or officer to the fullest extent
permitted by, and in accordance  with the provisions  of, the Kentucky  Business
Corporation Act. The Company may, under certain circumstances,  advance expenses
to such  director or officer,  with or without  security,  and may  purchase and
maintain insurance on behalf of its directors and officers.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)  To  include  any  prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  registration
                  statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was

                                       3
registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  registrant  pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Newport,  Commonwealth of Kentucky on the 20th day of
July, 2000.

                                         NS Group, Inc.

                                         By:  /s/ Thomas J. Depenbrock
                                            ------------------------------------
                                            Thomas J. Depenbrock
                                            Vice President, Treasurer, Secretary
                                            and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints each of Clifford R. Borland, Rene J. Robichaud and Thomas J. Depenbrock
his  true  and  lawful   attorneys-in-fact   and  agents,  with  full  power  of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  and  supplements to this  registration  statement,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the Securities and Exchange  Commission,  and hereby grants to each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and  agents,  or any of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on the date indicated.

      Signatures                  Titles                                 Date

/s/ Clifford R. Borland        Chairman and Director               July 20, 2000
---------------------------
Clifford R. Borland

/s/ Rene J. Robichaud          President, Chief Executive          July 20, 2000
-----------------------------  Officer and Director
Rene J. Robichaud

/s/ Thomas J. Depenbrock       Vice President, Treasurer,          July 20, 2000
---------------------------    Secretary and Chief Financial Officer
Thomas J. Depenbrock

                                       5
/s/ Patrick J. B. Donnelly     Director                            July 20, 2000
---------------------------
Patrick J. B. Donnelly

/s/ Paul C. Borland, Jr.       Director                            July 20, 2000
---------------------------
Paul C. Borland, Jr.

/s/ David A. B. Brown          Director                            July 20, 2000
---------------------------
David A. B. Brown

/s/ George Helland, Jr.        Director                            July 20, 2000
---------------------------
George Helland, Jr.

/s/ Gary L. Kott               Director                            July 20, 2000
------------------
Gary L. Kott

                                       6
INDEX TO EXHIBITS

    Number       Description
      4.1        Amended  and  Restated  Articles of  Incorporation,  authorized
                 August 24, 1989,  incorporated  by reference  herein to Exhibit
                 3.1 to the  Registrant's  Amendment No. 1 to its Form S-1 filed
                 on January 17, 1995 (File No. 33-56637).
      4.2        Amended  and  Restated  By-Laws,  dated as of November 4, 1999,
                 incorporated  by  reference   herein  to  Exhibit  3.2  to  the
                 Registrant's  Quarterly  Report  on Form  10-Q for the  quarter
                 ended January 1, 2000, (File No. 001-09838).
      4.3        Rights  Agreement,  dated as of November  17, 1998  between the
                 Company and  Registrar and Transfer  Company,  as rights agent,
                 incorporated   by   reference   herein  to  Exhibit  1  to  the
                 Registrant's  Registration Statement on Form 8-A dated November
                 5, 1998 (File No. 001-09838).
      4.4        Registration  Rights  Agreement,  dated October 6, 1993,  among
                 Kentucky  Electric Steel,  Inc., the Company,  and NSub I, Inc.
                 (formerly  Kentucky Electric Steel  Corporation),  incorporated
                 herein by reference to Exhibit 10(i) to the  Registrant's  Form
                 10-K for the fiscal  year ended  September  25,  1993 (File No.
                 1-9383).
      4.5        Indenture  (including  form of Senior Secured Note) between the
                 Company  and The  Huntington  National  Bank,  as trustee  (the
                 "Trustee"),  dated July 28,  1995,  incorporated  by  reference
                 herein to Exhibit 4.1 to the  Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.6        Leasehold and Fee Mortgage,  Assignment of Rents and Leases and
                 Security  Agreement,  from  Newport  Steel  Corporation  to the
                 Trustee, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit  4.2 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.7        Mortgage,   Assignment   of  Rents  and  Leases  and   Security
                 Agreement,  from Koppel Steel Corporation to the Trustee, dated
                 July 28, 1995,  incorporated by reference herein to Exhibit 4.3
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarter ended July 1, 1995 (File No. 001-09838).
      4.8        Deed of Trust,  Assignment  of Rents and  Leases  and  Security
                 Agreement,  from Koppel Steel Corporation to the Trustee, dated
                 July 28, 1995,  incorporated by reference herein to Exhibit 4.4
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarter ended July 1, 1995 (File No. 001-09838).
      4.9        Leasehold Mortgage, Assignment of Rents and Leases and Security
                 Agreement,  from Erlanger  Tubular  Corporation to the Trustee,
                 dated  July 28,  1995,  incorporated  by  reference  herein  to
                 Exhibit 4.5 to the  Registrant's  Quarterly Report on Form 10-Q
                 for the quarter ended July 1, 1995 (File No. 001-09838).

                                       7
4.10       Junior  Leasehold  and Fee  Mortgage,  Assignment  of Rents and
                 Leases and Security Agreement from Newport Steel Corporation to
                 the  Company,  dated July 28, 1995,  incorporated  by reference
                 herein to Exhibit 4.6 to the  Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.11       Junior  Mortgage,  Assignment  of Rents and Leases and Security
                 Agreement from Koppel Steel  Corporation to the Company,  dated
                 July 28, 1995,  incorporated by reference herein to Exhibit 4.7
                 to the  Registrant's  Quarterly  Report  on Form  10-Q  for the
                 quarter ended July 1, 1995 (File No. 001-09838).
      4.12       Junior  Deed of  Trust,  Assignment  of Rents  and  Leases  and
                 Security   Agreement  from  Koppel  Steel  Corporation  to  the
                 Company, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit  4.8 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.13       Junior Leasehold  Mortgage,  Assignment of Rents and Leases and
                 Security  Agreement  from Erlanger  Tubular  Corporation to the
                 Company, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit  4.9 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.14       Subsidiary Security Agreement between Newport Steel Corporation
                 and the Trustee dated July 28, 1995,  incorporated by reference
                 herein to Exhibit 4.10 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.15       Subsidiary  Security Agreement between Koppel Steel Corporation
                 and the Trustee, dated July 28, 1995, incorporated by reference
                 herein to Exhibit 4.11 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.16       Subsidiary   Security   Agreement   between   Erlanger  Tubular
                 Corporation and the Trustee, dated July 28, 1995,  incorporated
                 by  reference  herein  to  Exhibit  4.12  to  the  Registrant's
                 Quarterly  Report on Form 10-Q for the  quarter  ended  July 1,
                 1995 (File No. 001-09838).
      4.17       ICN Security  Agreement  between Newport Steel  Corporation and
                 the  Company,  dated July 28, 1995,  incorporated  by reference
                 herein to Exhibit 4.13 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.18       ICN Security Agreement between Koppel Steel Corporation and the
                 Company, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit 4.14 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).

                                       8
4.19       ICN Security Agreement between Erlanger Tubular Corporation and
                 the  Company,  dated July 28, 1995,  incorporated  by reference
                 herein to Exhibit 4.15 to the Registrant's  Quarterly Report on
                 Form  10-Q  for the  quarter  ended  July  1,  1995  (File  No.
                 001-09838).
      4.20       Pledge and  Security  Agreement  between  the  Company  and the
                 Trustee, dated July 28, 1995,  incorporated by reference herein
                 to Exhibit 4.16 to the  Registrant's  Quarterly  Report on Form
                 10-Q for the quarter ended July 1, 1995 (File No. 001-09838).
      4.21       Subsidiary  Guarantee,  dated July 28,  1995,  incorporated  by
                 reference herein to Exhibit 4.17 to the Registrant's  Quarterly
                 Report on Form 10-Q for the  quarter  ended  July 1, 1995 (File
                 No.
                 001-09838).
      4.22       Warrant  Agreement  between  the  Company  and  The  Huntington
                 National  Bank,  as  warrant   agent,   dated  July  28,  1995,
                 incorporated  by  reference  herein  to  Exhibit  4.22  to  the
                 Registrant's  Quarterly  Report  on Form  10-Q for the  quarter
                 ended July 1, 1995 (File No. 001-09838).
      4.23       Credit  Agreement  between  the  Company  and  Bank of  America
                 National  Trust and Savings  Association,  dated July 31, 1998,
                 incorporated  by  reference  herein  to  Exhibit  4.20  to  the
                 Registrant's  Annual  Report  on Form  10-K for the year  ended
                 September  26, 1998 (File No.  001-09838);  and Amendment No. 1
                 dated March 25, 1999,  incorporated by reference herein Exhibit
                 4.20 to the registrant's  Quarterly Report on Form 10-Q for the
                 quarter ended March 27, 1999 (File No. 001-09838).
       5.1       Opinion of Counsel
       23.1      Consent of Independent Public Accountants
       23.2      Consent of Counsel (included in Exhibit 5.1)
       24        Power of Attorney (contained on Signature Page)

                                       9