As filed with the Securities and Exchange Commission on August 26, 1999

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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.
              1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of plan)

           John R. Parker Vice President and Treasurer, NS Group, Inc.
                Ninth and Lowell Streets, Newport, Kentucky 41072
                     (Name and address of agent for service)

                                 (606) 292-6809
          (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


<PAGE>

<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE
<S>                      <C>                    <C>                    <C>                     <C>

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
                                                  Proposed Maximum        Proposed Maximum
                                                 Offering Price Per      Aggregate Offering
Title of Securities to       Amount to be               Share                  Price                 Amount of
     be Registered            Registered                                                         Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, No Par       1,000,000 (2)(3)          $12.375(4)            $12,375,000(4)            $3,440.25
Value, including                Shares
Preferred Stock
Purchase Rights (1)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------

</TABLE>


(1)      Each  share of  Common  Stock  issued  also  currently  represents  one
         Preferred Stock Purchase Right.  Preferred Stock Purchase Rights cannot
         currently  trade  separately  from the  underlying  Common  Stock,  and
         therefor do not carry a separate  price or  necessitate  an  additional
         registration fee.

(2)      Plus such additional shares of Common Stock and Rights as may be issued
         pursuant to anti-dilution provisions.

(3)      750,000  shares have been  previously  registered  relating to the 1995
         Stock Option and Stock  Appreciation  Rights Plan, as amended,  under a
         Registration Statement on Form S-8 (Reg. No. 333-03657)

(4)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration fee, pursuant to Rules 457(c) 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 August 20, 1999.

                    STATEMENT UNDER GENERAL INSTRUCTION E --
                      REGISTRATION OF ADDITIONAL SECURITIES

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is filed  solely to register  an  additional  1,000,000  shares of NS
Group,  Inc. common stock,  no par value,  reserved for issuance under NS Group,
Inc.'s  1995 Stock  Option  and Stock  Appreciation  Rights  Plan.  Pursuant  to
Instruction E, the contents of NS Group, Inc.'s  Registration  Statement on Form
S-8, File No. 333-03657,  including without limitation  periodic reports that NS
Group,  Inc.  filed,  or will  file,  after  such Form S-8 to  maintain  current
information about NS Group, Inc., are hereby incorporated by reference into this
Registration Statement.

<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 the  registration
statement by reference:

         (a)      The Company's Annual Report on  Form 10-K for  the fiscal year
                  ended September 26, 1998;

         (b)      The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
                  quarters ended December 26, 1998,  March 27, 1999 and June 26,
                  1999;

         (c)      The Company's Current  Reports on Form 8-K dated June 21, 1999
                  and July 15, 1999;

         (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 Preferred  Stock Purchase rights which
                  is 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 8.  Exhibits

         See Index to Exhibits.

<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 25th day of
August, 1999.

                                 NS Group, Inc.


                                 By:      /s/ John R. Parker
                                    --------------------------------------------
                                    John R. Parker
                                    Vice President and Chief Financial Officer

<PAGE>

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Clifford R.  Borland,  Ronald R. Noel and John R. Parker,  and each of
them 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  such
attorneys-in-fact  and agents,  and each of them, 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, Chief Executive        August 25, 1999
--------------------------      Officer and Director
Clifford R. Borland

/s/ Rene J. Robichaud           President, Chief Operating       August 25, 1999
--------------------------      Officer and Director
Rene J. Robichaud

/s/ John R. Parker              Vice President and Treasurer     August 25, 1999
--------------------------      and Principal Financial
John R. Parker                  Officer

/s/ Ronald R. Noel              Vice President, Director         August 25, 1999
--------------------------
Ronald R. Noel

/s/ Thomas J. Depenbrock        Vice President, Corporate        August 25, 1999
--------------------------      Controller, and Principal
Thomas J. Depenbrock            Accounting Officer

/s/ John B. Lally               Director                         August 25, 1999
--------------------------
John B. Lally

/s/ Patrick J. B. Donnelly      Director                         August 25, 1999
--------------------------
Patrick J. B. Donnelly

/s/ R. Glen Mayfield            Director                         August 25, 1999
---------------------------
R. Glen Mayfield

/s/ Paul C. Borland, Jr.        Director                         August 25, 1999
---------------------------
Paul C. Borland, Jr.

<PAGE>

                                INDEX TO EXHIBITS

Number                  Description
 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)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 11125}]
{"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": "333-85925", "film-number": "99699888"}, "business-address": {"street1": "NINTH & LOWELL STS", "city": "NEWPORT", "state": "KY", "zip": "41072", "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 26, 1999

                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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.
              1995 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of plan)

           John R. Parker Vice President and Treasurer, NS Group, Inc.
                Ninth and Lowell Streets, Newport, Kentucky 41072
                     (Name and address of agent for service)

                                 (606) 292-6809
          (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
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
                                                  Proposed Maximum        Proposed Maximum
                                                 Offering Price Per      Aggregate Offering
Title of Securities to       Amount to be               Share                  Price                 Amount of
     be Registered            Registered                                                         Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, No Par       1,000,000 (2)(3)          $12.375(4)            $12,375,000(4)            $3,440.25
Value, including                Shares
Preferred Stock
Purchase Rights (1)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
(1)      Each  share of  Common  Stock  issued  also  currently  represents  one
         Preferred Stock Purchase Right.  Preferred Stock Purchase Rights cannot
         currently  trade  separately  from the  underlying  Common  Stock,  and
         therefor do not carry a separate  price or  necessitate  an  additional
         registration fee.

(2)      Plus such additional shares of Common Stock and Rights as may be issued
         pursuant to anti-dilution provisions.

(3)      750,000  shares have been  previously  registered  relating to the 1995
         Stock Option and Stock  Appreciation  Rights Plan, as amended,  under a
         Registration Statement on Form S-8 (Reg. No. 333-03657)

(4)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration fee, pursuant to Rules 457(c) 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 August 20, 1999.

                    STATEMENT UNDER GENERAL INSTRUCTION E --
                      REGISTRATION OF ADDITIONAL SECURITIES

         Pursuant  to  General  Instruction  E of Form  S-8,  this  Registration
Statement  is filed  solely to register  an  additional  1,000,000  shares of NS
Group,  Inc. common stock,  no par value,  reserved for issuance under NS Group,
Inc.'s  1995 Stock  Option  and Stock  Appreciation  Rights  Plan.  Pursuant  to
Instruction E, the contents of NS Group, Inc.'s  Registration  Statement on Form
S-8, File No. 333-03657,  including without limitation  periodic reports that NS
Group,  Inc.  filed,  or will  file,  after  such Form S-8 to  maintain  current
information about NS Group, Inc., are hereby incorporated by reference into this
Registration Statement.
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 the  registration
statement by reference:

         (a)      The Company's Annual Report on  Form 10-K for  the fiscal year
                  ended September 26, 1998;

         (b)      The  Company's  Quarterly  Reports on Form 10-Q for the fiscal
                  quarters ended December 26, 1998,  March 27, 1999 and June 26,
                  1999;

         (c)      The Company's Current  Reports on Form 8-K dated June 21, 1999
                  and July 15, 1999;

         (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 Preferred  Stock Purchase rights which
                  is 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 8.  Exhibits

         See Index to Exhibits.
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 25th day of
August, 1999.

                                 NS Group, Inc.

                                 By:      /s/ John R. Parker
                                    --------------------------------------------
                                    John R. Parker
                                    Vice President and Chief Financial Officer
POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Clifford R.  Borland,  Ronald R. Noel and John R. Parker,  and each of
them 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  such
attorneys-in-fact  and agents,  and each of them, 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, Chief Executive        August 25, 1999
--------------------------      Officer and Director
Clifford R. Borland

/s/ Rene J. Robichaud           President, Chief Operating       August 25, 1999
--------------------------      Officer and Director
Rene J. Robichaud

/s/ John R. Parker              Vice President and Treasurer     August 25, 1999
--------------------------      and Principal Financial
John R. Parker                  Officer

/s/ Ronald R. Noel              Vice President, Director         August 25, 1999
--------------------------
Ronald R. Noel

/s/ Thomas J. Depenbrock        Vice President, Corporate        August 25, 1999
--------------------------      Controller, and Principal
Thomas J. Depenbrock            Accounting Officer

/s/ John B. Lally               Director                         August 25, 1999
--------------------------
John B. Lally

/s/ Patrick J. B. Donnelly      Director                         August 25, 1999
--------------------------
Patrick J. B. Donnelly

/s/ R. Glen Mayfield            Director                         August 25, 1999
---------------------------
R. Glen Mayfield

/s/ Paul C. Borland, Jr.        Director                         August 25, 1999
---------------------------
Paul C. Borland, Jr.
INDEX TO EXHIBITS

Number                  Description
 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)