As filed with the Securities and Exchange Commission on May 14, 1996

                          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     Proposed
Title of            Maximum      Maximum
Securities          Amount       Offering       Aggregate      Amount of
 to be              to be        Price          Offering       Registration
Registered          Registered   Per Share      Price          Fee         


Common Stock,       750,000 (2)  $2.875 (3)    $2,156,250 (3)   $743.53
No Par Value,         Shares
including 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)   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 
     May 10, 1996.


                         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 30, 1995.

     (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended December 30, 1995 and March 30, 1996.

     (c)  The Company's Current Reports on Form 8-K dated October 24, 1995,
          November 10, 1995 and December 4, 1995;

     (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, 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 17, 1988.

     All documents subsequently filed by the Company pursuant to Sections 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 extend 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.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 271B.8-500 to 271B.8-589 of the Kentucky Business Corporation Act
provides that, subject to restrictions contained in the statute, a corporation 
may indemnify any person made or threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding by reason of the 
fact that he is or was a director, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or 
employee benefit plan. 

A person, who has been successful on the merits or otherwise in any suit or 
matter covered by the indemnification statute, shall be indemnified against 
expenses (including attorneys' fees) reasonably incurred by him in connection 
therewith.  Indemnification is authorized upon a determination that the person 
to be indemnified has met the applicable standard of conduct required.  Such 
determination shall be made by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding; or if such a quorum cannot be obtained, by a majority vote of
a committee of the board, duly designated to so act by a majority of the full 
board, consisting solely of two or more directors who are not parties to the 
action; or by special legal counsel selected by the board or a committee 
thereof; or by the shareholders who are not parties to such action, suit or 
proceeding.  Expenses incurred in defense may be paid in advance upon receipt
by the corporation of a written affirmation by the director of his good 
faith belief that he has met the applicable standard of conduct required, a
written undertaking by or on behalf of the director to repay such advance if 
it is ultimately determined that he did not meet the standard of conduct, and
a determination that the facts then known to those making the determination
would not preclude indemnification under the statute.  The indemnification
provided by statute shall not be deemed exclusive of any other rights to 
which those seeking indemnification may be entitled under any bylaw, 
agreement, vote of shareholders or disinterested directors, or
otherwise, which shall inure to the benefit of the heirs, executors and
administrators of such a person.  Insurance may be purchased on behalf of 
any person entitled to indemnification by the corporation against any 
liability incurred in an official capacity regardless of whether the person 
could be indemnified under the statute.  References to the corporation 
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation and anyone seeking 
indemnification by virtue of acting in some capacity with a constituent 
corporation would stand in the same position as if he had served the
resulting or surviving corporation in the same capacity.

     The By-Laws of the Company provide for indemnification of directors and
officers of the Company to the maximum extent permitted by the Kentucky Business
Corporation Act.

     The directors and officers of the Company are insured under a policy of 
directors' and officers' liability insurance.

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, represents 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 
          registered) and any deviation from the low or high and 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 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 registration statement is on Form S-3, Form S-8, or Form F-3 and 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 15(d) of the 
     Securities Exchange Act of 1934 that are incorporated by reference in 
     the registration statement.

          (2)   That, for the purposes 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 any
     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 bone 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, therefor,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registration 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 of 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.


                         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 14th day of 
May, 1996.

                              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 

                      Chairman, Chief Executive          May 14, 1996
/s/Clifford R. Borland      Officer and Director               

                      President, Chief Operating         May 14, 1996
/s/Paul C. Borland, Jr.          Officer and Director

                          Vice President and Treasurer, May 14, 1996
/s/John R. Parker      Principal Financial and
                    Accounting Officer

                          Vice President, Director      May 14, 1996
/s/Ronald R. Noel

                          Vice President and Corporate  May 14, 1996
/s/Thomas J. Depenbrock     Controller

                             Director                 May 14, 1996
/s/John B. Lally

                             Director                 May 14, 1996
/s/Patrick J.B. Donnelly

                             Director                 May 14, 1996
/s/R. Glen Mayfield


                        INDEX TO EXHIBITS

Number                   Description


4.1       Amended and Restated Articles of Incorporation of Registrant, filed as
          Exhibit 3.1 to Amendment No. 1 to Registrant's Form S-1 dated January
          17, 1995, File No. 33-56637, and incorporated herein by this reference

4.2       Amended and restated By-Laws of Registrant, dated December 4, 1995,
          filed as Exhibit 3.2 to Registrant's Form 10-K for the fiscal year 
          ended September 30, 1995, File No. 1-9838, and incorporated herein
          by this reference

4.3       Indenture (including form of Senior Secured Note) between the Company
          and The Huntington National Bank, as trustee (the "Trustee"), filed as
          Exhibit 4.1 to Registrant's Form 10-Q for the quarterly period ended 
          July 1, 1995, File No. 1-9838, and incorporated herein by this 
          reference

4.4       Revolving Credit, Guaranty and Security Agreement among Bank of New
          York Commercial Corporation, PNC Bank, Ohio, N.A., Newport, Koppel,
          Imperial, the Company, Erlanger, Northern Kentucky Air, Inc. and
          Northern Kentucky Management, Inc., filed as Exhibit 4.21 to Company's
          Form 10-Q for the quarterly period ended July 1, 1995, File
          No. 1-9838, and incorporated herein by this reference; Amendment No. 1
          and Amendment No. 2 to Revolving Credit Guaranty and Security 
          Agreement dated October 23, 1995 and December 21, 1995, 
          respectively, filed as Exhibit 4.21 to Company's Form 10-Q for the 
          quarterly period ended December 30, 1995, File No. 1-9838, and 
          incorporated herein by this reference; and Amendment No. 3 to 
          Revolving Credit, Guaranty and Security Agreement dated February 
          14, 1996, filed as Exhibit 4.1 to Company's Post Effective 
          Amendment No. 1 on Form S-3 to Form S-1 Registration Statement,  
          File No. 33-56637, and incorporated herein by this reference

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", "secsgml_size_bytes": 18420}]
{"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": "333-03657", "film-number": "96562651"}, "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 May 14, 1996

                          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     Proposed
Title of            Maximum      Maximum
Securities          Amount       Offering       Aggregate      Amount of
 to be              to be        Price          Offering       Registration
Registered          Registered   Per Share      Price          Fee         

Common Stock,       750,000 (2)  $2.875 (3)    $2,156,250 (3)   $743.53
No Par Value,         Shares
including 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)   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 
     May 10, 1996.

                         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 30, 1995.

     (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended December 30, 1995 and March 30, 1996.

     (c)  The Company's Current Reports on Form 8-K dated October 24, 1995,
          November 10, 1995 and December 4, 1995;

     (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, 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 17, 1988.

     All documents subsequently filed by the Company pursuant to Sections 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 extend 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.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 271B.8-500 to 271B.8-589 of the Kentucky Business Corporation Act
provides that, subject to restrictions contained in the statute, a corporation 
may indemnify any person made or threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding by reason of the 
fact that he is or was a director, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise or 
employee benefit plan. 

A person, who has been successful on the merits or otherwise in any suit or 
matter covered by the indemnification statute, shall be indemnified against 
expenses (including attorneys' fees) reasonably incurred by him in connection 
therewith.  Indemnification is authorized upon a determination that the person 
to be indemnified has met the applicable standard of conduct required.  Such 
determination shall be made by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such action, suit or
proceeding; or if such a quorum cannot be obtained, by a majority vote of
a committee of the board, duly designated to so act by a majority of the full 
board, consisting solely of two or more directors who are not parties to the 
action; or by special legal counsel selected by the board or a committee 
thereof; or by the shareholders who are not parties to such action, suit or 
proceeding.  Expenses incurred in defense may be paid in advance upon receipt
by the corporation of a written affirmation by the director of his good 
faith belief that he has met the applicable standard of conduct required, a
written undertaking by or on behalf of the director to repay such advance if 
it is ultimately determined that he did not meet the standard of conduct, and
a determination that the facts then known to those making the determination
would not preclude indemnification under the statute.  The indemnification
provided by statute shall not be deemed exclusive of any other rights to 
which those seeking indemnification may be entitled under any bylaw, 
agreement, vote of shareholders or disinterested directors, or
otherwise, which shall inure to the benefit of the heirs, executors and
administrators of such a person.  Insurance may be purchased on behalf of 
any person entitled to indemnification by the corporation against any 
liability incurred in an official capacity regardless of whether the person 
could be indemnified under the statute.  References to the corporation 
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation and anyone seeking 
indemnification by virtue of acting in some capacity with a constituent 
corporation would stand in the same position as if he had served the
resulting or surviving corporation in the same capacity.

     The By-Laws of the Company provide for indemnification of directors and
officers of the Company to the maximum extent permitted by the Kentucky Business
Corporation Act.

     The directors and officers of the Company are insured under a policy of 
directors' and officers' liability insurance.

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, represents 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 
          registered) and any deviation from the low or high and 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 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 registration statement is on Form S-3, Form S-8, or Form F-3 and 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 15(d) of the 
     Securities Exchange Act of 1934 that are incorporated by reference in 
     the registration statement.

          (2)   That, for the purposes 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 any
     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 bone 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, therefor,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registration 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 of 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.

                         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 14th day of 
May, 1996.

                              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 

                      Chairman, Chief Executive          May 14, 1996
/s/Clifford R. Borland      Officer and Director               

                      President, Chief Operating         May 14, 1996
/s/Paul C. Borland, Jr.          Officer and Director

                          Vice President and Treasurer, May 14, 1996
/s/John R. Parker      Principal Financial and
                    Accounting Officer

                          Vice President, Director      May 14, 1996
/s/Ronald R. Noel

                          Vice President and Corporate  May 14, 1996
/s/Thomas J. Depenbrock     Controller

                             Director                 May 14, 1996
/s/John B. Lally

                             Director                 May 14, 1996
/s/Patrick J.B. Donnelly

                             Director                 May 14, 1996
/s/R. Glen Mayfield

                        INDEX TO EXHIBITS

Number                   Description

4.1       Amended and Restated Articles of Incorporation of Registrant, filed as
          Exhibit 3.1 to Amendment No. 1 to Registrant's Form S-1 dated January
          17, 1995, File No. 33-56637, and incorporated herein by this reference

4.2       Amended and restated By-Laws of Registrant, dated December 4, 1995,
          filed as Exhibit 3.2 to Registrant's Form 10-K for the fiscal year 
          ended September 30, 1995, File No. 1-9838, and incorporated herein
          by this reference

4.3       Indenture (including form of Senior Secured Note) between the Company
          and The Huntington National Bank, as trustee (the "Trustee"), filed as
          Exhibit 4.1 to Registrant's Form 10-Q for the quarterly period ended 
          July 1, 1995, File No. 1-9838, and incorporated herein by this 
          reference

4.4       Revolving Credit, Guaranty and Security Agreement among Bank of New
          York Commercial Corporation, PNC Bank, Ohio, N.A., Newport, Koppel,
          Imperial, the Company, Erlanger, Northern Kentucky Air, Inc. and
          Northern Kentucky Management, Inc., filed as Exhibit 4.21 to Company's
          Form 10-Q for the quarterly period ended July 1, 1995, File
          No. 1-9838, and incorporated herein by this reference; Amendment No. 1
          and Amendment No. 2 to Revolving Credit Guaranty and Security 
          Agreement dated October 23, 1995 and December 21, 1995, 
          respectively, filed as Exhibit 4.21 to Company's Form 10-Q for the 
          quarterly period ended December 30, 1995, File No. 1-9838, and 
          incorporated herein by this reference; and Amendment No. 3 to 
          Revolving Credit, Guaranty and Security Agreement dated February 
          14, 1996, filed as Exhibit 4.1 to Company's Post Effective 
          Amendment No. 1 on Form S-3 to Form S-1 Registration Statement,  
          File No. 33-56637, and incorporated herein by this reference

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)