SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C.  20549

                        FORM 10-K/A
                      AMENDMENT NO. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

      FOR THE FISCAL YEAR ENDED SEPTEMBER 25, 1999
        COMMISSION FILE NUMBER    1-9838

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

       Kentucky                             61-0985936
(State or other jurisdiction            (I.R.S. Employer
of incorporation or organization)     Identification Number)

    Ninth and Lowell Streets, Newport, Kentucky  41072
        (Address of principal executive offices)

Registrant's telephone number, including area code (606) 292-
6809

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class                Name of each exchange on
 Common Stock, no par value           which registered
 Preferred Stock Purchase Rights      New York Stock Exchange
                                      New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:
None

     Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES  X    NO

     Indicate by check mark if disclosure of delinquent
filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [  ]

     Based on the closing sales price of November 29, 1999,
as reported in The Wall Street Journal, the aggregate market
value of the voting stock held by non-affiliates of the
registrant was approximately $174.4 million.

     The number of shares outstanding of the registrant's
Common Stock, no par value, was 21,492,708 at November 29,
1999.

            Documents Incorporated by Reference

Parts I, II and III incorporate certain information by
reference from the Annual Report to Shareholders for the
fiscal year ended September 25, 1999 ("1999 Annual Report").
Part III also incorporates certain information by reference
from the Company's Proxy Statement dated December 20, 1999
for the Annual Meeting of Shareholders on February 10, 2000
("Proxy").


                               PART II

ITEM 6.     SELECTED CONSOLIDATED FINANCIAL DATA

Consolidated Financial Summary

(Dollars in thousands, except per share amounts)

                1999      1998      1997      1996     1995
Summary of
Operations
Net sales     $242,563  $409,855  $481,170  $409,382  $371,352
Operating
income
(loss)         (45,586)    8,693    40,697    12,710     8,147
Operating
income
margin          (18.8)%     2.1%      8.5%      3.1%      2.2%
Income (loss)
before extra-
ordinary items (44,589)    2,427    13,185    (8,944)  (4,835)
Net income
(loss)         (48,426)    3,086     3,929    (8,944) (10,035)
Income (loss)
per diluted
share
before extra-
ordinary items   (2.04)      .10       .88      (.65)    (.35)
Net income
(loss) per
diluted share    (2.22)      .13       .26      (.65)    (.73)
Dividends per
common share         -         -         -         -        -
Weighted average
shares
outstanding -
diluted (000's) 21,852    24,511    14,969    13,809    13,809

Other Financial and Statistical Data
Working
Capital      $  97,573  $147,454  $229,514  $ 84,007   $74,443
Total assets   359,795   419,306   502,899   303,136   300,086
Long-term debt  72,833    76,325    76,424   164,789   166,528
Common
shareholders'
equity         221,152   278,049   275,398    60,218    69,699
Capital
Expenditures    28,401    32,576     7,139     6,510    12,233
Depreciation
and amorti-
zation          21,735    19,238    23,828    20,902    21,311
EBITDA         (21,513)   30,475    59,771    32,614    30,141
Current ratio     2.71      3.77      2.66      2.21      2.30
Debt to total
Capitalization    24.8%     21.5%     21.7%     73.2%    70.5%
Book value per
outstanding
share            10.31     12.10     11.81      4.36      5.05

Product shipments (tons)
Energy
Products       317,000   474,000   616,600   549,500   487,100
Industrial
products -
SBQ            130,500   160,100   152,400   133,700   169,000
Employees        1,619     1,803     1,948     1,774     1,728




                       SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               NS GROUP, INC.



Date:  January 25, 2000        By:  /s/Thomas J. Depenbrock
                               Thomas J. Depenbrock
                               Vice President and
                               Corporate Controller