SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549



                            FORM 10-Q


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

         For the quarterly period ended   July 1, 2000

                               OR

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

     For the transition period from ________ to _________

          Commission file number        1-9838

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

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

         530 West Ninth Street, Newport, Kentucky 41071
            (Address of principal executive offices)

Registrant's telephone number, including area code (859) 292-6809

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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

   Common stock, no par value                22,007,562
       (Class)                    (Outstanding at August 4, 2000)



                         NS GROUP, INC.

                             INDEX




                                                       Page No.

PART I    FINANCIAL INFORMATION



Item 1.   Financial Statements (Unaudited)

      Condensed Consolidated Statements of Operations          3
      Condensed Consolidated Balance Sheets                    4
      Condensed Consolidated Statements of Cash Flows          5
      Notes to Condensed Consolidated Financial Statements     6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                 11

Item 3.   Quantitative and Qualitative Disclosures About
          Market Risk                                         18



PART II   OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K                    19



                          Page 2


PART I         FINANCIAL INFORMATION

                             NS GROUP, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands, except per share amounts)
                             (Unaudited)

                                Three Months Ended   Nine Months Ended
                                 July 1,   June 26,  July 1,  June 26,
                                  2000      1999      2000      1999

NET SALES
                                 $106,813  $59,582   $293,546  $170,311
COST AND EXPENSES
   Cost of products sold
                                  102,939   63,186    292,119   187,285
   Selling and administrative
   expenses                         7,402    6,309     21,879    19,967

   Operating income (loss)         (3,528)  (9,913)   (20,452)  (36,941)

OTHER INCOME (EXPENSE)
   Investment income                  581    1,617      2,015     4,832
   Interest expense                (2,921)  (2,884)    (8,985)   (8,691)
   Other, net                       1,788    2,636      2,251     2,911

   Income (loss) before income
   taxes and extraordinary items   (4,080)  (8,544)   (25,171)  (37,889)

PROVISION (CREDIT) FOR INCOME
TAXES                                  37       37        111    (3,268)

Income (loss) before
extraordinary items                (4,117)  (8,581)   (25,282)  (34,621)

EXTRAORDINARY ITEMS                     -        -          -    (3,837)

Net income (loss)                 $(4,117) $(8,581)  $(25,282) $(38,458)


PER COMMON SHARE (BASIC AND
DILUTED)
   Income (loss) before
   extraordinary items              $(.19)   $(.40)    $(1.17)   $(1.58)
   Extraordinary items                  -        -          -      (.17)

   Net income (loss)                $(.19)   $(.40)    $(1.17)   $(1.75)

 WEIGHTED AVERAGE SHARES
    OUTSTANDING
  Basic and diluted                21,632   21,417     21,538    21,995


See accompanying  notes to condensed consolidated financial statements.


                             Page 3



                        NS GROUP, INC.
            CONDENSED CONSOLIDATED BALANCE SHEETS
                   (In thousands) (Unaudited)


                                  July 1,      September
                                   2000        25, 1999
CURRENT ASSETS
     Cash                        $ 2,121     $   1,073
     Short-term investments       37,091        30,032
     Accounts receivable, less
     allowance for doubtful
     accounts of $903 and
     $837, respectively           54,562        40,924
     Inventories                  66,675        56,659
     Other current assets         23,121        26,093
        Total current assets     183,570       154,781

PROPERTY, PLANT AND EQUIPMENT    336,583       330,477
     Less - accumulated
        depreciation            (203,789)     (187,330)
                                 132,794       143,147

LONG-TERM INVESTMENTS             24,575        54,560

OTHER ASSETS                       6,346         7,307

        Total assets            $347,285      $359,795

CURRENT LIABILITIES
  Accounts and notes payable    $ 36,885      $ 28,923
     Accrued liabilities          32,787        28,087
     Current portion of
     long-term debt                  202           198
         Total current
          liabilities             69,874        57,208

LONG-TERM DEBT                    73,203        72,833

DEFERRED TAXES                     8,602         8,602

SHAREHOLDERS' EQUITY
     Common stock, no par value  282,418       280,051
     Treasury stock              (23,644)      (23,676)
     Common stock options and
       warrants                      457           896
     Accumulated other
       comprehensive loss         (5,976)       (3,784)
     Accumulated deficit         (57,649)      (32,335)
        Total shareholders'
        equity                   195,606       221,152

        Total liabilities and
        shareholders' equity    $347,285      $359,795


 See accompanying notes to condensed consolidated financial statements.


                           Page 4


                       NS GROUP, INC.
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (In thousands) (Unaudited)

                                          For the Nine Months Ended
                                           July 1,       June 26,
                                            2000           1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                        $(25,282)       $(38,458)
Adjustments to reconcile net income
(loss) to net cash flows from operating
activities:
      Depreciation and amortization        16,872          16,497
      Amortization of debt discount and
       finance costs                          853             971
      Decrease in long-term deferred
        taxes                                   -          (3,371)
      Gain on disposal of equipment           (72)              -
      Losses on sales of investments        1,396             292
      (Increase) decrease in accounts
        receivable, net                   (13,638)          7,766
      (Increase) decrease  in
       inventories                        (10,280)          6,321
      Decrease in other current assets      2,972           3,728
      Increase (decrease) in accounts
       payable                              8,286          (4,763)
      Increase in accrued liabilities       4,770           2,613

         Net cash flows from operating
         activities                       (14,123)         (8,404)

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchases of property, plant and
      equipment                            (6,108)        (24,609)
      Proceeds from sale of equipment         211               -
      Net sales of long-term investments   26,303          10,062
      (Increase) decrease in other
       assets                                 494            (172)

      Net cash flows from investing
      activities                           20,900         (14,719)

CASH FLOWS FROM FINANCING ACTIVITIES
      Decrease in notes payable              (394)           (216)
      Repayments in long-term debt           (151)         (4,626)
      Proceeds from issuance of common
       stock                                1,875              34
      Purchases of treasury stock               -          (7,683)

         Net cash flows from financing
         activities                         1,330         (12,491)

         Net increase (decrease) in cash
         and short-term investments         8,107         (35,614)

Cash and short-term investments:
       At beginning of period              31,105          66,472

       At end of period                   $39,212         $30,858

Cash paid (received) during the period
for:
       Interest                           $ 5,092         $ 5,260
       Income taxes, net of refunds       $   150         $(3,017)


See accompanying notes to condensed consolidated financial statements


                             Page  5



                       NS GROUP, INC.
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)


Note 1:  Summary of Significant Accounting Policies

     Basis of Presentation

     The condensed consolidated financial statements include
the accounts of NS Group, Inc. and its wholly-owned
subsidiaries (the Company): Newport Steel Corporation
(Newport), Koppel Steel Corporation (Koppel), Erlanger
Tubular Corporation (Erlanger), Imperial Adhesives Inc.
(Imperial) and Northern Kentucky Management, Inc.  All
significant intercompany balances and transactions have been
eliminated.

     The accompanying information reflects, in the opinion of
management, all adjustments (which consist of only normal
recurring adjustments) necessary to present fairly the
results for the interim periods.  The preparation of
financial statements in conformity with generally accepted
accounting principles requires that management make certain
estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and
accompanying notes.  Actual results could differ from those
estimates.  Reference should be made to NS Group, Inc.'s Form
10-K, as amended, for the fiscal year ended September 25,
1999 for additional footnote disclosure, including a summary
of significant accounting policies.

     Earnings Per Share

     Basic earnings per share is computed by dividing net
income (loss) by the weighted-average number of common shares
outstanding for the period.  Diluted earnings per share
reflects the potential dilution from securities that could
result in additional common shares being issued which, for
the Company, are comprised of stock options and warrants
only.

     Securities that could potentially result in dilution of
basic EPS through the issuance of 2.5 million shares of the
Company's common stock were not included in the computation
of diluted EPS for the third quarter and nine month periods
of fiscal 2000, respectively, because they were antidilutive.

     Noncash Transaction

     In the third quarter of fiscal year 2000, warrants
exercisable at a price of $8.00 per share for 272,481 common
shares of the Company were exercised on a cashless basis
resulting in the issuance of 151,125 shares.

     Fiscal Year-End

     The Company's fiscal year ends on the last Saturday of
September.  The first quarter and nine month periods of
fiscal 2000 and 1999 are 14 and 13 week and 27 and 26 week
periods, respectively.


                          Page 6



Note 2:   Comprehensive Income

     The Company's other comprehensive income currently
consists solely of unrealized gains and losses on
available-for-sale securities. Comprehensive income was
as follows ($000's):

                      Three Months Ended       Nine Months Ended
                       July 1,  June 26,       July 1,   June 26,
                        2000      1999          2000      1999

Net income (loss)     $(4,117)  $(8,581)      $(25,282) $(38,458)
Unrealized (losses)
 on available-for-
 sale securities         (164)   (1,150)        (2,192)     (434)

Comprehensive income
 (loss)               $(4,281)  $(9,731)      $(27,474) $(38,892)


Note 3:   Other Income, Net

     In the third quarter of both fiscal 2000 and fiscal
1999, the Company received claim settlements pertaining to
the Company's purchases of electrodes in the years from 1992
to 1997.  The settlements increased Other Income, net by $1.7
million in 2000 and $2.8 million in 1999, or $.08 and $.13
per diluted share, respectively.

Note 4:   Business Segment Information

     The Company has three reportable segments.

     The Company's Energy Products segment consists primarily
of (i) welded and seamless tubular goods used primarily in oil
and natural gas drilling and production operations (oil
country tubular goods, or OCTG); and (ii) line pipe used in
the transmission of oil, natural gas and other fluids.  The
Energy Products segment reflects the aggregation of two
business units which have similar products and services,
manufacturing processes, customers and distribution channels
and is consistent with both internal management reporting and
resource and budgetary allocations.

     The Company's Industrial Products - SBQ segment consists
of special bar quality (SBQ) products used primarily in the
manufacture of heavy industrial equipment.

     The Company's Industrial Products - Adhesives segment
consists of industrial adhesives products used in various
product assembly applications.



                         Page 7



The following table sets forth selected financial information
by reportable business segment in thousands of dollars.

                          Net Sales         Operating Income (Loss)
Three Months Ended    July 1,   June 26,       July 1,   June 26,
                       2000       1999          2000       1999

Energy Products      $81,627    $35,632       $(1,069)   $(9,536)
Industrial
Products - SBQ        14,062     12,611        (1,504)      (538)
Industrial
Products -
Adhesives             11,124     11,339           796      1,013
Corporate
allocations                -          -        (1,751)      (852)

Total               $106,813    $59,582       $(3,528)   $(9,913)


                        Net Sales         Operating Income (Loss)
Nine Months Ended    July 1,  June 26,      July 1,    June 26,
                      2000      1999         2000        1999

Energy Products    $214,439   $95,940      $(12,099)  $(33,818)
Industrial
Products - SBQ       45,946    41,420        (5,079)    (2,309)
Industrial
Products -
   Adhesives         33,161    32,951         1,641      1,900
Corporate
allocations               -         -        (4,915)    (2,714)

Total              $293,546  $170,311      $(20,452)  $(36,941)



   Total assets as of July 1, 2000 were $213.1 million for the
Energy Products segment; $43.0 million for the Industrial Products -
SBQ segment; $9.0 million for the Industrial Products - Adhesives
segment and $82.2 million for Corporate.

   Note 5:  Inventories

        Inventories are stated at the lower of FIFO (first-in,
first-out) cost or market, or the lower of average cost or market.
At July 1, 2000 and September 25, 1999, inventories consisted of
the following components ($000's):

                                  July 1,       September 25,
                                   2000              1999

     Raw materials                $11,284           $ 9,707
     Semi-finished and
       finished goods              55,391            46,952
                                  $66,675           $56,659



                          Page 8



Note 6:  Commitments and Contingencies

     The Company has various commitments for the purchase of
materials, supplies and energy arising in the ordinary
course of business.

     Legal Matters

     The Company is subject to various claims, lawsuits and
administrative proceedings arising in the ordinary course of
business with respect to workers' compensation, health care
and product liability coverages (each of which is self-
insured to certain levels), as well as commercial and other
matters.  The Company accrues for the cost of such matters
when the incurrence of such costs is probable and can be
reasonably estimated.  Based upon its evaluation of
available information, management does not believe that any
such matters are likely, individually or in the aggregate,
to have a material adverse effect upon the Company's
consolidated financial position, results of operations or
cash flows.

     Environmental Matters

     The Company is subject to federal, state and local
environmental laws and regulations, including, among others,
the Resource Conservation and Recovery Act (RCRA), the Clean
Air Act, the 1990 Amendments to the Clean Air Act and the
Clean Water Act, and all regulations promulgated in
connection therewith.  Such laws and regulations include
those concerning the discharge of contaminants as air
emissions or waste water effluents and the disposal of solid
and/or hazardous wastes such as electric arc furnace dust.
As such, the Company is, from time to time, involved in
administrative and judicial proceedings and administrative
inquiries related to environmental matters.

     As with other steel mills in the industry, the
Company's steel mini-mills produce dust which contains lead,
cadmium and chromium, and is classified as a hazardous
waste.  The Company currently collects the dust produced by
its electric arc furnace operations through emission control
systems and contracts with a company for treatment and
disposal of the dust at an EPA-approved facility.

     In two separate incidents occurring in fiscal 1993 and
1992, radioactive substances were accidentally melted at the
Company's welded tubular facilities, resulting in the
contamination of a quantity of electric arc furnace dust.
The Company has completed disposal of the dust at a USEPA
approved facility.  Documentation of the storage site clean-
up has been submitted to Kentucky regulatory authorities and
the Company is awaiting approval of the clean closure.

     The Company believes that it is currently in compliance
in all material respects with all applicable environmental
regulations.  The Company cannot predict the level of
required capital expenditures or operating costs that may
result from future environmental regulations.



                           Page 9



     Capital expenditures for the next twelve months
relating to environmental control facilities are expected to
be approximately $1.7 million.  Such expenditures could be
influenced by new or revised environmental regulations and
laws or new information or developments with respect to the
Company's operating facilities.

     Based upon its evaluation of available information,
management does not believe that any of the environmental
contingency matters discussed above are likely, individually
or in the aggregate, to have a material adverse effect upon
the Company's consolidated financial position, results of
operations or cash flows.  However, the Company cannot
predict with certainty that new information or developments
with respect to its environmental contingency matters,
individually or in the aggregate, will not have a material
adverse effect on the Company's consolidated financial
position, results of operations or cash flows.

Note 7:  Summarized Financial Information

     The Company's Senior Secured Notes are unconditionally
guaranteed in full, jointly and severally, by each of the
Company's subsidiaries (Subsidiary Guarantors), each of
which is wholly-owned.  Separate financial statements of the
Subsidiary Guarantors are not presented because they are not
deemed material to investors.  All significant intercompany
accounts and transactions between the Subsidiary Guarantors
have been eliminated.  Summarized financial information of
the Subsidiary Guarantors, in thousands of dollars, is
presented below.

                                        July 1,    September 25,
                                          2000          1999

     Current assets                     $138,179       $115,172
     Non-current assets                 $137,024       $148,858
     Current liabilities                $ 59,352       $ 50,357

     Payable to parent                  $215,652       $192,090
     Other non-current liabilities         1,029          1,184
          Total non-current liabilities $216,681       $193,274

                       Three Months Ended           Nine Months Ended
                       July 1,    June 26,          July 1,   June 26,
                        2000        1999             2000       1999

Net sales             $106,813     $59,582         $293,546    $170,311
Gross profit (loss)   $  3,874     $(3,604)        $  1,427    $(16,974)
Income (loss) before
extraordinary items   $ (5,058)    $(7,557)        $(27,450)   $(37,784)
Net income (loss)     $ (5,058)    $(7,557)        $(27,450)   $(41,184)



                            Page  10



                       NS GROUP, INC.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS



     We make forward-looking statements in this report which
represent our expectations or beliefs about future events
and financial performance.  You can identify these
statements by forward-looking words such as "expect",
"believe", "anticipate", "goal", "plan", "intend",
"estimate", "may", "will", or similar words.  Forward-
looking statements are subject to known and unknown risks,
uncertainties and assumptions, including:

    -    Oil and gas price volatility
    -    The level and cyclicality of domestic and worldwide oil
          and natural gas drilling
    -    Industry-wide inventory levels and their fluctuations
    -    The level of imports
    -    Steel scrap price volatility
    -    General economic conditions
    -    Those discussed in Exhibit 99.1 of the Company's Annual
         Report on Form 10-K for its fiscal year ended
         September 25, 1999.

     The forward-looking events discussed in this report
might not occur and actual results could differ materially
from those suggested by the forward-looking statements.
Accordingly, you should not place undue reliance on these
statements.  We undertake no obligation to publicly update
or revise any forward-looking statements, whether the result
of new information, future events or otherwise.

     For a more complete understanding of our business
activities and financial results, you should read the
following analysis of financial condition and results of
operations together with the unaudited condensed
consolidated financial statements included in this report.




                          Page 11



General Overview

     We conduct our business within three business segments:

     -    Energy Products
     -    Industrial Products - SBQ
     -    Industrial Products - Adhesives


     Our Energy Products segment includes welded and
seamless tubular goods, primarily used in oil and natural
gas drilling and production operations, referred to as oil
country tubular goods, or OCTG.  We also produce welded and
seamless line pipe products used in the transmission of oil
and natural gas.  Further, we produce a limited amount of
other tubular products and hot rolled coils.

     Our Industrial Products - SBQ segment, includes
products used in a variety of industrial applications such
as farm equipment, heavy machinery, construction and off-
road vehicles.

     Our Industrial Products - Adhesives segment includes
adhesives products used in a variety of industrial product
assembly applications and footwear finishes.

     You should read Note 4 to the unaudited condensed
consolidated financial statements included in this report
for selected financial information by business segment.

Results of Operations

     Demand for our OCTG products is cyclical in nature and
is dependent on the number and depth of oil and natural gas
wells being drilled in the United States and globally.  The
level of drilling activity is, among other things, dependent
on the current and anticipated prices for oil and natural
gas.  Also, shipments by domestic producers of OCTG products
may be positively or negatively affected by the amount of
inventory held by producers, distributors and end users, as
well as the amount of foreign imports of OCTG products.

     Demand for our OCTG products began to rise in the first
half of fiscal 2000 as increasing oil and natural gas prices
led to an increase in domestic drilling activity.  The
average number of oil and natural gas drilling rigs in
operation in the United States, which is referred to as "rig
count", rose to 848 in the third quarter of fiscal 2000 and
was 797 for the first nine months of fiscal 2000, compared
to 522 and 589, respectively, for the comparable prior
fiscal year periods.  Market conditions have continued to
improve as rig count has increased to 981 as of August 4,
2000.  As a result, we will realize improved pricing and
expect a return to profitability in the fourth quarter of
fiscal 2000.




                        Page 12



     The Company's net sales, gross profit (loss), operating
income (loss) and tons shipped by business segment for the
three and nine month periods ended July 1, 2000
and June 26, 1999 are summarized in the following table.
The first quarters of fiscal 2000 and 1999 are 14 and 13
week periods, respectively.  As such, the increases and
decreases in operating results for the nine month
comparative periods, as discussed below, were partially
attributable to the additional week of operations in the
first quarter of fiscal 2000.

                                    (Dollars in thousands)
                           Three Months Ended   Nine Months Ended
                           July 1,   June 26,    July 1, June 26,
                            2000       1999       2000     1999
 Net sales
   Energy Products         $81,627    $35,632    $214,439  $ 95,940
   Industrial Products
    - SBQ                   14,062     12,611      45,946    41,420
   Industrial Products
    - Adhesives             11,124     11,339      33,161    32,951
                          $106,813    $59,582    $293,546  $170,311


 Gross profit (loss)
      Energy Products     $  1,828    $(7,146)   $ (4,312) $(26,621)
      Industrial Products
       - SBQ                  (999)       245      (3,279)      286
      Industrial Products
       - Adhesives           3,045      3,297       9,018     9,361
                          $  3,874    $(3,604)    $ 1,427  $(16,974)



 Operating income (loss)
      Energy Products     $ (1,069)   $(9,536)   $(12,099) $(33,818)
      Industrial Products
       - SBQ                (1,504)      (538)     (5,079)   (2,309)
      Industrial Products
       - Adhesives             796      1,013       1,641     1,900
                            (1,777)    (9,061)    (15,537)  (34,227)

      Corporate
       allocations          (1,751)      (852)     (4,915)   (2,714)
                           $(3,528)   $(9,913)   $(20,452) $(36,941)

 Tons shipped
      Energy Products:
       Welded tubular
        products           110,200      66,100    316,200   155,800
       Seamless
        tubular products    41,700      15,400    111,600    44,800
           Other               700       2,600      1,700     5,800
                           152,600      84,100    429,500   206,400

      Industrial Products
        - SBQ               33,900      31,400    112,600    97,800
                           186,500     115,500    542,100   304,200




                             Page 13




     Net sales in the third quarter of fiscal 2000 were
$106.8 million, an increase of 79.3% from the third quarter
of fiscal 1999.  For the fiscal 2000 nine month period, net
sales were $293.5 million, a 72.4% increase over the
comparable prior year period.  Virtually all of the increase
was attributable to our energy products segment.

     We reported a loss before extraordinary items of $4.1
million, or a $.19 loss per basic and diluted share, in the
third quarter of fiscal 2000 compared to the third quarter
of fiscal 1999 loss before extraordinary items of $8.6
million, or a $.40 loss per basic and diluted share.  For
the current nine month period, we reported a loss before
extraordinary items of $25.3 million, or a $1.17 loss per
basic and diluted share, compared to a loss before
extraordinary items of $34.6 million, or a $1.58 loss per
basic and diluted share, for the first nine months of fiscal
1999.

ENERGY PRODUCTS

     Energy Products segment sales were $81.6 million and
$214.4 million in the three and nine month periods of fiscal
2000, an increase of 129.1% and 123.5%, respectively, from
the comparable periods of fiscal 1999.  Third quarter
shipments of energy products were 152,600 tons, an increase
of 81.5% from the comparable prior year period.  For the
nine months, energy product shipments were 429,500 tons, an
increase of 108.1%.  The increase was substantially the
result of an increase in shipments of our OCTG products as
rig count increased significantly over the prior year
periods.  The average selling price for our welded and
seamless tubular products was $440 and $780 per ton,
respectively, in the fiscal 2000 third quarter.  This is an
increase of 22.6% for welded products, and an 8.8% increase
for seamless product, from the comparable quarter of a year
ago and an increase of 5.8% and 6.4% from the second quarter
of fiscal 2000.  We believe there will be continued strength
in the energy markets and expect fiscal 2000 fourth quarter
selling prices to improve further over the third quarter of
fiscal 2000.

     Since 1995, the U.S. government has been imposing
duties on imports of various OCTG products from certain
foreign countries in response to antidumping and
countervailing duty cases filed by several U.S. companies.
The U.S. government is currently conducting "sunset reviews"
of the duties to determine whether such orders should be
revoked.  These reviews are expected to be completed by July
2001.

     In response to petitions filed with the U.S. government
by us and certain other line pipe producers, import relief
was granted to the line pipe industry effective March 1,
2000.  This relief is in the form of tariffs applied for
three years to certain imports of line pipe from countries
other than Canada and Mexico.

     While the above mentioned actions have benefited
domestic OCTG and line pipe producers, we cannot predict the
U.S. government's future actions regarding these duties and
tariffs or any other future actions regarding import duties
or other trade restrictions on imports of OCTG and line pipe
products.




                          Page 14

     The Energy Products segment recorded a gross profit of
$1.8 million and an operating loss of $1.1 million in the
third quarter of fiscal 2000 compared to a gross loss and
operating loss of $7.1 million and $9.5 million,
respectively, in the third quarter of fiscal 1999.  For the
fiscal 2000 nine month period, the Energy Products segment
recorded a gross loss and operating loss of $4.3 million and
$12.1 million, respectively, compared to a gross loss and
operating loss of $26.6 million and $33.8 million,
respectively, for the prior year period. The reduction in
losses from the prior year periods was the result of a
significant increase in shipments, improved operating
efficiencies resulting from an increase in production levels
and, particularly, for the third quarter comparative period,
improved pricing for welded and seamless tubular products.
In addition, the prior fiscal year nine month results were
negatively affected by a six week shut-down for installation
of our new electric arc furnace at our welded tubular
operations during the second quarter of fiscal 1999.

     Selling, general and administrative expense for the
Energy Products segment in the fiscal 2000 third quarter
increased $0.5 million from the third quarter of fiscal
1999, but due to the significant increase in sales, it
decreased to 3.6% of sales from 6.7% of sales in the
comparable fiscal 1999 periods.

INDUSTRIAL PRODUCTS - SBQ

     Industrial Products - SBQ segment product sales were
$14.1 million and $45.9 million in the three and nine
month periods of fiscal 2000, an increase of 11.5% and
10.9%, respectively, from the comparable periods of fiscal
1999.  Third quarter and nine month SBQ product shipments
increased 8.0% and 15.1%, respectively, from the comparable
prior year periods.  The average selling price for SBQ
products was $415 per ton in the third quarter and $408 per
ton for the nine month period, an increase of 3.2% and a
decrease of 3.8%, respectively, from the comparable
periods of a year ago.

     Industrial Products - SBQ segment products recorded a
gross loss of $1.0 million and an operating loss of $1.5
million in the third quarter of fiscal 2000 compared to a
gross profit of $0.2 million and an operating loss of $0.5
million, respectively, in the third quarter of fiscal 1999.
For the fiscal 2000 nine month period, the gross loss and
operating loss were $3.3 million and $5.1 million,
respectively, compared to a gross profit of $0.3 million and
an operating loss of $2.3 million for the prior year
periods.  Although SBQ shipments increased for both
comparative periods, increases in comparative period selling
prices were not sufficient to offset increases in steel
scrap raw material costs and other operating costs,
resulting in a decline in gross profit and operating income.



                            Page 15



INDUSTRIAL PRODUCTS - ADHESIVES

     Industrial Products - Adhesives segment product sales
were $11.1 million and $33.2 million for the respective three
and nine month periods, virtually unchanged from the comparable
prior year periods.

     Gross profit was $3.0 million and $9.0 million,
respectively, for the three and nine month comparative
periods, virtually unchanged from the comparable fiscal 1999
periods.  Fiscal 2000 third quarter and nine month operating
income decreased $0.2 million and $0.3 million,
respectively, from the comparable prior year periods.

INVESTMENT INCOME

     Fiscal 2000 third quarter and nine month investment
income decreased $1.0 million and $2.8 million,respectively,
from the comparable prior year periods due to a decrease in
average invested cash and investment balances and realized
losses on available-for-sale securities.

INCOME TAXES

     We exhausted our federal income tax refund capability
in fiscal 1999, and as such, tax benefits from operating
losses are offset by valuation allowances resulting in no
net federal tax benefit being recorded for losses.  All
recorded amounts for income taxes in fiscal 2000 represent
state and local income taxes.

EXTRAORDINARY ITEMS

     In the second quarter of fiscal 1999, we recorded an
additional $4.3 million in disposal costs as well as
additional expected insurance recoveries of $0.9 million in
connection with ongoing efforts to dispose of radiation
contaminated dust generated at our welded tubular products
facility in 1993.  These amounts were recorded as an
extraordinary charge of $3.4 million, with no income tax
benefit.

     In the first quarter of fiscal 1999, we incurred
prepayment costs and expensed unamortized debt issuance
costs in connection with the early retirement of $4.0
million principal amount of long-term indebtedness,
resulting in an extraordinary charge of $0.4 million, net of
applicable income tax benefit of $0.1 million.

Liquidity And Capital Resources

     Working capital at July 1, 2000 was $113.7 million
compared to $97.6 million at September 25, 1999.  The
current ratio was 2.6 to 1 at July 1, 2000 compared to 2.7
to 1 at September 25, 1999.  At July 1, 2000, we had cash
and investments totaling $63.8 million and had no advances
against our $50 million revolving credit facility.



                         Page 16


     Net cash flows from operating activities were a net use
of $14.1 million in the first nine months of fiscal 2000.
We recorded a net loss of $25.3 million in the first nine
months of fiscal 2000 compared to a net loss of $38.5
million in the comparable fiscal 1999 period.  Major sources
of cash from operating activities in the first nine months
of fiscal 2000 included $17.7 million in non-cash
depreciation and amortization charges and an $8.3 million
increase in accounts payable due to an increase in business
activity.  The major uses of cash in operating activities
included a $13.6 million and a $10.3 million increase in
accounts receivable and inventories, respectively, due to
the increase in business activity and a $4.8 million
decrease in accrued liabilities primarily due to payment of
accrued costs associated with environmental liabilities.

     Major sources of cash from operating activities in the
first nine months of fiscal 1999 included $17.5 million in
non-cash depreciation and amortization charges; a
$7.8 million and $6.3 million decrease in accounts
receivable and inventory, respectively, resulting from the
decline in business activity; and a $3.7 million decrease in
other current assets which resulted primarily from the
receipt of refundable federal income taxes.  Accrued
liabilities increased $2.6 million, in part, due to an
increase in costs associated with environmental liabilities.
Accounts payable decreased $4.8 million primarily as a
result of the decline in business activity.

     We made capital investments totaling $6.1 million in
the first nine months of fiscal 2000, primarily in the
Energy Products segment.  We currently estimate that capital
spending for the remaining three months of fiscal 2000 will
be approximately $2.5 million.

     Our fiscal 2000 nine month financing activities
included the use of $0.5 million to repay notes payable and
long-term debt and the receipt of $1.9 million from the
issuance of common stock through company stock option plans
and warrants.

     Earnings before net interest expense, taxes,
depreciation and amortization (EBITDA) were $3.8 million and
a negative $1.3 million in the third quarter and first
nine months of fiscal 2000, respectively, compared to a
negative $1.9 million and a negative $17.5 million in the
comparable periods of fiscal 1999.  EBITDA is calculated as
income before extraordinary items plus net interest expense,
taxes, depreciation and amortization.  EBITDA provides
additional information for determining our ability to meet
debt service requirements.  EBITDA does not represent and
should not be considered as an alternative to net income,
any other measure of performance as determined by generally
accepted accounting principles, as an indicator of operating
performance, as an alternative to cash flows from operating,
investing or financing activities or as a measure of
liquidity.

     We believe that our current available cash and
investments, our cash flow from operations and our borrowing
sources will be sufficient to meet anticipated operating
cash requirements, including capital expenditures, for at
least the next twelve months.



                           Page 17



OTHER MATTERS

     You should read Note 6 to the notes to condensed
consolidated financial statements for information pertaining
to commitments and contingencies.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

     Our long-term investments and long-term debt, all of
which are for other than trading purposes, are subject to
interest rate risk.  We utilize professional investment
advisors and consider our net interest rate risk when
selecting the type and maturity of securities to purchase
for our portfolio.  Other factors considered include, but
are not limited to, the timing of the expected need for the
funds invested and the repricing and credit risks of the
securities.




                          Page 18



               PART II - OTHER INFORMATION


ITEM 6.   Exhibits and Reports on Form 8-K

          a)   Exhibits - Reference is made to the Index to Exhibits,
               which is incorporated herein by reference.

          b)   Reports on Form 8-K

               Current Report on Form 8-K dated April 24,
               2000 reporting under Item 5 the election of
               three directors of the Company effective
               April 20, 2000.




                        Page 19



                      SIGNATURES

     Pursuant to the requirements 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: August 11, 2000          By:/s/ Rene J. Robichaud
                               Rene J. Robichaud
                               President and Chief
                               Executive Officer



Date: August 11, 2000          By:/s/ Thomas J. Depenbrock
                               Thomas J. Depenbrock
                               Vice President, Treasurer and
                               Chief Financial Officer







                        Page 20



                      INDEX TO EXHIBITS


    Number         Description

     3.1           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.

     3.2           Amended and Restated By-Laws of Registrant, dated
                   November 4, 1999, filed as Exhibit 3.2 to Company's
                   Form 10-Q for the fiscal quarter ended January 1,
                   2000, File No. 1-9838, and incorporated herein
                   by this reference.

     10.1          Employment Agreement between the Company and William W.
                   Beible, Jr., dated May 8, 2000 filed herewith.*

     10.2          Change of Control Severance Agreement between the
                   Company and William W. Beible, Jr., dated May 8, 2000
                   filed  herewith.*

     10.3          Salary Continuation Agreement between the Company and
                   William W. Beible, Jr., dated May 8, 2000 filed herewith.*

     10.4          Company's 2000 Non-Employee Director Stock Option Plan
                   filed herewith.*

     27            Financial Data Schedule





*Indicates management contract or compensatory plan or arrangement in which
one or more directors or executive officers of the Company participates or
is a party.



                           Page 21