Exhibit 10.4


                         NS GROUP, INC.
          2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                           SECTION 1

                    NAME AND PURPOSE OF PLAN

     1.1  The Plan created in accordance with the terms hereof
shall be known as the "NS Group, Inc. 2000 Non-Employee
Director Stock Option Plan" (hereinafter called the "Plan") of
NS Group, Inc.

     1.2  The Plan is designed and intended to encourage
ownership of the Company's Common Stock by Non-Employee
Directors of the Company, and to provide additional incentive
for them to promote the success of the business of the
Company.


                           SECTION 2

                          DEFINITIONS

     The following terms shall have the meanings hereinafter
set forth unless the context clearly indicates to the
contrary:

          (a)  "Affiliate" of any specified Person means (i)
     any other Person which, directly or indirectly, is in
     control of, is controlled by or is under common control
     with such specified Person or (ii) any other Person who
     is a director or officer (A) of such specified Person,
     (B) of any subsidiary of such specified Person or (C) of
     any Person described in clause (i) above or (iii) any
     Person in which such Person has, directly or indirectly,
     a 5 percent or greater voting or economic interest or the
     power to control.  For the purposes of this definition,
     "control" of a Person means the power, direct or
     indirect, to direct or cause the direction of the
     management or policies of such Person whether through the
     ownership of voting securities, or by contract or
     otherwise; and the terms "controlling" and "controlled"
     have meanings correlative to the foregoing.

          (b)  "Beneficiary" shall mean the person or persons
     to whom rights under the Option or Options shall have
     passed by the Optionee's will or by the applicable laws
     of descent and distribution.

          (c)  "Board of Directors" shall mean the Board of
     Directors of the Company.

          (d)  "Change of Control" shall mean:

              (i)  the direct or indirect sale, lease,
exchange or other transfer of all or substantially all of the
assets of the Company to any Person or entity or group of
Persons or entities acting in concert as a partnership or
other group (a "Group of Persons") other than a Person
described in clause (i) of the definition of Affiliate;

              (ii) the consummation of any consolidation or
merger of the Company with or into another corporation with
the effect that the stockholders of the Company immediately
prior to the date of the consolidation or merger hold less
than 51% of the combined voting power of the outstanding
voting securities of the surviving entity of such merger or
the corporation resulting from such consolidation ordinarily
having the right to vote in the election of directors (apart
from rights accruing under special circumstances) immediately
after such merger or consolidation;

               (iii)     the stockholders of the Company shall
approve any plan or proposal for the liquidation or
dissolution of the Company;

               (iv) a Person or Group of Persons acting in
concert as a partnership, limited partnership, syndicate or
other group shall, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or
otherwise, have become the direct or indirect beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act)
("Beneficial Owner") of securities of the Company representing
30% or more of the combined voting power of the then
outstanding securities of the Company ordinarily (and apart
from rights accruing under special circumstances) having the
right to vote in the election of directors;

               (v)  a Person or Group of Persons, together
with any Affiliates thereof, shall succeed in having a
sufficient number of its nominees elected to the Board of
Directors of the Company such that such nominees, when added
to any existing director remaining on the Board of Directors
of the Company after such election who is an Affiliate of such
Person or Group of Persons, will constitute a majority of the
Board of Directors of the Company;

provided that the Person or Group of Persons referred to in
clauses (i), (iv) and (v) shall not mean Clifford Borland or
any Group of Persons with respect to which Clifford Borland is
the Beneficial Owner of the majority of the voting equity
interests.

          (e)  "Code" shall mean the Internal Revenue Code of
     1986, as amended.

          (f)  "Common Stock" shall mean the common
     stock of the Company, no par value per share.

          (g)  "Company" shall mean NS Group, Inc., a Kentucky
     corporation, and any successor thereto.

          (h)  "Exchange Act" shall mean the Securities
     Exchange Act of 1934, as amended.

          (i)  "Mature Shares" shall mean shares of Common
     Stock (i) held by the Optionee for a period of at least
     six months or (ii) acquired by the Optionee on the open
     market at market price.

          (j)  "Non-Employee Director" shall mean a member of
     the Board of Directors who is not also an employee of the
     Company.

          (k)  "Option" shall mean an option to purchase Stock
     granted pursuant to the provisions of Section 6.

          (l)  "Optionee" shall mean a Non-Employee Director
     to whom an Option has been granted pursuant to this Plan.

          (m)  "Person" means any individual, corporation,
     partnership, joint venture, association, joint-stock
     company, trust, unincorporated organization, government
     or any agency or political subdivision thereof or any
     other entity within the meaning of Section 13(d)(3) or
     14(d)(2) of the Exchange Act.

          (n)  "Retirement" shall mean a voluntary resignation
     from the Board of Directors by a Non-Employee Director at
     any time after at least five years of service as a Non-
     Employee Director.

          (o)  "Stock" shall mean the Common Stock of the
     Company, or in the event that the outstanding shares of
     the Common Stock are exchanged for different securities
     of the Company or some other corporation, such other
     stock or securities.


                           SECTION 3

                   STOCK SUBJECT TO THE PLAN

     One Hundred Fifty Thousand (150,000) shares of the Common
Stock shall be reserved for issue upon the exercise of Options
granted under the Plan, subject to Section 8 hereof.  In the
event an Option is exercised, the Company may use authorized
but unissued shares or shares held in treasury in lieu
thereof.  If any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in
full, the unpurchased shares subject to such Option shall
again be available for the purposes of the Plan.


                           SECTION 4

                   ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Board of Directors.
Subject to the express provisions of the Plan, the Board of
Directors shall have plenary authority, to construe and
interpret the Plan, to make determinations in administration
of the Plan, to make, amend and rescind rules and regulations
regarding the Plan and its administration, and to take
whatever action is necessary to carry out the purposes of the
Plan.


                           SECTION 5

             TYPE OF OPTION GRANTED UNDER THE PLAN

     All Options granted under this Plan shall be options
which do not qualify as incentive stock options as defined in
Section 422 of the Code.


                           SECTION 6

                         OPTION AWARDS

     6.1  Options shall be granted under the Plan only to Non-
Employee Directors and only pursuant to the formula award set
forth in this Section 6.  All Options granted pursuant to this
Plan shall be evidenced by a Stock Option Agreement in a form
approved by the Board of Directors and consistent with this
Plan.

     6.2  Each individual who is a Non-Employee Director on
the date of the adoption of this Plan by the Board of
Directors shall receive Options (the "Initial Option Grant")
to purchase 4,000 shares of Stock. Any individual who is not a
Director at the time of the Initial Option Grants, but who
thereafter becomes a Non-Employee Director shall automatically
receive Options to purchase 4,000 shares of Stock ten days
after the date such individual becomes a Non-Employee
Director; provided that, if a Non-Employee Director first
becomes a Director by election at an annual meeting of
shareholders of the Company, he or she shall only receive
Options pursuant to Section 6.3 below, and not also pursuant
to this Section 6.2.

     6.3  Beginning with the first annual meeting of
shareholders of the Company which is subsequent to the date
the Plan is adopted by the Board of Directors, and provided
that a sufficient number of shares remain available under the
Plan, each year on the date of the annual meeting of the
shareholders of the Company there shall automatically be
awarded to each Non-Employee Director who is re-elected, or
first elected, to the Board on such date an Option (the
"Annual Option Grant") to purchase 4,000 shares of Stock.

     6.4  The purchase price of the Stock subject to each
Option granted hereunder shall be equal to the fair market
value of the Stock at the time of the grant of the Option.
The Board of Directors shall adopt criteria for the
determination of the fair market value of Stock subject to any
Option granted pursuant to this Plan; provided, however, if
the Common Stock is listed on a national securities exchange,
the fair market value shall be the closing price on the date
of such grant, and if the Common Stock is quoted on the
National Association of Securities Dealers Automated Quotation
System ("NASDAQS"), the fair market value of such Common Stock
shall be the mean between the closing bid and ask prices of
the Common Stock as reported on the NASDAQS on the date of
such grant.

     6.5  The term of each Option granted pursuant to the Plan
shall be 10 years from the date of granting thereof.  Within
such 10 year limit, Options will be exercisable subject to the
restrictions of this Plan.


                           SECTION 7

                       EXERCISE OF OPTION

     7.1  Except as provided below, each Option shall be
exercisable for one-third of the shares of Stock subject
thereto after the expiration of one year from the date of
grant and for an additional one-third of such shares after the
expiration of each successive one-year period.  The right to
exercise any such Option shall be cumulative.  Notwithstanding
the foregoing, the Initial Option Grants awarded to Non-
Employee Directors who were re-elected at the Annual
Shareholders Meeting held February 10, 2000 shall be fully
vested upon the expiration of six months following grant and
shall thereafter be fully exercisable.

     7.2  To the extent that the right to purchase shares
under an Option granted under the Plan is exercisable, the
right may be exercised in whole or in part, from time to time
by written notice to the Company stating the number of Stock
with respect to which the Option is being exercised,
accompanied by payment either (i) in cash, (ii) in the
discretion of the Board of Directors, by tender of Mature
Shares, owned by the Optionee and registered in the Optionee's
name, having a fair market value (determined as set forth in
Section 6.4 but on the trading date immediately preceding the
date of exercise of the Option) equal to the cash exercise
price of the Option being exercised, or (iii) in the
discretion of the Board of Directors, by any combination of
(i) and (ii) hereof.

     7.3  After the exercise of an Option, the Company shall
within a reasonable time deliver to the person exercising the
Option a certificate or certificates issued in the name of the
person who exercised the Option and such additional name, or
names, if any, as may be requested (subject to the general
policy of the Company as to registration of shares), for the
appropriate number of shares then issuable.  Each Option
granted under the Plan shall be subject to the requirement
that, if at any time the Board of Directors shall determine
that the listing, registration or qualification of the shares
subject to such Option upon any securities exchange or under
any state or Federal law, or the consent or approval of any
governmental or regulatory body, is necessary or desirable, as
a condition of, or in connection with, the granting of such
Option or the issue or purchase of shares thereunder, no such
Option may be exercised in whole or in part unless such
listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.

     7.4  An Optionee under an Option granted under the Plan
shall have no rights as a shareholder with respect to any
shares covered by an Option until one or more certificates for
shares shall have been delivered to him upon due exercise of
an Option as above provided.

     7.5  An Option granted under the Plan shall be
nontransferable by the Optionee other than by will or the laws
of descent and distribution, and shall be exercised during the
Optionee's lifetime only by the Optionee.

     7.6  If an Optionee ceases to be a Non-Employee Director,
unexercised or partially exercised options held by such
Optionee shall be exercisable in accordance with the following
provisions:

          (i)  If the Optionee ceases to be a Non-Employee
Director for any reason other than death or Retirement, the
Optionee shall be entitled to exercise all remaining unexpired
Options held by the Optionee on the date he or she ceased to
be a Non-Employee Director (but only to the extent that he or
she was entitled to exercise such Options on such date) at any
time prior to the expiration date of the Option or within 90
days after the date the Optionee ceases to be a Non-Employee
Director, whichever is earlier;

          (ii) If the Optionee ceases to be a Non-Employee
Director by reason of Retirement, the Optionee shall be
entitled to exercise all remaining unexpired Options held by
the Optionee on the date of Retirement (but only to the extent
that the Optionee was entitled to exercise the Options on such
date) at any time prior to the expiration date of the Option
or within 24 months after the date of Retirement, whichever is
earlier; or

          (iii)     If the Optionee ceases to be a Non-
Employee Director by reason of death, the Optionee's personal
representative, heirs or legatees shall be entitled to
exercise in full all remaining unexpired Options held by the
Optionee on the date of death (without regard to the
limitations of paragraph 7.1 which permit Options to be
exercised only after the lapse of time) at any time prior to
the expiration date of the Option or within 24 months after
the date of the Optionee's death, whichever is earlier.

     7.7  It shall be a condition to the performance of the
Company's obligation to issue or transfer shares upon exercise
of Options that the Optionee pay, or make provision
satisfactory to the Company for payment of, any taxes (other
than stock issue or transfer taxes) which the Company is
obligated to collect with respect to the issue or transfer of
such shares upon such exercise.

     7.8  Upon the occurrence of a Change of Control, any
unexercised or partially exercised Option then outstanding
held by an Optionee shall be immediately exercisable (without
regard to the limitations of paragraph 7.1 which permit
Options to be exercised only after the lapse of time), and
will remain exercisable until the end of the period specified
in paragraph 6.5, or such earlier date as specified in
paragraph 7.6.

     7.9  Notwithstanding any other provisions of this Plan,
Stock acquired upon exercise of any Option must be held by the
Optionee for a period of at least six months following the
date of grant of such Option, and the Company shall not be
obligated to give effect to the transfer of any such Stock
within such six month period.

                           SECTION 8

        EFFECT OF MERGER, CHANGE IN CAPITALIZATION, ETC.

     8.1  In the event of any reclassification or increase or
decrease in the number of the issued shares of Common Stock by
reason of the payment of a stock dividend, a split-up or
consolidation of shares, a recapitalization, a combination or
exchange of shares or any like capital adjustment, then (a)
the aggregate number, and the class, of shares reserved under
the Plan shall be adjusted as though the shares reserved had
been outstanding prior to any adjustment as aforesaid, and (b)
as to any outstanding unexercised Options theretofore granted
under the Plan, there shall be a corresponding adjustment as
to the class and number of shares covered by each Option, and
as to the purchase price under each Option, to the end that
the Optionee's proportionate interest shall be maintained as
before the occurrence of such event without change in the
total purchase price applicable to said Option.

     8.2  In the event the Company shall approve a plan of
reorganization or of merger into or consolidation with any
other corporation, the unexercised portion of each Option then
outstanding under the Plan shall thereafter apply to such
number and kind of securities as would have been issuable by
reason of such reorganization, merger or consolidation to a
holder of the number of shares which were subject to an Option
immediately prior to such reorganization, merger or
consolidation, without change in the total purchase price
applicable to said Option, and such Options shall continue
under the Plan.

     8.3  In the event the Company shall issue additional
capital stock of any class for cash or other consideration,
there shall be no adjustment in the number of shares covered
by outstanding Options under the Plan, and no adjustment in
the purchase price under such Options.


                           SECTION 9

             TERMINATION AND AMENDMENT OF THE PLAN

     9.1  This Plan shall terminate on April 20, 2005, and no
Option shall be granted hereunder after said date, but such
termination shall not affect any Option theretofore granted.
The Board of Directors may suspend, discontinue or terminate
the Plan at any time, and may from time to time make such
changes in and additions to the Plan as the Board of Directors
shall deem advisable.

     9.2  Subject to other provisions of the Plan, no
termination or amendment of the Plan may, without the consent
of the Optionee under an Option then outstanding, terminate
such Option or materially and adversely affect the rights of
the Optionee thereunder.


                           SECTION 10

                      SHAREHOLDER APPROVAL

     If at any time during the operation of this Plan the
Board of Directors determines that it is advisable or required
to seek shareholder approval of this Plan or any grants of
Options hereunder, it shall be entitled by Board resolution to
impose such condition on future grants of Options.  In such
event, no Option granted under this Plan following such action
by the Board of Directors may be exercised in whole or in part
until this Plan is approved by the shareholders of the
Company.  In the event such shareholder approval is not
forthcoming within one year after the Board of Directors takes
such action, any Options granted pursuant to this Plan
following such action shall be null and void.


                           SECTION 11

               AMENDMENTS TO CODE OR REGULATIONS

     Any reference in this Plan to a section of the Code or a
section of the regulations adopted pursuant thereto shall
include any amendments thereto and shall include such
additional sections of the Code or such regulations into which
the substance of the cited sections shall be incorporated.


                           SECTION 12

                         MISCELLANEOUS

     12.1 Nothing in the Plan or in any Option grant shall
confer upon any Director the right to continue as a Director
of the Company.

     12.2 The adoption of the Plan shall not affect any other
Option or other compensation plan in effect for the Company.
Furthermore, the Plan shall not preclude the Company from
establishing any other form of incentive or other compensation
arrangement for Directors or employees of the Company.

     12.3 The Plan shall be binding upon the successors and
assigns of the Company.

     12.4 Whenever used herein, nouns in the singular shall
include the plural and the masculine pronouns shall include
the feminine gender.