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                                                  Exhibit 10.2


            CHANGE OF CONTROL SEVERANCE AGREEMENT


      AGREEMENT  by and between NS Group, Inc.,  a  Kentucky
Corporation (the "Company), and William W. Beible, Jr.  (the
"Employee"), dated as of the 8th day of May, 2000.

      The  Company  wishes to assure that it will  have  the
continued  dedication  of the Employee  notwithstanding  the
possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.  The Company believes  it  is
imperative  to  diminish the inevitable distraction  of  the
Employee  by virtue of the personal uncertainties and  risks
created  by  a pending or threatened Change of  Control,  to
encourage  the  Employee's full attention and dedication  to
the  Company  upon a Change of Control, and to  provide  the
Employee  with compensation arrangements upon  a  Change  of
Control which provide the Employee with individual financial
security  and  which  are competitive with  those  of  other
corporations  and, in order to accomplish these  objectives,
the Company desires to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   Certain Definitions

          (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)  "Agreement Period" shall mean the  period  as
               defined in Section 2 of this Agreement.

          (c)  "Board of Directors"' shall mean the Board of
               Directors of the Company as constituted  from
               time to time.

          (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
                    Securities  Exchange  Act  of  1934,  as
                    amended     (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)  "Cause"  for  termination of  the  Employee's
               employment shall be defined as (i) commission
               by  Employee  of any felony criminal  act,  a
               crime  involving moral turpitude, or a  crime
               of fraud or dishonesty; (ii) acts by Employee
               constituting  gross  negligence  or   willful
               misconduct  to the detriment of the  Company;
               (iii)  conduct  which is detrimental  to  the
               reputation, goodwill or business operation of
               the  Company; (iv) Employee's misfeasance  or
               nonfeasance in the performance of his duties;
               (v)  Employee's failure or refusal to  comply
               with  the  lawful directions of the Company's
               Board  of  Directors  or with  the  policies,
               standards and regulations of the Company;  or
               (vi) the Employee's breach of Sections 4,  5,
               6,  7, or 9 of the Employment Agreement dated
               May  ___,  2000 between Employee and Company,
               or  any  similar provisions contained in  any
               subsequent  or  successor  agreement  between
               Employee and Company.

          (f)  "Company"  as used herein includes NS  Group,
               Inc.   and   any  of  its  subsidiaries   and
               divisions  and, as provided by Section  12(b)
               hereof, any successor.

          (g)  "Date  of Termination" shall be the  date  on
               which  the Notice of Termination is  actually
               received  by the addressee, or alternatively,
               if the Notice of Termination specifies a date
               other than the date of receipt of such notice
               then that specified date shall be the Date of
               Termination.

          (h)  "Effective Date" shall mean the first date on
               which  a  Change of Control occurs; provided,
               however, that if the Employee's employment is
               terminated by the Company prior to  the  date
               on  which a Change of Control occurs, and the
               Employee can reasonably demonstrate that such
               termination   by   the   Company    was    in
               contemplation  of a Change of  Control,  then
               for   all  purposes  of  this  Agreement  the
               "Effective   Date"  shall   mean   the   date
               immediately  prior  to  the  date   of   such
               termination.

          (i)  "Good Reason" means: (i) any material adverse
               change in compensation to the Employee;  (ii)
               substantial decrease in the nature  or  scope
               of  the  Employee's duties, responsibilities,
               powers, authority, title, position or status;
               (iii) unreasonable travel requirements;  (iv)
               any  relocation  required  on  the  part   of
               Employee, without his consent, outside  of  a
               50-mile radius from his primary residence  on
               the Effective Date; or (v) material breach by
               the Company of an employment, compensation or
               similar  agreement between the  Employee  and
               the Company.

          (j)  "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.

          (k)  "Voting Power" shall mean the voting power of all
               securities of a Person  then outstanding generally entitled
               to vote for the election of directors of the Person (or,
               where appropriate, for the election of persons performing
               similar functions).

     2.   Agreement Period

      The Company hereby agrees to provide the Employee with
the protections and benefits enumerated in Section 3 of this
Agreement  for  the period commencing on the Effective  Date
and ending on the third anniversary of the Effective Date.

     3.   Obligations of the Company Upon Termination

          (a)  Notice of Termination.  Any termination after
               the Effective Date by the Company or by the
               Employee shall be communicated by Notice of
               Termination, within ten (10) business days
               after the later of the date of employment
               termination or the date of Change of Control,
               to the other party hereto given in accordance
               with Section 13(c) of this Agreement.  For
               purposes of this Agreement, a "Notice of
               Termination" means a written notice which (i)
               sets forth in reasonable detail the facts and
               circumstances claimed to provide a basis for
               termination of the Employee's employment, and
               (ii) if the termination date is other than the
               date of receipt of such notice, specifies the
               termination date.

          (b)  Termination by the Company for Cause; Termination
               by the Employee for Other Than Good Reason.
               If during the Agreement Period, the Employee's
               employment is terminated by the Company
               for Cause, by the Employee other than for Good
               Reason, or by reason of death or disability, this
               Agreement shall terminate without further
               obligations to the Employee.

          (c)  Termination by the Company other than for Cause:
               Termination by the Employee for Good Reason.
               If, during the Agreement Period, the Company
               shall terminate the Employee's employment
               other than for Cause, or the employment of the
               Employee shall be terminated by the Employee for
               Good Reason, the Employee shall be entitled to
               the following payments and benefits:

               (i)  The  Company shall pay to the Employee  in  a
                    lump  sum  in  cash within thirty  (30)  days
                    after  the  Date of Termination the aggregate
                    of   three  (3)  times  the  amount  of   the
                    Employee's base salary in effect on the  Date
                    of  Termination three (3) times  the  average
                    amount   of   the  Employee's  annual   bonus
                    payments made in the five (5) years prior  to
                    the Date of Termination, plus a payment equal
                    to  a  pro  rata portion (based on the  whole
                    number of months worked in the fiscal year by
                    the Employee prior to the Date of Termination
                    and,  if applicable performance targets  have
                    not  been  met  on  the Date of  Termination,
                    based  on a reasonable estimate of the amount
                    of  bonus to be earned for the full year)  of
                    the  Employee's annual bonus for the year  of
                    termination.

               (ii) For  three  (3)  years  after  the  Date   of
                    Termination,   the  Company  shall   continue
                    providing   medical,   dental,    life    and
                    disability insurance benefits to the Employee
                    in  an  amount equivalent to that which would
                    have  been provided to the Employee  had  the
                    Employee's  employment not  been  terminated.
                    The  Employee shall not be obligated  to  pay
                    higher fees for such benefits than he or  she
                    was  paying, at the Date of Termination.   In
                    the  event it is not possible to provide this
                    continued coverage, the Company shall provide
                    the  Employee  with  a cash  payment  in  the
                    amount necessary for the Employee to purchase
                    equivalent insurance for two (2) years  after
                    the Date of Termination.

               (iii)      Within ten (10) business days after the
                    later  of  the date of employment termination
                    or the date of Change of Control, the Company
                    shall  provide, at no cost to  the  Employee,
                    individual   outside   assistance   for   the
                    Employee  in finding other employment.   Such
                    obligation  may be fulfilled by  the  Company
                    through  the  retention  of  an  outplacement
                    service for use by the Employee.

     4.   Non-Reduction of Termination Benefits

      In  the  event  the  Company's  independent  auditors  (the
"Accounting   Firm")  shall  determine  that   any   payment   or
distribution by the Company to or for the benefit of the Employee
made   pursuant  to  Section  3  of  this  Agreement   would   be
nondeductible  by  the Company for Federal  income  tax  purposes
because  of  Section 280G of the Internal Revenue  Code  of  1986
("Code"), as amended, then the Company shall nonetheless  pay  to
Employee all payments and distributions under Section 3.  If  the
Accounting  Firm  makes such a determination, the  Company  shall
promptly provide the Employee with notice to that effect  with  a
copy of the detailed calculation thereof.  The Employee shall pay
all taxes on all such payments and distributions under Section  3
that  are  imposed  on Employee, including the excise  tax  under
Section 280G of the Code.

     5.   Funding of Grantor Trust

      The Board of Directors of the Company shall have the option
to establish a so-called "Rabbi Trust" upon the occurrence, or in
anticipation, of a Change of Control to secure for  the  Employee
the  benefits  provided pursuant to Section 3 of this  Agreement.
If  the  Board  of Directors elects to do so, the Company  shall,
immediately upon the occurrence of a Change of Control,  make  an
irrevocable contribution to the Rabbi Trust in an amount that  is
sufficient  to  pay  the  Employee the  benefits  to  which  such
Employee  would  be  entitled  pursuant  to  the  terms  of  this
Agreement as of the date on which the Change of Control occurred.

     6.   Non-Exclusivity of Rights

      Nothing  in  this  Agreement shall  prevent  or  limit  the
Employee's  continuing or future participation  in  any  benefit,
bonus, incentive or other plan or program provided by the Company
or any of its affiliated companies and for which the Employee may
qualify, nor shall anything herein limit or otherwise affect such
rights that the Employee may have under any stock option or other
agreements  with the Company.  Amounts which are vested  benefits
or  which the Employee is otherwise entitled to receive under any
plan  or  program of the Company at or subsequent to the Date  of
Termination  shall  be payable in accordance with  such  plan  or
program.

     7.   No Setoff; Cooperation

      The Company's obligation to make the payments provided  for
in  this  Agreement  and  otherwise to  perform  its  obligations
hereunder  shall  not  be affected by any set-off,  counterclaim,
recoupment,  defense or other claim, right or  action  which  the
Company may have against the Employee or others.

     8.   Confidential Information

     Employee  specifically agrees that he will not at any  time,
whether  during his employment or for a period of two  (2)  years
after   such   employment  ends  for  any  reason,  disclose   or
communicate to any third party or use for any purpose (other than
during   his  employment  by  the  Company  for  proper  business
purposes) any secret, proprietary or confidential information, or
trade  secret,  relating  to  the business  of  Company,  or  any
subsidiary  or  affiliate of Company, including business  methods
and  techniques, research data, marketing and sales  information,
customer  lists, know-how, and any other information, process  or
technique  or  information,  customer lists,  know-how,  and  any
other information, process or technique or information concerning
the  business  of  Company,  or any subsidiary  or  affiliate  of
Company,  their  manner and method of operation, their  plans  or
other  data  not disclosed to the general public or known  within
the  industry,  regardless of whether such information  or  trade
secret  was  acquired  prior  to  or  after  execution  of   this
Agreement.

     9.   Non-Solicitation

     Employee shall not, either directly or indirectly, by or for
himself, or as agent of another, or through others as his  agent,
in  any  way seek to induce, bring about, promote, facilitate  or
encourage the discontinuance of or in any way solicit for himself
or  others,  those persons or entities who are employees  of  the
Company, or any subsidiary or affiliate of the Company.  Remedies
for  any  breach  of this Section 9 will be those  set  forth  in
Sections 7 and 8 of the Employment Agreement, dated May 8,  2000,
between Employee and the Company.

     10.  Exclusive Remedy

      The  Employee's  rights to severance benefits  pursuant  to
Section 3 hereof shall apply only in the events specified in this
Agreement  and shall be the Employee's sole and exclusive  remedy
for  any  termination of the Employee's employment by the Company
other  than  for Cause or by the Employee for Good  Reason.   The
payments,  severance benefits and severance protections  provided
to  the Employee pursuant to this Agreement are provided in  lieu
of  any  severance  payments, severance  benefits  and  severance
protections  provided in any employment agreement  or  any  other
plan  or  policy of the Company, except (i) as may  be  expressly
provided in writing under the terms of any plan or policy of  the
Company;  or  (ii) as provided in the Non-Qualified Stock  Option
Agreement between the Company and the Employee dated May 8,  2000
and the Salary Continuation Agreement between the Company and the
Employee  dated May 8, 2000); or (iii) as may be  provided  in  a
written  agreement between the Company and the  Employee  entered
into on or after May 8, 2000.   In no event shall the Employee be
obligated  to seek other employment or take any other  action  by
way  of  mitigation of the amounts payable to the Employee  under
any of the provisions of this Agreement.

     11.  Statement of Intention

     It is the intention of the parties hereto that, prior to the
Effective  Date, this Agreement shall not create  any  rights  or
obligations  in  the  Employee or the  company,  or  require  any
payments by the Company to the Employee.

     12.  Successors

          (a)  The Employee.  This Agreement is personal to the
               Employee and without the prior written consent of
               the Company shall not be assignable by the Employee
               otherwise than by will or the laws of descent and
               distribution.  This Agreement shall inure to the
               benefit of and be enforceable by the Employee's
               legal representatives.

          (b)  The Company.  This Agreement shall inure to the
               benefit of and be binding upon the Company and its
               successors.  The Company will require any successor
               (whether direct or indirect, by purchase, merger,
               consolidation or otherwise) to all or substantially
               all of the business and/or assets of the Company to
               expressly assume and agree to perform this Agreement
               in the same manner and to the same extent that the
               Company would be required to perform it if no such
               succession had taken place.

      As  used  in  this Agreement, "Company" shall  include  any
successor  to  its  business  and/or assets  as  aforesaid  which
assumes and agrees to perform this Agreement by operation of law,
or otherwise.

     13.  Miscellaneous

          (a)  Interpretation.  This Agreement shall be governed by and
               construed in accordance with the laws of the Commonwealth of
               Kentucky, without reference to principles of conflict of laws.
               The captions of this Agreement are not part of the provisions
               hereof and shall have no force or effect.

          (b)  Legal Fees.  In the event of any litigation involving this
               Agreement, and if the Employee is successful in such litigation,
               the Company will reimburse the Employee for all legal fees and
               expenses paid by the Employee in prosecuting or defending such
               litigation.

          (c)  Notices.  All notices and other communications hereunder
               shall be in writing and shall be given by hand delivery to the
               other party or by registered or certified mail, return receipt
               requested, postage prepaid, addressed to the Employee at the
               Employee's address on the payroll records of the Company and to
               the Company as follows:

                         NS Group, Inc.
                         P.O. Box 1670
                         Newport, Kentucky 41072
                         Attention: President

And to such other address as either party shall have furnished to
the   other  in  writing  in  accordance  herewith.   Notice  and
communications shall be effective when actually received  by  the
addressee.

          (d)  Severability.  The invalidity or unenforceability of any
               provision of this Agreement shall not affect the validity or
               enforceability of any other provision of this Agreement.

          (e)  Withholding Taxes.  The Company may withhold from any
               amounts payable under this Agreement such Federal, state or local
               taxes as shall be required to be withheld pursuant to any
               applicable law or regulation.

          (f)  No Waiver.  The failure of the Employee or the Company to
               insist upon strict compliance with any provision hereof shall not
               be deemed to be a waiver of such provision or any other provision
               thereof.

          (g)  Entire Agreement.  This Agreement contains the entire
               understanding of the Company and the Employee with respect to the
               subject matter hereof.  This Agreement may not be amended or
               modified otherwise than by a written agreement executed by the
               parties hereto or their respective successors and legal
               representatives.

          (h)  Dispute /Resolution Procedures.  If any question shall arise
               in regard to the interpretation of any provision of this
               Agreement or as to the rights and obligations of either of the
               parties hereunder, the Employee and a designated representative
               of the Company shall meet to negotiate and attempt to resolve
               such question in good faith.  The Employee and such
               representative may, if they so desire, consult outside experts
               for assistance in arriving at a resolution.  In the event that a
               resolution is not achieved within fifteen (15) days after their
               first meeting, then either party may submit the question for
               final resolution by binding arbitration in accordance with the
               rules and procedures of the American Arbitration Association
               applicable to commercial transactions, and any judgment thereon
               may be entered in any court having jurisdiction thereof.  The
               arbitration shall be held in Covington, Kentucky.  In the event
               of any arbitration, the Employee shall select one arbitrator, the
               Company shall select one arbitrator and the two arbitrators so
               selected shall select a third arbitrator, any two of which
               arbitrators together shall make the necessary determinations.
               All out-of-pocket costs and expenses of the parties in connection
               with such arbitration, including, without limitation, the fees of
               the arbitrators and any administration fees and reasonable
               attorney's fees and expenses, shall be borne by the parties in
               such proportions as the arbitrators shall decide that such
               expenses should, in equity, be apportioned.

      IN  WITNESS  WHEREOF,  the Employee and  the  Company  have
executed  this  Agreement  as of the day  and  year  first  above
written.

I  HAVE  READ  THIS  CHANGE OF CONTROL SEVERANCE  AGREEMENT  AND,
UNDERSTANDING  ALL  ITS  TERMS,  INCLUDING  THAT  THIS  AGREEMENT
CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES, I SIGN IT AS MY FREE ACT AND DEED.

                        Employee:


                        /s/William W. Beible, Jr.
                        William W. Beible, Jr.

                        Company:

                        NS GROUP, INC.


                        By:/s/Rene J. Robichaud
                        Rene J. Robichaud
                        President and Chief Executive Officer