1


EXHIBIT 10.1


                     EMPLOYMENT AGREEMENT


      Agreement made as of the 8th day of May, 2000 between NS
Group,  Inc., a Kentucky corporation ("Employer"), and William
W. Beible, Jr. ("Employee").

                          WITNESSETH:

      WHEREAS,  Employer  desires to  employ  Employee  in  an
executive    position   with   significant    executive    and
administrative  responsibilities and Employee  desires  to  be
employed  by  Employer in such capacity  upon  the  terms  and
conditions hereinafter provided; and

     WHEREAS, Employee shall serve Employer as Executive Vice-
President  and  Chief Operating Officer  of  Employer  and  as
President  of  Koppel  Steel  Corporation  and  Newport  Steel
Corporation, or in such other executive capacity as Employer's
Board of Directors shall specify; and

      WHEREAS, in such capacity Employee will develop or  have
access  to  all  of  the  business  methods  and  confidential
information  relating to Employer, including, but not  limited
to,   its   financial  matters,  its  sales  and  distribution
organization and methods, its designs and procedures  for  the
manufacture  of  its  products, its  market  development,  its
personnel  training and development programs and its  customer
and supplier relationships; and

      WHEREAS, Employee and Employer desire to enter into this
Employment   Agreement  which  sets  forth  the   rights   and
obligations  of  the parties during the continuation  of  such
employment, as well as following any termination thereof;

      NOW  THEREFORE, in consideration of the mutual covenants
and  promises herein contained and in pursuance of the  above,
Employee and Employer agree as follows:

1.   EMPLOYMENT

     Employer    shall    employ   Employee    as    Executive
     Vice-President  and Chief Operating Officer  of  Employer
     and  as President of Koppel Steel Corporation and Newport
     Steel Corporation or in such other executive capacity  as
     Employer's  Board of Directors shall specify, to  perform
     all  duties that are customarily performed by one holding
     such  positions or as otherwise designated by  Employer's
     Board   of  Directors,  and  Employee  agrees   to   such
     employment,  subject  to  the  general  supervision   and
     direction  by  Employer and pursuant  to  the  terms  and
     conditions hereof.

     Employee covenants and agrees that he will, at all times,
     faithfully  and industriously perform any and all  duties
     conferred  upon  him  by Employer, and  Employee  further
     agrees that he will devote all necessary working time and
     attention thereto.
2.   TERM; TERMINATION

     Employee's employment with Employer will commence on  May
     8th, 2000 (the "Effective Date") and shall continue for a
     period  of two (2) years.  Notwithstanding the foregoing,
     this  Employment  Agreement  shall  terminate  upon   the
     earliest to occur of the following:

     (a)  Employer terminates this Employment Agreement for
          Cause, upon thirty (30) days prior written notice
          to Employee.  For purposes of this Employment
          Agreement, "Cause" 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 Employer; (iii) conduct
          which is detrimental to the reputation, goodwill or
          business operation of Employer; (iv) Employee's
          misfeasance, nonfeasance or malfeasance in the
          performance of his duties; (v) Employee's failure or
          refusal to comply with the lawful directions of
          Employer's Board of Directors or with the policies,
          standards and regulations of the Employer; or (vi)
          Employee's breach of Sections 4, 5, 6, 7, and 9 of
          this Employment Agreement.

          In   the   event   that  Employee's  employment   is
          terminated for Cause, Employer's obligation  to  pay
          Employee's  salary,  fringe benefits  or  any  other
          element of compensation will immediately cease as of
          the date of termination of employment, including but
          not limited to, all payments and benefits listed  in
          Schedule   A  hereto  or  any  amendment   to   this
          Employment Agreement.  Employer will have no further
          obligation  to Employee other than as set  forth  in
          this subparagraph.

     (b)  Employee terminates this Employment Agreement for any
          reason or no reason upon thirty (30) days prior written
          notice to Employer.

          In  the event Employee so terminates this Employment
          Agreement,  Employer's obligation to pay  Employee's
          salary,  fringe  benefits or any  other  element  of
          compensation will immediately cease as of  the  date
          of  termination  of  employment, including  but  not
          limited  to,  all  payments and benefits  listed  in
          Schedule   A  hereto  or  any  amendment   to   this
          Employment Agreement. Employer will have no  further
          obligation  to Employee other than as set  forth  in
          this subparagraph.

     (c)  At Employer's option, Employee's inability to perform
          his job duties due to physical or mental disability
          for a period of ninety (90) days or more.

          In   the   event   that  Employee's  employment   is
          terminated  under  this  provision,  Employer  shall
          continue  to pay Employee's base salary  and  fringe
          benefits (as set forth in Section 3, below,  and  as
          may  be  provided in Schedule A or any amendment  to
          this  Employment  Agreement, and in accordance  with
          the  terms of any fringe benefit plan) for a  period
          of  one  (1)  year following the date of  Employee's
          termination    of    Employment    with    Employer.
          Notwithstanding  the  foregoing,   any   salary   or
          benefits paid under this provision will be offset by
          benefits   paid   under  any  other  employee   plan
          providing disability pay or benefits. Employer  will
          have no further obligation to Employee other than as
          set forth in this subparagraph.

     (d)  Employer terminates this Employment Agreement for any
          reason or no reason prior to the end of the two (2) year
          employment term by providing written notice to Employee
          (hereinafter "Not for Cause Termination").  This provision
          will also cover termination due to Employee's death (other
          than by suicide).

          In   such  case,  Employer  shall  continue  to  pay
          Employee's base salary and fringe benefits  (as  set
          forth in Section 3 below, and as may be provided  in
          Schedule  A or any amendment to this Agreement,  and
          in  accordance with the terms of any fringe  benefit
          plan)  for  a  period of one (1) year following  the
          date  of  Employee's termination of employment  with
          Employer.  Employer will have no further  obligation
          to   Employee  other  than  as  set  forth  in  this
          subparagraph.


3.   COMPENSATION; EMPLOYEE BENEFITS

     Employer  shall  pay  Employee  for  Employee's  services
     hereunder a salary at the rate of not less than  $250,000
     per annum. Employee shall also be entitled to participate
     in  a  bonus plan, stock option program, and other fringe
     benefits available to other employees of Employer who are
     similarly situated in terms of (i) position with Employer
     or  any  of  its subsidiaries, (ii) seniority  and  (iii)
     geographical location of employment. Employer shall  also
     reimburse  Employee for up to $10,000 for the  reasonable
     professional fees (including attorneys fees) incurred  by
     the  Employee  in  connection with  the  negotiation  and
     execution   of   this   Agreement  and   the   employment
     relationship    between    the    parties.     Employee's
     participation  in  the plans, benefits  and  programs  of
     Employer  shall be subject to the rules, regulations  and
     amendments  pertaining to eligibility  and  participation
     therein.

4.   OTHER EMPLOYMENT

     Employee  shall devote substantially all  of  his  normal
     working time, attention, knowledge, and skills solely  to
     the  business  and interest of Employer.  Employee  shall
     not,  directly,  or indirectly in any manner  whatsoever,
     solicit,  accept or serve, on behalf of  himself  or  any
     other  third  party,  any  similar  or  related  business
     without Employer's approval. Furthermore, Employee  shall
     not,  directly or indirectly, act for the benefit  or  on
     behalf  of  any  competitor of Employer  or  in  any  way
     inconsistent with Employer's best interest.

     This   provision  shall  not  be  construed  to  prohibit
     Employee from devoting non-business hours to the  passive
     pursuit  of  personal business interests not  competitive
     with  the  business  of Employer, or  any  subsidiary  or
     affiliate  of  Employer, provided such interests  do  not
     interfere  with  Employee's duties  and  responsibilities
     owed to Employer.

5.   REPRODUCTION OF DOCUMENTS

     Except with respect to personal correspondence and  other
     non-business related documents and other items,  Employee
     shall  not  (except  in  the performance  of  his  duties
     hereunder) at any time or in any manner make or cause  to
     be  made any copies, pictures, duplicates, facsimiles  or
     other  reproductions or recordings or  any  abstracts  or
     summaries    of   any   reports,   studies,    memoranda,
     correspondence, manuals, records, plans or other written,
     printed  or  otherwise  recorded materials  of  any  kind
     whatsoever belonging to or in the possession of Employer,
     or  any  subsidiary  or affiliate of  Employer.  Employee
     shall  have  no  right,  title or interest  in  any  such
     material  and  Employee  agrees  that  (except   in   the
     performance of his duties hereunder) he will not, without
     the  prior written consent of Employer, remove  any  such
     material   from  any  premises,  of  Employer,   or   any
     subsidiary  or affiliate of Employer, and  that  he  will
     surrender all such material to Employer, immediately upon
     the  termination of his employment or at any  time  prior
     thereto upon the request of Employer.

6.   NON-DISCLOSURE OF 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 Employer
     for a proper business purpose) any secret, proprietary or
     confidential  information, or trade secret,  relating  to
     the  business of Employer, or any subsidiary or affiliate
     of  Employer, 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 Employer,  or  any
     subsidiary  or  affiliate of Employer, 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
     Employment Agreement.

7.   COVENANT NOT TO COMPETE

     Employer  and Employee recognize that Employer's industry
     is  highly  competitive  and that Employee  will  acquire
     special   knowledge  from  Employer.  Employee  therefore
     agrees  that, for twelve (12) months after the employment
     relationship ends for any reason:

     (a)  He  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
          customers   or   employees  of  Employer,   or   any
          subsidiary or affiliate of Employer;

     (b)  He  shall not engage in, or become (except as a less
          than   five  percent  (5%)  owner,  stockholder   or
          investor  in  a publicly traded company)  an  owner,
          stockholder,  partner, lender,  investor,  director,
          officer,  employee, consultant or act in  any  other
          capacity  with  respect to any entity which  engages
          in,   a   business  that  competes   with,   or   is
          substantially  similar  to, the  business  currently
          being  conducted by Employer, or any  subsidiary  or
          affiliate  of  Employer, and  located  within  North
          America; and

     (c)  If  he fails to comply with any of the provisions of
          this Section 7, Employee shall forthwith pay over to
          the Employer the lesser of all benefits received  by
          Employee or Employer's actual damages resulting from
          such violation of these covenants, together with all
          sums  expended  or  costs incurred  by  Employer  to
          enforce  the provisions of this covenant,  including
          Employer's reasonable attorneys' fees.

8.   INJUNCTIVE RELIEF

     In  addition to, and not in lieu of, any other remedy  to
     which  Employer  may otherwise be entitled,  the  parties
     agree that a breach by Employee of any covenant set forth
     in Sections 4, 5, 6, 7, or 9 of this Employment Agreement
     shall  result in irreparable injury, harm and  damage  to
     Employer  for which there is no adequate remedy  at  law,
     and  the parties further agree that, in the event of  any
     violation  or  breach  by  Employee  of  any   of   those
     provisions  of this Employment Agreement, Employer  shall
     be  entitled  to an immediate injunction and  restraining
     order through proper action filed in a court of competent
     jurisdiction  to  prevent  such  violation   or   breach.
     Employee  agrees to indemnify and hold Employer  harmless
     for   any   costs  and  expenses,  including   reasonable
     attorneys'  fees, which Employer may incur to remedy  any
     violation or breach by Employee of any covenant set forth
     in Sections 4, 5, 6, 7, or 9 hereof.

9.   INVENTIONS

     Employee   agrees  that  any  and  all   inventions   and
     discoveries,  whether or not patentable,  which  Employee
     has  conceived or may conceive and which pertain to  work
     or  business  which he has performed or  may  perform  on
     behalf  of Employer, whether or not during working hours,
     shall  be  the  sole and exclusive property of  Employer.
     Employee  further  agrees  to  inform  Employer  of   all
     inventions and discoveries promptly after they have  been
     conceived or made in detail sufficient to permit Employer
     to   understand  such  inventions  and  discoveries   and
     practice  them without the exercise of further  inventive
     skill.  When requested to do so, Employee agrees, whether
     during  the term of this Employment Agreement  or  within
     three  (3)  years  thereafter, to  execute  any  and  all
     documents necessary or desirable to convey title to  such
     inventions  and  discoveries to Employer  and  to  assist
     Employer in perfecting and enforcing Employer's right  in
     and  to any such invention or discovery, including filing
     patent   applications  regarding   such   inventions   or
     discoveries in the United States or in foreign countries.
     Employee  agrees  that  any  invention,  product  design,
     product  improvements or technological  innovation  which
     Employee, either individually or jointly with others, has
     already  conceived or during the term of this  Employment
     Agreement  may conceive, develop, create or suggest  that
     directly results from any work which Employee does or has
     done  for  Employer  or any subsidiary  or  affiliate  of
     Employer, shall be the absolute property of Employer  and
     shall promptly be disclosed by Employee to Employer.

10.  REPRESENTATION BY EMPLOYEE

     Employee  represents  that he is neither  restricted  nor
     prohibited  in any manner from employment and performance
     of duties on behalf of Employer as herein provided.

11.  SEVERABILITY

     Employer and Employee agree that should any provision  of
     this  Employment Agreement be held to be illegal, invalid
     or  unenforceable for any reason, such term or  provision
     shall be deemed to be modified to the extent necessary to
     permit its enforcement to the maximum extent permitted by
     applicable  law, and any court making such  determination
     shall  have  power to modify any and all such provisions,
     and  such provisions shall then be applicable in modified
     form.  If  any provision of this Employment Agreement  is
     invalid or unenforceable for any reason, the remainder of
     this Employment Agreement and all other provisions herein
     shall not be affected thereby.

12.  ENTIRE AGREEMENT AND AMENDMENTS

     Employer   and   Employee  agree  that   this   Agreement
     constitutes  the  entire  agreement  between  them   with
     respect to the subject matter hereof and that any and all
     prior   discussions,   negotiations,   commitments    and
     understandings relating thereto are hereby superseded and
     merged   herein.   The  terms  and  provisions  of   this
     Agreement shall not be changed, amended, waived, modified
     or  terminated  in  any respect whatsoever  except  by  a
     written instrument executed by Employer and Employee.

13.  INTERPRETATION

     This Employment Agreement shall be interpreted as written
     jointly by Employer and Employee.

14.  GOVERNING  LAW, FORUM SELECTION AND CONSENT  TO  PERSONAL
     JURISDICTION

     Employer  and Employee hereby consent that any action  to
     enforce any provision of this Employment Agreement  shall
     be  brought  only in a state or federal court located  in
     the  Commonwealth  of  Kentucky and  further  consent  to
     personal  jurisdiction  in said courts.   This  Agreement
     shall be interpreted, governed and enforced in accordance
     with the laws of the Commonwealth of Kentucky.

15.  ASSIGNMENT

     This Employment Agreement shall be binding upon and inure
     to  the  benefit of Employer, its successors and assigns,
     and to the benefit of Employee, his heirs, administrators
     and  legal representatives, except that Employee's duties
     to   perform  services  and  rights  hereunder  are  non-
     transferable.

16.  NO WAIVER OF RIGHTS

     Neither  failure  nor delay on the part  of  a  party  in
     exercising any right, power or privilege herein contained
     shall  operate as a waiver thereof on the  part  of  such
     party,  nor  shall  a single or partial exercise  thereof
     preclude  any  other or further exercise  of  any  right,
     power   or  privilege  by  a  party  to  this  Employment
     Agreement.

17.  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  Employer 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
     judgment  upon  any award 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  Employer  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.

     Notwithstanding  the  foregoing, disputes  arising  under
     Sections 4, 5, 6, 7 and 9 are excluded from this  Section
     17  unless the parties mutually agree in writing to elect
     arbitration.

18.  SCHEDULE A

     More  specific conditions of employment are described  in
     the attached Amendment A to this Employment Agreement.

     I  HAVE READ THIS EMPLOYMENT 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.

     IN WITNESS WHEREOF, the Employer and Employee have agreed
upon  and  executed this Employment Agreement on the  day  and
year first written above.

WITNESSES:


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


                           NS GROUP, INC.


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


Attachment:  Schedule A
              SCHEDULE A TO EMPLOYMENT AGREEMENT

                   CONDITIONS OF EMPLOYMENT

EMPLOYMENT  -  In  Employee's  position  of   Executive   Vice
President   and  Chief  Operating  Officer  of  the  Employer,
Employee will be expected to optimize the combined performance
of  Koppel Steel and Newport Steel through each energy  cycle.
Primary  performance measures are revenue, return  on  capital
employed,  EBITDA  and unlevered free cash  flow.   Employee's
success  shall  be measured by improvement of  those  measures
relative  to the historical performance of Koppel and  Newport
Steel  and  relative  to Maverick Tube and  Lone  Star  Steel.
Employee  will  report  to  the  Chief  Executive  Officer  of
Employer.

SALARY - Employee's starting base salary shall be $250,000 per
year.   In  addition, Employee will have a  bonus  opportunity
equal to 100% of his annual base salary.  Through fiscal 2001,
Employee's bonus will be based on the higher of (1) the Koppel
Steel Bonus Program or (2) 50% of the bonus payable under  the
Koppel Steel Bonus Program and 50% of the bonus payable  under
the  Newport  Steel Bonus Program.  Beginning in fiscal  2002,
Employee's  bonus  will  be based on calculation  (2)  in  the
preceding sentence.

SALARY  CONTINUATION  - Employee will be eligible  for  salary
continuation in accordance with and subject to the  provisions
of the Salary Continuation Agreement dated May 8th, 2000.

STOCK OPTIONS - Employee will be eligible for stock options in
accordance  with  and subject to the provisions  of  the  Non-
Qualified Stock Option Agreement dated May 8th, 2000.

SAVINGS PLAN - Employee will be eligible to participate in the
Employer's Salaried Employee Retirement Savings Plan.

AUTOMOTIVE  STIPEND  AND  LIVING  EXPENSES  -  Employee   will
continue to be provided with an automotive stipend of  $15,000
per  year  or  $1,250  per month for Koppel  Steel  work.   In
addition,  the  Company will provide Employee a  car  free  of
rental,  insurance  and maintenance expense  for  use  in  the
Newport  Steel area.  Employer shall furnish suitable  housing
accommodations   and  utilities  (including  reasonable   long
distance  calling expenses to his principal residence)  during
such  periods that Employee is performing work at the  Newport
Steel location.

OTHER  FRINGE  BENEFITS - Employee shall  participate  in  the
other  fringe  benefit programs offered  by  Employer  to  its
employees   generally  (including  all  executive   retirement
plans), including health care and dental benefits for Employee
and his family, employee life insurance, sickness and accident
salary  continuation  and  long-term disability,  supplemental
sickness  and  accident benefits, educational assistance,  and
paid  vacations and holidays.  Employee shall be  entitled  to
three  (3)  weeks of paid vacation during each  full  calendar
year  and  a  prorated  amount of  vacation  for  any  partial
calendar year.

CHANGE  OF CONTROL SEVERANCE AGREEMENT - Employee's Change  of
Control  Severance  Agreement, dated May 8th,  2000,  offering
individual financial security in the event a Change of Control
occurs,  provides  benefits which generally would  exceed  the
guarantees of this Employment Agreement.  Notwithstanding  any
provision  of  this Employment Agreement to the contrary,  the
benefits  provided  under  the  Change  of  Control  Severance
Agreement  are  provided in lieu of any  benefits  under  this
Employment Agreement.

REIMBURSEMENTS  -  Upon  proof  of  payment,  Employer   shall
reimburse Employee in accordance with Employer's policies  for
all  monies  advanced in connection with Employee's employment
for  expenses incurred by Employee on behalf of Employer.   To
the  extent that any such Employer payments are deemed  to  be
taxable  income  (for federal, state and/or local  income  tax
purposes), Employer shall reimburse Employee the amount of any
additional tax liability resulting from the operation of  this
paragraph in accordance with its policies and procedures.