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                                                       Exhibit 10.3

                 SALARY CONTINUATION AGREEMENT


      THIS AGREEMENT is entered into between NS Group, Inc., a
corporation  having its corporate office in Newport,  Kentucky
("Company"),   and  William  W.  Beible,  Jr.  ("Participant")
effective May 8, 2000.

                          WITNESSETH:

      WHEREAS, Participant is employed by the Company, and  by
reason  thereof,  has  acquired experience  and  knowledge  of
considerable value to the Company; and

      WHEREAS,  the  Company wishes to offer an inducement  to
Participant to remain in its employ by compensating him beyond
his  regular salary for services which he had rendered or will
hereafter render; and

     WHEREAS, Participant is willing to continue in the employ
of  the  Company until his retirement, or until it is mutually
agreed  by both the Company and Participant that his  services
are no longer necessary.

     NOW, THEREFORE, it is mutually agreed as follows:

     1.   As of the date of this Agreement, and subject to the
terms of the employment agreement, dated May 8, 2000, and  any
subsequent or successor agreement between Participant and  the
Company  ("Employment Agreement"), Participant is employed  by
the  Company,  and Participant hereby agrees to continue  such
employment  upon the terms and conditions set  forth  in  this
Agreement.  Except as provided for in the Employment Agreement
between the Participant and the Company, Participant is an "at
will"  employee  of  the Company and this Agreement  does  not
impose  any  obligation  for  the employment  relationship  to
continue for a specified period of time.

     2.   As compensation for his services, the Company hereby
agrees  to  pay Participant and Participant hereby  agrees  to
accept  from the Company, a yearly salary to be determined  by
the Board of Directors of the Company.

     3.   Subject to the limitations set forth in Sections 9 and 11
below,  in  the  event  that Participant retires  from  active
employment  with  the  Company after  attaining  age  62,  the
Company  shall  pay  Participant  $10,416.67  per  month  (the
"Monthly Payment") for life commencing on the first day of the
month following the date of such retirement.  The Company may,
in  its  sole discretion, provide that Participant  may  begin
receiving  the benefits provided for in this Agreement  before
attaining age 62, subject to such actuarial reductions as  the
Company may deem appropriate to reflect the early commencement
of benefits.

     4.    In the event that Participant dies (a) while in the
active  employ  of  the Company, or (b) after  becoming  fully
vested  in  the  benefits provided pursuant to this  Agreement
because  of  either  a permanent disability  or  a  Change  of
Control (as provided for in Sections 6 and 7) but prior to the
commencement  of payments hereunder, Participant's  spouse  at
the  time  of  death  shall  be entitled  to  receive  Monthly
Payments  commencing on the first day of the  month  following
Participant's death and ending on the earlier of (i) the first
day  of  the month during which the spouse dies and  (ii)  the
date on which the 120th Monthly Payment is made.  In the event
that  Participant  dies (and is survived by  a  spouse)  while
receiving  Monthly Payments hereunder but prior to receipt  of
at  least  120 such payments, the spouse shall be entitled  to
continue receiving such payments until the earlier of (i)  the
first  day of the month during which the spouse dies and  (ii)
the date on which the 120th Monthly Payment is made.

     5.    Upon  retirement from the Company at  or  following
attainment  of  age  62, continued health  insurance  coverage
shall be provided for Participant and the person (if any)  who
is his spouse at the time of retirement.  The coverage will be
the  same as that which may be provided from time to  time  to
active  employees, and will be paid for by the Company.   Such
coverage  will  continue  for  Participant  until  Participant
reaches  the age at which he is eligible for Medicare and  for
Participant's spouse until she reaches the age at which she is
eligible for Medicare.

     6.    In  the  event that Participant becomes permanently
disabled  (as  defined  in the Company's long-term  disability
plan  which covers the Participant) while in the active employ
of  the Company, Participant shall become fully vested in  the
benefits provided pursuant to Section 3 of this Agreement, and
shall begin receiving such benefits at the later of age 62  or
when  long-term disability benefits are no longer  payable  to
Participant.

     7.   In the event of a "Change of Control" of the Company
while  Participant  is in the active employ  of  the  Company,
Participant shall become fully vested in the benefits provided
pursuant  to  Section 3 of this Agreement.   Participant  must
wait  until  age  62 to begin receiving these  benefits.   For
purposes of this Agreement, "Change of Control" shall mean the
happening of any of the following:

          (a)  the direct or indirect sale, lease, exchange or
     other  transfer of all or substantially all of the assets
     of   the   Company  to  any  Person  (i.e.,   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) of 14(d)(2) of the Securities  Exchange
     Act  of  1934) 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," as set forth
     below.   For  purposes  of the definition  of  Change  of
     Control,  an  "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% 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)  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;

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

           (d)  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) ("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;

          (e)  a Person or Group of Persons, together with any
     Affiliate  thereof,  shall succeed in  having  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  (a), (d) and (e) 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.

     8.   Notwithstanding any other provision of the Agreement, the
Company has an unconditional right to offset any amounts which
Participant  owes the Company against amounts due  under  this
Agreement.

     9.    Participant agrees that if his employment with  the
Company  is  terminated  with "Cause" (as  defined  below  and
regardless of whether Participant has attained the age of 62),
Participant  shall not be entitled to any benefits  whatsoever
provided  under this Agreement and the Company shall  have  no
liability  or  obligation  to provide  any  such  benefits  to
Participant  pursuant  to this Agreement.   "Cause"  shall  be
defined  as  (i)  commission  by  Participant  of  any  felony
criminal act, a crime involving moral turpitude, or a crime of
fraud  or  dishonesty;  (ii) acts by Participant  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)
Participant's misfeasance or nonfeasance in the performance of
his  duties;  (v) Participant'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) Participant's breach of Sections 4, 5,  6,  7
or  9  of the Employment Agreement dated May ___, 2000 between
Participant  and Company, or any similar provisions  contained
in  any  subsequent or successor agreement between Participant
and Company.

     10.  Participant agrees that, without the written consent of
the Board of Directors of the Company, he will not, during the
term of his employment with the Company or any business entity
controlling,  controlled by or under common control  with  the
Company (an "Affiliate"), directly or indirectly (a) engage in
any  activity, or in any manner be connected with or  employed
by  any  person,  firm, corporation, or any other  entity,  in
competition  with the Company or any Affiliate,  or  (b)  call
upon,  solicit,  divert, or take away or attempt  to  solicit,
divert, or take away any of the customers or employees of  the
Company  or  any  Affiliate.  The  parties  agree  that  these
restrictions   against  competition  and   solicitation   will
continue  to  apply  after Participant's employment  with  the
Company ends if and only if Participant's benefits are  vested
(i.e.  Participant  is  entitled to receive  Monthly  Payments
hereunder  either  immediately or upon the attainment  of  age
62), and in such event will remain in effect for 5 years after
Participant's termination of employment.  Participant  further
agrees  that  he  will not, during the term of his  employment
with  the Company or any Affiliate and for a period of 5 years
thereafter,  use  or disclose to anyone not  legally  entitled
thereto  any confidential or proprietary information or  trade
secrets  relating  to  the  business  of  the  Company.    The
covenants  contained in this Section 10 are enhanced covenants
not   to  compete  that  relate  specifically  to  the  salary
continuation  benefits provided under this Agreement  and  are
not  intended  to  supersede  any  covenants  not  to  compete
contained in any employment agreement between Participant  and
the Company.

     11.  Participant agrees that, if he breaches any covenant of
Section  10 above, no further payments shall be due or payable
by   the  Company  hereunder  either  to  Participant  or   to
Participant's  spouse and the Company shall  have  no  further
liability  or  obligation hereunder.  Solely with  respect  to
this  Agreement,  the Company waives the right  to  injunctive
relief with respect to a breach of any covenant of Section  10
after  the  Participant's termination of employment  with  the
Company.

     12.  The benefits provided hereunder shall not affect the
right  of  the  Participant to participate in any  current  or
future   Company  retirement  plan  or  in  any   supplemental
compensation  arrangement  which constitutes  a  part  of  the
Company's  regular compensation structure.  Upon Participant's
termination  of employment, his annual base salary  and  other
benefits   shall  cease  upon  commencement  of  the  benefits
provided  hereunder, except as required by applicable  law  or
the applicable benefit plan.

     13.  It is agreed that neither Participant nor Participant's
spouse shall have any right to commute, sell, assign, transfer
or   otherwise  convey  the  right  to  receive  any  payments
hereunder, which payments and the right thereto are  expressly
declared   to   be  non-transferable.   In  the   event   that
Participant or Participant's spouse takes any action or agrees
to  take  any action in violation of this Section, the Company
shall have  no further liability or obligation hereunder.

     14.  If the Company acquires an insurance policy or any other
asset  in  connection  with  the  liabilities  assumed  by  it
hereunder,  it  is  expressly understood  by  Participant  and
agreed  to  by  him that neither Participant nor Participant's
spouse shall have any right with respect to, or claim against,
such policy or asset.  Such policy or asset:  (a) shall not be
deemed  to  be  held  under  any  trust  for  the  benefit  of
Participant or Participant's spouse; (b) shall not be held  in
any  way  as  collateral security for the fulfillment  of  the
obligations of the Company under this Agreement; and (c) shall
be, and remain, a general unpledged, unrestricted asset of the
Company.

     15.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and  their
respective  successors,  permitted  assigns  and  other  legal
representatives.  Nothing in this Agreement, whether expressed
or implied, is intended to confer any rights or remedies under
or by reason of this Agreement on any other persons other than
the Company, each of the Company's Affiliates, Participant  or
Participant's   spouse,   and  their  respective   successors,
permitted assigns and other legal representatives.

     16.   This Agreement sets forth the entire agreement  and
understanding  of  the parties in respect of the  transactions
contemplated  hereby  and  supersedes  all  prior  agreements,
arrangements and understandings relating to the subject matter
hereof.

     17.  This Agreement may be executed simultaneously in two
counterparts,  each of which shall be deemed an  original  but
both of which taken together shall constitute one and the same
instrument.

     18.   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
Participant  and a designated representative  of  the  Company
shall  meet to negotiate and attempt to resolve such  question
in  good faith.  The Participant 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  Participant
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.

     19.  If any provision of this Agreement is determined by a
court of competent jurisdiction to be unenforceable because it
is  overbroad,  the  other  provisions  hereof  shall  not  be
effected,  and this agreement shall be modified to the  extent
necessary to make the invalid or unenforceable provision valid
and  enforceable  to  the  maximum  extent  permissible  under
applicable   law.   This  Agreement  shall  be  construed   in
accordance  with  the  laws  of the  State  of  Kentucky,  and
Participant and the Company hereby consent to the  filing  and
conduct   of   any   litigation  concerning   this   Agreement
exclusively in the State of Kentucky.

     20.  Whenever the singular number is used herein it shall
include the plural if the context so requires and reference to
the  masculine gender herein shall be deemed to refer  to  all
genders.

     21.  The Company, or any successor thereto, may not amend or
terminate  this  Agreement, without  the  written  consent  of
Participant.

     22.  The Company shall use its best efforts to cause this
Agreement  to  be assumed by any successor to the  Company  by
virtue  of  a  sale  of substantially all  of  its  assets  or
otherwise.

     23.  This Agreement shall supersede any previous agreement
between  Participant  and the Company with  regard  to  salary
continuation benefits, which is deemed to be terminated.

I   HAVE   READ   THIS  SALARY  CONTINUATION  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, Participant and the Company, by its
duly  authorized officer, have executed this Agreement  as  of
May 8, 2000.

                         NS GROUP, INC.


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



                         Participant



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