Exhibit 10.10


                           FORM OF
                SALARY CONTINUATION AGREEMENT
                    (Retirement or Death)
                               
                                
     This Agreement is entered into as of July 16, 1998
between NS Group, Inc., a   corporation having its corporate
office in Newport, Kentucky (herein called the "Company"),
  and __________________, herein called the "Employee").
  
                         WITNESSETH:
                               
          WHEREAS, Employee is employed by the Company in
the capacity of   ___________________ of ________________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
Employee to remain in its employ by compensating him beyond
his regular salary for services which he had   rendered or
will hereafter render; and 

     WHEREAS, Employee is willing to continue in the employ
of the Company until his retirement, or until it is mutually
agreed by both the Company and the Employee, that his  
services are no longer necessary.
  
     NOW THEREFORE, it is mutually agreed as follows:
  
     (1)  As of the date of this Agreement, Employee is
employed by the Company in the capacity of ________________
of ______________, and Employee hereby agrees to continue
such employment upon the terms and conditions set forth in
this Agreement.  Employee 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  Employee and Employee hereby agrees to
accept from the Company, a yearly salary to be determined by
the Board of Directors of the Company.
  
     (3)  In the event that Employee remains in the
continuous employ of the Company to his sixty-second (62)
birthday, he shall retire from active employment on that
date, unless by action of the Board of Directors of the
Company, his period of active employment shall be shortened
or extended.
  
     (4)  Upon Employee's retirement from Company as
specified in paragraph (3)  above, commencing with the first
day of the month following the date of such retirement, the
Company shall pay Employee Amount $__________ per month for
life.  In the event that the Employee dies after his
retirement from the Company as specified in paragraph (3)
above, but prior to the date that one hundred twenty (120)
monthly payments have been made by the Company, the Company
shall continue such monthly payments of $_________   to
Employee's spouse or such other person as Employee has
designated (the "Designee"), until all the one hundred
twenty (120) monthly payments have been made by the Company.
  
  
     (5)  In the event Employee dies while in the active
employ of the Company, the  Company shall pay to Employee's
spouse or Designee, one hundred twenty (120) monthly  
payments of Amount $    .  Such payments shall commence on
the first day of the month following Employee's death.
  
     (6)  This Agreement, together with all of the rights
and obligations created hereunder, shall terminate in the
event that Employee's employment with the Company ceases for
any reason other than:  (a) retirement in accordance with
paragraph (3) above;  or (b) death prior to reaching age 62
(or any other age specified by the Board of Directors of
the Company pursuant to paragraph (3) above). 
  
     (7)  Employee 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 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.  Employee also agrees that during the term of his
employment with the Company or any Affiliate, he will not
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.  Employee also
agrees that this restriction against competition and
solicitation will also remain in effect for the later of
five (5) years after his employment with the Company
ends, or for as long as the monthly payments to him are made
by the Company pursuant to  paragraph (4) of this Agreement. 
Employee further agrees that he will not, during the term
of his employment with the Company or any Affiliate and for
a period of five (5) years thereafter, disclose to anyone
not legally entitled thereto any confidential or proprietary
information or trade secrets relating to the business of the
Company.
  
     (8)  Employee agrees that, if he breaches any covenant
of paragraph (7) above, no further payments shall be due or
payable by the Company hereunder either to Employee  or to
Employee's spouse or Designee and the Company shall have no
further liability or obligation hereunder.
  
     (9)  The benefits provided hereunder shall be in
addition to Employee's annual salary, as determined by the
Board of Directors of the Company and shall not affect the
right of the Employee 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 Employee'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.
  
     (10) It is agreed that neither Employee nor Employee's
spouse or Designee 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 Employee or Employee's spouse or Designee takes any
action or agrees to take any action in violation of
paragraph (10), the Company shall have no further liability
or obligation hereunder. 
  
     (11) 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 Employee and agreed
to by him, that neither Employee nor Employee's spouse or
Designee shall have any right with respect to or claim
against, such policy or asset, except as expressly provided
by the terms of such policy or in the title to such asset. 
Such policy or asset:  (a) shall not be deemed to be held
under any trust for the benefit of Employee or Employee's
spouse or Designee; (b) shall not be held in any way as
collateral security for the fulfillment of the obligations
of the Company under this Agreement, except as may be
expressly provided by the terms of such policy or title to
such asset; and (c) shall be, and remain, a general
unpledged, unrestricted asset of the Company. 
  
     (12) 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, Employee, Employee's spouse or any Designee, and
their respective successors, permitted assigns and other
legal representatives.
  
     (13) 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.
  
     (14) 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.
  
     (15) 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.
  
     (16) The Company, or any successor thereto, may not
amend or terminate this Agreement at any time, without the
written consent of the Employee.
  
     (17) 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.
  
     (18) This Agreement shall supersede any previous
agreement between Employee and the Company with regard to
salary continuation benefits.
  
 
     IN WITNESS WHEREOF, Employee and the Company, by its
duly authorized officer, have executed this Agreement as of
_____________.
  
  
  Attest:                NS GROUP, INC.
  
                         By: 
  Witness
                         Title:
  
  
                         EMPLOYEE
  
  
Witness                     
  
  
  
               SCHEDULE OF DOCUMENTS OMITTED
  
  The following agreements are substantially identical to
the Form of Salary Continuation Agreement shown here, except
for the identity of the employees and the amount of the
monthly benefit.  These documents are not filed as separate
documents in accordance with Exchange Act rule 12b-31.  
  
  Employee                 Monthly Benefit
          
  Clifford R. Borland       $16,406
  Paul C. Borland, Jr.        9,000
  Ronald R. Noel              8,333
  John R. Parker              7,438