SECURITIES AND EXCHANGE COMMISSION
      Washington, D.C.   20549
     
     __________________
     
     FORM 10-Q
     
     
      X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
               SECURITIES EXCHANGE ACT OF 1934
     
     For the quarterly period ended      March 28, 1998   
     
          OR
     
      ___      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934
     
               For the transition period from __________  to 
     _________
      
               Commission file number     1-9838 
     
                                                                  
                        NS GROUP, INC.                          
       Exact name of registrant as specified in its charter
     
         KENTUCKY                         61-0985936      
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)     Identification Number)
        
             Ninth and Lowell Streets, Newport, Kentucky   41072  
        
              (Address of principal executive offices)
     
     Registrant's telephone number, including area code (606)
     292-6809
     
     Indicate by check mark whether the registrant (1) has filed
     all reports required to be filed by Section 13 or 15(d) of
     the Securities Exchange Act of 1934 during the preceding 12
     months (or for such shorter period that the registrant was
     required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days.  YES   X     
     NO _____
     
     Indicate the number of shares outstanding of each of the
     issuer's classes of common stock, as of the latest
     practicable date.
     
      Common stock, no par value          23,830,413      
          (Class)             (Outstanding at April 29, 1998)
     
     
     
     
     NS GROUP, INC.
     
     INDEX
     
     
     PART I    FINANCIAL INFORMATION                       PAGE
     
     
      Item 1    Financial Statements
                Condensed Consolidated Statements of 
                Operations                                    3
                Condensed Consolidated Balance Sheets         4   
                Condensed Consolidated Statements of 
                Cash Flows                                    5
                Notes to Condensed Consolidated Financial         
                Statements                                    6
     
      Item 2    Management's Discussion and Analysis of 
                Financial Condition and Results of 
                Operations                                   12
     
     PART II   OTHER INFORMATION
     
      Item 1   Legal Proceedings                             21
      Item 4   Submission of Matters to a Vote of Security        
        Holders                                         21  
      Item 6    Exhibits and Reports on Form 8-K        21
     
     
     
     
     NS GROUP, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
     FOR THE THREE AND SIX MONTH PERIODS ENDED
     MARCH 28, 1998 AND MARCH 29, 1997
     (In thousands, except per share amounts)
     (Unaudited)
     
                          Three Months Ended  Six Months Ended    
   
                         March 28, March 29, March 28, March 29,
                            1998      1997      1998       1997   
<TABLE>    
     <S>                   <C>      <C>      <C>      <C>         
            
     NET SALES             $123,566 $111,110 $247,299 $216,277
     COST AND EXPENSES
       Cost of products 
        sold                107,387   95,373  213,529  188,197   
       Selling and 
       administrative 
       expenses               7,083    6,883   13,924   13,281   
     
       Operating income       9,096    8,854   19,846   14,799
     
     OTHER INCOME (EXPENSE)   
       Investment income      2,072      151    4,413      458   
       Interest expense      (3,022)  (6,105)  (6,581) (12,168)
       Other, net               419      122      433      205  
          
       Income before income 
        taxes                 8,565    3,022   18,111    3,294
     
     PROVISION FOR   
      INCOME TAXES            2,829      853    5,838      876   
     
       Net income           $ 5,736  $ 2,169  $12,273   $2,418    

     
     NET INCOME PER COMMON SHARE
       Basic                   $.24     $.16     $.51      $.18   
       Diluted                 $.23     $.15     $.49     $.17
     
     
     WEIGHTED AVERAGE SHARES OUTSTANDING
       Basic                 24,069   13,814   24,026   13,812
       Diluted               25,097   14,158   25,245   13,992
     
</TABLE>
          
     The accompanying notes to condensed consolidated financial
           statements are an integral part of these statements.
     
     
     
     NS GROUP, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED BALANCE SHEETS
     AS OF MARCH 28, 1998 AND SEPTEMBER 27, 1997
     (Dollars in thousands) (Unaudited)
     
<TABLE>
     <S>                                <C>         <C>
                                         March 28,  September 27,
     CURRENT ASSETS                       1 9 9 8       1 9 9 7   
         Cash                           $   3,471    $    6,998
       Short-term investments              71,731       128,828
       Funds held for debt called for 
        redemption                              -        59,517
       Accounts receivable, less 
       allowance for doubtful accounts 
       of $646 and $712, respectively      70,749        63,151
       Inventories                         81,011        73,474
       Other current assets                29,363        32,953
     
         Total current assets             256,325       364,921
     
     
     PROPERTY, PLANT AND EQUIPMENT        292,481       278,779
       Less - accumulated depreciation   (163,490)      (154,962) 
        
                                          128,991       123,817 
     LONG-TERM INVESTMENTS                 59,614             -
     OTHER ASSETS                           8,071        11,578 
     
         Total assets                    $453,001      $500,316
              
     CURRENT LIABILITIES
       Notes payable                     $    423      $    722
       Payments due on debt called 
       for redemption                           -        59,517
       Accounts payable                    35,808        47,667
       Accrued liabilities                 27,241        28,126
       Current portion of long-term debt    1,733         1,958
     
         Total current liabilities         65,205       137,990  
     LONG-TERM DEBT                        76,106        76,424
      
     DEFERRED TAXES                        12,835        13,087 
     
     COMMON SHAREHOLDERS' EQUITY
       Common stock, no par value         278,355       261,368
       Common stock options and warrants    1,233         1,612
       Treasury stock                      (2,744)            -
       Unrealized loss on available for 
       sale securities                     (1,335)       (1,238)
       Retained earnings                   23,346        11,073
         Total common shareholders' 
          equity                          298,855       272,815
            Total liabilities and 
            shareholders' equity         $453,001      $500,316
     
</TABLE>

     The accompanying notes to condensed consolidated financial
          statements are an integral part of these statements.
     
     
     
     NS GROUP, INC. AND SUBSIDIARIES              
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE SIX MONTH PERIODS ENDED
     MARCH 28, 1998 AND MARCH 29, 1997
     (Dollars in thousands)   (Unaudited)

<TABLE>
     <S>                                  <C>         <C>
                                          March 28,   March  29,
                                           1 9 9 8      1 9 9 7   
     
     CASH FLOWS FROM OPERATING ACTIVITIES                        
      Net income                           $12,273    $  2,418
      Adjustments to reconcile net income
       to net cash flows from operating
        activities:
        Depreciation and amortization        8,845       8,893 
        Amortization of debt discount 
        and finance costs                      632         838
        Decrease in long-term deferred 
        taxes                                 (200)       (245)
        (Increase) decrease in accounts 
         receivable, net                    (7,598)      1,255  
        Increase in inventories             (7,537)    (11,192) 
        Decrease in other current assets     3,601         844
        Increase (decrease) in accounts 
         payable                           (11,859)        824   
        Increase (decrease) in accrued 
        liabilities                         (7,964)      1,444   
           Net cash flows from operating 
           activities                       (9,807)      5,079    
   
     CASH FLOWS FROM INVESTING ACTIVITIES
        Increase in property, plant and 
        equipment, net                     (13,952)     (2,011)
        Net purchases of long-term 
        investments                        (56,936)          -
        Decrease in other assets               224       1,670    
   
           Net cash flows from investing
            activities                     (70,664)       (341)  
     CASH FLOWS FROM FINANCING ACTIVITIES
        Decrease in notes payable             (299)       (879)
        Repayments on long-term debt       (53,244)     (1,391)
        Proceeds from issuance of common 
         stock                              16,592          36
        Purchases of treasury stock         (2,719)          -
     
           Net cash flows from financing 
           activities                      (39,670)     (2,234)   
           Net increase (decrease) in cash
           and short-term investments      (120,141)      2,504   
          
     
     CASH AND SHORT-TERM INVESTMENTS AT 
     BEGINNING OF YEAR                      195,343     17,297
     
     CASH AND SHORT-TERM INVESTMENTS AT 
     END OF PERIOD                         $ 75,202    $19,801    
     
       Cash paid during the period for:
         Interest                          $  7,376    $11,267 
         Income taxes, net of refunds      $  4,156    $  (489)
     
</TABLE>

     The accompanying notes to condensed consolidated financial
     statements are an integral part of these statements.
     
      NS GROUP, INC. AND SUBSIDIARIES
     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     (Unaudited)
     
     
     Note 1:  Summary of Significant Accounting Policies
     
          Basis of Presentation
     
          The condensed consolidated financial statements include
     the accounts of NS Group, Inc. and its wholly-owned
     subsidiaries (the Company):  Newport Steel Corporation
     (Newport), Koppel Steel Corporation (Koppel), Erlanger
     Tubular Corporation (Erlanger), Imperial Adhesives, Inc.
     (Imperial) and Northern Kentucky Management, Inc.  All
     significant intercompany balances and transactions have been
     eliminated.
     
          The accompanying information reflects, in the opinion
     of management, all adjustments (which consist only of normal
     recurring adjustments) necessary to present fairly  the
     results for the interim periods.  The preparation of
     financial statements in conformity with generally accepted
     accounting principles requires that management make certain
     estimates and assumptions that affect the amounts reported
     in the consolidated financial statements and accompanying
     notes.  Actual results could differ from those estimates. 
     Reference should be made to NS Group, Inc.'s Form 10-K for
     the fiscal year ended September 27, 1997 for additional
     footnote disclosure, including a summary of significant
     accounting policies.
     
          In March 1998, the American Institute of Certified
     Public Accountants issued  Statement of Position (SOP 98-1)
     which addresses the recognition, measurement and disclosure
     issues for costs of computer software developed for internal
     use.  SOP 98-1 requires companies to capitalize certain
     costs related to software developed or obtained for internal
     use.  The Company must adopt SOP 98-1 by fiscal 2000,
     however, early adoption is permitted.   The Company has not
     yet determined when it will adopt SOP 98-1.  The adoption of
     SOP 98-1, which is accounted for prospectively, is not
     expected to have a material impact on the Company's
     financial position or results of operations.
     
          Short-term and Long-term Investments
     
          At March 28, 1998, short-term investments consist
     primarily of money market mutual funds, U.S. government
     securities and commercial paper, for which market value
     approximates cost.  Long-term investments consist primarily
     of corporate and government bonds which are classified as
     "available for sale" and are recorded at current market
     value.
     
     
          Earnings Per Share
     
          Basic earnings per share is computed by dividing net
     income by the weighted-average number of common shares
     outstanding for the period.  Diluted earnings per share
     reflects the potential dilution from instruments that could
     result in additional common shares being issued which, for
     the Company, includes stock options and warrants.
     
          Fiscal Year-End
          
          The Company's fiscal year ends on the last Saturday of
     September. 
     
     Note 2:  Inventories
     
          At March 28, 1998 and September 27, 1997, inventories
     stated at the lower of LIFO (last-in, first-out) cost or
     market represent approximately 46% and 53% of total
     inventories before the LIFO reserve, respectively. 
     Inventories consist of the following components ($000's):

<TABLE>
          <S>                 <C>         <C>
     
                              March 28,   September 27,
                               1 9 9 8      1 9 9 7         
      
          Raw materials       $  8,582       $10,300
          Semi-finished and 
          finished goods        75,260        66,005
                                83,842        76,305
          LIFO reserve          (2,831)       (2,831)
                               $81,011       $73,474
</TABLE>
     
     Note 3:  Long-term Debt
     
          In October 1997 the Company redeemed $52.4 million
     principal amount of its outstanding 13.5% Senior Secured
     Notes due 2003 (Notes).  The redemption was made from the
     proceeds of the Company's September 1997 public offering and
     included a prepayment penalty of $7.1 million, which was
     recorded in the fourth quarter of fiscal 1997, plus accrued
     interest.
     
     Note 4:  Common Stock and Stock Option Transactions
     
          During the first quarter of fiscal 1998, the Company
     issued 540,295 shares of its common stock through the
     exercise of the underwriters' over-allotment option related
     to the Company's September 1997 public offering.  The
     Company also issued 304,135 shares of its common stock in
     the first six months of fiscal 1998 in connection with the
     exercise of stock options and warrants.  
     
          During the second  quarter of fiscal 1998, the Company
     purchased 197,600 shares of its common stock in open market
     transactions.  The repurchased shares are recorded as
     treasury shares.  
     
          Also during the second  quarter of fiscal 1998, under
     its various stock option plans, the Company granted stock
     options for the right to purchase 791,950 shares of the
     Company's common stock.  The options were granted at fair
     market value on the date of grant, which was $14 3/8 per
     share.
     
     Note 5:  Commitments and Contingencies  
     
          The Company has various commitments for the purchase of
     materials, supplies and energy arising in the ordinary
     course of business.  
     
          Legal Matters  
     
          The Company is subject to various claims, lawsuits and
     administrative proceedings arising in the ordinary course of
     business with respect to workers compensation, health care
     and product liability coverages (each of which is
     self-insured to certain levels), as well as commercial and
     other matters.  The Company accrues for the cost of such
     matters when the incurrence of such costs is probable and
     can be reasonably estimated.   Based upon its evaluation of
     available information, management does not believe that any
     such matters are likely, individually or in the aggregate,
     to have a material adverse effect upon the Company's
     consolidated financial position, results of operations or
     cash flows.
     
          Environmental Matters
     
          The Company is subject to federal, state and local
     environmental laws and regulations, including, among others,
     the Resource Conservation and Recovery Act (RCRA), the Clean
     Air Act, the 1990 Amendments to the Clean Air Act, the Clean
     Water Act and all regulations promulgated in connection
     therewith, including, among others, those concerning the
     discharge of contaminants as air emissions or waste water
     effluents and the disposal of solid and/or hazardous wastes
     such as electric arc furnace dust.  As such, the Company is
     from time to time involved in administrative and judicial
     proceedings and administrative inquiries related to
     environmental matters.
     
          As with other steel mills in the industry, the
     Company's steel mini-mills produce dust which contains lead,
     cadmium and chromium, and is classified as a hazardous
     waste.  The Company currently collects the dust resulting
     from its electric arc furnace operations through emission
     control systems and contracts with a company for treatment
     and disposal of the dust at an EPA-approved facility.  
     
          The Company has on its property at Newport a permitted
     hazardous waste disposal facility.  Newport's permit for
     operating the hazardous waste disposal facility required
     that it investigate, test, and analyze for potential
     releases of hazardous constituents from its closed loop
     water recirculating system.  Based on the findings of its
     investigation, which have been filed with the EPA, the
     Company believes that the cost of any remediation, if
     required, will not be material.
     
          In November 1996, Koppel received a Notice of Violation
     from the EPA alleging violations of the Clean Air Act and
     the Pennsylvania State Implementation Plan.  The violations
     allegedly occurred during 1995 and 1996 and pertain to air
     emissions from Koppel's electric arc furnace operations. 
     The conditions which contributed to the alleged violations
     were corrected and Koppel has demonstrated compliance with
     air emission regulations.  At this time, the Company is
     unable to determine the extent of any civil penalties which
     the EPA may assess.
     
          In March 1995, Koppel and the EPA signed a Consent
     Order relating to an April 1990 RCRA facility assessment
     (the Assessment) completed by the EPA and the Pennsylvania
     Department of Environmental Resources.  The Assessment was
     performed in connection with a permit application pertaining
     to a landfill that is adjacent to the Koppel facilities. 
     The Assessment identified potential releases of hazardous
     constituents at or adjacent to the Koppel facilities prior
     to the Company's acquisition of the Koppel facilities.  In
     accordance with the Consent Order, investigation,
     monitoring, testing and analysis of the potential releases
     has been completed and a final report has been forwarded to
     the EPA; however, additional remediation may be required. 
     Pursuant to various indemnity provisions in agreements
     entered into at the time of the Company's acquisition of the
     Koppel facilities, certain parties have agreed to indemnify
     the Company against various known and unknown environmental
     matters.  To date, the Company has been fully indemnified
     against all matters pertaining to the Consent Order and the
     Company believes that the indemnity provisions provide for
     it to be fully indemnified against all future matters
     covered by the Consent Order, including all associated
     costs, claims and liabilities.
          
          In two separate incidents occurring in fiscal 1993 and
     1992, radioactive substances were accidentally melted at
     Newport, resulting in the contamination of a quantity of
     electric arc furnace dust.  The Company is investigating and
     evaluating various issues concerning storage, treatment and
     disposal of the radiation contaminated electric arc furnace
     dust; however, a final determination as to method of
     treatment and disposal, cost and further regulatory
     requirements has not been made at this time.  Depending on
     the ultimate timing and method of treatment and disposal,
     which will require appropriate federal and state regulatory
     approval, the actual cost of disposal could substantially
     exceed current estimates and the Company's insurance
     coverage.  The Company expects to recover and has recorded a
     $2.3 million receivable relating to insurance claims for the
     recovery of disposal costs which will be filed with the
     applicable insurance carrier at the time such disposal costs
     are incurred.  Such insurance claims will exhaust available
     insurance coverage pertaining to these incidents.  Based on
     current knowledge, management believes the recorded gross
     reserves of $4.3 million for disposal costs pertaining to
     these incidents are adequate.
     
          Subject to the uncertainties concerning the Consent
     Order and the storage and disposal of the radiation
     contaminated dust, the Company believes that it is currently
     in compliance in all material respects with all applicable
     environmental regulations.  The Company cannot predict the
     level of required capital expenditures or operating costs
     that may result from future environmental regulations.
     
          Capital expenditures for the next twelve months
     relating to environmental control facilities are expected to
     be approximately $1.0 million; however, such expenditures
     could be influenced by new or revised environmental
     regulations and laws or new information or developments with
     respect to the Company's operating facilities.
     
          As of March 28, 1998, the Company had environmental
     remediation reserves of $4.3 million which pertain almost
     exclusively to accrued disposal costs for radiation
     contaminated dust.  As of March 28, 1998, the estimated
     range of possible losses related to the environmental
     contingency matters discussed above in excess of those
     accrued by the Company is $0 to $3.0 million; however, with
     respect to the Consent Order, the Company cannot estimate
     the range of possible losses should the Company not be
     indemnified on future matters.  Based upon its evaluation of
     available information, management does not believe that any
     of the environmental contingency matters discussed above are
     likely, individually or in the aggregate, to have a material
     adverse effect upon the Company's consolidated financial
     position, results of operations or cash flows.  However, 
     the Company cannot predict with certainty that new
     information or developments with respect to the Consent
     Order or its other environmental contingency matters,
     individually or in the aggregate, will not have a material
     adverse effect on the Company's consolidated financial
     position, results of operations or cash flows.
     
     
     Note 6:  Summarized Financial Information
     
          The Company's Senior Secured Notes are unconditionally
     guaranteed in full, jointly and severally, by each of the
     Company's subsidiaries (Subsidiary Guarantors), each of
     which is wholly-owned.  Separate financial statements of the
     Subsidiary Guarantors are not presented because they are not
     deemed material to investors.  The following is summarized
     financial information of the Subsidiary Guarantors.  All
     significant intercompany accounts and transactions between
     the Subsidiary  Guarantors have been eliminated.

<TABLE>
          <S>                      <C>         <C>        
                                   
                                   March 28,   September 27,
                                     1998          1997
                                     (Dollars in thousands)
     
          Current assets           $180,218       $168,412
          Noncurrent assets        $136,107       $131,526
          
          Current liabilities      $ 58,608       $ 70,871
     
          Payable to parent        $195,120       $174,495
          Other noncurrent 
          liabilities                 1,413          2,003
               Total noncurrent 
                liabilities        $196,533       $176,498
     
</TABLE>
  
     
     
                         Three Months Ended    Six Months Ended
                         March 28, March 29,  March 28, March 29,
                          1998       1997      1998        1997   
                                  (Dollars in thousands)
<TABLE>
          <S>            <C>       <C>         <C>       <C>
     
          Net sales      $123,566  $111,110    $247,299  $216,277 
          Gross profit   $ 16,179  $ 15,737    $ 33,770  $ 28,080 
          Net income     $  5,308  $  3,261    $11,444  $  5,084  

     
</TABLE>
    
     NS GROUP, INC. AND SUBSIDIARIES
     
     MANAGEMENT's DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS
     
     General
     
          The matters discussed or incorporated by reference in
     this Report on Form 10-Q that are forward-looking statements
     (as defined in the Private Securities Litigation Reform Act
     of 1995) involve risks and uncertainties. Such risks and
     uncertainties include, but are not limited to:  (i) the
     level of domestic as well as worldwide oil and natural gas
     drilling activity; (ii) general economic conditions; (iii)
     product demand, inventory  levels and industry capacity;
     (iv) industry pricing; (v) the level of imports and the
     presence or absence of governmentally imposed trade
     restrictions; (vi) manufacturing efficiencies; (vii)
     volatility in raw material costs, particularly steel scrap;
     (viii) costs of compliance with environmental regulations;
     and (ix) product liability or other claims.  These risks and
     uncertainties may cause the actual results or performance of
     the Company to differ materially from any future results or
     performance expressed or implied by such forward-looking
     statements.
     
          The following analysis of financial condition and
     results of operations of the Company should be read in
     conjunction with the unaudited Consolidated Financial
     Statements and related Notes of the Company.
     
          The Company operates in two business segments:
     specialty steel and industrial adhesives.  Within the
     specialty steel segment are the operations of Newport, a
     manufacturer of welded tubular steel products and hot rolled
     coils, and Koppel, a manufacturer of seamless tubular steel
     products and special bar quality (SBQ) products.  The
     Company's specialty steel products consist of: (i) welded
     and seamless oil country tubular goods (OCTG) used primarily
     in oil and natural gas drilling and production operations;
     (ii) line pipe used in the transmission of oil, gas and
     other fluids; (iii) SBQ products  used primarily in the
     manufacture of heavy industrial equipment; and (iv) hot
     rolled coils which are sold to service centers and other
     manufacturers for further processing.  Within the adhesives
     segment are the operations of Imperial, a manufacturer of
     industrial adhesives products.
     
     Results of Operations
     
          The Company's net sales, gross profit and operating
     income by business segment for the three and six month
     periods ended March 28, 1998 and March  29, 1997 are
     summarized below. 
     
                       Three Months Ended   Six Months Ended  
                      March 28, March 29,  March 28, March 29,  
                         1998     1997      1998       1997    
<TABLE>
     <S>             <C>       <C>         <C>       <C>   
     (Dollars in thousands)
     Net sales
     Specialty steel segment
        Newport      $  50,469 $  48,244   $105,250  $  96,330 
        Koppel          63,633    52,655    123,061     99,549
                       114,102   100,899    228,311    195,879    
   
       
     Adhesives segment   9,464    10,211     18,988     20,398
                      $123,566  $111,110   $247,299   $216,277
     
     
     Gross profit        
       Specialty steel segment 
        Newport       $  5,315  $  7,050   $ 13,368   $ 13,430 
        Koppel           8,472     6,181     15,586      9,703
                        13,787    13,231     28,954     23,133
       Adhesives 
       segment           2,392     2,506      4,816      4,947
                      $ 16,179  $ 15,737   $ 33,770   $ 28,080
       
     Operating income
       Specialty steel segment  
        Newport       $  3,162  $  5,281   $  9,424    $ 10,302   
        Koppel           6,825     4,517    12,290       6,157    
            
                         9,987     9,798    21,714      16,459
      
       Adhesives segment   377       383       684         627
       Corporate 
       allocations      (1,268)   (1,327)   (2,552)     (2,287)
                      $  9,096  $  8,854   $19,846     $14,799
     
</TABLE>
     
          Sales data for the Company's specialty steel segment
     for the three and six month periods ended March 28, 1998 and
     March 29, 1997 were as follows:
     
                          Three Months Ended  Six Months Ended  
                         March 28, March 29,  March 28, March 29, 
                           1998     1997       1998      1997    
<TABLE>
      <S>               <C>        <C>       <C>       <C>
      Tons shipped  
       Newport 
         Welded tubular  90,500    90,200    188,100   184,000
         Hot rolled 
         coils and other 
         products         8,300     7,600     15,300    15,300
       Koppel
         Seamless  
         tubular         46,900    40,400     93,400    74,000
         SBQ             45,700    39,500     82,500    75,500
                        191,400   177,700    379,300   348,800
     
     Net sales ($000's)   
       Newport 
         Welded
         tubular       $ 46,926 $  45,300  $  98,732  $ 90,190
         Hot rolled 
         coils and 
         other products   3,543     2,944      6,518     6,140
       Koppel  
         Seamless 
         tubular         42,718    35,210     85,573    66,127
         SBQ             20,915    17,445     37,488    33,422
                       $114,102  $100,899   $228,311  $195,879
     
</TABLE>
     
     
          Net sales for the second quarter of fiscal 1998
     increased $12.5 million, or 11.2%, from the second quarter
     of fiscal 1997 to $123.6 million.  For the six month
     comparable periods, net sales increased $31.0 million, or
     14.3 %, to $247.3 million.  Specialty steel segment net
     sales increased $13.2 million, or 13.1%, and $32.4 million,
     or 16.6%, for the three and six month periods, respectively. 
     The overall increase in specialty steel segment net sales
     was primarily attributable to increased shipments and
     average selling prices of the Company's tubular products as
     more fully discussed below.  Adhesives segment net sales
     decreased $0.7 million, or 7.3%, and $1.4 million, or 6.9%,
     for the three and six month periods, respectively.  The
     decline in adhesives segment net sales was attributable to a
     decline in sales of methylene chloride-based products, which
     were largely restricted by OSHA regulations beginning in the
     fiscal 1998 first quarter, as well as Imperial's emphasis on
     eliminating certain non-strategic, low margin product lines.
     
          Welded tubular product net sales for the current
     quarter increased $1.6 million, or 3.6%, from the second
     quarter of fiscal 1997 on virtually unchanged volume. 
     Average selling price for all welded tubular products for
     the second quarter of fiscal 1998 increased 3.4% from the
     prior fiscal year second quarter.  Welded tubular product
     net sales for the first six months of fiscal 1998 increased
     $8.5 million, or 9.5%, on a volume increase of 2.2%, from
     the comparable prior year period.  The average selling price
     for all welded tubular products for the first half of fiscal
     1998 was $525 per ton, a 7.1% increase from the same period
     in fiscal 1997.  The increase in shipments and average
     selling prices for both the second quarter and first half of
     1998 were primarily attributable to welded OCTG products,
     which was driven by an increase in drilling activity over
     the comparable prior year periods.  Shipments of welded
     tubular products for the second quarter and first six months
     of fiscal 1997 were negatively affected by weather related
     flooding.
     
          Total seamless tubular product net sales for the fiscal
     1998 second quarter increased $7.5 million, or 21.3%, on a
     volume increase of 16.1% from the second quarter of fiscal
     1997.  For the comparable six month periods, net sales of
     seamless tubular products increased $19.4 million, or 29.4%,
     on a volume increase of 26.2%.  Average selling prices of
     all seamless tubular products was $917 per ton in the first
     six months of fiscal 1998, a 2.7% increase over the
     comparable fiscal 1997 period.  Like welded tubular product,
     the improvement in seamless tubular product shipments was
     positively impacted by improved drilling activity, resulting
     in increased shipments of seamless OCTG products.
     
          Demand for the Company's OCTG products is cyclical in
     nature, being dependent on the number and depth of oil and
     natural gas wells being drilled in the United States and
     globally.  The level of drilling activity is largely a
     function of the current prices of oil and natural gas and
     expectations of future prices.  The average number of oil
     and natural gas drilling rigs in operation in the United
     States (rig count) increased 12.9% and 15.4% for the three
     and six month periods of fiscal 1998, respectively, over the
     comparable prior fiscal year periods.  In addition,
     shipments by domestic producers of OCTG products are
     influenced by the levels of inventory held by producers,
     distributors and end users, as well as the level of foreign
     imports of OCTG products.
     
          Demand for the Company's OCTG products began to soften
     in the latter part of the fiscal 1998 second quarter.  The
     softness can be attributed to higher industry inventory
     levels as well as a decline in rig count, which is
     attributable in part to normal seasonal patterns and in part
     to recent declines in oil prices.  Rig count as of May 1,
     1998 was 876, down from an average of 966 in the second
     quarter of fiscal 1998.  As a result, the Company is
     experiencing a reduction in operating levels as it enters
     the fiscal third quarter.
     
          The U.S. government is currently imposing duties on the
     imports of various OCTG products from certain foreign
     countries in response to antidumping and countervailing duty
     cases filed by several U.S. steel companies.  The duties are
     subject to annual review by the U.S. Department of Commerce
     through 2000.  The Company believes the imposition of the
     duties has had a positive effect on its shipments and the
     pricing of certain of its seamless tubular products;
     however, it cannot predict the U.S. government's future
     actions regarding import duties or other trade restrictions
     on imports of OCTG products.
     
          SBQ product net sales increased $3.5 million, or 19.9%,
     on a volume increase of 15.7%, and $4.1 million, or 12.2%,
     on a volume increase of 9.3% for the comparable three and
     six month periods, respectively.  Average selling price for
     SBQ products for the same periods increased 3.6% and 2.5%,
     respectively.  The demand for the Company's SBQ products is
     cyclical in nature and is sensitive to general economic
     conditions.
     
          Gross profit for the second quarter of fiscal 1998
     increased $0.4 million from the second quarter of fiscal
     1997.  Gross profit margin was 13.1% in the second quarter
     of fiscal 1998 compared to 14.2% in the second quarter of
     fiscal 1997.  For the six months, gross profit increased
     $5.7 million.  Gross profit margin was 13.7% compared to
     13.0% in the comparable prior year period.  Newport's gross
     profit margin for the three and six month comparable periods
     decreased to 10.5% and 12.7% from 14.6% and 13.9%,
     respectively, due primarily to decreased operating
     efficiencies, particularly in the latter portion of the 1998
     second fiscal quarter.  Koppel's gross profit margin for the
     three and six month comparable periods increased to 13.3%
     and 12.7% from 11.7% and 9.7%, respectively, due to
     increased shipments and selling prices of seamless OCTG
     products and SBQ products.  Koppel also experienced lower
     operating efficiencies in its tubular operations in the
     first quarter of fiscal 1997 due to a major maintenance
     outage.
     
          The adhesives segment gross profit decreased $0.1
     million for both the second fiscal quarter and six month
     periods due primarily to the decline in methylene
     chloride-based product sales as previously discussed.  Gross
     profit margin for the second quarter of fiscal 1998 was
     25.3% compared to 24.5% for the comparable fiscal 1997
     period.
     
          Selling and administrative expenses for the second
     quarter and first six months of fiscal 1998 increased
     slightly from the comparable prior year periods and
     decreased as a percent of sales to 5.7% and 5.6%,
     respectively, from 6.2% and 6.1% in the second quarter and
     first six months of fiscal 1997.
     
          As a result of the above factors, operating income
     increased $0.2 million, from $8.9 million in the second
     quarter of fiscal 1997 to $9.1 million in the current fiscal
     quarter.  For the six month period, operating income
     increased $5.0 million, from $14.8 million in fiscal 1997 to
     $19.8 million in the first six months of fiscal 1998.  The
     increase in operating income was almost solely attributable
     to the specialty steel segment and was primarily due to
     increased shipments and selling prices of seamless OCTG
     products.  
     
         Fiscal 1998 second quarter and six month investment
     income increased $1.9 million and $4.0 million from the
     comparable prior year periods while interest expense for the
     same comparable periods decreased $3.1 million and $5.6
     million, respectively.  The increase in investment income
     and decrease in interest expense is the result of increased
     average cash and investment balances and a decrease in
     long-term debt obligations, respectively, which resulted
     from the Company's September 1997 public offering (including
     the exercise of the underwriters' overallotment option in
     October 1997) (Offering) and related retirement of long-term
     debt.  
     
          The Company's combined federal and state effective tax
     rate for the fiscal 1998 six month period was 32.2%.  This
     rate is lower than the combined federal and state statutory
     rates primarily due to the utilization of net operating loss
     carryforwards for which certain deferred tax valuation
     allowances had been previously recorded. The Company is
     currently paying federal taxes at the alternative minimum
     tax rate of 20%.
     
          As a result of the above factors, the Company reported
     net income of $5.7 million, or $.24 per share ($.23
     diluted), in the second quarter of fiscal 1998 compared to
     $2.2 million, or $.16 per share ($.15 diluted), in the
     second quarter of fiscal 1997.  For the current six month
     period, the Company reported net income of $12.3 million, or
     $.51 per share, ($.49 diluted), compared to $2.4 million, or
     $.18 per share ($.17 diluted), for the fist six months of
     fiscal 1997.  Weighted average shares outstanding increased
     for the comparable periods primarily as a result of the
     Offering.
     
      Liquidity and Capital Resources
     
          Working capital at March 28, 1998 was $191.1 million
     compared to $226.9 million at September 27, 1997.  The
     current ratio was 3.9 to 1 at March 28, 1998 compared to 2.6
     to 1 at September 27, 1997.  At March 28, 1998, the Company
     had cash and investments totaling $134.8 million.  At March
     28, 1998, the Company had no outstanding advances against
     its $45.0 million revolving credit facility (Credit
     Facility); however $6.0 million of the Credit Facility
     secured various letters of credit issued primarily in
     connection with the Company's self-insured workers
     compensation liabilities.
     
          Net cash flows used in operating activities totaled
     $9.8 million in the first six months of fiscal 1998,
     compared to cash provided by operations of $5.1 million in
     the comparable prior year period.  The Company recorded net
     income of $12.2 million in the first six months of fiscal
     1998 compared to $2.4 million in the first six months of
     fiscal 1997.  Major uses of cash from operating activities
     included an $11.9 million decrease in accounts payable
     related primarily to payments for steel slabs which Newport
     purchased in fiscal 1997; a $9.3 million decrease in accrued
     liabilities related to the fiscal first quarter debt
     prepayment penalty in connection with the redemption of the
     Company's 13.5% Senior Secured Notes (Notes) in October
     1997; an increase in accounts receivable and inventory of
     $7.6 million and $7.5 million, respectively, primarily due
     to increased sales and business activity at Koppel.  Major
     sources of cash from operating activities in the first half
     of fiscal 1998 included $9.5 million in non-cash
     depreciation and amortization, a $3.6 million decrease in
     other current assets which resulted primarily from the
     receipt of certain insurance claims filed by the Company and
     a $1.4 million increase in income taxes payable.
     
          For the first six months of fiscal 1997, net cash flows
     provided by operating activities were $5.1 million.  Major
     sources of cash from operating activities included $9.7
     million in non-cash depreciation and amortization charges; a
     $1.3 million decrease in accounts receivable and increase in
     accounts payable and accrued liabilities totaling $2.3
     million.  The major use of cash in operating activities for
     the period was an $11.2 million increase in inventories
     resulting from increased business activity related primarily
     to the OCTG marketplace.
          
          The Company invested $14.0 million in capital
     expenditures during the first six months of fiscal 1998,
     primarily related to improvements to and acquisition of
     machinery and equipment in the specialty steel segment.  The
     Company currently estimates that fiscal 1998 capital
     spending will approximate $36.0 million, primarily in the
     specialty steel segment.  Of the total, approximately $10.0
     million is estimated to be incurred in connection with the
     purchase and installation of a new AC electric arc furnace
     at Newport.  Total spending for the furnace over fiscal 1998
     and 1999 is estimated at $25.0 million and start-up is
     scheduled for Spring 1999.  A significant portion of the
     remaining fiscal 1998 capital expenditures will be used to
     invest in equipment which should reduce operating costs and
     increase tubular product finishing capabilities.  The
     Company's sources for funding capital expenditures include
     cash flow from operations, available cash and investments,
     as well as available borrowing sources.  
     
          The Company also used cash and short-term investments
     to make net investments of $56.9 million in long-term
     investments, primarily government and corporate bonds.    
     
          Repayments on long-term debt of $53.2 million during
     the first six months of fiscal 1998 includes the redemption
     of $52.4 million principal amount of the Company's Notes. 
     Reference is made to Note 3: Long-term Debt, to the Notes to
     Condensed Consolidated Financial Statements.  During the
     first six months of fiscal 1998, the Company received $16.6
     million in proceeds from the issuance of common stock,
     approximately $15.4 million of which represents the exercise
     of the underwriters' over-allotment option in connection
     with the Offering.  The remainder represents the exercise of
     stock options and warrants.  The Company also purchased
     197,600 shares of its common stock in open market
     transactions for $2.7 million during the first six months of
     fiscal 1998.  The shares were purchased pursuant to the
     Board of Directors authorization to purchase up to one
     million shares of the Company's common stock through
     December 1998.
     
          Earnings before interest, taxes, depreciation and
     amortization (EBITDA) were $16.0 million and $33.5 million
     in the second quarter and first six months of fiscal 1998,
     respectively, compared to $13.6 million and $24.4 million in
     the comparable periods of fiscal 1997.  EBITDA is calculated
     as net income plus interest expense, taxes, depreciation and
     amortization.  EBITDA provides additional information for
     determining the Company's ability to meet debt service
     requirements.  EBITDA does not represent and should not be
     considered as an alternative to net income, any other
     measure of performance as determined by generally accepted
     accounting principles, as an indicator of operating
     performance or as an alternative to cash flows from
     operating, investing or financing activities or as a measure
     of liquidity.
     
          The Company believes that its current available cash
     and investments, its cash flow from operations and its
     borrowing sources will be sufficient to meet  anticipated
     operating cash requirements, including capital expenditures,
     for at least the next twelve months.
     
     Inflation
     
          The Company believes that inflation has not had a
     material effect on its results of operations to date. 
     Generally, the Company experiences inflationary increases in
     its costs of raw materials, energy, supplies, salaries and
     benefits and selling and administrative expenses.  Except
     with respect to significant increases in steel scrap prices,
     the Company has generally been able to pass these
     inflationary increases through to its customers.
     
     Other Matters
     
          See "Note 5: Commitments and Contingencies" to the
     Notes to Condensed Consolidated Financial Statements.
     
          In March 1998, the American Institute of Certified
     Public Accountants issued  Statement of Position (SOP 98-1)
     which addresses the recognition, measurement and disclosure
     issues for costs of computer software developed for internal
     use.  SOP 98-1 requires companies to capitalize certain
     costs related to software developed or obtained for internal
     use.  The Company must adopt SOP 98-1 by fiscal 2000,
     however, early adoption is permitted.   The Company has not
     yet determined when it will adopt SOP 98-1.  The adoption of
     SOP 98-1, which is accounted for prospectively, is not
     expected to have a material impact on the Company's
     financial position or results of operations.
    
     
     Year 2000 Compliance Programs
     
          The Company is currently conducting a review of all
     systems serving the financial and operational activities of
     its business units and is in various stages of developing
     and implementing plans to identify and resolve year 2000
     issues.  The potential effect of year 2000 issues as it
     pertains to customers and suppliers is also being
     considered.  The Company believes that, with modification of
     existing computer systems, updates by vendors and conversion
     to new software in the ordinary course of business, the year
     2000 issue will not have a material impact on the Company's
     operations.  The costs of modifications and conversions are
     not anticipated to be material.  There can be no assurance,
     however, that as a result of the failure of major customers
     or suppliers to properly address their year 2000 issues, or
     as a result of a delay or oversight in the Company's
     efforts, that the year 2000 issue will not have a material
     impact on the business and operations of the Company.
     
     
     PART II   -   OTHER INFORMATION
     
     ITEM 1.   Legal Proceedings
     
          For a discussion regarding the Consent Order entered
     into by Koppel and the EPA in March 1995 and the Notice of
     Violation received by Koppel from the EPA in November 1996,
     see "Note 5:  Commitments and Contingencies - Environmental
     Matters" to the Notes to Condensed Consolidated Financial
     Statements.
     
     ITEM 4.   Submission of Matters to a Vote of Security
     Holders
     
          The Annual meeting of shareholders was held on February
     12, 1998.  In connection with the meeting, proxies were
     solicited pursuant to the Securities Exchange Act.  The
     following are the voting results on proposals considered and
     voted upon at the meeting, all of which were described in
     the proxy statement.
     
          1.  All nominees for director were elected.  The vote
     was as follows:          
          
                                       For             Against
     Clifford R. Borland           22,603,906          107,477
     Paul C. Borland, Jr.          22,601,756          109,627
     Ronald R. Noel                22,604,256          107,127
     John B. Lally                 22,604,471          106,912
     Patrick J. B. Donnelly        22,641,901           69,482
     R. Glen Mayfield              22,640,661           70,722
     
     
          2.  The proposal to ratify the Board of Directors'
     appointment of Arthur Andersen LLP as the Company's
     independent public accountants for its fiscal year ending
     September 26, 1998 was approved (For, 22,629,925; Against,
     20,590; Abstain, 60,868)
     
     
     ITEM 6.   Exhibits and Reports on Form 8-K
     
          a)   Exhibits  - Reference is made to the Index to      
          Exhibits, which is incorporated herein by           
     reference.
     
          b)   Reports on Form 8-K - None.
     
     SIGNATURES
     
          Pursuant to the requirements of the Securities Exchange
     Act of 1934, the Registrant has duly caused this report to
     be signed on its behalf by the undersigned thereunto duly
     authorized.
     
                              NS GROUP, INC.
     
                                
     Date:  May 5, 1998       By:  /s/Clifford R. Borland         
                              Clifford R. Borland
                              Chairman and Chief Executive        
                              Officer
     
     
     Date:  May 5, 1998       By:  /s/John R. Parker              
                              John R. Parker
                              Vice President and Treasurer
     
     
     INDEX TO EXHIBITS
     
     Number                 Description
     
     3.1     Amended and Restated Articles of Incorporation of
     Registrant, filed as Exhibit 3.1 to Amendment No. 1 to
     Registrants' Form S-1 dated January 17, 1995, File No.
     33-56637, and incorporated herein by this reference
     
     3.2    Amended and restated By-Laws of Registrant, dated
     December 4, 1995, filed as Exhibit 3.2 to Company's Form
     10-K for the fiscal year ended September 30, 1995, File No.
     1-9838, and incorporated herein by this reference
     
     27     Financial Data Schedule
     
     27.1   Restated Financial Data Schedule