EXHIBIT 4.20


         MARCH, 1999 AMENDMENT TO CREDIT AGREEMENT


     This March, 1999 Amendment to Credit Agreement (the
"Amendment") is made and entered into as of March 25, 1999,
by and among (i) NS Group, Inc., a Kentucky corporation (the
"Company"), (ii) the several financial institutions from
time to time party to the Credit Agreement (as defined
below) (collectively, the "Banks"), and (iii) Bank of
America National Trust and Savings Association, as agent for
the Banks (the "Agent").  Newport Steel Corporation, a
Kentucky corporation ("Newport"), Koppel Steel Corporation,
a
Pennsylvania corporation ("Koppel"), Erlanger Tubular
Corporation, an Oklahoma corporation ("Erlanger"), and
Imperial Adhesives, Inc., an Ohio corporation ("Imperial")
(Newport, Koppel, Erlanger and Imperial are collectively
referred to herein as the "Guarantor") join in this
Amendment for purposes of Section 10 herein.

                           RECITALS

     A.   The Company, the Banks and the Agent entered into
that certain Credit Agreement dated as of July 31, 1998 (the
"Credit Agreement"), pursuant to which, among other things,
the Banks agreed to make available to the Company loans not
to exceed in the aggregate Fifty Million Dollars
($50,000,000).

     B.   The Company has now requested and the Banks and
the Agent have agreed to certain amendments to the Credit
Agreement, subject to the terms and conditions set forth in
this Amendment.

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements set forth in this
Amendment and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     1.   Definitions.  Each capitalized term used herein,
unless otherwise expressly defined herein, shall have the
meaning ascribed thereto in the Credit Agreement.

     2.   Amendments to Credit Agreement
     
          a) Section 7.05 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:

     "7.05 Limitations on Indebtedness.  The Company shall
not, and shall not suffer or permit any Subsidiary to,
create, incur, assume, suffer to exist, or otherwise become
or remain directly or indirectly liable with respect to, any
Indebtedness, except:

     (a)  Indebtedness incurred pursuant to this Agreement;

     (b)  Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 7.08;

     (c)  Indebtedness existing on the Closing Date and set
forth in Schedule 7.05 and any renewals and refinancings
thereof;

     (d)  the Senior Indebtedness and any renewals and
refinancings thereof; and

     (e)  additional Indebtedness, provided that at the time
of incurrence thereof and after giving effect thereto and to
the application of the proceeds thereof, the Company shall
be in compliance with the financial covenant set forth in
Section 7.14 (b)(ii)."


(b)  Sections 7.14 through 7.17 of the Credit Agreement are
hereby amended and restated to read in their entirety as
follows:

     "7.14 Financial Covenants.

     (a)  If, as of the last day of any fiscal quarter,
commencing with the fiscal quarter ending June 30, 1999, the
Company's Total Cash Balances equal $50,000,000 or more,
then the Company shall not permit its EBITDA for such fiscal
quarter to be less than ($7,500,000).

     (b)  If, as of the last day of any fiscal quarter,
commencing with the fiscal quarter ending June 30, 1999, the
Company's Total Cash Balances equal less than $50,000,000,
then the Company shall observe and comply with the following
financial covenants:

               (i)  The Company shall not, as of the last
day of any fiscal quarter, permit its ratio of (i) Funded
Debt minus Core Cash Balances, to (ii) EBITDA for the four
fiscal quarters ending on such date, to exceed 2.5 to 1.0.

               (ii) The Company shall not, as of the last
day of any fiscal quarter, permit its ratio of (i) EBITDA,
to (ii) Consolidated Net Interest Expense, for the four
fiscal quarters ending on such date, to be less than 2.5 to
1.0.

               (iii) The Company shall not, as of the last
day of any fiscal quarter, permit its ratio of (i) Total
Cash Balances plus Accounts Receivable, to (ii) the
aggregate outstanding principal balance of Revolving Loans
plus the aggregate amount of Letter of Credit Outstandings,
to be less than 1.25 to 1.0.

               (iv) The Company shall not, as of the last
day of any fiscal quarter, permit its Adjusted Net Worth to
be less than the sum of (i) $200 million, plus (ii) an
amount equal to 50% of the net income of the Company and its
Subsidiaries as determined on a consolidated basis in
accordance with GAAP for the four fiscal quarters ending on
such date.

     7.15 (RESERVED)

     7.16 (RESERVED)

     7.17 (RESERVED)

     3.   Conditions Precedent.  The Banks' obligations
under this Amendment shall be subject to the satisfaction of
the following conditions precedent:

          (a) The Company and the Guarantor shall have duly
executed and delivered to the Bank this Amendment and such
other certificates, authorizations, consents, documents,
instruments and/or agreements as the Banks and the Agent, in
their sole discretion, may require.

          (b)  All proceedings taken in connection with the
transactions contemplated by this Amendment shall be
satisfactory to the Banks, the Agent and their counsel.

     4.   Representations and Warranties.  To induce the
Banks and the Agent to enter into this Amendment, the
Company represents, warrants and acknowledges the following:

          (a)  Each of the representations and warranties
given by the Company in the Credit Agreement and Loan
Documents are true and correct in all material respects on
the date hereof, with the same force and effect as though
made on and as of the date hereof.

          (b)  No material adverse change has occurred in
the condition of the Company or the Guarantor, financial or
otherwise, or their respective earnings, affairs or business
prospects, since the date of the most recent financial
statements delivered to the Banks.

          (c)  No Default or Event of Default exists under
the Credit Agreement of any of the Loan Documents.

          (d)  The Company has the power to enter into and
perform this Amendment.  The making and performance of this
Amendment by the Company has been duly authorized by all
necessary corporate action and will not violate any
provision of law or the Company's articles of incorporation
or
bylaws, or result in the breach of, or constitute a default
under, any agreement or instrument to which the Company is a
party or by which it or its properties may be bound or
affected, or result in the creation of any lien, charge or
encumbrance, approval, authorization, declaration, exemption
or other action by, or require notice to any Governmental
Authority or any other person or entity in connection with
the execution, delivery, performance, validity or
enforcement
of this Amendment or any other agreement, instrument or
document to be executed and delivered pursuant hereto.

     5.  Costs and Expenses.  The Company shall pay on
demand
all of the out-of-pocket costs and expenses of the Banks and
the Agent in connection with the preparation, execution,
delivery, administration, enforcement or protection of the
rights of the Banks and the Agent under this Amendment and
the other Loan Documents.

     6.   No Change Not Explicitly Made.  Except as
expressly amended by this Amendment, the Credit Agreement is
and shall be unchanged, and all of the terms provisions,
covenants, agreements, conditions, schedules and exhibits
thereof or thereto shall remain and continue in full force
and effect and are hereby incorporated by reference, and
hereby ratified reaffirmed and confirmed by the Company, the
Banks and the Agent in all respects on and as of the date of
this Amendment.  The Company acknowledges and agrees that
the Loan Documents and all liens, security interest and
pledges granted to the Banks and the Agent prior to the date
hereof, including without limitation, all liens, security
interests and pledges granted to the Agent pursuant to the
Security Agreement, shall remain in full force and effect,
are first priority liens, security interests and pledges,
shall not be diminished, impaired or released as a result
hereof, and shall secure all obligations arising under the
Credit Agreement, this Amendment and the other Loan
Documents and all instruments and agreements executed in
connection herewith.

     7.   Binding Effect.  This Amendment shall be binding
on the successors and assigns of the respective parties.

     8.   Counterparts.  This Amendment may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one
and the same instrument.

     9.   Governing Law.  This Amendment shall be governed
by the laws of the State of Illinois.

     10.  Consent and Reaffirmation of Guarantor.

          (a)  The Guarantor hereby acknowledges that it has
reviewed and understands the terms and provisions of this
Amendment, consents to this Amendment and ratifies,
reaffirms, confirms and restates its obligations under the
Guaranty.

          (b)  To induce the Banks and the Agent to enter
into this Amendment, the Guarantor represents and warrants
that (i) it has the power to enter into and perform this
Amendment; (ii) the making and performance of this Amendment
by the Guarantor has been duly authorized by all necessary
corporate action and will not violate any provision of law
or the Guarantor's articles or certificate of incorporation
or bylaws, or result in the breach of, or constitute a
default under, any agreement or instrument to which the
Guarantor is party or by which it or its properties may be
bound or affected, or result in the creation of any lien,
charge or encumbrance, approval, authorization, declaration,
exemption or other action by, or require notice to any
Governmental Authority or any other person or entity in
connection with the execution, delivery, performance,
validity or enforcement of this Amendment or any other
agreement, instrument or document to be executed and
delivered pursuant hereto.

          IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the day and year
first above written.


                         NS GROUP, INC.

                         By: /s/John R. Parker
                         Title: Vice President and Treasurer


                         BANK OF AMERICA NATIONAL TRUST
                         AND SAVINGS ASSOCIATION, as Agent

                         By: /s/Kristine D. Hyde
                         Title: Agency Officer


                         BANK OF AMERICA NATIONAL TRUST
                         AND SAVINGS ASSOCIATION, as a Bank

                         By: /s/Steven Kessler
                         Title: Senior Vice President


                         NEWPORT STEEL CORPORATION

                         By: /s/John R. Parker
                         Title: Treasurer


                         KOPPEL STEEL  CORPORATION
                         
                         By: /s/John R. Parker
                         Title: Treasurer


                         ERLANGER TUBULAR CORPORATION  

                         By: /s/John R. Parker
                         Title: Treasurer



                         IMPERIAL ADHESIVES, INC.
                      
                         By: /s/ John R. Parker
                         Title: Treasurer