1


Exhibit 10.8


                                    FORM OF
                         CHANGE OF CONTROL SEVERANCE
                                  AGREEMENT


      AGREEMENT  by  and  between  NS  Group,  Inc.,  a  Kentucky
Corporation (the "Company"), and (the "Employee"), dated as of the
____ day of _____, 2000.

     The Company wishes to assure that it will have the continued
dedication  of  the  Employee  notwithstanding  the  possibility,
threat or occurrence of a Change of Control (as defined below) of
the  Company.  The Company believes it is imperative to  diminish
the  inevitable  distraction of the Employee  by  virtue  of  the
personal  uncertainties  and  risks  created  by  a  pending   or
threatened  Change of Control, to encourage the  Employee's  full
attention and dedication to the Company upon a Change of Control,
and to provide the Employee with compensation arrangements upon a
Change  of  Control  which provide the Employee  with  individual
financial security and which are competitive with those of  other
corporations  and, in order to accomplish these  objectives,  the
Company desires to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   Certain Definitions

          (a)  "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 percent 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)  "Agreement  Period"  shall  mean  the  period   as
               defined in Section 2 of this Agreement.

          (c)  "Board  of  Directors"' shall mean  the  Board  of
               Directors of the Company as constituted from  time
               to time.

          (d)  "Change of Control" shall mean:

               (i)  the  direct or indirect sale, lease, exchange
                    or other transfer of all or substantially all
                    of the assets of the Company to any Person or
                    entity or group of Persons or entities acting
                    in  concert  as a partnership or other  group
                    ("Group  of  Persons") other  than  a  Person
                    described in clause (i) of the definition  of
                    Affiliate;

               (ii) 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;

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

               (iv) 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
                    (the "Exchange Act") ("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;

               (v)  a  Person or Group of Persons, together  with
                    any  Affiliates  thereof,  shall  succeed  in
                    having  a  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 (i), (iv)  and
                    (v)  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.

          (e)  "Cause"   for   termination  of   the   Employee's
               employment  shall be defined as (i) commission  by
               Employee  of  any  felony criminal  act,  a  crime
               involving moral turpitude, or a crime of fraud  or
               dishonesty;  (ii)  acts  by Employee  constituting
               gross  negligence  or willful  misconduct  to  the
               detriment of the Company; (iii) conduct  which  is
               detrimental   to  the  reputation,   goodwill   or
               business operation of the Company; (iv) Employee's
               misfeasance  or nonfeasance in the performance  of
               his duties; [or] (v) Employee'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) the Employee's breach of Sections 4, 5, 6, 7,
               or  9 of the Employment Agreement between Employee
               and  Company, or any similar provisions  contained
               in  any  subsequent or successor agreement between
               Employee and Company].

          (f)  "Company"  as used herein includes NS Group,  Inc.
               and any of its subsidiaries and divisions and,  as
               provided by Section 12(b) hereof, any successor.

          (g)  "Date  of Termination" shall be the date on  which
               the Notice of Termination is actually received  by
               the addressee, or alternatively, if the Notice  of
               Termination specifies a date other than  the  date
               of receipt of such notice then that specified date
               shall be the Date of Termination.

          (h)  "Effective  Date"  shall mean the  first  date  on
               which   a  Change  of  Control  occurs;  provided,
               however,  that  if  the Employee's  employment  is
               terminated  by the Company prior to  the  date  on
               which a Change of Control occurs, and the Employee
               can  reasonably demonstrate that such  termination
               by the Company was in contemplation of a Change of
               Control,  then for all purposes of this  Agreement
               the   "Effective  Date"  shall   mean   the   date
               immediately prior to the date of such termination.

          (i)  "Good  Reason"  means:  (i) any  material  adverse
               change  in  compensation  to  the  Employee;  (ii)
               substantial decrease in the nature or scope of the
               Employee's   duties,   responsibilities,   powers,
               authority,   title,  position  or  status;   (iii)
               unreasonable   travel   requirements;   (iv)   any
               relocation  required  on  the  part  of  Employee,
               without  his consent, outside of a 50-mile  radius
               from  his primary residence on the Effective Date;
               or  (v)  material  breach by  the  Company  of  an
               employment,  compensation  or  similar   agreement
               between the Employee and the Company.

          (j)  "Person"   means   any  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) or 14(d) (2) of the Exchange Act.

          (k)  "Voting Power" shall mean the voting power of all
               securities of a Person  then outstanding generally
               entitled to vote for the election of directors of
               the Person (or, where appropriate, for the election
               of persons performing similar functions).

     2.   Agreement Period

      The Company hereby agrees to provide the Employee with  the
protections  and  benefits  enumerated  in  Section  3  of   this
Agreement  for  the period commencing on the Effective  Date  and
ending on the third anniversary of the Effective Date.

     3.   Obligations of the Company Upon Termination

          (a)  Notice of Termination.  Any termination after the Effective
               Date by the Company or by the Employee shall be communicated by
               Notice of Termination, within ten (10) business days after the
               later of the date of employment termination or the date of Change
               of Control, to the other party hereto given in accordance with
               Section 13(c) of this Agreement.  For purposes of this Agreement,
               a "Notice of Termination" means a written notice which (i) sets
               forth in reasonable detail the facts and circumstances claimed to
               provide a basis for termination of the Employee's employment, and
               (ii) if the termination date is other than the date of receipt of
               such notice, specifies the termination date.

          (b)  Termination by the Company for Cause; Termination by the
               Employee for Other Than Good Reason.  If during the Agreement
               Period, the Employee's employment is terminated by the Company
               for Cause, by the Employee other than for Good Reason, or by
               reason of death or disability, this Agreement shall terminate
               without further obligations to the Employee.

          (c)  Termination by the Company other than for Cause; Termination
               by the Employee for Good Reason.  If, during the Agreement
               Period, the Company shall terminate the Employee's employment
               other than for Cause, or the employment of the Employee shall be
               terminated by the Employee for Good Reason, the Employee shall be
               entitled to the following payments and benefits:

               (i)  The  Company shall pay to the Employee  in  a
                    lump  sum  in  cash within thirty  (30)  days
                    after  the  Date of Termination the aggregate
                    of  ______times the amount of the  Employee's
                    base   salary  in  effect  on  the  Date   of
                    Termination  _______times the average  amount
                    of  the Employee's annual bonus payments made
                    in  the  ______years prior  to  the  Date  of
                    Termination, plus a payment equal  to  a  pro
                    rata  portion (based on the whole  number  of
                    months  worked  in  the fiscal  year  by  the
                    Employee  prior  to the Date  of  Termination
                    and,  if applicable performance targets  have
                    not  been  met  on  the Date of  Termination,
                    based  on a reasonable estimate of the amount
                    of  bonus to be earned for the full year)  of
                    the  Employee's annual bonus for the year  of
                    termination.

               (ii) For    ______years   after   the   Date    of
                    Termination,   the  Company  shall   continue
                    providing   medical,   dental,    life    and
                    disability insurance benefits to the Employee
                    in  an  amount equivalent to that which would
                    have  been provided to the Employee  had  the
                    Employee's  employment not  been  terminated.
                    The  Employee shall not be obligated  to  pay
                    higher fees for such benefits than he or  she
                    was  paying, at the Date of Termination.   In
                    the  event it is not possible to provide this
                    continued coverage, the Company shall provide
                    the  Employee  with  a cash  payment  in  the
                    amount necessary for the Employee to purchase
                    equivalent insurance for _____years after the
                    Date of Termination.

               (iii)      Within ten (10) business days after the
                    later  of  the date of employment termination
                    or the date of Change of Control, the Company
                    shall  provide, at no cost to  the  Employee,
                    individual   outside   assistance   for   the
                    Employee  in finding other employment.   Such
                    obligation  may be fulfilled by  the  Company
                    through  the  retention  of  an  outplacement
                    service for use by the Employee.

     4.   Non-Reduction of Termination Benefits

      In  the  event  the  Company's  independent  auditors  (the
"Accounting   Firm")  shall  determine  that   any   payment   or
distribution by the Company to or for the benefit of the Employee
made   pursuant  to  Section  3  of  this  Agreement   would   be
nondeductible  by  the Company for Federal  income  tax  purposes
because  of  Section 280G of the Internal Revenue  Code  of  1986
("Code"), as amended, then the Company shall nonetheless  pay  to
Employee all payments and distributions under Section 3.  If  the
Accounting  Firm  makes such a determination, the  Company  shall
promptly provide the Employee with notice to that effect  with  a
copy of the detailed calculation thereof.  The Employee shall pay
all taxes on all such payments and distributions under Section  3
that  are  imposed  on Employee, including the excise  tax  under
Section 280G of the Code.

     5.   Funding of Grantor Trust

      The Board of Directors of the Company shall have the option
to establish a so-called "Rabbi Trust" upon the occurrence, or in
anticipation, of a Change of Control to secure for  the  Employee
the  benefits  provided pursuant to Section 3 of this  Agreement.
If  the  Board  of Directors elects to do so, the Company  shall,
immediately upon the occurrence of a Change of Control,  make  an
irrevocable contribution to the Rabbi Trust in an amount that  is
sufficient  to  pay  the  Employee the  benefits  to  which  such
Employee  would  be  entitled  pursuant  to  the  terms  of  this
Agreement as of the date on which the Change of Control occurred.

     6.   Non-Exclusivity of Rights

      Nothing  in  this  Agreement shall  prevent  or  limit  the
Employee's  continuing or future participation  in  any  benefit,
bonus, incentive or other plan or program provided by the Company
or any of its affiliated companies and for which the Employee may
qualify, nor shall anything herein limit or otherwise affect such
rights that the Employee may have under any stock option or other
agreements  with the Company.  Amounts which are vested  benefits
or  which the Employee is otherwise entitled to receive under any
plan  or  program of the Company at or subsequent to the Date  of
Termination  shall  be payable in accordance with  such  plan  or
program.

     7.   No Setoff; Cooperation

      The Company's obligation to make the payments provided  for
in  this  Agreement  and  otherwise to  perform  its  obligations
hereunder  shall  not  be affected by any set-off,  counterclaim,
recoupment,  defense or other claim, right or  action  which  the
Company may have against the Employee or others.

     8.   Confidential Information

     Employee  specifically agrees that he will not at any  time,
whether  during his employment or for a period of two  (2)  years
after   such   employment  ends  for  any  reason,  disclose   or
communicate to any third party or use for any purpose (other than
during   his  employment  by  the  Company  for  proper  business
purposes) any secret, proprietary or confidential information, or
trade  secret,  relating  to  the business  of  Company,  or  any
subsidiary  or  affiliate of Company, including business  methods
and  techniques, research data, marketing and sales  information,
customer  lists, know-how, and any other information, process  or
technique  or  information,  customer lists,  know-how,  and  any
other information, process or technique or information concerning
the  business  of  Company,  or any subsidiary  or  affiliate  of
Company,  their  manner and method of operation, their  plans  or
other  data  not disclosed to the general public or known  within
the  industry,  regardless of whether such information  or  trade
secret  was  acquired  prior  to  or  after  execution  of   this
Agreement.

     9.   Non-Solicitation

     Employee shall not, either directly or indirectly, by or for
himself, or as agent of another, or through others as his  agent,
in  any  way seek to induce, bring about, promote, facilitate  or
encourage the discontinuance of or in any way solicit for himself
or  others,  those persons or entities who are employees  of  the
Company,   or  any  subsidiary  or  affiliate  of  the   Company.
[Remedies  for  any breach of this Section 9 will  be  those  set
forth  in  Sections  7 and 8 of the Employment Agreement  between
Employee and the Company.]

     10.  Exclusive Remedy

      The  Employee's  rights to severance benefits  pursuant  to
Section 3 hereof shall apply only in the events specified in this
Agreement  and shall be the Employee's sole and exclusive  remedy
for  any  termination of the Employee's employment by the Company
other  than  for Cause or by the Employee for Good  Reason.   The
payments,  severance benefits and severance protections  provided
to  the Employee pursuant to this Agreement are provided in  lieu
of  any  severance  payments, severance  benefits  and  severance
protections  provided in any employment agreement  or  any  other
plan  or  policy of the Company, except (i) as may  be  expressly
provided in writing under the terms of any plan or policy of  the
Company;  or  (ii) as provided in any Non-Qualified Stock  Option
Agreement  between the Company and the Employee  and  any  Salary
Continuation  Agreement between the Company and the Employee;  or
(iii)  as  may  be  provided in a written agreement  between  the
Company  and  the Employee entered into on or after the  date  of
this  Agreement.  In no event shall the Employee be obligated  to
seek  other  employment  or  take any  other  action  by  way  of
mitigation  of the amounts payable to the Employee under  any  of
the provisions of this Agreement.

     11.  Statement of Intention

     It is the intention of the parties hereto that, prior to the
Effective  Date, this Agreement shall not create  any  rights  or
obligations  in  the  Employee or the  company,  or  require  any
payments by the Company to the Employee.

     12.  Successors

          (a)  The Employee.  This Agreement is personal to the
               Employee and without the prior written consent of
               the Company shall not be assignable by the Employee
               otherwise than by will or the laws of descent and
               distribution.  This Agreement shall inure to the
               benefit of and be enforceable by the Employee's
               legal representatives.

          (b)  The Company.  This Agreement shall inure to the
               benefit of and be binding upon the Company and its
               successors.  The Company will require any successor
               (whether direct or indirect, by purchase, merger,
               consolidation or otherwise) to all or substantially
               all of the business and/or assets of the Company to
               expressly assume and agree to perform this Agreement
               in the same manner and to the same extent that the
               Company would be required to perform it if no such
               succession had taken place.

      As  used  in  this Agreement, "Company" shall  include  any
successor  to  its  business  and/or assets  as  aforesaid  which
assumes and agrees to perform this Agreement by operation of law,
or otherwise.

     13.  Miscellaneous

          (a)  Interpretation.  This Agreement shall be governed by and
               construed in accordance with the laws of the Commonwealth of
               Kentucky, without reference to principles of conflict of laws.
               The captions of this Agreement are not part of the provisions
               hereof and shall have no force or effect.

          (b)  Legal Fees.  In the event of any litigation involving this
               Agreement, and if the Employee is successful in such litigation,
               the Company will reimburse the Employee for all legal fees and
               expenses paid by the Employee in prosecuting or defending such
               litigation.

          (c)  Notices.  All notices and other communications hereunder
               shall be in writing and shall be given by hand delivery to the
               other party or by registered or certified mail, return receipt
               requested, postage prepaid, addressed to the Employee at the
               Employee's address on the payroll records of the Company and to
               the Company as follows:

                         NS Group, Inc.
                         P.O. Box 1670
                         Newport, Kentucky 41072
                         Attention: President

And to such other address as either party shall have furnished to
the   other  in  writing  in  accordance  herewith.   Notice  and
communications shall be effective when actually received  by  the
addressee.

          (d)  Severability.  The invalidity or unenforceability of any
               provision of this Agreement shall not affect the validity or
               enforceability of any other provision of this Agreement.

          (e)  Withholding Taxes.  The Company may withhold from any
               amounts payable under this Agreement such Federal, state or local
               taxes as shall be required to be withheld pursuant to any
               applicable law or regulation.

          (f)  No Waiver.  The failure of the Employee or the Company to
               insist upon strict compliance with any provision hereof shall not
               be deemed to be a waiver of such provision or any other provision
               thereof.

          (g)  Entire Agreement.  This Agreement contains the entire
               understanding of the Company and the Employee with respect to the
               subject matter hereof.  This Agreement may not be amended or
               modified otherwise than by a written agreement executed by the
               parties hereto or their respective successors and legal
               representatives.

          (h)  Dispute /Resolution Procedures.  If any question shall arise
               in regard to the interpretation of any provision of this
               Agreement or as to the rights and obligations of either of the
               parties hereunder, the Employee and a designated representative
               of the Company shall meet to negotiate and attempt to resolve
               such question in good faith.  The Employee and such
               representative may, if they so desire, consult outside experts
               for assistance in arriving at a resolution.  In the event that a
               resolution is not achieved within fifteen (15) days after their
               first meeting, then either party may submit the question for
               final resolution by binding arbitration in accordance with the
               rules and procedures of the American Arbitration Association
               applicable to commercial transactions, and any judgment thereon
               may be entered in any court having jurisdiction thereof.  The
               arbitration shall be held in Covington, Kentucky.  In the event
               of any arbitration, the Employee shall select one arbitrator, the
               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.

      IN  WITNESS  WHEREOF,  the Employee and  the  Company  have
executed  this  Agreement  as of the day  and  year  first  above
written.

I  HAVE  READ  THIS  CHANGE OF CONTROL SEVERANCE  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.

                              Employee:



__________________________________________

                              Company:

                              NS GROUP, INC.



By:_______________________________________




                  SCHEDULE   OF   DOCUMENTS OMITTED

The  following agreements are substantially identical to the Form
of  Change of Control Severance Agreement shown here, except  for
the identity of the employee, dates of execution and, except that
under  paragraph 3. (c) (i), Messrs. C.R. Borland, Robichaud  and
Beible's payment would be the aggregate of three times the amount
his  then current base salary and three times the average  amount
of   his  bonus  payments  in  the  prior  five  years.   Messrs.
Depenbrock and Golatzki's payment would be the aggregate  of  two
times  the amount of their then current base salary and two times
the  average  amount of their bonus payments in  the  prior  five
years.   These  documents are not filed as separate documents  in
accordance with Exchange Act rule 12b-31.

Employee:

Clifford R. Borland
Rene J. Robichaud
William W. Beible, Jr.
Thomas J. Depenbrock
Thomas L. Golatzki