SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, DC  20549
  
                                                  _______________
  
                                                    SCHEDULE 13G
                                         (Rule 13d-102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED  PURSUANT TO                
              RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED         
                                             PURSUANT TO RULE 13d-2(b)
                                      (Amendment No. 10)(1)
  
                                                    NS GROUP, INC.             
                                                     (Name of Issuer)
  
  
                                           Common Stock, no par value          
                                            (Title of Class of Securities)
  
  
                                                     628916-10-8               
                                                  (CUSIP Number)
  

                                                            12/31/98
                (Date of Event Which Requires Filing of this Statement)

  Check the appropriate box to designate the rule pursuant to which this 
Statement is filed:

     Rule 13d-1(b)
     Rule 13d-1(c)
     Rule 13d-1(d)   X
  
  (1) The remainder of this cover page shall be filled out for
  a reporting person's initial filing on this form with respect
  to the subject class of securities, and for any subsequent
  amendment containing information which would alter the
  disclosures provided in a prior cover page.
  
  The information required in the remainder of this cover page
  shall not be deemed to be "filed" for the purpose of Section
  18 of the Securities Exchange Act of 1934 or otherwise
  subject to the liabilities of that section of the Act but
  shall be subject to all other provisions of the Act (however,
  see the Notes).
  
  
  
  


  CUSIP NO.  628916-10-8         13G          
  
  
  
  1.   NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
  
       Clifford R. Borland
       
  
  
  2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
       
       (a) _____           (b) _____
  
  
  3.   SEC USE ONLY
  
  
  4.   CITIZENSHIP OR PLACE OF ORGANIZATION:  U.S.A.
  
  
  NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
  PERSON WITH:
  
       5.  SOLE VOTING POWER:   2,938,200
  
       6.  SHARED VOTING POWER: 79,500
  
       7.  SOLE DISPOSITIVE POWER: 2,938,200
  
       8.  SHARED DISPOSITIVE POWER: 79,500
  
  
  9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
       PERSON: 3,017,700
  
  
  10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
       CERTAIN SHARES
  
  
  11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  
       13.6%
  
  
  12.  TYPE OF REPORTING PERSON:  IN
  
  
  Item 1(a).  Name of Issuer:  NS Group, Inc.
  
  
  Item 1(b).  Address of Issuer's Principal Executive Offices:
  
              Ninth & Lowell Streets, Newport, Kentucky 41072
   
  
  Item 2(a).  Name of Person Filing:  Clifford R. Borland
  
  
  Item 2(b).  Address of Principal Business Office or, if none,
              residence:  
             
              Ninth & Lowell Streets, Newport, Kentucky  41072
  
  
  Item 2(c).  Citizenship:  U.S.A.
  
  
  Item 2(d).  Title of Class of Securities:  
   
              Common Stock, no par value
  
  Item 2(e).  CUSIP Number:  628916-10-8
  
  
  Item 3.     Not applicable.
              
  
  
  Item 4.     Ownership:
  
              (a)  Amount Beneficially Owned: 3,017,700
              (b)  Percent of Class: 13.6%
              (c)  Number of shares as to which such person     
                   has:
                   (i) sole power to vote or to direct the vote
                       2,938,200
                  (ii) Shared power to vote or to direct the 
                       vote 79,500
                 (iii) sole power to dispose or to direct the 
                       disposition of 2,938,200
                  (iv) shared power to dispose or to direct the
                       disposition of 79,500
  
  
                        
  
   
  Item 5.  Ownership of Five Percent or Less of a Class:
           
           Not applicable
  
  Item 6.  Ownership of More than Five Percent on Behalf of 
           Another Person:  
  
           Not applicable
  
  Item 7.  Identification and Classification of the 
           Subsidiary Which Acquired the Security Being 
           Reported on By the Parent Holding Company:  
  
           Not applicable
  
  Item 8.  Identification and Classification of Members of
           the Group:  
  
           Not applicable
  
  Item 9.  Notice of Dissolution of Group:  
  
           Not applicable
  
  Item 10. Certifications.  Not applicable.
     

  
                         SIGNATURE
  
  
               After reasonable inquiry and to the best of my
               knowledge and belief, I certify that the 
               information set forth in this statement is 
               true, complete and correct.
  
  
               Date:  January 28, 1999
  
  
               Signature:  /s/Clifford R. Borland
  
  
               Name/Title:   Clifford R. Borland
                             Chairman, President  and CEO