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                                                                     EXHIBIT 3.1



                            ARTICLES OF AMENDMENT TO
                        THE AMENDED AND RESTATED ARTICLES
                                OF INCORPORATION

                                       OF

                                 NS GROUP, INC.


         Pursuant to Section 271B.6-020 of The Kentucky Business Corporation
Act, these Articles of Amendment to the Amended and Restated Articles of
Incorporation of NS Group, Inc. (the "Company") are hereby adopted and are being
delivered to the Kentucky Secretary of State for filing. The information
required by KRS 271B.6-020(4) is as follows:

         FIRST:   The name of the Company is NS Group, Inc.

         SECOND:  These Articles of Amendment amend current ARTICLE IV by
establishing a new series of Junior Participating Preferred Stock. As amended, a
new paragraph (c) shall be added to the end of Article IV, which paragraph (c)
shall read in its entirety as follows:

         (c) Series B Junior Participating Preferred Stock. Of the 2,000,000
shares of Class A Preferred Stock authorized by Article IV, paragraph (b),
1,000,000 shares shall be designated Series B Junior Participating Preferred
Stock (the "Series B Preferred Stock"). Such number of shares may be increased
or decreased by resolution of the Board of Directors; provided that no decrease
shall reduce the number of shares of Series B Preferred Stock to a number less
than that of the shares then outstanding plus the number of shares issuable upon
the exercise of outstanding rights, options, or warrants or upon the conversion
of outstanding securities issued by the Company.

         Section 1. Dividends and Distributions.

         (A) Subject to the rights of the holders of any shares of any series of
preferred stock of the Company ranking prior and superior to the Series B
Preferred Stock with respect to dividends, the holders of shares of Series B
Preferred Stock, in preference to the holders of shares of Common Stock, no par
per share (the "Common Stock', of the Company, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable
in-cash on any regular quarterly dividend payment date as shall be established
by the Board of Directors (each such date being referred to herein as a
"Quarterly Dividend Payment Date', commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series B Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) 51.00 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately



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preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series B Preferred Stock. In the event the Company shall
at any time after November 17, 1998 (the "Rights Declaration Date's declare or
pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of shares of Series B
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         (B) The Company shall declare a dividend or distribution on the Series
B Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of S 1.00 per share on the Series B
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

         (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series B Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series B Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may, in accordance with applicable law, fix
a record date for the determination of holders of shares of Series B Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than such number of days prior to
the date fixed for the payment thereof as may be allowed by applicable law.

         Section 2. Voting Rights. The holders of shares of Series B Preferred
Stock shall have the following voting rights:

         (A) (A) Each share of Series B Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the shareholders of
the Company. In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares





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of Common Stock, then in each such case the number of votes to which holders of
shares of Series B Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         (B) Except as otherwise provided herein or by law, the holders of
shares of Series B Preferred Stock, the holders of shares of Common Stock, and
the holders of shares of any other capital stock of the Company having general
voting rights, shall vote together as one class on all matters submitted to a
vote of shareholders of the Company.

         (C) Except as otherwise set forth herein, and except as otherwise
provided by law, holders of Series B Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.

         Section 3. Certain Restrictions.

         (A) Whenever dividends or distributions payable on the Series B
Preferred Stock as provided in Section 1 are in arrears, thereafter and until
all accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series B Preferred Stock outstanding shall have been paid in full, the
Company shall not:

                  (i) declare or pay dividends on, make any other distributions
         on, or redeem or purchase or otherwise acquire for consideration any
         shares of stock ranking junior (either as to dividends or upon
         liquidation, dissolution or winding up) to the Series B Preferred
         Stock;

                  (ii) declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series B Preferred Stock, except dividends paid ratably on the Series B
         Preferred Stock and all such parity stock on which dividends are
         payable or in arrears in proportion to the total amounts to which the
         holders of all such shares are then entitled;

                  (iii) except as permitted in Section 3(A)(iv) below, redeem or
         purchase or otherwise acquire for consideration shares of any stock
         ranking on a parity (either as to dividends or upon liquidation,
         dissolution or winding up) with the Series B Preferred Stock, provided
         that the Company may at any time redeem, purchase or otherwise acquire
         shares of any such parity stock in exchange for shares of any stock of
         the Company ranking junior (either as to dividends or upon dissolution,
         liquidation or winding up) to the Series B Preferred Stock; and

                  (iv) purchase or otherwise acquire for consideration any
         shares of Series B Preferred Stock, or any shares of stock ranking on a
         parity with the Series B

Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights




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and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

         (B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 3,
purchase or otherwise acquire such shares at such time and in such manner.

         Section 4. Reacquired Shares.

         Any shares of Series B Preferred Stock purchased or otherwise acquired
by the Company in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. The Company shall cause all such shares upon
their cancellation to be authorized but unissued shares of Class A Preferred
Stock that may be reissued as part of a new series of Class A Preferred Stock,
subject to the conditions and restrictions on issuance set forth herein or in
any other Articles of Amendment creating a series of Class A Preferred Stock or
as otherwise required by law.

         Section 5. Liquidation, Dissolution or Winding Up.

         (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock of the Company ranking prior and superior to the Series B
Preferred Stock with respect to liquidation, upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Company, no distribution shall be
made to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series B Preferred Stock
unless, prior thereto, the holders of shares of Series B Preferred Stock shall
have received S 100.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment (the "Series B Liquidation Preference"). Following the payment of
the full amount of the Series B Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series B Preferred
Stock, unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series B Liquidation Preference by (ii) 100 (as
appropriately adjusted as set forth in subparagraph C below to reflect such
events as stock dividends, and subdivisions, combinations and consolidations
with respect to the Common Stock) (such number in clause (ii) being referred to
as the "Adjustment Number"). Following the payment of the full amount of the
Series B Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series B Preferred Stock and Common Stock, respectively,
holders of Series B Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to such
Series B Preferred Stock and Common Stock, on a per share basis, respectively.

         (B) In the event there are not sufficient assets available to permit
payment in full of the Series B Liquidation Preference and the liquidation
preferences of all other series of preferred stock, if any, which rank on a
parity with the Series B Preferred Stock, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event there are not sufficient assets
available to




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permit payment in full of the Common Adjustment, then such remaining assets
shall be distributed ratably to the holders of Common Stock.

         (C) In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         Section 6. Consolidation. Merger, etc.

         In case the Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series B Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged. In the event the Company shall at any time after the
Rights Declaration Date declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of shares of
Series B Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that are outstanding immediately prior to such
event.

         Section 7. Redemption.

         The shares of Series B Preferred Stock shall not be redeemable.

         Section 8. Ranking.

         The Series B Preferred Stock shall rank junior to all other series of
the Company's Class A Preferred Stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.

         Section 9. Fractional Shares.

         Series B Preferred Stock may be issued in fractions of a share which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series B Preferred Stock."



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         THIRD: Notwithstanding the date that these Articles of Amendment to the
Company's Amended and Restated Articles of Incorporation are filed by the
Secretary of State, the date that these Articles of Amendment will be effective
is November 17, 1998.

         FOURTH: These Articles of Amendment were duly adopted by the Company's
Board of Directors at a meeting held on November 5, 1998 without shareholder
approval. Shareholder action was not required.

         IN WITNESS WHEREOF, on behalf of NS Group, Inc., the undersigned has
executed these Articles of Amendment, effective as of the 17th day of November,
1998.



                                               By: /s/ Clifford R. Borland
                                                  ---------------------------
                                               Name:  Clifford R. Borland
                                               Title: President

Attest



By: /s/ Jack W. Mehalko
   -------------------------------
Name:  Jack W. Mehalko
Title: Vice President & Secretary





STATE OF KENTUCKY          )
                           )  SS:
COUNTY OF CAMPBELL         )

         The foregoing instrument was acknowledged before me this fourth day of
November 1998 by Clifford R. Borland, President of NS Group, Inc. a Kentucky
corporation, on behalf of the corporation.




                                            /s/ Susan R. Vaughn
                                            ----------------------------------
                                            Notary Public-State at Large-KY
                                            My Commission expires Sept.3, 2000




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