SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.   20549


                             FORM 10-Q/A

                           Amendment No. 1


      X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended      March 27, 1999

          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              21,416,874
     (Class)                            (Outstanding at April 30,
                                                 1999)


     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:  July 26, 1999    By:/s/John R. Parker
                             John R. Parker
                             Vice President, Treasurer and
                             Chief Financial Officer
                             (Principal Financial Officer)




                          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
     Registrant's 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 1995, File No. 1-9838, and
     incorporated herein by this reference

     4.20     Credit Agreement between the Company and Bank of
     America National Trust and Savings Association, dated
     July 31, 1998, filed as Exhibit 4.20 to Company's Form
     10-K for the fiscal year ended September 26, 1998, File
     No.1-9838, and incorporated herein by this reference;
     and Amendment No. 1 dated March 25, 1999 filed herewith

     27       Financial Data Schedule (Corrected)