Exhibit 4.21

               AMENDMENT NO. 1               
                     TO
  REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT

     THIS AMENDMENT NO. 1 ("Amendment") is entered into as
of October 23, 1995, among NEWPORT STEEL CORPORATION, a
corporation organized under the laws of the State of
Kentucky ("Newport"), KOPPEL STEEL CORPORATION, a
corporation organized under the laws of the State of
Pennsylvania ("Koppel"), and IMPERIAL ADHESIVES, INC. a
corporation organized under the laws of the State of Ohio
("Imperial") (each of Newport, Koppel and Imperial a
"Borrower" and, jointly and severally, the "Borrowers"), NS
GROUP, INC., a corporation organized under the laws of the
State of Kentucky ("Holdings"), ERLANGER TUBULAR
CORPORATION, a corporation organized under the laws of the
State of Oklahoma ("Erlanger"), NORTHERN KENTUCKY AIR, INC.,
a corporation organized under the laws of Kentucky ("Air"),
NORTHERN KENTUCKY MANAGEMENT, INC., a corporation organized
under the laws of Kentucky ("Management") (each of Holdings,
Erlanger, Air, and Management, a "Guarantor" and, jointly
and severally, the "Guarantors"), the undersigned financial
institutions and any financial institution that hereafter
becomes a lender hereunder (collectively, the "Lenders"
and individually a "Lender"), THE BANK OF NEW YORK
COMMERCIAL CORPORATION ("BNYCC"), a corporation organized
under the laws of the State of New York, PNC BANK, OHIO,
NATIONAL ASSOCIATION ("PNC"), BNYCC, and PNC as co-agents
for Lenders (BNYCC and PNC in such capacity, the
"Co-Agents") and BNYCC as administrative and collateral
monitoring agent for the Lenders (BNYCC, in such capacity,
the "ACM Agent").

                            BACKGROUND

     Borrowers, Guarantors and Lenders are parties to a
Revolving Credit, Guaranty and Security Agreement dated as
of July 28, 1995 (as amended, supplemented or otherwise
modified from time to time, the "Loan Agreement") pursuant
to which Lenders provided Borrowers with certain financial
accommodations.

     Borrowers have requested that Lenders increase the
letter of credit facility from $6,000,000 to $14,500,000
until May 31, 1996 and Lenders are willing to do so on the
terms and conditions hereafter set forth. 

     NOW, THEREFORE, in consideration of any loan or advance
or grant of credit heretofore or hereafter made to or for
the account of Borrowers by Lenders, and for other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.   Definitions.   All capitalized terms not otherwise
defined herein shall have the meanings given to them in the
Loan Agreement.

     2.   Amendment to Loan Agreement.  Subject to
satisfaction of the conditions precedent set forth in
Section 3 below, the second and third sentences of Section
2.8 of the Loan Agreement are hereby amended in their
entirety to provide as follows:

          "The maximum amount of outstanding Letters of
Credit shall not exceed (1)$14,500,000 until May 31, 1996
and thereafter $6,000,000 for the benefit of Newport or (2)
$2,000,000 for the benefit of Koppel in the aggregate at any
time.  The maximum amount of all outstanding Letters of
Credit shall not exceed $14,500,000 in the aggregrate at any
time on or prior to May 31, 1996 and thereafter shall not
exceed $6,000,000 in the aggregate at any time."

     3.   Conditions of Effectiveness.   This Amendment
shall become effective as of October 23, 1995, when and only
when Agent shall have received five (5) copies of this
Amendment executed by Borrowers and Guarantors and such
other certificates, instruments, documents, agreements and
opinions of counsel as may be required by ACM Agent or its
counsel, each of which shall be in form and substance
satisfactory to ACM Agent and its counsel.

     4.   Representations and Warranties.  Borrowers and
Guarantors hereby represent and warrant as follows:

     (a)  This Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of
Borrowers and Guarantors and are enforceable against
Borrowers and Guarantors in accordance with their respective
terms.

     (b)  Upon the effectiveness of this Amendment,
Borrowers and Guarantors hereby reaffirm all covenants,
representations and warranties made in the Loan Agreement
and agree that all such covenants, representations and
warranties shall be deemed to have been remade as of the
effective date of this Amendment.

     (c)  No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this
Amendment.

     (d)  Neither any Borrower nor any Guarantor has any
defense, counterclaim or offset with respect to the Loan
Agreement.

     5.   Effect on the Loan Agreement.

          (a)  Upon the effectiveness of Section 2 hereof,
each reference in the Loan Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
shall mean and be a reference to the Loan Agreement as
amended hereby.

          (b)  Except as specifically amended herein, the
Loan Agreement, and all other documents, instruments and
agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are
hereby ratified and confirmed.

     (c)  The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power
or remedy of Lender, nor constitute a waiver of any
provision of the Loan Agreement, or any other documents,
instruments or agreements executed and/or delivered under or
in connection therewith.

     6.   Governing Law.  This Amendment shall be binding
upon and inure to the benefit of the parties hereto and
their respective successors and assigns and shall be
governed by and construed in accordance with the laws of the
State of New York.

     7.   Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other
purpose.

     IN WITNESS WHEREOF, this Amendment No.1 has been duly
executed as of the day and year first written above.

    NEWPORT STEEL CORPORATION
    KOPPEL STEEL CORPORATION
    IMPERIAL ADHESIVES, INC.
    NS GROUP, INC.
    ERLANGER TUBULAR CORPORATION
    NORTHERN KENTUCKY AIR, INC.
    NORTHERN KENTUCKY MANAGEMENT, INC.

    By: /s/ John R. Parker                                   
     
    John R. Parker
    Title: Treasurer of each of the foregoing Corporations

    THE BANK OF NEW YORK COMMERCIAL 
    CORPORATION, as Lender, as Co-Agent
    and as ACM Agent

    By: /s/ Daniel J. Murray                                 
    
    Name: Daniel J. Murray
    Title: Vice President

    PNC BANK, OHIO, NATIONAL
    ASSOCIATION, as Lender and as Co-Agent

    By: /s/ David Melin                                      
      
    Name: David Melin
    Title: Assistant Vice President

                   AMENDMENT NO. 2               
                         TO
    REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT

     THIS AMENDMENT NO. 2 ("Amendment") is entered into as
of December 21, 1995, among NEWPORT STEEL CORPORATION, a
corporation organized under the laws of the State of
Kentucky ("Newport"), KOPPEL STEEL CORPORATION, a
corporation organized under the laws of the State of
Pennsylvania ("Koppel"), and IMPERIAL ADHESIVES, INC., a
corporation organized under the laws of the State of Ohio
("Imperial") (each of Newport, Koppel and Imperial a
"Borrower" and, jointly and severally, the "Borrowers"), NS
GROUP, INC., a corporation organized under the laws of the
State of Kentucky ("Holdings"), ERLANGER TUBULAR
CORPORATION, a corporation organized under the laws of the
State of Oklahoma ("Erlanger"), NORTHERN KENTUCKY AIR, INC.,
a corporation organized under the laws of Kentucky ("Air"),
NORTHERN KENTUCKY MANAGEMENT, INC., a corporation organized
under the laws of Kentucky ("Management") (each of Holdings,
Erlanger, Air, and Management, a "Guarantor" and, jointly
and severally, the "Guarantors"), the undersigned financial
institutions and any financial institution that hereafter
becomes a lender under the Loan Agreement (as hereinafter
defined) (collectively, the "Lenders" and individually a
"Lender"), THE BANK OF NEW YORK COMMERCIAL CORPORATION
("BNYCC"), a corporation organized under the laws of the
State of New York, PNC BANK, OHIO, NATIONAL ASSOCIATION
("PNC"), BNYCC, and PNC as co-agents for Lenders (BNYCC and
PNC in such capacity, the "Co-Agents") and BNYCC as
administrative and collateral monitoring agent for the
Lenders (BNYCC, in such capacity, the "ACM Agent").

                      BACKGROUND

     Borrowers, Guarantors and Lenders are parties to a
Revolving Credit, Guaranty and Security Agreement dated as
of July 28, 1995 (as the same has been amended by Amendment
No. 1 thereto and as the same may further be amended,
supplemented or otherwise modified from time to time, the
"Loan Agreement") pursuant to which Lenders provide
Borrowers with certain financial accommodations.

     Borrowers have requested that Lenders amend certain of
the financial covenants in the Loan Agreement and Lenders
are willing to do so on the terms and conditions hereafter
set forth.

     NOW, THEREFORE, in consideration of any loan or advance
or grant of credit heretofore or hereafter made to or for
the account of Borrowers by Lenders, and for other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:

     1.   Definitions.   All capitalized terms not otherwise
defined herein shall have the meanings given to them in the
Loan Agreement.


     2.   Amendment to Loan Agreement.  Subject to
satisfaction of the conditions precedent set forth in
Section 4 below, the Loan Agreement is hereby amended as
follows:

     2.1  Section 1.2 of the Loan Agreement is hereby
amended as follows:

          (a)  the following defined term is hereby amended
in its entirety to provide as follows:

               "Net Worth" at a particular date, shall mean
the aggregate amount of all assets of Holdings on a
Consolidated Basis as may properly be classified as such in
accordance with GAAP consistently applied less(i) the
aggregate amount of all Indebtedness of Holdings on a
Consolidated Basis and (ii) any unrealized gain or loss of
Holdings on a Consolidated Basis resulting from the change
in market value of any capital stock of Kentucky Electric
Steel, Inc., a Delaware corporation.

     2.2. Section 6.5 of the Loan Agreement is hereby
amended in its entirety to provide as follows:

               "Net Worth.  Cause to be maintained at the
end of each fiscal quarter of Holdings, a Net Worth in an
amount not less than $62,000,000."

     2.3. Section 6.7 of the Loan Agreement is hereby
amended in its entirety to provide as follows:

               "6.7 Interest Coverage.  Cause to be
maintained on or about the end of each fiscal quarter of
Holdings an Interest Coverage Ratio equal to or greater than
(a) 1.25 to 1.0 on the last day of (i) the fiscal quarter
ended on or about 12/31/95 computed for the fiscal quarters
ended on or about 12/31/95, 6/30/95, 3/31/95 and 12/31/94,
(ii) the fiscal quarter ended on or about 3/31/96 computed
for the fiscal quarters ended on or about 3/31/96, 12/31/95,
6/30/95 and 3/31/95 and (iii) the fiscal quarter ended on or
about 6/30/96 computed for the fiscal quarters ended on or
about 6/30/96, 3/31/96, 12/31/95 and 6/30/95, and (iv) the
fiscal quarter ended on or about 9/30/96 computed for the
fiscal quarters ended on or about 9/30/96, 6/30/96, 3/31/96
and 12/31/95 and (b) 1.5 to 1.0 on or about the last day of
each fiscal quarter thereafter for the last four fiscal
quarters then ended."
     
     3.   Amendment Fee.  Borrowers shall pay to ACM Agent
for the ratable benefit of Lenders, a $10,000 amendment fee
("Amendment Fee") upon the execution of this Amendment.

     4.   Conditions of Effectiveness.   This Amendment
shall become effective as of December 21, 1995, when and
only when ACM Agent shall have received (i) six (6) copies
of this Amendment executed by Borrowers and Guarantors (ii)
the Amendment  Fee  and (iii) such other certificates,
instruments, documents, agreements and opinions of counsel
as may be required by ACM Agent or its counsel, each of
which shall be in form and substance satisfactory to ACM
Agent and its counsel. 

     5.   Representations and Warranties.  Borrowers and
Guarantors hereby represent and warrant as follows:

     (a)  This Amendment and the Loan Agreement, amended
hereby, constitute legal, valid and binding obligations of
Borrowers and Guarantors and are enforceable against
Borrowers and Guarantors in accordance with their respective
terms.

     (b)  Upon the effectiveness of this Amendment,
Borrowers and Guarantors hereby reaffirm all covenants,
representations and warranties made in the Loan Agreement to
the extent the same are not amended hereby and agree that
all such covenants, representations and warranties shall be
deemed to have been remade as of the effective date of this
Amendment.

     (c)  No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this
Amendment.

     (d)  Neither any Borrower or any Guarantor has any
defense, counterclaim or offset with respect to the Loan
Agreement.

     6.   Effect on the Loan Agreement.

          (a)  Upon the effectiveness of Section 2 hereof,
each reference in the Loan Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import
shall mean and be a reference to the Loan Agreement as
amended hereby.

          (b)  Except as specifically amended herein, the
Loan Agreement, and all other documents, instruments and
agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are
hereby ratified and confirmed.

     (c)  The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power
or remedy of ACM Agent or Lenders, nor constitute a waiver
of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or
delivered under or in connection therewith.

     7.   Governing Law.  This Amendment shall be binding
upon and inure to the benefit of the parties hereto and
their respective successors and assigns and shall be
governed by and construed in accordance with the laws of the
State of New York.

     8.   Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other
purpose.

     9.   Counterparts.  This Amendment may be executed by
the parties hereto in one or more counterparts, each of
which shall be deemed an original and all of which taken
together shall be deemed to constitute one and the same
agreement.

          IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first written above.

      NEWPORT STEEL CORPORATION
      KOPPEL STEEL CORPORATION
      IMPERIAL ADHESIVES, INC.
      NS GROUP, INC.
      ERLANGER TUBULAR CORPORATION
      NORTHERN KENTUCKY AIR, INC.
      ORTHERN KENTUCKY MANAGEMENT, INC.

      By: /s/ John R. Parker                                 
       
      John R. Parker
      Title: Treasurer of each of the foregoing Corporations

      THE BANK OF NEW YORK COMMERCIAL CORPORATION, as       
      Lender, as Co-Agent and as ACM Agent

      By: /s/ Daniel J. Murray                               
      
      Name: Daniel J. Murray
      Title: Vice President

      PNC BANK, OHIO, NATIONAL
      ASSOCIATION, as Lender and as Co-Agent

      By: /s/ David Melin                                    
        
      Name: David Melin
      Title: Assistant Vice President