<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2002


                          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 No.)


                 530 WEST NINTH STREET, NEWPORT, KENTUCKY 41071
                    (Address of principal executive offices)

        Registrant's telephone number, including area code (859) 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
                                      ---   ---

At April 30, 2002, there were 20,647,054 shares outstanding of the Company's
common stock.






<PAGE>


                                 NS GROUP, INC.

                                      INDEX



                                                                       Page No.
                                                                       --------

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Statements of Operations.................   3
         Condensed Consolidated Balance Sheets...........................   4
         Condensed Consolidated Statements of Cash Flows.................   5
         Notes to Financial Statements...................................   6

Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations..........................  16

Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk..................................................  23



PART II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.............  23

Item 6.  Exhibits and Reports on Form 8-K................................  24



                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 NS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (In thousands, except per share amounts) (Unaudited)


<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                    March 31,
                                                                2002         2001
                                                              --------     --------

<S>                                                           <C>          <C>
Net sales                                                     $ 38,848     $ 82,114
Cost of products sold                                           47,081       74,717
                                                              --------     --------
          Gross profit (loss)                                   (8,233)       7,397
Selling, general and administrative expenses                     4,322        5,625
Restructuring charges                                                -       55,585
                                                              --------     --------
          Operating loss                                       (12,555)     (53,813)
Other income (expense)
   Investment income                                               751          838
   Interest expense                                             (2,596)      (2,522)
   Other, net                                                       93        1,099
                                                              --------     --------
          Loss before income taxes and extraordinary items     (14,307)     (54,398)
Provision (benefit) for income taxes                                 -            -
                                                              --------     --------
          Loss before extraordinary items                      (14,307)     (54,398)
Extraordinary items, net of income taxes                             -          (59)
                                                              --------     --------
          Net loss                                            $(14,307)    $(54,457)
                                                              ========     ========

Per common share - basic and diluted
          Net loss before extraordinary items                 $  (0.69)    $  (2.60)
          Extraordinary items, net of income taxes                   -            -
                                                              --------     --------
          Net loss                                            $  (0.69)    $  (2.60)
                                                              ========     ========

Weighted average shares outstanding
          Basic and diluted                                     20,646       20,948
</TABLE>


See accompanying notes to financial statements.





                                       3
<PAGE>
                                 NS GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                           (In thousands) (Unaudited)


                                                        March 31,   December 31,
                                                          2002         2001
                                                        ---------   -----------
ASSETS
Current assets
      Cash                                              $   2,729     $   2,038
      Short-term investments                               67,879        72,818
      Accounts receivable, net                             19,894        23,161
      Inventories                                          61,952        55,329
      Operating supplies                                    8,481        10,033
      Deferred tax assets                                   3,015         3,015
      Other current assets                                    132           132
                                                        ---------     ---------
          Total current assets                            164,082       166,526

Property, plant and equipment, net                         57,827        60,196
Long-term investments                                      12,157        16,833
Other assets                                                6,031         5,482
Assets held for sale                                       11,584        11,447
                                                        ---------     ---------

          Total assets                                  $ 251,681     $ 260,484
                                                        =========     =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
      Accounts payable                                  $  20,479     $  14,303
      Accrued liabilities                                  18,006        19,205
      Accrued restructuring liabilities                     6,228         6,295
      Current portion of long-term debt                        34            33
                                                        ---------     ---------
          Total current liabilities                        44,747        39,836

Long-term debt                                             68,243        68,070
Deferred taxes                                              3,203         3,203
Other long-term liabilities                                 5,718         5,713
                                                        ---------     ---------
          Total liabilities                               121,911       116,822
                                                        ---------     ---------

Shareholders' equity
      Common stock, no par value                          282,935       282,928
      Treasury stock                                      (35,572)      (35,578)
      Common stock options and warrants                       666           635
      Accumulated other comprehensive loss                   (469)         (842)
      Accumulated deficit                                (117,790)     (103,481)
                                                        ---------     ---------
          Total shareholders' equity                      129,770       143,662
                                                        ---------     ---------

          Total liabilities and shareholders' equity    $ 251,681     $ 260,484
                                                        =========     =========


See accompanying notes to financial statements.


                                       4
<PAGE>

                                 NS GROUP, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands) (Unaudited)

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March 31,
                                                                 2002         2001
                                                               --------     --------

<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                         $(14,307)    $(54,457)
     Adjustments to reconcile net income (loss)
          to net cash flows from operating activities:
          Depreciation and amortization                           2,805        5,400
          Amortization of debt discount and finance costs           302          297
          Restructuring charges including asset impairments           -       42,846
          (Gains) losses on sales of securities                    (107)         509
     Changes in operating assets and liabilities
          Accounts receivable, net                                3,267        3,125
          Inventories                                            (6,623)      (9,136)
          Other current assets                                    1,552          708
          Accounts payable                                        6,176       13,631
          Accrued liabilities                                    (1,331)         763
          Restructuring liabilities                                 (67)      12,739
                                                               --------     --------
               Net cash flows from operating activities          (8,333)      16,425
                                                               --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES
          Purchases of property, plant and equipment               (404)        (352)
          Net sales and maturities of long-term investments       5,155        2,717
          Changes in other assets                                   (27)        (116)
                                                               --------     --------
               Net cash flows from investing activities           4,724        2,249
                                                               --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES
          Repayments of long-term debt                               (8)        (927)
          Payment of financing costs                               (642)           -
          Proceeds from issuance of common stock                     11          134
                                                               --------     --------
               Net cash flows from financing activities            (639)        (793)
                                                               --------     --------

Net increase (decrease) in cash and
          short-term investments                                 (4,248)      17,881
Cash and short-term investments at beginning of period           74,856       45,151
                                                               --------     --------

Cash and short-term investments at end of period               $ 70,608     $ 63,032
                                                               ========     ========

Cash paid for:
          Interest                                             $  4,645     $  4,712
          Income taxes                                         $      -     $      -
</TABLE>




                                       5
<PAGE>


                                 NS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
NS Group, Inc. and its wholly-owned subsidiaries (collectively referred to as
"the Company"). Subsidiaries are Newport Steel Corporation (Newport), Koppel
Steel Corporation (Koppel), Erlanger Tubular Corporation (Erlanger), and
Northern Kentucky Management, Inc. All significant intercompany balances and
transactions have been eliminated.

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the interim period are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. Reference should be made to NS Group, Inc.'s Annual
Report to Shareholders included in our Form 10-K for the year ended December 31,
2001 for additional footnote disclosure, including a summary of significant
accounting policies.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make certain estimates
and assumptions that affect the amounts reported in the condensed consolidated
financial statements and accompanying notes. Actual results could differ from
those estimates.

         Certain prior period amounts have been reclassified to conform to the
current period presentation.

         EARNINGS PER SHARE

         Basic earnings per share are computed by dividing net income (loss) by
the weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution from securities that could
result in additional common shares being issued which, for the Company, are
comprised of stock options and warrants only.

         Securities that could potentially result in dilution of basic EPS
through the issuance of 2.2 million and 2.4 million shares of the Company's
common stock were not included in the computation of diluted EPS for the
three-month periods ended March 31, 2002 and 2001, respectively, because they
were antidilutive.


                                       6
<PAGE>

NOTE 2:  RESTRUCTURING CHARGES

         During the quarter ended March 31, 2001, the Company implemented
certain restructuring initiatives involving certain operations of its
businesses. The Company discontinued the manufacturing of hot-rolled coils by
closing its melt shop and hot strip mill operations at its welded tubular
facilities in Wilder, Kentucky. In addition, the Company decided to exit the
special bar quality (SBQ) business by June 30, 2001, which was operated from its
Koppel, Pennsylvania facility.

         As a result of these decisions, the Company recorded charges of $56.2
million, which included approximately $42.4 million of asset impairment losses
resulting from the write-down of the net book value of machinery, equipment and
related spare parts inventories to be sold. The asset impairment losses were
determined based upon an independent outside appraisal. Other non-cash charges
included the write-down of inventories of SBQ finished goods, spare parts and
operating supplies. A $0.6 million write-down of the SBQ inventory is included
in costs of products sold as required by accounting pronouncements.

         Following is a summary of the accrued restructuring liabilities and
activity for the three months ended March 31, 2002:

                                                      Facility
         (In thousands)                   Employee    closing
                                         separation    costs      Total
                                    -------------------------------------------

         Balance, December 31, 2001       $   155     $ 6,140     $ 6,295

         Cash payments                         (1)        (66)        (67)

         Accruals (reversals)                   -           -           -
                                          -------     -------     -------

         Balance, March 31, 2002          $   154     $ 6,074     $ 6,228
                                          =======     =======     =======


         The remaining estimated facility closing costs, consisting of operating
contract cancellation and environmental remediation costs, are expected to be
paid in 2002. The remaining liability for employee separation is for continuing
employee benefits. The assets of the closed operations, consisting of machinery
and equipment, related raw materials, spare parts and supply inventories, are
classified as Assets Held for Sale on the Company's March 31, 2002 consolidated
balance sheet. An independent broker is actively marketing the assets but there
were no sales of these assets in the quarter ended March 31, 2002.

NOTE 3:   OTHER INCOME, NET

         In the quarter ended March 31, 2001, the Company received a claim
settlement pertaining to purchases of electrodes in the years from 1992 to 1997.
The settlement increased Other, net by $1.1 million, or $.05 per diluted share,
for the quarter.


                                       7
<PAGE>

NOTE 4:   EXTRAORDINARY CHARGE

         During the quarter ended March 31, 2001, the Company purchased $0.9
million in principal amount of its 13.5% Senior Secured Notes in an open market
transaction. In connection with the purchase of the notes, the Company recorded
an extraordinary charge of $0.1 million for the premium incurred and write-off
of associated original discount and deferred finance charges.

NOTE 5:   COMPREHENSIVE INCOME

         The Company's other comprehensive income consists of unrealized gains
and losses on available-for-sale securities. Comprehensive income for the
periods was as follows:



                                                 Three Months Ended
(In thousands)                                       March 31,
                                               2002              2001
                                         -------------     -------------

Net income (loss)                           $ (14,307)        $ (54,457)
Unrealized gains (losses)                         373               867
                                         -------------     -------------

Comprehensive income (loss)                 $ (13,934)        $ (53,590)
                                         =============     =============


NOTE 6:   BUSINESS SEGMENT INFORMATION

         In recent prior periods, the Company operated and reported its results
in two reportable segments. The Company's Energy Products segment consists
primarily of (i) welded and seamless tubular goods used primarily in oil and
natural gas drilling and production operations (oil country tubular goods, or
OCTG); and (ii) line pipe used in the transmission of oil, natural gas and other
fluids. The Company's Industrial Products segment consisted of SBQ products used
primarily in the manufacture of heavy industrial equipment. As mentioned in Note
2, the Company exited the SBQ products business as of June 30, 2001, and since
that time has reported its results in a single reportable segment.

         The Energy Products segment reflects the aggregation of two business
units which have similar products and services, manufacturing processes,
customers and distribution channels and is consistent with both internal
management reporting and resource and budgetary allocations. An Energy Products
customer accounted for 16% of the segment's sales for the quarter ended March
31, 2002 and two Energy Products customers each accounted for 17% of the
segment's sales in the quarter ended March 31, 2001.


                                       8
<PAGE>



         The following table contains selected segment financial information for
the three months ended March 31, 2002 and 2001. Reference is made to Note 2
concerning the Company's restructuring initiatives implemented in the March 31,
2001 quarter.



<TABLE>
<CAPTION>
(In thousands)                         Energy         Industrial
                                      Products         Products      Corporate        Total
                                      --------         --------      ---------        -----

<S>                                    <C>           <C>          <C>            <C>
March 31, 2002
------------------------------------
      Net sales                        $  38,848     $       -    $        -     $  38,848
      Operating loss                     (10,966)            -        (1,589)      (12,555)
      Assets                             162,851         1,186        87,644       251,681
      Depreciation and amortization        2,773             -            32         2,805
      Capital expenditures                   404             -             -           404

March 31, 2001
------------------------------------
      Net sales                        $  76,126     $   5,988           $ -     $  82,114

      Operating income (loss)
        before restructuring items     $   6,858     $  (2,733)    $  (1,714)    $   2,411

            Inventory mark-down                -          (639)            -          (639)
            Restructuring charges        (44,499)       (9,486)       (1,600)      (55,585)
                                       ---------     ---------     ---------     ---------
      Operating income (loss)          $ (37,641)    $ (12,858)    $  (3,314)    $ (53,813)
                                       ---------     ---------     ---------     ---------

      Assets                           $ 193,453     $   7,428     $  91,115     $ 291,996
      Depreciation and amortization        4,428           941            31         5,400
      Capital expenditures                   352             -             -           352
</TABLE>


NOTE 7:  INVENTORIES

         Inventories consist of the following:



                                              March 31,      December 31,
(In thousands)                                  2002             2001
                                          --------------    -------------

Raw materials                                   $19,200          $ 9,358
Semi-finished and finished products              42,752           45,971
                                          --------------    -------------

                                                $61,952          $55,329
                                          ==============    =============





                                       9
<PAGE>



NOTE 8:  CREDIT FACILITY

         The Company has entered into a new five-year revolving credit facility
in March 2002 that provides up to $50.0 million under a borrowing formula which
is based upon eligible inventory and accounts receivable, subject to certain
reserves and satisfaction of certain conditions to the initial and each
subsequent draw under the facility. Interest rates on the facility vary
according to the amount of loans outstanding and range from the prime rate plus
0.50% to prime plus 1.25% with respect to domestic rate loans, and from the
LIBOR rate plus 2.00% to LIBOR plus 2.75% with respect to LIBOR rate loans. The
facility contains various representations and warranties and operating and other
covenants, however, there are no financial covenants under the facility. There
have been no borrowings under the facility. The facility and is secured by a
first priority lien in all inventory, accounts receivable and certain
intangibles of the Company.

NOTE 9:  COMMITMENTS AND CONTINGENCIES

         The Company has various commitments for the purchase of materials,
supplies and energy arising in the ordinary course of business.

         Legal Matters

         The Company is subject to various claims, lawsuits and administrative
proceedings arising in the ordinary course of business with respect to workers'
compensation, health care and product liability coverages (each of which is
self-insured to certain levels), as well as commercial and other matters. The
Company accrues for the cost of such matters when the incurrence of such costs
is probable and can be reasonably estimated. Based upon its evaluation of
available information, management does not believe that any such matters will
have, individually or in the aggregate, a material adverse effect upon the
Company's consolidated financial position, results of operations or cash flows.

         Environmental Matters

         The Company is subject to federal, state and local environmental laws
and regulations, including, among others, the Resource Conservation and Recovery
Act (RCRA), the Clean Air Act, the 1990 Amendments to the Clean Air Act and the
Clean Water Act, and all regulations promulgated in connection therewith. Such
laws and regulations include those concerning the discharge of contaminants as
air emissions or wastewater effluents and the disposal of solid and/or hazardous
wastes such as electric arc furnace dust. As such, the Company is from time to
time involved in administrative and judicial proceedings and administrative
inquiries related to environmental matters.

         In late 2001, the U.S. Environmental Protection Agency (EPA) designated
Imperial Adhesives, Inc., a former subsidiary of the Company, as one of a number
of potentially responsible parties (PRPs) under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) at an environmental
remediation site. The EPA has contended that any company linked to a CERCLA site
is potentially liable for costs under the legal doctrine of joint and several
liability. This environmental remediation site involves a municipal waste
disposal facility owned and operated by an independent operator. A preliminary
study of the site is in its early stages. Consequently, it is too early to
determine the Company's liability exposure. The Company believes, however, that
the reasonably foreseeable resolution of this matter will not have a material



                                       10
<PAGE>

adverse effect upon the Company's consolidated financial position, results of
operations or cash flows.

         The Company operates a steel mini-mill that produces dust that contains
lead, cadmium and chromium, and is classified as a hazardous waste. Dust
produced by its electric arc furnace is collected through emission control
systems and recycled at EPA-approved facilities.

         The Company believes that it is currently in compliance in all material
respects with all applicable environmental regulations. The Company cannot
predict the level of required capital expenditures or operating costs that may
result from future environmental regulations.

         Capital expenditures for the next twelve months relating to
environmental control facilities are expected to be approximately $0.5 million.
New or revised environmental regulations and laws or new information or
developments with respect to the Company's operating facilities could influence
such expenditures.

         Based upon its evaluation of available information, management does not
believe that any of the Company's environmental contingency matters will have,
individually or in the aggregate, a material adverse effect upon the Company's
consolidated financial position, results of operations or cash flows. However,
the Company cannot predict with certainty that new information or developments
with respect to its environmental contingency matters, individually or in the
aggregate, will not have a material adverse effect on the Company's consolidated
financial position, results of operations or cash flows.

NOTE 10:   SUPPLEMENTARY INFORMATION - CONDENSED CONSOLIDATING FINANCIAL
           STATEMENTS

         The Company's senior secured notes are unconditionally guaranteed in
full, jointly and severally, by each of the Company's subsidiaries (Subsidiary
Guarantors), each of which is wholly owned. Set forth below are the condensed
consolidating financial statements of NS Group, Inc. including the Subsidiary
Guarantors. The Subsidiary Guarantors include (Newport, Koppel, Erlanger and
Northern Kentucky Management, Inc.). Separate financial statements and other
disclosures relating to the Guarantor Subsidiaries have not been presented
because management has determined that this information would not be material.

         The following unaudited condensed consolidating financial statements
present the results of operations, financial position and cash flows of (a) NS
Group, Inc. (Parent), reflecting investments in its consolidated subsidiaries
under the equity method of accounting, (b) the guarantor subsidiaries of the
Parent and (c) the eliminations necessary to arrive at the information for the
Parent on a consolidated basis. Income tax expense (benefit) is allocated among
the consolidating entities based upon taxable income (loss) within the
companies. These condensed consolidating financial statements should be read in
conjunction with the accompanying condensed consolidated financial statements of
NS Group. All significant intercompany accounts and transactions have been
eliminated.



                                       11
<PAGE>


                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Operations

<TABLE>
<CAPTION>
Three Months Ended March 31, 2002
---------------------------------------------------
                                                                    Guarantor
(In thousands)                                       Parent        Subsidiaries     Eliminations    Consolidated
                                                     ------        ------------     ------------    ------------

<S>                                                 <C>              <C>              <C>             <C>
Net sales                                           $      -         $ 38,848         $      -        $ 38,848
Costs of products sold                                     -           47,081                -          47,081
                                                    --------         --------         --------        --------
      Gross profit (loss)                                  -           (8,233)               -          (8,233)
Selling, general and administrative expenses               -            4,322                -           4,322
                                                    --------         --------         --------        --------
      Operating loss                                       -          (12,555)               -         (12,555)
Other income (expense)
      Equity in earnings of subsidiaries             (10,788)               -           10,788               -
      Investment income                                  707               44                -             751
      Interest expense                                (2,593)              (3)               -          (2,596)
      Other income, net                                   70               23                -              93
      Intercompany interest, net                       4,107           (4,107)               -               -
                                                    --------         --------         --------        --------
Income (loss) before income taxes                     (8,497)         (16,598)          10,788         (14,307)
Provision (benefit) for income taxes                   5,810           (5,810)               -               -
                                                    --------         --------         --------        --------
Net income (loss)                                   $(14,307)        $(10,788)        $ 10,788        $(14,307)
                                                    ========         ========         ========        ========

<CAPTION>

Three Months Ended March 31, 2001
---------------------------------------------------
                                                                    Guarantor
 (In thousands)                                      Parent        Subsidiaries     Eliminations    Consolidated
                                                     ------        ------------     ------------    ------------

<S>                                                 <C>              <C>              <C>             <C>
Net sales                                           $      -         $ 82,114         $      -        $ 82,114
Cost of products sold                                      -           74,717                -          74,717
                                                    --------         --------         --------        --------
      Gross profit                                         -            7,397                -           7,397
Selling, general and administrative expenses               -            5,625                -           5,625
Restructuring charges                                  1,600           53,985                -          55,585
                                                    --------         --------         --------        --------
        Operating loss                                (1,600)         (52,213)               -         (53,813)

Other income (expense)
      Equity in earnings of subsidiaries             (36,469)               -           36,469               -
      Investment income                                  805               33                -             838
      Interest expense                                (2,519)              (3)               -          (2,522)
      Other income, net                                    -            1,099                -               -
      Intercompany interest, net                       5,022           (5,022)               -               -
                                                    --------         --------         --------        --------
Income (loss) before income taxes                          -
           and extraordinary items                   (34,761)         (56,106)          36,469         (54,398)
Provision (benefit) for income taxes                  19,637          (19,637)               -               -
                                                    --------         --------         --------        --------
Income (loss) before extraordinary items             (54,398)         (36,469)          36,469         (54,398)
Extraordinary items, net of income taxes                 (59)               -                -             (59)
                                                    --------         --------         --------        --------
        Net income (loss)                           $(54,457)        $(36,469)        $ 36,469        $(54,457)
                                                    ========         ========         ========        ========
</TABLE>


                                       12
<PAGE>




                                 NS Group, Inc.
                 Unaudited Condensed Consolidating Balance Sheet
                                 March 31, 2002

March 31, 2002

<TABLE>
<CAPTION>
                                                                    Guarantor
(In thousands)                                       Parent        Subsidiaries     Eliminations   Consolidated
                                                     ------        ------------     ------------   ------------

<S>                                                 <C>              <C>                   <C>        <C>
Cash and investments                                $ 68,021         $  2,587         $       -       $ 70,608
Accounts receivable                                      499           19,395                 -         19,894
Inventories                                                -           61,952                 -         61,952
Other current assets                                   3,961            7,667                 -         11,628
                                                    --------         --------          --------       --------
       Total current assets                           72,481           91,601                 -        164,082

Property, plant & equipment                                -          195,513                 -        195,513
Accumulated depreciation                                   -         (137,686)                -       (137,686)
Long-term investments                                 11,837              320                 -         12,157
Investment in subsidiaries                           (70,879)               -            70,879              -
Intercompany, net                                    195,004                -          (195,004)             -
Other assets                                           3,326            2,705                 -          6,031
Assets held for sale                                       -           11,584                 -         11,584
                                                    --------         --------          --------       --------
       Total assets                                 $211,769         $164,037         $(124,125)      $251,681
                                                    ========         ========         =========       ========

Accounts payable                                    $      -         $ 20,479         $       -       $ 20,479
Accrued liabilities and other                          5,342           12,664                 -         18,006
Accrued restructuring liabilities                          -            6,228                 -          6,228
Current portion of long-term debt                          -               34                 -             34
                                                    --------         --------          --------       --------
       Total current liabilities                       5,342           39,405                 -         44,747
Long-term debt                                        67,736              507                 -         68,243
Intercompany,net                                           -          195,004          (195,004)             -
Deferred taxes                                         3,203                -                 -          3,203
Other long-term liabilities                            5,718                -                 -          5,718
Common shareholders' equity                          129,770          (70,879)           70,879        129,770
                                                    --------         --------         ---------       --------
       Total liabilities and
         shareholders' equity                       $211,769         $164,037         $(124,125)      $251,681
                                                    ========         ========         =========       ========
</TABLE>


                                       13
<PAGE>

                                 NS Group, Inc.
                 Unaudited Condensed Consolidating Balance Sheet
                                December 31, 2001

<TABLE>
<CAPTION>
                                                                    Guarantor
(In thousands)                                       Parent        Subsidiaries     Eliminations    Consolidated
                                                     ------        ------------     ------------    ------------
<S>                                                 <C>              <C>              <C>             <C>
Cash and investments                                $ 72,206         $  2,650         $       -       $ 74,856
Accounts receivable                                      655           22,506                 -         23,161
Inventories                                                -           55,329                 -         55,329
Other current assets                                   4,696            8,484                 -         13,180
                                                    --------         --------         ---------       --------
       Total current assets                           77,557           88,969                 -        166,526

Property, plant & equipment                                -          194,407                 -        194,407
Accumulated depreciation                                   -         (134,211)                -       (134,211)
Long-term investments                                 16,669              164                 -         16,833
Investment in subsidiaries                           (60,247)               -            60,247              -
Intercompany, net                                    191,363                -          (191,363)             -
Other assets                                           2,777            2,705                 -          5,482
Assets held for sale                                       -           11,447                 -         11,447
                                                    --------         --------         ---------       --------
       Total assets                                 $228,119         $163,481         $(131,116)      $260,484
                                                    ========         ========         =========       ========

Accounts payable                                    $    265         $ 14,038         $       -       $ 14,303
Accrued liabilities and other                          7,722           11,483                 -         19,205
Accrued restructuring liabilities                          -            6,295                 -          6,295
Current portion of long-term debt                          -               33                 -             33
                                                    --------         --------         ---------       --------
       Total current liabilities                       7,987           31,849                 -         39,836
Long-term debt                                        67,554              516                 -         68,070
Intercompany,net                                           -          191,363          (191,363)             -
Deferred taxes                                         3,203                -                 -          3,203
Other long-term liabilities                            5,713                -                 -          5,713
Common shareholders' equity                          143,662          (60,247)           60,247        143,662
                                                    --------         --------         ---------       --------
       Total liabilities and
        shareholders' equity                        $228,119         $163,481         $(131,116)      $260,484
                                                    ========         ========         =========       ========
</TABLE>


                                       14
<PAGE>

                                 NS Group, Inc.
            Unaudited Condensed Consolidating Statement of Cash Flows


<TABLE>
<CAPTION>
Three Months Ended March 31, 2002
-----------------------------------------------
                                                                            Guarantor
(In thousands)                                                 Parent      Subsidiaries     Eliminations    Consolidated
                                                            -------------  -------------   --------------  ---------------

<S>                                                             <C>             <C>           <C>                <C>
Net cash flows from operating activities                        $ (8,682)       $   349              $ -         $ (8,333)
                                                            -------------  -------------   --------------  ---------------

Purchases of property, plant & equipment                               -           (404)               -             (404)
Net long-term investment activity                                  5,155              -                -            5,155
Change in other assets                                               (27)             -                -              (27)
                                                            -------------  -------------   --------------  ---------------
         Net cash from investing activities                        5,128           (404)               -            4,724
                                                            -------------  -------------   --------------  ---------------

Repayments of long term debt                                           -             (8)               -               (8)
Payment of financing costs                                          (642)             -                -             (642)
Proceeds from issuance of common stock                                11              -                -               11
                                                            -------------  -------------   --------------  ---------------
         Net cash from financing activities                         (631)            (8)               -             (639)
                                                            -------------  -------------   --------------  ---------------

Net decrease in cash and short-term investments                   (4,185)           (63)               -           (4,248)
Cash and short-term investments -                                                                      -
     Beginning of period                                          72,206          2,650                -           74,856
                                                            -------------  -------------   --------------  ---------------
     End of period                                              $ 68,021        $ 2,587              $ -         $ 70,608
                                                            =============  =============   ==============  ===============

Cash paid during the period for:
     Interest                                                   $  4,642        $     3                          $  4,645
     Income taxes                                               $      -        $     -                          $      -

<CAPTION>

Three Months Ended March 31, 2001
-----------------------------------------------
                                                                            Guarantor
(In thousands)                                                 Parent      Subsidiaries    Eliminations     Consolidated
                                                            -------------  -------------   --------------  ---------------

<S>                                                             <C>             <C>                  <C>         <C>
Net cash flows from operating activities                        $ 15,975        $   450              $ -         $ 16,425
                                                            -------------  -------------   --------------  ---------------

Purchases of property, plant & equipment                               -           (352)               -             (352)
Net long-term investment activity                                  2,717              -                -            2,717
Change in other assets                                              (116)             -                -             (116)
                                                            -------------  -------------   --------------  ---------------
         Net cash from investing activities                        2,601           (352)               -            2,249
                                                            -------------  -------------   --------------  ---------------

Repayments of long-term debt                                        (890)           (37)               -             (927)
Proceeds from issuance of common stock                               134              -                -              134
                                                            -------------  -------------   --------------  ---------------
         Net cash from financing activities                         (756)           (37)               -             (793)
                                                            -------------  -------------   --------------  ---------------

Net increase in cash and short-term investments                   17,820             61                -           17,881
Cash and short-term investments -
     Beginning of period                                          42,543          2,608                -           45,151
                                                            -------------  -------------   --------------  ---------------
     End of period                                              $ 60,363        $ 2,669              $ -         $ 63,032
                                                            =============  =============   ==============  ===============

Cash paid during the period for:
     Interest                                                   $  4,708        $     4                          $  4,712
     Income taxes                                               $      -        $     -                          $      -
</TABLE>








                                       15
<PAGE>


                                 NS GROUP, INC.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

         We make forward-looking statements in this report which represent our
expectations or beliefs about future events and financial performance. You can
identify these statements by forward-looking words such as "expect", "believe",
"anticipate", "goal", "plan", "intend", "estimate", "may", "will", or similar
words. Forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions, including:

         -  world-wide and domestic supplies of and demand for natural gas and
            oil;
         -  fluctuations in industry-wide inventory levels;
         -  domestic and foreign competitive pressures;
         -  the level of imports and the presence or absence of governmentally
            imposed trade restrictions;
         -  steel coil and steel scrap price volatility;
         -  manufacturing efficiencies;
         -  costs of compliance with environmental regulations;
         -  asserted and unasserted claims;
         -  general economic conditions; and
         -  other risks and uncertainties described under "Risk Factors"
            included in Exhibit 99.1 of the Company's Form 10-K for its year
            ended December 31, 2001.

         In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this report might not occur. In addition,
actual results could differ materially from those suggested by the
forward-looking statements. Accordingly, you should not place undue reliance on
the forward-looking statements. We undertake no obligation to publicly update or
revise any forward-looking statements, whether the result of new information,
future events or otherwise.

         For a more complete understanding of our business activities and
financial results, you should read the following analysis of financial condition
and results of operations together with the unaudited condensed consolidated
financial statements included in this report.




                                       16
<PAGE>



                              RESULTS OF OPERATIONS

SEGMENT REPORTING CHANGES RESULTING FROM RESTRUCTURINGS

         During the quarter ended March 31, 2001, we implemented restructuring
initiatives involving certain operations of our businesses. One initiative was
to purchase hot-rolled coils rather than manufacture them at our welded tubular
operations. As a result, we closed the melt shop and hot strip mill operations
in Wilder, Kentucky effective March 31, 2001. In addition, we decided to cease
the manufacturing of special bar quality products (which we refer to as "SBQ"),
which were being manufactured at our Koppel, Pennsylvania facility. Accordingly,
in the March 2001 quarter, we recorded total restructuring charges of $56.2
million that included $43.4 million of non-cash charges resulting primarily from
the write-down of fixed assets. See Note 2 to the unaudited condensed
consolidated financial statements for further information related to the
restructurings.

         Through June 30, 2001, we conducted our business within two reportable
business segments - the Energy Products segment and the Industrial Products
segment.

         Our Energy Products segment includes tubular steel products that are
used in the energy industry. These products include welded and seamless tubular
goods, primarily used in oil and natural gas drilling and production operations.
These products are referred to as oil country tubular goods, or OCTG. We also
produce welded and seamless line pipe products, which are used in the
transmission of oil and natural gas, as well as a limited amount of other
tubular products.

         Our Industrial Products segment consisted solely of special bar quality
products used in a variety of industrial applications such as farm equipment,
heavy machinery, construction and off-road vehicles. We exited the SBQ business
in June 2001.

         You should read Note 6 to the unaudited condensed consolidated
financial statements included in this report for selected financial information
by business segment.

OVERVIEW / OUTLOOK

         Demand for our OCTG products is cyclical in nature, being dependent on
the number and depth of oil and natural gas wells being drilled in the United
States and globally. The level of drilling activity is, among other things,
dependent on the current and anticipated supply and demand for oil and natural
gas. Oil and natural gas prices are volatile and can have a substantial effect
upon drilling levels and resulting demand for our energy related products. In
addition, shipments by domestic producers of OCTG products may be positively or
negatively affected by the amount of inventory held by producers, distributors
and end users, as well as by imports of OCTG products.

         The average number of oil and natural gas drilling rigs in operation in
the United States is referred to as "rig count". In response to strong oil and
natural gas prices, rig count rose steadily throughout the first half of 2001,
averaging 1,139 in the first quarter of 2001, and rose to a high of 1,293 in
July 2001. However, natural gas prices began to


                                       17
<PAGE>

fall as the slowdown in the economy, milder weather and fuel switching resulted
in strong injection rates into natural gas storage during the summer months of
2001. The weak economy and mild weather in the latter part of 2001 resulted in
historically high levels of natural gas storage, which further pressured natural
gas prices downward. As a result, rig count dropped 40%, from the July 2001 high
to 769 in March 2002. The average rig count was 814 for the quarter ended March
31, 2002.

         According to published industry reports, imports of OCTG products in
the first quarter of 2001 accounted for an estimated 26% of the total domestic
market, and are expected to be approximately 35% in the first quarter of 2002.
The increase in imports, together with the decline in drilling activity, has
resulted in excessive industry-wide tubular inventories, which has negatively
affected our OCTG business. Primarily as a result of the decrease in the rig
count and the increase in imports, our March 31, 2002 quarter shipments declined
44.7% from the comparable quarter of a year ago. We estimate that our losses
will be lower in the June 2002 quarter due to increased shipment levels
resulting from anticipated improvements in the marketplace.

         In November 2001, the United States International Trade Commission
(ITC) reported injury from various imported steel products under Section 201 and
recommended to the President a wide-scale program of quotas and duties. However,
the ITC recommendation for quotas and duties did not include imports of oil
country tubular goods and, as a result, we have continued to experience high
levels of competition from imports. In response, in April 2002, we, together
with other domestic oil country tubular goods providers, filed suit with the ITC
against 14 countries, seeking relief from unfair trade. We cannot give any
assurance regarding the success of obtaining or the timing of any such relief.

         On March 5, 2002, the President of the United States announced his
remedy decision in response to the ITC's Section 201 investigation on steel
imports. Under the remedy decision, effective March 21, 2002, tariff rates of
30%, 24% and 18% will be applied to imports of hot-rolled coil for the next
three years, respectively. Imports from Canada, Mexico, and certain other
countries are exempt from the tariffs. The tariffs have increased the cost of
imported hot-rolled coils which, in turn, has increased the cost of domestic
hot-rolled coils. An increase in our steel costs will adversely affect our
financial results if we are not able to successfully raise the price of our
products to compensate for the increased costs.

         Since 1995, the U.S. government has been imposing duties on imports of
various OCTG products from Argentina, Italy, Japan, Korea and Mexico in response
to antidumping and countervailing duty cases filed by several U.S. companies. In
June 2001, the ITC voted to continue these duties for five more years.

         In response to petitions filed with the U.S. government by us and
certain other line pipe producers, import relief was granted to the line pipe
industry effective March 1, 2000. This relief is in the form of tariffs applied
for three years to imports of welded line pipe that is 16 inch or less in
diameter, from all countries excluding Canada and Mexico.


                                       18
<PAGE>

         We cannot predict the U.S. government's future actions regarding duties
and tariffs or any other future actions regarding import duties or other trade
restrictions on imports of OCTG and line pipe products.

         The Company's net sales, gross profit (loss), operating income (loss)
and tons shipped by business segment for the three months ended March 31, 2002
and 2001 are summarized in the following table:




                                                 Three Months Ended
(Dollars in thousands)                                March 31,
                                                2002              2001
                                           ---------         ---------
     Net sales
          Energy Products                  $  38,848         $  76,126
          Industrial Products - SBQ                -             5,988
                                           ---------         ---------
                                           $  38,848         $  82,114
                                           =========         =========
     Gross profit (loss)
          Energy Products                  $  (8,233)        $  10,112
          Industrial Products - SBQ                -            (2,715)(1)
                                           ---------         ---------
                                           $  (8,233)        $   7,397
                                           =========         =========
     Operating income (loss)
          Energy Products                  $ (10,966)        $   6,858
          Industrial Products - SBQ                -            (2,733)
                                           ---------         ---------
                                             (10,966)            4,125
          Restructuring charges                    -           (56,224)(1)
          Corporate allocations               (1,589)           (1,714)
                                           ---------         ---------
                                           $ (12,555)        $ (53,813)
                                           =========         =========
     Tons shipped
          Energy Products
               Welded products                40,700            74,200
               Seamless products              25,300            45,000
               Other                               -               200
                                           ---------         ---------
                                              66,000           119,400
          Industrial Products - SBQ                -            14,000
                                           ---------         ---------
                                              66,000           133,400
                                           =========         =========


(1) Includes restructuring charge of $0.6 million recorded to cost of products
    sold.


         Net sales in the quarter ended March 31, 2002 were $38.8 million, down
$43.3 million, or a 52.6% decrease from the $82.1 million recorded in the first
quarter of 2001. One cause of the decrease in sales, amounting to $6.0 million,
is the result of our exiting the SBQ business in June 2001. We reported a net
loss of $14.3 million, or a $0.69 loss per basic and diluted share, in the three
months ended March 31, 2002. This compares to a net loss of $54.5 million, or a
$2.60 loss per basic and diluted share, in the first quarter of 2001. Excluding
restructuring charges, net income before extraordinary items would have been
$1.8 million, or $0.08 per basic and diluted share.



                                       19
<PAGE>

ENERGY PRODUCTS

         Energy Products segment sales were $38.8 million in the three-month
period ended March 31, 2002, a decrease of 49.0% from the comparable period
ended March 31, 2001. The decrease in Energy Product segment sales was
attributable to decreases in shipments and average revenue per ton.

         Total shipments of energy products for the quarter were 66,000 tons, a
44.7% decrease from the 119,400 tons shipped in the comparable prior year
period. The percentage decline in shipments was comparable for both our welded
and seamless energy products. The decline resulted primarily from a focus by
distributors on reducing their inventories in light of a significant decline in
drilling activity. In addition, the level of imports reached record highs in the
first quarter of 2002.

         The average revenue per ton for the quarter ended March 31, 2002 for
our welded and seamless tubular products was $427 and $848 per ton,
respectively, compared to $498 and $871 per ton in the first quarter of 2001.
This is a decrease of 14.3% for welded products, and a 2.6% decrease for
seamless products, from the comparable quarter of a year ago. The reduced
pricing is directly related to the decline in the demand for OCTG products.

         The Energy Products segment recorded a gross loss of $8.2 million and
an operating loss of $11.0 million, in the quarter ended March 31, 2002. This
compares to a gross profit of $10.1 million and an operating profit of $6.9
million, excluding restructuring charges, in the quarter ended March 31, 2001.
The significant decline in profitability from the prior year period was
primarily the result of the 44.7% decline in shipments along with lower pricing
for our products. As a result of the lower operating levels in the first quarter
of 2002, our average cost per ton produced increased because of the allocation
of fixed costs over fewer tons produced.

         Selling, general and administrative expense for the Energy Products
segment in the quarter ended March 31, 2002 decreased $0.5 million from the
quarter ended March 31, 2001.

         In April 2002, the hourly employees of our welded tubular facility,
Newport Steel Corporation, approved a new three-year labor agreement. The United
Steelworkers of America represent the hourly employees.


INVESTMENT INCOME

         Investment income was $0.8 million for the first quarters of 2002 and
2001. Included in the quarterly amounts are $0.1 million of recognized gains on
sales of investments in 2002 and $0.5 million of recognized losses in 2001.
Interest income is lower in the quarter ended March 31, 2002 when compared to
the prior year period because of a lower interest rates and a lower balance of
investments.




                                       20
<PAGE>

INCOME TAXES

         We exhausted our federal income tax refund capability in 1999, and
accordingly, tax benefits from operating losses normally are offset by valuation
allowances resulting in no net federal tax benefit being recorded for losses.

                         LIQUIDITY AND CAPITAL RESOURCES

         Working capital at March 31, 2002 was $119.3 million compared to $126.7
million at December 31, 2001. The current ratio was 3.7 to 1 at March 31, 2002
compared to 4.2 to 1 at December 31, 2001. At March 31, 2002, we had cash and
investments totaling $82.8 million and had no advances against our $50 million
revolving credit facility.

         Major sources of cash from operating activities for the quarter ended
March 31, 2002 included $3.1 million in depreciation and amortization charges, a
$3.3 million decrease in accounts receivable and a $6.2 million increase in
accounts payable. The major use of cash was for a $6.6 million increase in our
inventories. The increase in inventory and accounts payable was primarily
related to purchases of hot-rolled coils.

         Cash flows from investing activities were $4.7 million for the quarter
ended March 31, 2002. Sales and maturities of long-term investments resulted in
proceeds of $5.2 million during the quarter. We made capital investments in the
Energy Products segment totaling $0.4 million in the quarter. We currently
estimate capital spending for 2002 to be approximately $7.0 million, primarily
for maintenance capital in our Energy Products segment.

         The Company has entered into a new five-year revolving credit facility
in March 2002 that provides up to $50.0 million under a borrowing formula which
is based upon eligible inventory and accounts receivable, subject to certain
reserves and satisfaction of certain conditions to the initial and each
subsequent draw under the facility. Interest rates on the facility vary
according to the amount of loans outstanding and range from the prime rate plus
0.50% to prime plus 1.25% with respect to domestic rate loans, and from the
LIBOR rate plus 2.00% to LIBOR plus 2.75% with respect to LIBOR rate loans. The
facility contains various representations and warranties and operating and other
covenants, however, there are no financial covenants under the facility. There
have been no borrowings under the facility. The facility and is secured by a
first priority lien in all inventory, accounts receivable and certain
intangibles of the Company.

         In February 2002, our board of directors authorized the repurchase of
up to two million shares of our common stock over the following twelve months.
Repurchases are authorized to be made from time to time in open market purchases
or through privately negotiated transactions, when, in the opinion of
management, market conditions warrant. Repurchased shares will be available for
general corporate purposes. We did not purchase any of our common shares during
the first quarter of 2002.

         We calculate EBITDA as income before extraordinary items plus net
interest expense, taxes, depreciation and amortization and restructuring
charges. EBITDA was a negative $9.7 million for the quarter ended March 31, 2002
compared to $8.9 million in 2001. EBITDA provides additional information for
determining our ability to meet debt service requirements. EBITDA does not
represent, and should not be considered as an alternative to, net income, any
other measure of performance as determined by generally



                                       21
<PAGE>

accepted accounting principles, as an indicator of operating performance, as an
alternative to cash flows from operating, investing or financing activities or
as a measure of liquidity.

         We believe that our current available cash and investments, our cash
flow from operations and our borrowing sources will be sufficient to meet
anticipated operating cash requirements and capital expenditures, for at least
the next twelve months. We also expect we will have sufficient resources to meet
our obligations on our senior notes due in July 2003.

                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The preparation of consolidated financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to allowance for bad debts, inventories, investments, long-lived
assets, income taxes, customer claims, product liability, restructuring
liabilities, environmental contingencies and litigation. We base our estimates
on historical experience and on various other assumptions that we believe are
reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions. The critical accounting
policies we believe affect our more significant judgments and estimates used in
the preparation of our consolidated financial statements are included in Item 7.
"Management's Discussion and Analysis of Financial Condition And Results of
Operations" of the Company's Form 10-K for the year ended December 31, 2001.


                      RECENTLY ISSUED ACCOUNTING STANDARDS

         In July 2001, SFAS No. 143 "Accounting for Asset Retirement
Obligations" was issued. SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. It applies to all legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and/or the normal operation of a
long-lived asset. This statement is effective for financial statements issued
for fiscal years beginning after June 15, 2002. We believe that the
implementation of the statement will not have a material impact on our results
of operations and financial position.

         In August 2001, SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" was issued. SFAS 144 provides new guidance on the
recognition of impairment losses on long-lived assets to be held and used or to
be disposed of and also broadens the definition of what constitutes a
discontinued operation and how the results of a discontinued operation are to be
measured and presented. SFAS 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and
APB Opinion No. 30, while retaining many of the requirements of these two
statements. Under SFAS 144, assets held for sale that are a component of an
entity will be included in discontinued operations if the operations and cash
flows will be or have been eliminated from the ongoing operations of the entity
and the entity will not have any significant continuing involvement in the
operations



                                       22
<PAGE>

prospectively. We adopted SFAS 144 effective as of January 1, 2002. SFAS 144 is
not expected to materially change the methods we use to measure impairment
losses on long-lived assets, but may result in future dispositions being
reported as discontinued operations to a greater extent than previously.

                                  OTHER MATTERS

         You should read Note 9 to the notes to condensed consolidated financial
statements for information pertaining to commitments and contingencies.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Our long-term investments and long-term debt, all of which are for
other than trading purposes, are subject to interest rate risk. We utilize
professional investment advisors and consider our net interest rate risk when
selecting the type and maturity of securities to purchase for our portfolio.
Other factors considered include, but are not limited to, the timing of the
expected need for the funds invested and the repricing and credit risks of the
securities.

         As of March 31, 2002, we were not engaged in any activities which would
cause exposure to the risk of material earnings or cash flow loss due to changes
in interest rates, foreign currency exchange rates or market commodity prices.

         We purchase natural gas for our operations and therefore have a limited
market risk in gas prices related to gas purchases in the open market at spot
prices. The prices of such gas purchases and futures positions are subject to
wide fluctuations at times due to unpredictable factors such as weather,
government policies and demand for natural gas and competitive fuels. As a
result, our earnings could be affected by changes in the price and availability
of such gas. As market conditions dictate, we from time to time will lock-in
future gas prices using fixed price contracts. We do not use financial
instruments for trading purposes and are not a party to any leveraged
derivatives.


PART II - OTHER INFORMATION

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.




                                       23
<PAGE>


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

                           Current Report on Form 8-K dated February 5, 2002
                           reporting under Item 9 the dates and times of NS
                           Group, Inc.'s conference call reporting results for
                           the year ended December 31, 2001.

                           Current Report on Form 8-K dated February 7, 2002
                           reporting under Item 9 the Company's earnings press
                           release for the year ended December 31, 2001.

                           Current Report on Form 8-K dated February 21, 2002
                           reporting under Item 9 the Company's press release
                           announcing that its board of directors had approved a
                           repurchase plan for its common shares.

                           Current Report on Form 8-K dated February 27, 2002
                           reporting under Item 9 certain information to be
                           presented to various individuals and institutional
                           investors beginning on February 27, 2002.



                                   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:  May 3, 2002                    By:  /s/ Rene J. Robichaud
       --------------------               ------------------------------
                                          Rene J. Robichaud
                                          President and Chief Executive Officer



Date:  May 3, 2002                    By:  /s/ Thomas J. Depenbrock
       --------------------               ------------------------------
                                          Thomas J. Depenbrock
                                          Vice President, Treasurer and
                                          Chief Financial Officer



                                       24
<PAGE>

                                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 November 4,
                  1999, filed as Exhibit 3.2 to Company's Form 10-Q for the
                  fiscal quarter ended January 1, 2000, File No. 1-9838, and
                  incorporated herein by this reference.

         4.1      Financing and Security Agreement Between Newport Steel
                  Corporation and Koppel Steel Corporation and The CIT
                  Group/Business Credit, Inc. dated March 29, 2002, filed
                  herewith

         4.2      Guaranty of Company, Erlanger Tubular Corporation and Northern
                  Kentucky Management, Inc. dated March 29, 2002, filed herewith

         4.3      Intercreditor Agreement between Huntington National Bank and
                  The CIT Group/Business Credit, Inc, dated March 29, 2002,
                  filed herewith

         10.1     Employment Agreement between the Company and Rene R.
                  Robichaud, dated March 1, 2002, filed herewith*

         10.2     Change of Control Severance Agreement between the Company and
                  Rene R. Robichaud, dated March 1, 2002, filed herewith*

         10.3     Salary Continuation Agreement between the Company and Rene R.
                  Robichaud, dated March 1, 2002, filed herewith*

         10.4     Amended And Restated 2000 Non-Employee Director Stock Option
                  Plan (Amended And Restated As Of February 2002), filed
                  herewith*





*Indicates management contract or compensatory plan or arrangement in which one
or more directors or executive officers of the Company participates or is a
party.



                                       25