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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                          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 __

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No __

At August 8, 2003, there were 20,862,886 shares outstanding of the Company's
common stock.

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PART II  OTHER INFORMATION

EXPLANATORY NOTE

Item 6 of Part II of our Form 10-Q for the period ended June 30, 2003 is being
amended to file exhibit 10.1 and 10.2 which, while listed as an exhibit to the
Form 10-Q, were inadvertently omitted when the document was EDGARized and
filed with the United States Securities and Exchange Commission.

                                   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: August 11, 2003                            By: /s/ Thomas J. Depenbrock
                                                 -------------------------------
                                                 Thomas J. Depenbrock
                                                 Vice President, Treasurer and
                                                 Chief Financial Officer

                                INDEX TO EXHIBITS

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<CAPTION>
Number                               Description
------                               -----------
<S>      <C>
10.1     Amendment No. 1 to Financing and Security Agreement Between The CIT
         Group/Business Credit, Inc. and Newport Steel Corporation and Koppel
         Steel Corporation, dated June 20, 2003, filed herewith.

10.2     Amended and Restated Guaranty Agreement of NS Group, Inc. and Erlanger
         Tubular Corporation and Northern Kentucky Management, Inc., dated June
         20, 2003, filed herewith.
</TABLE>

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