Exhibit 4.21
          
                        AMENDMENT NO. 5
                              TO
          REVOLVING CREDIT, GUARANTY AND SECURITY AGREEMENT
     
          THIS AMENDMENT NO. 5 ("Amendment") is entered into as of  December
     27, 1996, 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 the State 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,  Amendment No. 2 thereto, 
          Amendment No. 3 thereto, and Amendment No. 4 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 increase the
          sublimit for Letters of Credit 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 Loan Agreement is hereby amended as
          follows:
          
          
          
              (a)  the following defined term is hereby added in
          its appropriate alphabetical order
          
                "Acceptances" shall have the meaning set forth in
          Section 2.8 hereof.
          
                (b)  the following defined terms are hereby amended
          in their entirety to provide as follows:
          
             "Advances" shall mean and include the Revolving
          Advances, Letters of Credit and Acceptances.
          
                    "Individual Formula Amount" shall mean at the
          date of determination thereof, with respect to each
          Borrower an amount equal to: (a) up to the Receivables
          Advance Rate of Eligible Receivables of such Borrower,
          plus  (b) up to the Inventory Advance Rate of the value of
          Eligible Inventory of such Borrower; minus (c) the
          aggregate amount of Letters of Credit and Acceptances
          issued, caused to be issued or created on behalf of such
          Borrower minus (d) such reserves as ACM Agent may
          reasonably deem proper and necessary from time to time.
          
              "Individual Maximum Revolving Advance Amount" shall
          mean (a) on the Closing Date, with respect to Newport,
          $30,000,000, with respect to Koppel, $20,250,000, and with
          respect to Imperial $4,500,000 and (b) at such time as the
          Maximum Revolving Amount is increased to $50,000,000, with
          respect to Newport $30,000,000, with respect to Koppel
          $22,500,000 and with respect to Imperial $5,000,000.
              
              "Revolving Advances"  shall mean Advances made other
          than Letters of Credit and Acceptances.
          
              (c) Section 2.1(a)(iii) is hereby amended in its
          entirety to provide as follows.
          
              "(iii) the aggregate undrawn amount of outstanding
          Letters of Credit and Acceptances minus"
          
              (d)  Sections 2.8 and 2.9(a) are hereby amended in
          its entirety to provide as follows:
          
              "2.8 Letters of Credit and Acceptances.   Subject to
          the terms and conditions hereof, the ACM Agent shall issue
          or cause the issuance of Letters of Credit ("Letters of
          Credit") on behalf of Newport or Koppel or (b) accept, or
          cause to be accepted, drafts on behalf of any Borrower
          under such Letters of Credit ("Acceptances"), provided,
          however, that the ACM Agent will not be required to issue
          or cause to be issued any Letters of Credit or accept or
          cause to be accepted any Acceptances to the extent that
          the face amount of such Letters of Credit and Acceptances
          would then cause the sum of (i) the outstanding Revolving
          Advances, plus (ii) the outstanding Letters of Credit
          (with the requested Letter of Credit being deemed to be
          outstanding for purposes of this calculation), plus (iii)
          outstanding Acceptances to exceed the lesser of (x) the
          Maximum Revolving Advance Amount or (y) the Formula
          Amount; provided, further, however, that ACM Agent will
          hot be required to issue or cause to be issued any Letters
          of Credit or accept or cause to be accepted any
          Acceptances to the extent that the face amount of such
          Letters of Credit and Acceptances issued for such Borrower
          would then cause the sum of (i) the outstanding Revolving
          Advances to such Borrower plus (ii) the outstanding
          Letters of Credit issued or caused to be issued on behalf
          of such Borrower (with the requested Letter of Credit
          deemed to be outstanding for purposes of this calculation)
          plus  (iii) outstanding Acceptances created or caused to
          be created for such Borrower to exceed the lesser of (x)
          such Borrower's Individual Maximum Revolving Advance
          Amount or (y) such Borrower's Individual Formula Amount
          (assuming that (c) of the definition of Individual Formula
          Amount is deemed to be $O).  The maximum amount of
          outstanding Letters of Credit and Acceptances shall not
          exceed $30,000,000 for the benefit of Newport or
          $2,000,000 for the benefit of Koppel in the aggregate at
          any time.  
          
              The maximum amount of all outstanding Letters of
          Credit and Acceptances shall not exceed $30,000,000 in the
          Aggregate at any time.  All disbursements or payments
          related to Letters of Credit and Acceptances shall be
          deemed to be Revolving Advances and shall bear interest at
          the Revolving Interest Rate with respect to Domestic Rate
          Loans; Letters of Credit that have not been drawn upon and
          unmatured Acceptances shall not bear interest.  Letters of
          Credit and Acceptances shall be subject to the terms and
          conditions set forth in the Letter of Credit and Security
          Agreement attached hereto as Exhibit 2.8.
          
              2.9. Issuance of Letters of Credit and Acceptances.
          
              (a)  Borrowing Agent on behalf of Newport or Koppel
          may request ACM Agent to issue or cause the issuance of a
          Letter of Credit or create an Acceptance by delivering to
          ACM Agent at the Payment office, ACM Agent's standard form
          of Letter of Credit and Security Agreement in the form
          attached hereto as Exhibit 2.8, together with Bank's
          standard form of Letter of Credit Application
          (collectively, the "Letter of Credit Application")
          completed to the satisfaction of ACM Agent; and such other
          certificates, documents, and other papers and information
          as ACM Agent may reasonably request."
          
              (e)  Sections 2.10(a), 2.10(b) and 2.10(c) are hereby
          amended in their entirety to provide as follows:
          
              2.10 Requirements For Issuance of Lettersof Credit
          and Acceptances.
          
              (a)  In connection with the issuance of any Letter of
          Credit or Acceptance, Borrowers shall indemnify, save and
          hold ACM Agent and each Lender harmless from any loss,
          cost, expense or liability, including, without limitation,
          payments made by ACM Agent and any Lender, and expenses
          and reasonable attorneys' fees incurred by ACM Agent or
          any Lender arising out of, or in connection with, any
          Letter of Credit or Acceptance to be issued or created for
          Newport or Koppel.  Borrowers shall be bound by ACM
          Agent's or any issuing or accepting bank's regulations and
          good faith interpretations of any Letter of Credit or
          Acceptance issued or created for its account, although
          this interpretation may be different from its own; and,
          neither ACM Agent nor any Lender, the bank which opened
          the Letter of Credit or Acceptance, nor any of its
          correspondents shall be liable for any error, negligence,
          or mistakes, whether of omission or commission, in
          following Borrowing Agent's or any Borrower's instructions
          or those contained in any Letter of Credit or Acceptance
          or of any modifications, amendments or supplements thereto
          or in issuing or paying any Letter of Credit or
          Acceptance, except for ACM Agent's or any Lender's or such
          correspondents' gross (not mere) negligence or willful
          misconduct.
          
              (b)   Borrowing Agent shall authorize and direct any
          bank which issues a Letter of Credit to name the
          applicable Borrower as the "Account Party" therein and to
          deliver to ACM Agent all instruments, documents, and other
          writings and property received by the bank pursuant to the
          Letter of Credit or in connection with any Acceptance and
          to accept and rely upon ACM Agent's instructions and
          agreements with respect to all matters arising in
          connection with the Letter of Credit, Acceptance or the
          application therefor.
          
              (c) In connection with all Letters of Credit and
          Acceptances issued or caused to be issued and Acceptances
          created or caused to be created by ACM Agent under this
          Agreement, each Borrower hereby appoints ACM Agent, or its
          designee, as its attorney, with full power and authority
          (i) to sign and/or endorse such Borrower's name upon any
          warehouse or other receipts, letter of credit applications
          and acceptances; (ii) to sign such Borrower's name on
          bills of lading; (iii) to clear Inventory through the
          United States of America Customs Department ("Customs") in
          the name of such Borrower or ACM Agent or ACM Agent's
          designee, and to sign and deliver to Customs officials
          powers of attorney in the name of such Borrower for such
          purpose; and (iv) to complete in such Borrower's name or
          ACM Agent's name, or in the name of ACM Agent's designee,
          any order, sale or transaction, obtain the necessary
          documents in connection therewith, and collect the
          proceeds thereof.  Neither ACM Agent nor its attorneys
          will be liable for any acts or omissions nor for any error
          of judgment or mistakes of fact or law, except for ACM
          Agent's or its attorneys gross (not mere) negligence or
          willful misconduct.  This power, being coupled with an
          interest, is irrevocable as long as any Letters of Credit
          or Acceptances remain outstanding."
          
                 (f)  The first paragraph of Section 3.2 is hereby
          amended in its entirety to provide as follows:
          
              "Borrowers shall pay ACM Agent (i) for the ratable
          benefit of Lenders for issuing or causing the issuance of
          a Letter of Credit or for creating or causing to be
          created an Acceptance, a fee computed at a rate per annum
          of two and three quarters percent (2.75%) on the
          outstanding amount thereof from time to time, ("Letter of
          Credit Fees"), and (ii) Bank's other customary charges
          payable in connection with Letters of Credit and
          Acceptances, as in effect from time to time (which charges
          shall be furnished to Borrowing Agent by ACM Agent upon
          request).  Such fees and charges shall be payable (i) in
          the case of any Letter of Credit or any Acceptance, on its
          opening or creation (ii) in the case of a standby Letter
          of Credit, (A) monthly thereafter in advance and (B) upon
          each increase in the outstanding amount thereof, and (iii)
          in the case of any Letter of Credit that is not a standby
          Letter of Credit, at the time of each increase in face
          amount thereof.  Any such charge in effect at the time of
          a particular transaction shall be the charge for that
          transaction, notwithstanding any subsequent change in
          Bank's prevailing charges for that type of transaction. 
          All Letter of Credit Fees payable hereunder shall be
          deemed earned in full on the date when the same are due
          and payable hereunder and shall not be subject to rebate
          or proration upon the termination of this Agreement for
          any reason."
          
              3.   Conditions of Effectiveness.  This Amendment
          shall become effective as of December 27, 1996, when and
          only when ACM Agent shall have received (i) six (6) copies
          of this Amendment executed by Borrowers and Guarantors and
          (ii) 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,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.
          
               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 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.
          
               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.
          
              8.  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.
          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/ Matthew D. Tevis  
          Name: Matthew D. Tevis       
          Title: Vice President