SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
(AMENDMENT NO. 4)(1)
NS GROUP, INC.
(Name of issuer)
Common Stock, no par value
(Title of class of securities)
628916-10-8
(CUSIP number)
_______________
Check the following if a fee is being paid with this
statement. _____ (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
(Continued on following page(s))
(Page 1 of 4 pages)
____________
(1) The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP NO. 628916-10-8 13G Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John B. Lally
SS# ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) _____ (b) _____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER: 626,690
6. SHARED VOTING POWER: 50,855
7. SOLE DISPOSITIVE POWER: 626,690
8. SHARED DISPOSITIVE POWER: 50,855
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 677,545
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
4.9%
12. TYPE OF REPORTING PERSON: IN
Item 1(a). Name of Issuer: NS Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Ninth & Lowell Streets, Newport, Kentucky 41072
Item 2(a). Name of Person Filing: John B. Lally
Item 2(b). Address of Principal Business Office or, if none,
residence:
100 South Wacker Drive, Suite 1830, Chicago,
Illinois 60606
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number: 628916-10-8
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
Person filing is an individual
Item 4. Ownership:
(a) Amount Beneficially Owned: 677,545
(b) Percent of Class: 4.9%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the vote
626,690
(ii) Shared power to vote or to direct the
vote 50,855*
(iii) sole power to dispose or to direct the
disposition of 626,690
(iv) shared power to dispose or to direct the
disposition of 50,855*
* Except for shared voting/dispositive power, Reporting
Person disclaims any beneficial or other ownership
interest in these shares.
Page 3 of 4 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner
of more than five percent of the class of
securities, check the following X
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of
the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification: Not applicable
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
Date: February 8, 1995
Signature: /s/John B. Lally
Name/Title: John B. Lally
