<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: NS Group, Inc.
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 628916108
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Dimitrijevic, c/o Everest Capital Limited
The Bank of Butterfield Building
65 Front Street, 6th Floor, Hamilton HM JX, Bermuda
December 18, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 ("Act") 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).
<PAGE>
CUSIP No. 628916108
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,778,100
8. Shared Voting Power:
9. Sole Dispositive Power:
1,778,100
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,778,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
7.63%
14. Type of Reporting Person
CO
3
<PAGE>
The purpose of this Schedule 13D is to report Everest Capital
Limited's (the "Reporting Person") ownership of the Common Stock,
no par value (the "Shares"), in NS Group, Inc. (the "Issuer").
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, no par value
in NS Group, Inc.
The name and address of the principal executive and
business office of the Issuer is:
NS Group, Inc.
Ninth & Lowell Sts.
Newport, KY 41072
Item 2. Identity and Background
(a) Everest Capital Limited
(b) The Bank of Butterfield Building, 65 Front Street,
6th Floor, Hamilton HM JX, Bermuda
(c) The principal businesses of the Reporting Person is
to act as an investment manager for various private
investment entities and managed accounts.
(d) During the last five years, neither the Reporting
Person nor any person affiliated with the Reporting
Person has been convicted in any criminal
proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the last five years, neither the Reporting
Person nor any person affiliated with the Reporting
Person has been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which it or such person
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a corporation organized
under the laws of Bermuda.
4
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Shares of the Issuer
came from the respective working capital of the Fund or
the other private investment entities, from the funds of
each managed account or from margin loans entered into
in the ordinary course of business. The shares were
purchased for an aggregate purchase price of
$29,145,249.11.
Item. 4 Purpose of Transactions.
The Shares held by the above mentioned entities were
acquired for, and are being held for, investment
purposes. The acquisitions of the Shares described
herein were made in the ordinary course of the Reporting
Person's business or investment activities, as the case
may be. The Reporting Person, on behalf of the above
mentioned entities, reserves the right to purchase
Shares in privately negotiated transactions or in any
other lawful manner in the future.
Item 5. Interest in Securities of Issuer.
(a) Based on information received from the Issuer, as
of September 27, 1997 there were 23,310,297 Shares
outstanding. As of the date hereof the Reporting
Person is deemed to be the beneficial owner of
1,778,100 shares of the outstanding Shares of the
Issuer. Therefore, the Reporting Person is deemed
to be the beneficial owner of 7.63% of the Issuer's
outstanding Shares.
(b) The Reporting Person has the sole power to vote and
dispose of all the shares held by the above
mentioned entities.
(c) All transactions in the Shares effected by the
Reporting Person during the sixty days prior to
December 18, 1997 through the date of this filing
were effected in open-market transactions and are
set forth in Exhibit A hereto.
(d) No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
the Shares.
(e) Not applicable
5
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
made by the Reporting Person in the
sixty days prior to December 18, 1997
through the date of this filing.
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.
December 30, 1997
____________________________
Date
Everest Capital Limited
By: Marko Dimitrijevic / President
________________________________
Name/Title
6
<PAGE>
EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
(Excluding
Date Shares Acquired Commission)
____ or (sold) _____________
12/15/97 100,000 $14.7461
12/16/97 140,000 15.3415
12/17/97 9,000 17.3308
12/17/97 150,000 16.3935
12/17/97 250,000 16.5951
12/18/97 300,000 16.5973
12/18/97 804,100 16.7151
12/23/97 25,000 13.57
00119001.DF2
