FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of 1934, Section 17(a)
of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
____ Check this box if no
longer subject to
Section 16. Form 4
or Form 5 obligations
may continue. See
Instruction 1(b).
1. Name and Address of Reporting Person
Mehalko Jack W.
(Last) (First) (Middle)
NS Group, Inc.
9th and Lowell Streets
(Street)
Newport KY 41072
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NS Group, Inc. (NSS)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
###-##-####
4. Statement for Month/Year
April, 1997
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
Director
X Officer (give title) Vice President and
Secretary
10% Owner
Other (specify)
7. Individual or Joint/Group Filing (Check applicable
line)
X Form filed by one Reporting Person
Form filed by more than one Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
a)Common Stock
b)Common Stock
c)Common Stock
2. Transaction Date (Month/Day/Year)
a)4/18/97
b)
c)
3. Transaction Code (Instr. 8)
Code V
a)M
b)
c)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
a)5,000 Shares A $3.25/share
b)
c)
5. Amount of Securities Beneficially Owned at End of
Month (Instr. 3 and 4)
a)53,000 Shares
b)7,301 Shares
c)167 Shares
6. Ownership Form: Direct (D) or Indirect (I)
(Inst4. 3 and 4)
a)D
b)I
c)I
7. Nature of Indirect Beneficial Ownership (Instr. 4)
a)
b)By NS Group, Inc. Salaried Flexible Compensation
Plan Trust (as of 3/31/97).
c)By Newport Steel Corporation Salaried Profit
Sharing Plan Trust (as of 3/31/97)
Table II -- Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security ( Instr.3)
Incentive Stock Option (right to buy)
2. Conversion or Exercise of Price of Derivative Security
$3.25
3. Transaction Date (Month/Date/Year)
4/18/97
4. Transaction Code (Instr. 3,4, and 5)
M
5. Number of Derivative Securities Acquired (A) or
Disposed (D) (Instr. 3,4, and 5)
(D) 5,000
6. Date Exercisable and Expiration Date
(Month/Date/Year)
Date Exercisable Expiration Date
See Note 1 4/22/97
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 5,000
8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially
Owned at End of Month (Instr. 4)
0
10. Ownership Form of Derivative Security: Direct (D)
or Indirect (I) (Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
/s/Jack W. Mehalko
Signature of Reporting Person Date: May 8, 1997
Explanation of Responses:
Note 1: Exercisable in annual increments of 20% beginning
three years after date of grant.
