FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act 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 Identification Number of Reporting Person, if an
Entity (Voluntary)
4. Statement for Month/Year
8/99
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
2. Transaction Date (Month/Day/Year)
a)8/24/99
b)8/24/99
3. Transaction Code (Instr. 8)
Code V
a)M
b)F
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
a)9,000 Shares A $9.53/share
b)7,631 Shares D $12.47/share
5. Amount of Securities Beneficially Owned at End of
Month (Instr. 3 and 4)
27,651 Shares
6. Ownership Form: Direct (D) or Indirect (I)
(Inst4. 3 and 4)
D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
Employee stock option
2. Conversion or Exercise of Price of Derivative Security
$9.53
3. Transaction Date (Month/Day/Year)
8/24/99
4. Transaction Code (Instr. 8)
M
5. Number of Derivative Securities Acquired (A) or
Disposed of (D) (Instr. 3,4, and 5)
9,000 D
6. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
Note 1 12/4/99
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 9,000 shares
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 September 2, 1999
Signature of Reporting Person Date
Explanation of Responses:
Note 1: Exercisable in annual increments of 20% beginning
three years after date of grant.
