SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 11) (1)
NS GROUP, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
628916-10-8
(CUSIP Number)
12/31/99
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Statement is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d) X
(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
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Clifford R. Borland
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 BENFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER: 2,949,216
6. SHARED VOTING POWER 64,500
7. SOLE DISPOSITIVE POWER: 2,949,216
8. SHARED DISPOSITIVE POWER: 64,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,013,716
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
13.9%
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: Clifford R. Borland
Item 2(b). Address of Principal Business Office or, if
none, residence:
Ninth & Lowell Streets, Newport, Kentucky 41072
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. Not applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: 3,013,716
(b) Percent of Class: 13.9%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the vote
2,949,216
(ii) Shared power to vote or to direct the
vote 64,500
(iii) sole power to dispose or to direct the
disposition of 2,949,216
(iv) shared power to dispose or to direct the
disposition of 64,500
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
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. Certifications. 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 7, 2000
Signature: /s/Clifford R. Borland
Name/Title: Clifford R. Borland
Chairman and CEO
