SecProbe.io

April 8, 2013

Via E -mail
Herbj ǿrn Hansson
Chief Executive Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
  Registration Statement on Form F-3
Filed  March 21, 2013
  File No.  333-187399

Dear Mr. Hannson :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe o ur comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comme nts, we may have  additional comments.

Description of Warrants, page 28

1. We note that you may issue warrants to purchase “securities of third parties or other
rights, including rights to receive payment in . . . securities based on the value, rate or
price of one or more specified commodities, currencies, securities or indices, or any
combination of the foregoing.”  Please remove the offering of those warrants with
underlying securities other than that issued by you, or provide us with an example of the
disclosure you intend to provide about these securities in connection with such an
offering.

 Herbjǿrn Hannson
 Nordic American Tankers Limited
 April 8, 2013
 Page 2

 Description of Purchase Contracts, page 29

2. We note that you may issue purchase contracts for the purchase of “securities of third
parties, a basket of such s ecurities, an index or indices of such securities or any
combination of the above.”  Please remove the offering of purchase contracts for
securities other than those issued by you, or provide us with an example of the disclosure
you intend to provide about  these securities in connection with such an offering.

Exhibit 5.1

3. We note that counsel’s opinion contains significant assumptions regarding the future
issuance of the securities being registered.  Please confirm that you will file an
unqualified opinio n that omits all of these assumptions at the time of each takedown.

4. We further note that certain assumptions appear to be inappropriate to make in a qualified
opinion at this time, including the following:

 in assumption (d), it is inappropriate to assume that persons signing the Documents have
the authority and power to do so;
 in assumption (l), it is inappropriate to assume that the Resolutions have not been
rescinded;
 in assumption (m), the assumption that the Company Search and Litigation Searc h
“disclosed all information which is material for the purposes of this opinion” appears
overbroad; and
 in assumption (m), the assumption that the information the subject of the Company
Search and Litigation Search has not been materially altered appears t o be an assumption
of facts that are readily ascertainable.

Please have counsel revise to remove these assumptions or tell us why these assumptions
are appropriate and necessary.

5. Purchasers in the offering are entitled to rely unconditionally on the legality opinion.
Please have counsel revise the first paragraph under “Disclosure” on page 6 and remove
the last sentence on page 7 accordingly.

Exhibit 5.2

6. Please have counsel revise its opinion to opine that that Preferred Share Purchase Rights
are valid and binding obligations of the company or advise.  For guidance, refer to
Section II.B.1.f of Staff Legal Bulletin No. 19, available on our website.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fili ng to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

 Herbjǿrn Hannson
 Nordic American Tankers Limited
 April 8, 2013
 Page 3

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3755  with any
questions  you may have .

Sincerely,

 /s/ Max A. Webb

 Max A. Webb
Assistant Director

cc: Gary J. Wolfe, Esq.
 Seward & Kissel