SecProbe.io

CORRESP
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 filename1.htm

 NORDIC AMERICAN TANKERS LTD

 Swan Building,
 26 Victoria Street

 Hamilton HM 12

 Bermuda

 March 27, 2025
 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Re:      Nordic American Tankers Ltd

 Registration Statement on Form F-3 (File No. 333-285720)
 Ladies and Gentlemen:
 The undersigned, on behalf of Nordic American Tankers Ltd, hereby requests that the effectiveness of the above-captioned
 Registration Statement on Form F-3 that was filed with the U.S. Securities and Exchange Commission (the "Comission") on March 11, 2025, be accelerated so that it will be made effective at 4:00 pm Eastern Standard time on March 31, 2025 or as soon
 thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

 The undersigned registrant hereby acknowledges that (i) 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; (ii) 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 or accuracy of the disclosure in the filing; and (iii) 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.

 The undersigned registrant is aware of its obligations under the Act.

 Yours truly,

 NORDIC AMERICAN TANKERS LTD

 By:

 /s/ Herbjørn Hansson

 Name:

 Herbjørn Hansson

 Title:

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Herbj rn Hansson
Chief Executive Officer
Nordic American Tankers Limited
Swan Building
26 Victoria Street
Hamilton HM 12
Bermuda

 Re: Nordic American Tankers Limited
 Registration Statement on Form F-3
 Filed March 11, 2025
 File No. 333-285720
Dear Herbj rn Hansson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Edward Horton
</TEXT>
</DOCUMENT>

CORRESP
1
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      NORDIC AMERICAN TANKERS LTD

    LOM Building, 27 Reid Street

    Hamilton HM 11

    Bermuda

            February 11, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

            Nordic American Tankers Ltd

              Registration Statement on Form F-3 (No. 333-261630)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration
      Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 14, 2021, be accelerated so that it will be made effective at 4:00 p.m. Eastern Standard Time on February 14, 2022, or as soon
      thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
      declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant 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.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            NORDIC AMERICAN TANKERS LTD

            By:

            /s/ Herbjørn Hansson

            Name:

            Herbjørn Hansson

            Title:

            Chief Executive Officer

United States securities and exchange commission logo
December 21, 2021
Herbjørn 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 December 14, 2021
File No. 333-261630
Dear Mr. Hansson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at 202-551-3162 or Laura Nicholson, Special
Counsel, at 202-551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

CORRESP
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      NORDIC AMERICAN TANKERS LTD

    LOM Building, 27 Reid Street

    Hamilton HM 11

    Bermuda

            February 15, 2019

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

        100 F Street N.E.

    Washington, D.C. 20549-7010

              Re:

                Nordic American Tankers Ltd

                    Registration Statement on Form F-3 (No. 333-228603)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration
        Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 30, 2018, be accelerated so that it will be made effective at 2:00 p.m. Eastern Standard Time on February 20, 2019, or as soon
        thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
        declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant 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.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            NORDIC AMERICAN TANKERS LTD

            By:

             /s/ Herbjørn Hansson

            Name:

            Herbjørn Hansson

            Title:

            Chief Executive Officer

January 29, 2019
Herbjorn Hansson
Chief Executive Officer
Nordic American Tankers Ltd
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
Re:Nordic American Tankers Ltd
Form 20-F for Fiscal Year Ended December 31, 2017
Filed May 15, 2018
File No. 001-13944
Dear Mr. Hansson:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Gary Wolfe, Partner, Seward & Kissel LLP

CORRESP
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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K Street, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

January 8, 2019

John Stickel

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Nordic American Tankers Limited

Registration Statement on Form F-3

 Filed November 30, 2018 File No. 333-228603

Dear Mr. Stickel:

Pursuant to the letter dated December 21, 2018 delivered by the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), Nordic American Tankers Limited (the "Company") confirms its understanding that it will clear any outstanding SEC staff comments to its most recent 20-F for the year ended December 31, 2017, before requesting acceleration of effectiveness to its registration statement on Form F-3 (File No. 333-228603).

Please feel free to contact the undersigned at (212) 574-1223, or Evan Preponis at (212) 574-1438, with any questions or comments.

Very truly yours,

SEWARD & KISSEL LLP

/s/ Gary J. Wolfe

By:  Gary J. Wolfe

cc:

Susan Block

 Securities and Exchange Commission

Herbjørn Hansson

Chief Executive Officer

 Nordic American Tankers Limited

Bjørn Giaever

Chief Financial Officer

 Nordic American Tankers Limited

December 21, 2018
Herbjørn 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 November 30, 2018
File No. 333-228603
Dear Mr. Hansson:
            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.  If you do not believe our 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 comments, we may have additional comments.
Form F-3 filed November 30, 2018
General
1.Please confirm your understanding that you should clear any outstanding SEC staff
comments on your most recent Form 20-F before you request an acceleration of
effectiveness of this registration statement on Form F-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate

 FirstName LastNameHerbjørn Hansson
 Comapany NameNordic American Tankers Limited
 December 21, 2018 Page 2
 FirstName LastName
Herbjørn Hansson
Nordic American Tankers Limited
December 21, 2018
Page 2
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

December 11, 2018

VIA EDGAR

Ms. Effie Simpson

Division of Corporation Finance, Office of Transportation and Leisure

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC  20549-5546

Re:

Nordic American Tankers Limited

Form 20-F for the Fiscal Year Ended December 31, 2017

Filed May 15, 2018

File No. 001-13944

Dear Ms. Simpson:

We refer to the annual report on Form 20-F, filed by Nordic American Tankers Limited (the "Company") with the Securities and Exchange Commission (the "Commission") on May 15, 2018 (the "Annual Report").  By letter dated November 8, 2018 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Annual Report.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text.

Item 5. Operating and Financial Review and Prospects

H. Critical Accounting Estimates

Vessel impairment, page 38

1.

Considering that your market capitalization is significantly lower than equity as of June 30, 2018 and given the significant decline in revenues and operating results through June 30, 2018, supplementally advise us of whether you performed an updated interim impairment test of your vessels pursuant to the guidance in Topic ASC 360-10.  If so, provide us with your conclusions/results, including the nature and amount of all significant assumptions.  If you did not perform an analysis subsequent to December 31 2017, please explain why you do not believe the significant decline in revenues resulting from decreased TCE rates experienced during the first six months of 2018 as compared to the comparable period of the prior year represents a significant adverse change in business climate that could affect the value of the vessels, which would trigger an updated impairment analysis pursuant to ASC Topic 360-10.  Finally, tell us if you intend to perform an analysis prior to year end 2018.

As set out in our Form 20-F as at and for the year ended December 31, 2017, we performed an impairment assessment of the entire fleet as at December 31, 2017, and recorded an impairment against ten of our older vessels.

We perform an impairment indicator assessment of our vessels every quarter and depending on the results thereof, may perform an impairment test on a vessel-by-vessel basis.  Given the prevailing market conditions for Suezmax tankers as of June 30, 2018 we did perform an impairment test for our fleet consistent with the requirements of ASC 360-10.

Our impairment testing resulted in further impairment charges, recorded at $2.2 million in the second quarter of 2018 related to the six vessels considered and presented as "Held for Sale" in our earnings release contained in the Form 6-K furnished on August 15, 2018. These six vessels were delivered to their new owners in the third quarter of 2018. Two vessels were sold and delivered to their new owners during the second quarter of 2018 and we recorded a loss of $1.7 million in the second quarter of 2018 related to those two vessels. The impairment charges were considered in line with Topic ASC 360-10 and based on the sales price of the vessels less cost to sell.

For the remaining fleet, consistent with the position at December 31, 2017 we did not identify any further vessels subject to impairment. For the vessel with the lowest excess value at June 30, 2018, we observed a positive difference between book value (NBV of $40.8 million at June 30) and estimated undiscounted future cash flows (estimated at $58.7 million) of $17.9 million.

Consistent with prior periods, we have applied TCE rates based on broker estimates for the first two years and 15-year historical day rates for the years thereafter. For the impairment testing performed for the period ending June 30, 2018, we have applied $16,421, $26,493 and $28,903 for the first year, second year and the period thereafter, respectively.  For the impairment testing performed for the period ending September 30, 2018, we have applied $17,971, $29,953 and $29,385 for the first year, second year and the period thereafter, respectively. We note that the Suezmax tanker rates have improved significantly in the fourth quarter of 2018, which we have announced in press releases in November 2018.  As detailed in our 20-F as at and for the year ended December 31, 2017, the remaining significant assumptions are fleet utilization, operating expenses, capital expenditures/periodical maintenance, residual value and the estimated remaining useful life of each vessel.  These assumptions were unchanged when applied in the June 30 2018 and September 30, 2018 impairment test.

In our correspondence with you dated January 19, 2018 and February 22, 2018, we outlined our significant assumptions in our impairment test including how our TCE calculations translate into future cash flows. These assumptions are applied consistently in our impairment testing during 2018 and the inputs to the model were updated with the most recent data available (mainly TCE broker estimates for the first two years and historical rates for the remaining period and operating expenses).

We intend to perform impairment testing of our vessels, if impairment indicators are present at the reporting date, for the period ending December 31, 2018.

2.

We note from your press release furnished on Form 6-K on August 15, 2018 that, towards the end of the 2nd quarter, you entered into several agreements to sell 8 Suezmax vessels and these vessels have now been delivered to their respective new owners.  Please tell us the amount of any loss or gain you have recorded on the sale of these vessels. Also, if these are the vessels that were written down to fair value as of December 31, 2017, tell us how the consideration received for these vessels compares to their fair value as of December 31, 2017.

The vessels referred to in our Form 6-K furnished on August 15, 2018, were written down to their estimated fair value as of December 31, 2017, and had a total carrying value of $78.0 million at that time.   The carrying values of the individual vessels as of December 31, 2017 were $9.5 million, $10.0 million and $11.0 million for vessels built in 1997, 1998 and 1999, respectively, using the average estimated value obtained from two independent brokers.

The consideration subsequently agreed for these vessels including bunker fuel and lubricants valued at $4.0 million onboard at the time of sale was $76.7 million net of broker commissions.

Our unaudited interim condensed consolidated financial statements for the 9-month period ending September 30, 2018, furnished on November 29, 2018 include a loss of $3.3 million in total related to the sales of these 8 vessels. When compared to the estimated fair value recorded as at December 31, 2017, we recorded a loss of $1.7 million in the second quarter of 2018, in respect of the first two vessels sold, and a loss of $1.6 million in the third quarter of 2018 related to the remaining six vessels. The additional impairment charges recorded in 2018 were mainly relating to costs to sell upon classifying assets as held for sale in the second quarter of 2018.

Item 15. Controls and Procedures

A.          Disclosure Controls and Procedures, page 64

3.

Please revise to indicate that it was management, including the Chief Executive Officer and the Chief Financial Officer, that assessed the disclosure controls and procedures, not the company.  Refer to Item 307 of Regulation S-K and SEC Release No. 33-8810.  In addition, please clarify that any remedial efforts are made towards a broader spectrum of issues and not just going concern.

In light of the Staff's comment, the Company will revise its disclosure in future filings of its Annual Report on Form 20-F to include the additional information as follows (based on the circumstances existing as at December 31, 2017, for the purposes of presenting the illustrative disclosure below):

"Pursuant to Rules 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Company's management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2017. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this assessment, the Company's management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures were not effective as a result of the material weakness that existed as of December 31, 2017, described below."

Further the Company will revise its disclosure in future filings to include disclosure as follows (based on the circumstances existing as at December 31, 2017, for the purposes of presenting the illustrative disclosure below):

"We are committed to maintaining an effective internal control environment and believe these measures will remediate the material weakness identified. These remediation initiatives are intended to enhance the Company's ability to provide accurate and timely internal control by establishing a formal process and specific control activities. Management believes that these measures, which are currently being implemented, will remediate the identified weakness."  We note, if relevant, this disclosure will incorporate any other information as applicable for 2018.

Note 10. Long-Term Debt

Credit Facility and Financing, page F-17

4.

Please provide us with an update on the status of the revolving credit facility (i.e., the Backstop facility), such as any instances of default and covenant violations as of the date of your response letter.  Furthermore, in accordance with the requirements of Rule 408(e)(1) of Regulation S-X, revise to disclose in the notes to the financial statements the nature of any restrictions on the company's ability to pay dividends, as applicable.

The Back-Stop facility has been cancelled as of the date of this letter and is as such no longer subject to any default or covenant clauses. In our unaudited interim condensed consolidated financial statements for the period ending September 30, 2018 furnished on November 29, 2018 we have disclosed as follows:

On December 20, 2017, we signed an agreement for a $375.0 million Backstop Facility. The Backstop Facility was a senior secured loan facility of up to $375.0 million, which was conditioned upon the closing of a bond offering. The Backstop Facility was available for drawing from July 1, 2018. On June 18, 2018 we announced that we decided to not proceed with a bond offering as it was considered not to be in the best interest of the shareholders of the Company. Subsequently, the Backstop facility has been cancelled and we are assessing

different financing alternatives that we expect to finalize in 2018 or early 2019. Associated cost with the Backstop Facility has been expensed in full in 2018.

On page F-18 in our 2017 Form 20-F we disclosed that a quarterly dividend of $0.03 can be distributed upon utilization of the Backstop facility, which was the restriction set by the loan agreement. There were no further clauses attached to dividend distributions.

Note 16. Financial Instruments and Other Fair Value Disclosures, page F-21

5.

We note that you have provided a table with the carrying value and estimated fair value of assets and liabilities measured at fair value on a recurring basis.  Please revise to also include the disclosures required by ASC 820-10-5-2 for assets and liabilities measured at fair value on a non-recurring basis, such as your impairment of vessels and goodwill during 2017.

In light of the Staff's comment, the Company will revise its disclosure in future filings of its Annual Report on Form 20-F to include the additional information as discussed above and as per the below (based on the situation at December 31, 2017 for the purposes of the illustrative disclosure).

All figures in USD '000

Fair Value

Hierarchy

Level

2017

Fair

Value

2017

Carrying

Value

2016

Fair

Value

2016

Carrying

Value

Recurring:

Cash and Cash Equivalents

1

58,359

58,359

82,170

82,170

Credit Facility

2

(391,641

)

(391,641

)

(447,000

)

(447,000

)

Other Non-Current Assets (restricted cash)

1

-

-

10,149

10,149

Non-recurring:

Vessels (note 3)*

2

100,000

100,000

-

-

Goodwill (note 5) **

3

0

0

-

-

*Vessels measured at fair value are included as part of the Vessels balance of $935,813,000 in our consolidated balance sheet as of December 31, 2017

**The most important assumptions and estimates applied by us in the goodwill impairment assessment include estimated future cash flows from our vessel operations, which is mainly driven by estimated daily time charter equivalents (TCE), operating expenses and the discount rate. The estimated future cash flows for revenues and operating expenses applied in the goodwill impairment model are aligned with the cash flows applied in the vessel impairment model. We refer to note 5 for further information.

********

The Company understands that it is responsible for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact the undersigned at (212) 574-1223, or Evan Preponis at (212) 574-1438, with any questions or comments.

Very truly yours,

SEWARD & KISSEL LLP

By:

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Claire Erlanger

Securities and Exchange Commission

Herbjørn Hansson

Chief Executive Officer

Nordic American Tankers Limited

Bjørn Giaever

Chief Financial Officer

 Nordic American Tankers Limited

November 8, 2018
Herbjorn Hansson
Chief Executive Officer
Nordic American Tankers Ltd
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda
Re:Nordic American Tankers Ltd
Form 20-F for Fiscal Year Ended December 31, 2017
Filed May 15, 2018
File No. 001-13944
Dear Mr. Hansson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F filed on May 15, 2018
Item 5. Operating and Financial Review and Prospects
H. Critical Accounting Estimates
Vessel Impairment, page 38
1.Considering that your market capitalization is significantly lower than equity as of June
30, 2018 and given the significant decline in revenues and operating results through June
30, 2018, supplementally advise us of whether you performed an updated interim
impairment test of your vessels pursuant to the guidance in Topic ASC 360-10.  If so,
provide us with your conclusions/results, including the nature and amount of all
significant assumptions.  If you did not perform an analysis subsequent to December 31,

 FirstName LastNameHerbjorn Hansson
 Comapany NameNordic American Tankers Ltd
 November 8, 2018 Page 2
 FirstName LastNameHerbjorn Hansson
Nordic American Tankers Ltd
November 8, 2018
Page 2
2017, please explain why you do not believe the significant decline in revenues resulting
from decreased TCE rates experienced during the first six months of 2018 as compared to
the comparable period of the prior year represents a significant adverse change in business
climate that could affect the value of the vessels, which would trigger an updated
impairment analysis pursuant to ASC Topic 360-10.  Finally, tell us if you intend to
perform an analysis prior to year end 2018.
2.We note from your press release furnished on Form 6-K on August 15, 2018 that, towards
the end of the 2nd quarter, you entered into several agreements to sell 8 Suezmax vessels
and these vessels have now been delivered to their respective new owners.  Please tell
us the amount of any loss or gain you have recorded on the sale of these vessels. Also, if
these are the vessels that were written down to fair value as of December 31, 2017, tell us
how the consideration received for these vessels compares to their fair value as of
December 31, 2017.
Item 15. Controls and Procedures
A. Disclosure Controls and Procedures, page 64
3.Please revise to indicate that it was management, including the Chief Executive Officer
and the Chief Financial Officer, that assessed the disclosure controls and procedures, not
the company.  Refer to Item 307 of Regulation S-K and SEC Release No. 33-8810.  In
addition, please clarify that any remedial efforts are made towards a broader spectrum of
issues and not just going concern.
Note 10. Long-Term Debt
Credit Facility and Financing, page F-17
4.Please provide us with an update on the status of the revolving credit facility (i.e., the
Backstop facility), such as any instances of default and covenant violations as of the date
of your response letter.  Furthermore, in accordance with the requirements of Rule 4-
08(e)(1) of Regulation S-X, revise to disclose in the notes to the financial statements the
nature of any restrictions on the company’s ability to pay dividends, as applicable.
Note 16. Financial Instruments and Other Fair Value Disclosures, page F-21
5.We note that you have provided a table with the carrying value and estimated fair value of
assets and liabilities measured at fair value on a recurring basis.  Please revise to also
include the disclosures required by ASC 820-10-5-2 for assets and liabilities measured at
fair value on a non-recurring basis, such as your impairment of vessels and goodwill
during 2017.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameHerbjorn Hansson
 Comapany NameNordic American Tankers Ltd
 November 8, 2018 Page 3
 FirstName LastName
Herbjorn Hansson
Nordic American Tankers Ltd
November 8, 2018
Page 3
             You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at (202) 551-3301
with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mailstop 3561
May 4, 2018

Turid M. Sorensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for Fiscal Year Ended December  31, 201 6
Filed May 1 , 2017
File No. 00 1-13944

Dear Mr. Sorensen :

We note your response to our prior comment 1 in your letter dated April 5,
2018.   Without agreeing with your analysis or conclusion, we have determined not to pursue this
issue further at this time.

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstandi ng
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

April 5, 2018

VIA EDGAR

Melissa Raminpour, Branch Chief

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Nordic American Tankers Limited

Form 20-F for Fiscal Year Ended December 31, 2016

Filed May 1, 2017

File No. 001-13944

Dear Ms. Raminpour:

We refer to the annual report on Form 20-F, filed by Nordic American Tankers Limited (the "Company") with the Securities and Exchange Commission (the "Commission") on May 1, 2017 (the "Annual Report").  By letter dated March 19, 2018 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Annual Report.

For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text.

Exhibits, page 71

1.

We note your response to our prior comment 6. Please provide us further analysis as to why you believe this contract is the type that ordinarily accompanies the kind of business you conduct.  Address for example that you have one substantial credit facility whereas other shipping companies often have multiple smaller vessel-specific credit facilities.  As an alternative, please file as an exhibit the revolving credit facility referenced on pages 37 and F-21, or confirm that you will file the revolving credit facility as an exhibit with your Annual Report on Form 20-F for the year ended 2017.

In response to the Staff's comment, the Company notes the Staff's distinction between vessel-specific loan agreements and the single loan agreement held by the Company secured by most of the vessels in the Company's fleet.  The Company does not believe this distinction should derogate from the agreements being considered as having been made in the ordinary course of business.  This is especially so, considering that it is common in the industry for vessel-specific loan agreements to contain cross-default provisions relating to all of the loan agreements guaranteed by the holding company.  Therefore,

U.S. Securities and Exchange Commission

April 5, 2018

Page 2

while having vessel-specific loan agreements creates additional administrative work, it does not limit or increase the risk profile of the Company.  Furthermore, the material terms of the Company's loan agreement and those of vessel-specific loan agreements are typically very similar.  Namely, whether vessel specific or fleet related, the loans require a certain amount of security backed by the value of the vessel or vessels, a term, a margin and the fulfilment of certain customary covenants throughout the life of the loan.

In addition, the loan agreement is not one of the types of agreements specified under Item 601(b)(10)(ii) of Regulation S-K or Item 19 of Form 20-F.

**************

The Company understands that it is responsible for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact the undersigned at (212) 574-1223, or Evan Preponis at (212) 574-1438, with any questions or comments.

Very truly yours,

SEWARD & KISSEL LLP

/s/ Gary J. Wolfe

By:  Gary J. Wolfe

cc:

Jim Dunn

 Securities and Exchange Commission

John Stickle

 Securities and Exchange Commission

John D. Brown

 Securities and Exchange Commission

Herbjørn Hansson

Chief Executive Officer

 Nordic American Tankers Limited

Bjørn Giaever

Chief Financial Officer

 Nordic American Tankers Limited

Mail Stop 3561
March 19, 2018

Turid M. Sorensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for Fiscal Year Ended December 31, 2016
Filed May 1, 2017
File No. 001 -13944

Dear Mr. Sorensen :

We have reviewed  your March 2 , 2018  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not belie ve our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in o ur December
15, 2017  letter .

Exhibits, page 71

1. We note your response to our prior comment 6.   Please provide us further analysis as to
why you believe this contract is the type that ordinarily accompanies the kind of business
you conduct.   Address for example that you have one substantial credit facility whereas
other shipping companies often have multiple smaller vessel -specific credit facilities.   As
an alternative , please file as an exhibit the revolving credit facility referenced on pages 37
and F-21, or confirm that you will file the revolving credit facility as an exhibit with your
Annual Report on Form 20 -F for the year ended 2017.

Turid M. Sorensen
Nordic American Tankers Limited
March 19 , 2018
Page 2

 You may contact Jim Dunn  at (202) 551 -3724 or me at (202) 551 -3379 if you have
questions regarding comments on t he financial statements and related matters.  Please contact
John Stickle  at (202) 551 -3324 or John D. Brown  at (202) 551 -3859 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

March 2, 2018

VIA EDGAR

Melissa Raminpour, Branch Chief

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Nordic American Tankers Limited

Form 20-F for Fiscal Year Ended December 31, 2016

Filed May 1, 2017

File No. 001-13944

Dear Ms. Raminpour:

We refer to the annual report on Form 20-F, filed by Nordic American Tankers Limited (the "Company") with the Securities and Exchange Commission (the "Commission") on May 1, 2017 (the "Annual Report").  By letter dated December 15, 2017 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Annual Report.  We provided responses to the Comment Letter by letter dated January 19, 2018.  Under comment number 6 of the Comment Letter, the Commission requested that the Company file with the Commission as an exhibit, the Company's revolving credit facility (the "Facility").  While the Company does deem the Facility a material contract, as an amended response to comment number 6, it also deems it a contract that ordinarily accompanies entities involved in the shipping industry and it is considered to have been made in the ordinary course of business.  The shipping industry is a capital intensive industry with most vessels purchased using secured loan financing similar to the Facility.  Furthermore, the Company is currently in the midst of a recapitalization and is planning to retire the Facility and enter into a new secured loan.  In addition, the Company has disclosed material terms of the Facility in its Annual Report, interim reports on Form 6-K and prospectus supplements filed pursuant to Rule 424 of the Securities Act of 1933, as amended.  Accordingly, the Company does not find that the Facility is an agreement that is required to be filed pursuant to the section entitled "Instructions as to Exhibits" of the Form 20-F.  The Company advises the Staff that it does not plan to file the Facility with its annual report on Form 20-F for the year ended 2017.

**************

U.S. Securities and Exchange Commission

March 2, 2018

Page 2

Please feel free to contact the undersigned at (212) 574-1223, or Evan Preponis at (212) 574-1438, with any questions or comments.

Very truly yours,

SEWARD & KISSEL LLP

/s/ Gary J. Wolfe

By:  Gary J. Wolfe

cc:

Jim Dunn

 Securities and Exchange Commission

John Stickle

 Securities and Exchange Commission

John D. Brown

 Securities and Exchange Commission

Herbjørn Hansson

Chief Executive Officer

 Nordic American Tankers Limited

Bjørn Giaever

Chief Financial Officer

 Nordic American Tankers Limited

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

February 22, 2018

VIA EDGAR

Melissa Raminpour, Branch Chief

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Nordic American Tankers Limited

Form 20-F for Fiscal Year Ended December 31, 2016

Filed May 1, 2017

File No. 001-13944

Dear Ms. Raminpour:

We refer to the annual report on Form 20-F, filed by Nordic American Tankers Limited (the "Company") with the Securities and Exchange Commission (the "Commission") on May 1, 2017 (the "Annual Report").  By letter dated February 5, 2018 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Annual Report.

For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text.

Form 20-F for Fiscal Year Ended December 31, 2016

H. — Critical Accounting Policies, page 39

Goodwill, page 43

We reviewed your response to prior comment 5 and have the following comments/inquiries regarding your goodwill impairment model:

·

Tell us how your TCE calculations translate into future cash flow projections.

·

Tell us how many (annual) time periods are used for the discrete cash flow periods leading up to the terminal value.

U.S. Securities and Exchange Commission

February 22, 2018

Page 2

·

Tell us all of the assumptions used in your terminal value estimate (i.e. constant return on capital, constant growth rate and constant return on new investment capital).

·

In estimating the WACC, tell us whether or not you considered adding a control premium when compiling the various factors included in the WACC calculation (e.g., cost of debt, market risk premium, unsystematic risk premium, beta, et al).

·

Tell us how your TCE calculations translate into future cash flow projections.

We refer to our responses to questions 4 and 5 in our response letter dated January 19, 2018 with regards to how we arrived at the TCE rates for the first and second year, and for the years thereafter in our impairment model. To perform step one of the goodwill impairment test, we estimated the fair value of our one reporting unit using an income approach that utilizes TCE rates as a significant input into our model. These rates have been applied in the fair value model as a direct input to the model to determine forecasted voyage revenues for the relevant periods.

We have projected future cash flows based on TCE rates, as described above, less estimated operating expenses, dry-docking expenses and less general and administrative expenses. The TCE rates are converted to annual forecasted revenues by multiplying TCE by the number of days in the year less days for expected off-hire and dry-docking. In addition, we have included estimated cash inflows from expected scrapping of the existing fleet and cash outflows upon expected replacement of retired vessels. Scrapping is assumed to take place when a vessel reaches 25 years of age, the end of the assumed economic useful life of a vessel. Cash outflow from replacement of the vessel scrapped is assumed to take place at the same time.

·

Tell us how many (annual) time periods are used for the discrete cash flow periods leading up to the terminal value.

The goodwill impairment model encompasses 28 annual time periods leading up to the terminal value. We utilized 28 years in the model to capture the full lifecycle of the vessels on hand and newbuildings on order. Applying an alternative time period of 25 years does not materially affect the calculation.

·

Tell us all of the assumptions used in your terminal value estimate (i.e. constant return on capital, constant growth rate and constant return on new investment capital).

We calculated the terminal value estimate based on the perpetuity growth methodology (i.e. the Company will continue to generate cash flow at a normalized state) and have assumed a growth factor of 0%. The terminal value estimate has been calculated by dividing the discounted cash flow in year 28 by the weighted average cost of capital, or the WACC. The discounted estimated cash flow in year 28 in combination with the 0% growth factor utilized assumes a constant return on investment capital and a constant return on new investment capital. The consideration of replacement capital expenditures is incorporated into the terminal value estimate through year 28 cash flows, which approximates average capital expenditures.

U.S. Securities and Exchange Commission

February 22, 2018

Page 3

·

In estimating the WACC, tell us whether or not you considered adding a control premium when compiling the various factors included in the WACC calculation (e.g., cost of debt, market risk premium, unsystematic risk premium, beta, et al).

The Company has not applied a control premium to the WACC. The estimated discount rate is assumed to reflect the market participants' view of holding 100% of the cash flows.

**************

The Company understands that it is responsible for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact the undersigned at (212) 574-1223, or Evan Preponis at (212) 574-1438, with any questions or comments.

Very truly yours,

SEWARD & KISSEL LLP

/s/ Gary J. Wolfe

By:  Gary J. Wolfe

cc:

Jim Dunn

 Securities and Exchange Commission

John Stickle

 Securities and Exchange Commission

John D. Brown

 Securities and Exchange Commission

Herbjørn Hansson

Chief Executive Officer

 Nordic American Tankers Limited

Bjørn Giaever

Chief Financial Officer

 Nordic American Tankers Limited

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

February 8, 2018

VIA EDGAR

James Dunn

Division of Corporation Finance

United States Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

Nordic American Tankers Limited

Form 20-F for Fiscal Year Ended December 31, 2016

Filed May 1, 2017

File No. 001-13944

Dear Mr. Dunn:

This confirms that, at our request, you have set the new response date for Nordic American Tankers Limited to your letter dated February 5, 2018 at February 28, 2018.

Thank you for your kind cooperation.

Very truly yours,

SEWARD & KISSEL LLP

By:

/s/ Gary J. Wolfe

Gary J. Wolfe, Esq.

cc:

Melissa Raminpour

Securities and Exchange Commission

John Stickel

Securities and Exchange Commission

John D. Brown

 Securities and Exchange Commission

Herbjørn Hansson

Chief Executive Officer

 Nordic American Tankers Limited

Bjørn Giaever

Chief Financial Officer

 Nordic American Tankers Limited

Mail Stop 3561
February 5, 2018

Turid M. Sorensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for Fiscal Year Ended December 31, 2016
Filed May 1, 2017
File No. 001 -13944

Dear Mr. Sorensen :

We have reviewed  your January 19, 2018  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our December
15, 2017  letter .

Form 20 -F for Fiscal Year Ended December 31, 2016

H. — Critical Accounting Policies, page 39

Turid M. Sorensen
Nordic American Tankers Limited
February 5, 2018
Page 2

 Goodwill, page 43

We reviewed your response to prior comment 5 and have the following comments/inquiries
regarding your goodwill impairment model:
 Tell us how your TCE calculations translate into future cash flow projections.
 Tell us how many (annual) time periods are used for the discrete cash flow periods leading
up to the terminal value.
 Tell us all of the assumptions used in your terminal value estimate (i.e. constant return on
capital, constant growth rate and constant return on new investment capital).
 In estimating the WACC, tell us whether or not you considered adding a control prem ium
when compiling the various factors included in the WACC calculation (e.g., cost of debt,
market risk premium, unsystematic risk premium, beta, et al).

You may contact Jim Dunn  at (202) 551 -3724 or me at (202) 551 -3379 if you have
questions regarding comments on the financial statements and related matters.  Please contact
John Stickle  at (202) 551 -3324 or John D. Brown  at (202) 551 -3859 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office  of Transportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

 January 19, 2018

VIA EDGAR

Melissa Raminpour

Branch Chief, Office of Transportation and Leisure

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC  20549-5546

Re:

Nordic American Tankers Limited

Form 20-F for the Fiscal Year Ended December 31, 2016

Filed May 1, 2017

File No. 001-13944

Dear Ms. Raminpour:

We refer to the annual report on Form 20-F, filed by Nordic American Tankers Limited (the "Company") with the Securities and Exchange Commission (the "Commission") on May 1, 2017 (the "Annual Report").  By letter dated December 15, 2017 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Annual Report.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text.

General

1.

We note that on June 22, 2017 and December 12, 2017 you filed on Forms 6-K your 2017 first and third quarter earnings releases, respectively. We also note that your website provides an earnings release to your investors for the second quarter of 2017. Please file your second quarter 2017 earnings release on Form 6-K. Refer to General Instruction B of Form 6-K.

On December 18, 2017, the Company filed its second quarter 2017 earnings release on Form 6-K.

Melissa Raminpour

Securities and Exchange Commission

January 19, 2018

Page 2

Form 20-F for Fiscal Year Ended December 31, 2016

Item 3 — Key Information

D. —  Risk Factors, page 4

From time to time, our vessels call on ports located in countries that are subject to restrictions  imposed by the U.S. or other governments, which could adversely affect our reputation and the market for our common stock, page 11

2.

In your letter to us dated August 15, 2015, you described your vessels' calls on ports in Sudan. You disclose in the Form 20-F that your vessels may, on charterers' instructions, call on ports in Sudan. Sudan is identified by the U.S. Department of State as a state sponsor of terrorism, and is subject to U.S. export controls. You do not discuss in the Form 20-F contacts with Sudan. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan since the referenced letter, whether through subsidiaries, charterers, or other direct or indirect arrangements. You should describe any goods, services or fees you have provided into Sudan, directly or indirectly, and any agreements, arrangements or other contacts you have had with the government of Sudan or entities it controls.

We emphasize that neither the vessels nor the Company employs U.S. citizens and does not carry U.S.-origin cargoes in connection with the business in the port of Bashayer in North Sudan. The Company's vessels have only made calls at this port in North Sudan.

13 vessels owned by the Company made 21 calls to North Sudan during 2015.  These calls involved loading of oil cargoes in the North Sudanese port of Bashayer to be carried to international locations outside of the United States pursuant to voyage charters with non-U.S. charterers.  During these calls in 2015, the Company incurred approximately $532,000 in port charges which were paid to local port authorities. To our knowledge there is only one oil port in North Sudan.

16 vessels owned by the Company made 25 calls to North Sudan during 2016.  All of these calls involved loading of oil cargoes in the North Sudanese port of Bashayer to be carried to international locations outside of the United States pursuant to voyage charters with non-U.S. charterers.  During these calls in 2016, the Company incurred approximately $620,000 in port charges which were paid to local port authorities.

During 2017 the oil lifted in our suezmax tankers was reduced compared with 2015 and 2016. 4 vessels owned by the Company made 6 calls to North Sudan for the nine months ended September 30, 2017.  All of these calls involved loading of oil cargoes in the North Sudanese port of Bashayer to be carried to international locations outside of the United States pursuant to voyage charters with non-U.S. charterers.  During these calls in 2017, the Company incurred approximately $151,000 in port charges which were paid to local port authorities.

Other than as set forth above, the Company has not provided any goods, services or fees into North Sudan, directly or indirectly, and the Company has no agreements, arrangements or other contacts with the government of North Sudan.

All of the Company's vessels are operating in the spot- and time-charter market, and the loading and discharging ports are determined by our customers. The Company can therefore not estimate if any future charterers will choose to conduct voyages to North Sudan.

Please see the map of North Sudan and South Sudan attached hereto under Exhibit A.

Melissa Raminpour

Securities and Exchange Commission

January 19, 2018

Page 3

3.

Please tell us the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan for the last three fiscal years and the subsequent interim period.

The Company advises that it has no assets or liabilities associated with North Sudan for the last three fiscal years and neither the Company nor its subsidiaries have entered into or have any future plans to enter into any contracts, agreements or other arrangements with the government of North Sudan or any entities controlled by the government of North Sudan, including any entities organized in these countries, and as a result, the Company has not earned any revenues directly from this government or entities controlled by this government during the last three fiscal years or the subsequent interim period.

The Company advises that it has no assets or liabilities associated with North Sudan for the last three fiscal years and it earned the following amounts of net voyage revenue from calls to North Sudan during 2014, 2015, 2016 and the subsequent interim period:

Fiscal year 2014:  $41.5 million

Fiscal year 2015:  $46.6 million

Fiscal year 2016:  $60.7 million

For the nine months ended September 30, 2017:  $12.9 million

Item 5 — Operating and Financial Review and Prospects, page 32

H. — Critical Accounting Policies, page 39

Vessel Impairment, page 41

4.

We note that your estimates of TCE use average estimated day rates provided by Marex for the first and second year and the average 15-year Suezmax Earnings Trend from Clarksons for the years thereafter. We also note that both are adjusted to estimate the actual TCE used to estimate the impairment of your vessels. Please tell us and revise your future filings to discuss the following:

·

your methodology of weighting these rates, including whether you considered a probability-weighted approach as discussed at ASC 360-10-35-30

·

any adjustments made to your final determination of actual TCE

·

why you use different sources for your rates in the first and second year assumptions as compared to the years thereafter

·

whether you consider inflation in your projections for operating expenses; and

·

your consideration of the possible sale of your vessels given the challenging market and the event of default on your credit facility per ASC 360-10-35-30.

Melissa Raminpour

Securities and Exchange Commission

January 19, 2018

Page 4

It would be helpful if you could provide us with an example of your calculation of actual TCE.

·

your methodology of weighting these rates, including whether you considered a probability-weighted approach as discussed at ASC 360-10-35-30

We have not applied a probability-weighted approach as discussed at ASC 360-10-35-30, as we believe that applying the combination of Marex forward rates and historical average rates (please see further response below) best captures the cyclical and volatile market conditions in our industry over time. The Company considered all conditions and available evidence that existed as of December 31, 2016 to estimate the future cash flows used to test the recoverability of our vessels including considering whether applying a probability-weighted approach may be useful.

Furthermore, our internal cash flow assumptions in accordance with ASC 360-10-35-30 purposely did not include alternative courses of action, as noted by the standard, such as potential sale of vessels before the end of their estimated useful lives.

·

any adjustments made to your final determination of actual TCE

We have made adjustments to the Marex forward rates and historical Clarksons rates to adjust for differences between these rates and the Company's actual performance.

Where the Company's observed historical entity-specific performance indicates a different rate than published by Marex, we have adjusted the two-year forward rates applied in the impairment model to match the Company's historical performance against the Marex rates. We have 13 years of entity-specific history that we have used to compare with 13 years of historical data from Marex. The comparison resulted in a required adjustment to decrease the Marex –forward rate by 2.5% to arrive at the Company's day rates utilized for the first two years in the impairment model.  Please refer to Appendix I for an example of our calculation of actual TCE.

For the years thereafter (from year 3 to the end of each vessel's useful economic life) we have applied the 15-year Suezmax Earnings trend from Clarksons, applying a similar adjustment methodology as explained for the Marex rate, in which we have compared the Company's actual historical performance over the last 13 years to the historical rates obtained from Clarkson for the same period. We have used the preceding thirteen-year period, as opposed to a longer period, as this is the period we have necessary data available for actual TCE related to our own vessels.

We perform a comparison of a thirteen year period and apply the adjustment to the 15-year average (as per above). The adjustment to the 15-year historical average charter rates is considered to not have a significant impact, as opposed to applying the Company's historical actual TCE rates, on the impairment model per Dec 31, 2016. There will not be a need for this adjustment at the time when the Company has 15 years of trading history available, as we expect to apply our own historical achieved rates at that time.

Melissa Raminpour

Securities and Exchange Commission

January 19, 2018

Page 5

·

why you use different sources for your rates in the first and second year assumptions as compared to the years thereafter

As disclosed on page 41 of the 20-F, in estimating TCE, the Company has applied Marex forward day rates as the basis for the first two years and 15-year historical day rates for the years thereafter.

The Company used different sources for the rates for the first and second year assumptions as the Marex forward rates are only available for the first and second year (available forward rate estimate periods). We have used the Marex forward rates, as opposed to Clarksons forward rates or any other forward rates, as the Company has historically tracked the Marex forward rates against the Company's achieved rates, and thus we have a better understanding of how the Marex forward rates correlate to the Company's achieved rates than any other forward rates.

Using this external data for the first and second year is considered a more precise forecast as it captures the shorter-term expected market development of our business. We believe using the Marex rates for the first and second year results in a more accurate impairment model than if we were to apply the 15-year historical date rates for this period. We note that we have consistently applied the approach of using the adjusted 15-year Suezmax Earnings trend from Clarksons and the adjusted Marex forward rates in our previous impairment assessments.

For the years thereafter, we believe historical market information is a reasonable proxy for our specific cash flows based on our existing business strategy. We operate in a cyclical and volatile market environment. The Company utilized the 15-year historical average charter rates specific for our type of vessels, as this average is most likely to encompass the charter rate cycles that the Company's fleet will experience over its remaining expected useful life.

This approach included objective data reflecting both positive and negative cycles impacting our business and by using a long-term average we will, in our opinion, capture the high, low and average trends in the market. The Company considered using a different time period in our vessel impairment model, however, it is our opinion that the historical average charter rates for the trailing one, five, and 10-year periods are each too short a time frame, and do not necessarily include the peaks and troughs of the market cycle.

Based on this, we believe that a 15-year historical average remains the best basis for estimating future cash flows beyond the first two years.

Melissa Raminpour

Securities and Exchange Commission

January 19, 2018

Page 6

·

whether you consider inflation in your projections for operating expenses; and

In our projections for operating expenses, we have applied approximately a one percent compounded growth factor for the operating expenses. We have only applied this growth factor to the operating expenses and have not applied any growth factor in projecting our future revenue estimates.

When estimating the future increase in operating expenses, we have analyzed the development in our operating expenses over the last thirteen years (2004-2016).  We have calculated the average increase per year in the operating expenses based on our actual historical entity-specific data.

We have used the preceding thirteen-year period, as opposed to a longer period, as this is the period we have necessary data available for operating expenses related to our own vessels.

·

your consideration of the possible sale of your vessels given the challenging market and the event of default on your credit facility per ASC 360-10-35-30.

The Company has never sold one of its vessels and it is the Company's policy and strategy to hold vessels in use for the long-term as the Company believes that the vessels will each generate profitable cash flows over this time. The Company did not at December 31, 2016 (and does not) anticipate or consider any need for the sale of any vessels, potentially realizing a loss on such a vessel sale, when performing our impairment analysis (ASC 360-10-35-30).

In light of the Staff's comment, the Company will revise its disclosure in future filings of its Annual Report on Form 20-F to include the additional information as discussed above.

Goodwill, page 43

5.

We note that you have one reporting unit with goodwill attributed to it. We also note that you performed a goodwill impairment assessment as of December 31, 2016 using an income valuation approach and the estimated fair value of your reporting unit exceeded its carrying value. We note from your accounting policy on page F-13 (Goodwill) that you use a discounted cash flow model to determine the fair value of a reporting unit unless there is a readily determinable fair market value. Further, we note that your market capitalization was lower than the book value of stockholders' equity at December 31, 2016. Please respond to the following:

·

Tell us and revise your future filings to disclose the percentage by which the fair value of the reporting unit exceeded the carrying value.

Melissa Raminpour

Securities and Exchange Commission

Mailstop 3561
December 15, 2017

Turid M. Sorensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for Fiscal Year Ended December 31, 2016
Filed May 1, 2017
File No. 001-13944

Dear Mr. Sorensen :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments .

General

1. We note that on June 22, 2017 and December 12, 2017 you filed on Forms 6 -K your
2017 first and third quarter earnings release s, respectively .  We also note that your
website provides an earnings release to your investors for the second quarter of 2017.
Please file your second quarter  2017  earnings release on Form 6 -K.  Refer to General
Instruction B of Form 6 -K.

Turid M. Sorensen
Nordic American Tankers Limited
December 15 , 2017
Page 2

 Form 20 -F for Fiscal Year Ended December 31, 2016

Item 3 — Key Information

D. — Risk Factors, page 4

From time to time, our vessels call on ports located in countries that are subject to restrictions
imposed by the U.S. or other governments, which could adversely affect our reputation and the
market for our common stock, page 11

2. In your letter to us dated August 15, 2015, you described your vessels’ calls o n ports in
Sudan.   You disclose in the Form 20 -F that your vessels may, on charterers’ instructions,
call on ports in Sudan.   Sudan is identified by the U.S. Department of State as a state
sponsor of terrorism, and is subject to U.S. export controls.   You do not discuss in the
Form 20 -F contacts with Sudan.   Please describe to us the nature and extent of any past,
current and anticipated contacts with Sudan since the referenced letter, whether through
subsidiaries, charterers, or other direct or indirect ar rangements.   You should describe
any goods, services or fees you have provided into Sudan, directly or indirectly, and any
agreements, arrangements or other contacts you have had with the government of Sudan
or entities it controls.

3. Please tell us the a pproximate dollar amounts of any revenues, assets and liabilities
associated with Sudan for the last three fiscal years and the subsequent interim period.

Item 5 — Operating and Financial Review and Prospects, page 32

H. — Critical Accounting Policie s, page 39

Vessel Impairment, page 41

4. We note that your estimates of TCE use average estimated day rates provided by Marex
for the first and second year and the average 15 -year Suezmax Earnings Trend from
Clarksons for the years thereafter.   We also no te that both are adjusted to estimate the
actual TCE used to estimate the impairment of your vessels.  Please tell us and revise
your future filings to discuss the following:
 your methodology of weighting these rates, including whether you considered a
probability -weighted approach a s discussed at ASC 360 -10-35-30
 any adjustments made to your fi nal determination of actual TCE
 why you use different sources for your rates in the first and second year assumptions
as comparaed to  the years thereafter
 whether  you consider inflation in your projections for operating expenses; and
 your consideration of the possible sale of your vessels given the challenging market
and the event of default on your credit facility per ASC 360 -10-35-30.
It would be helpful if you c ould provide us with an example of your calculation of actual
TCE.

Turid M. Sorensen
Nordic American Tankers Limited
December 15 , 2017
Page 3

 Goodwill, page 43

5. We note that you have one reporting unit with goodwill attributed to it. We also note that
you performed a goodwill impairment assessment as of December 31, 2016 using an
income valuation approach and the estimated fair value of your reporting unit exceeded
its carrying value.  We note from your accounting policy on page F -13 (Goodwill) that
you use a discoun ted cash flow model to determine the fair value of a reporting unit
unless there is a readily determinable fair market value.  Further, we note that your
market capitalization was lower than the book value of stockholders’ equity at December
31, 2016.  Please respond to the following:
 Tell us and revise your future filings to disclose the percentage by which the fair
value of the reporting unit exceeded the carrying value.
 Tell us and revise your future filings to disclose the assumptions and estimates used
in step one of your goodwill impairment test  (e.g. discount rate ), include an
explanation to us of why you believe these assumptions are reasonable .
 Tell us and revise your future filings to disclose the following related to the
aforementioned key assum ptions: (i) the degree of uncertainty associated with these
key assumptions; and (ii) a sensitivity analyses that demonstrates how changes in
each key assumption would impact your estimate of the fair value of the reporting
unit.
 Please tell us why you d id not use the market approach in your valuation analysis.
Refer to ASC 350 -20-35-24.
 Provide us with a reconciliation of the aggregate fair value of your reporting unit to
your market capitalization as of December 31, 2016.
Please refer to Item 5.D of F orm 20 -F and Section V of SEC Release No. 33 -8350.

Exhibits, page 71

6. Please file as an exhibit the revolving credit facility referenced on pages 37 and F -21.
We also note that this credit facility is identified as a material contract on page 55.

Consolidated Balance Sheets as of December 31, 2016 and 2015, page F -6

7. We note from your disclosure on page F -21 (Credit Facility) that you are in default with a
debt covenant under your credit facility (i.e., the security covenant ratio).  In light of th is
default, your creditor has provided you with a waiver which lowers the requirements
under this ratio until May 31, 2018.  Please respond to the following:
 Tell us how you considered whether or not this credit facility should be classified as a
current l iability.  Refer to ASC 470 -10-45-11 for guidance and ASC 470 -10-55-2 for
an illustration .
 Separately, tell us and revise future filings to disclose whether or not this debt is
currently callable by your lenders , and if not;  explain to us and disclose in future
filings the circumstances which would allow your lenders to call this debt.

Turid M. Sorensen
Nordic American Tankers Limited
December 15 , 2017
Page 4

 8. Additionally, given the default on your debt covenant and the material weakness related
to the application of ASU 2014 -15, please tell us your consi deration to provide
disclosures pursuant to ASC 205 -40-50-12.  We note that default on a loan is an example
of an adverse condition and event that may raise substantial doubt about an entity’s
ability to continue as a going concern per ASC 205 -40-55-2.  If  you concluded that the
default and/or other adverse conditions and events did not raise to the level of substantial
doubt, then please provide us with your analysis that led to this conclusion and cite any
relevant guidance considered.

We remind you th at the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jim Dunn  at (202) 551 -3724 or me at (202) 551 -3379 if you have
questions regarding comments on the financial statements and related matters.  Please contact
John Stickle  at (202) 551 -3324 or John D. Brown  at (202) 551 -3859 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

Mail Stop 3561

February 9, 2017

Turid M. Sorensen
Chief Financial  Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for the Year  Ended December 31, 2015
  Filed March 23, 2016
  File No. 001-13944

Dear  Ms. Sorensen :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

February 3, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington D.C. 20549

Attn: Melissa Raminpour

Re:

Nordic American Tankers Limited

Form 20-F for the Year Ended December 31, 2015

Filed March 23, 2016

File No. 001-13944

Dear Ms. Raminpour,

On behalf of Nordic American Tankers Limited (the "Company"), we submit this response to your letter dated January 27, 2017 (the "Third Comment Letter") in which the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") provided comments to the Company's Report on Form 6-K for the nine months ended September 30, 2016 (the "Third Quarter Report"), which follows comments provided to the Company by the Staff in a letter dated December 21, 2016 (the "First Comment Letter") and January 10, 2017 (the "Second Comment Letter").  On behalf of the Company, we replied to the First Comment Letter on December 23, 2016 and the Second Comment Letter on January 24, 2017.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Third Comment Letter.  Each response is prefaced by the text of the Staff's corresponding comment in bold text.

Form 6-K furnished November 15, 2016

1.

We have reviewed your response to prior comment 1 of our letter dated January 10, 2017 and note you plan to revise the formerly titled non-GAAP measure of free cash flow to that of Adjusted EBITDA, and will continue to present it as a performance measure, as reconciled to Net Operating Gain (Loss). Please revise to reconcile Adjusted EBITDA to net income, rather than operating income, as we believe operating income would not be considered the most directly comparable GAAP measure. We refer you to Questions 103.01 and 103.02 of the Staff's Compliance & Disclosure Interpretations ("C&DIs") on Non-GAAP Financial Measures, issued on May 17, 2016. Alternatively, you could consider revising the title of the measure to "Adjusted Operating Earnings." Please revise accordingly.

The Company advises that it will in future filings with the Commission revise the title of the non-GAAP measure "Operating Cash Flow" to "Adjusted Net Operating Earnings" which will be presented as follows:

Reconciliation of Non-GAAP Financial Measures

Amounts in USD '000

Three Months Ended

Nine Months Ended

Sep. 30, 2016 (unaudited)

Jun. 30, 2016 (unaudited)

Sep. 30, 2015 (unaudited)

Sep. 30, 2016 (unaudited)

Sep. 30, 2015 (unaudited)

Net Operating  Earnings (Loss)

(2 189)

17 612

29 079

48 975

93 701

Depreciation Costs

23 248

21 447

20 477

66 320

60 944

Share Based Compensation and Changes in Deferred compensation Cost

632

1 633

(499)

2 974

(60)

Adjusted Net Operating Earnings(1)

21 691

40 692

49 057

118 270

154 585

(1)          Adjusted Net Operating Earnings represents Net Operating Earnings (Loss) before depreciation, share based compensation and changes in deferred compensation costs. Adjusted Net Operating Earnings is included because certain investors use this data to measure a shipping company's financial performance. Adjusted Net Operating Earnings is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Company's performance required by accounting principles generally accepted in the United States.

 *****

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Effie Simpson

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman

Nordic American Tankers Limited

Mail Stop 3561

January 27 , 2017

Turid M. Sorensen
Chief Financial  Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for the Year  Ended December 31, 2015
  Response dated January 24, 2017
  File No. 001-13944

Dear  Ms. Sorensen :

We have reviewed your response letter dated January 24 , and have the following
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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will re spond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 6 -K furnished November 15, 2016

1. We have rev iewed your response to prior comment 1 of our letter dated January 10, 2017
and note you plan to revise the formerly titled non -GAAP measure of free cash flow to
that of Adjusted EBITDA, and will continue to present it as a performance measure, as
reconcil ed to Net Operating Gain (Loss).  Please revise to reconcile Adjusted EBITDA to
net income, rather than operating income, as we believe operating income would not be
considered the most directly comparable GAAP measure.  We refer you to Questions
103.01 an d 103.02 of the Staff’s Compliance & Disclosure Interpretations (“C&DIs”) on
Non-GAAP Financial Measures, issued on May 17, 2016. Alternatively, you could
consider revising the title of the measure to “Adjusted Operating Earnings.” Please revise
accordingl y.

Turid M. Sorensen
Nordic American Tankers Limited
January 27, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly  Singleton at (202) 551 -3328 or Claire Erlanger  at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

January 24, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington D.C. 20549

Attn: Melissa Raminpour

Re:

Nordic American Tankers Limited

Form 20-F for the Year Ended December 31, 2015

Filed March 23, 2016

File No. 001-13944

Dear Ms. Raminpour,

On behalf of Nordic American Tankers Limited (the "Company"), we submit this response to your letter dated January 10, 2017 (the "Second Comment Letter") in which the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") provided comments to the Company's Report on Form 6-K for the nine months ended September 30, 2016 (the "Third Quarter Report"), which follows comments provided to the Company by the Staff in a letter dated December 21, 2016 (the "First Comment Letter"). On behalf of the Company, we replied to the First Comment Letter on December 23, 2016.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Second Comment Letter.  Each response is prefaced by the text of the Staff's corresponding comment in bold text.

Form 6-K furnished November 15, 2016

1.

We have reviewed your response to our prior comment 3 and refer you to Questions 102.07 and 102.10 of the Staff's Compliance & Disclosure Interpretations ("C&DIs") on Non-GAAP Financial Measures, issued on May 17, 2016. Specifically, free cash flow is typically a liquidity measure, which we would expect to be reconciled to cash flows from operating activities, rather than to net operating gain (loss), which you use in your reconciliation in your disclosure in the November 15, 2016 Form 6-K. If you utilize this non-GAAP measure as a performance measure, please consider renaming the non-GAAP measure to more appropriately portray it as a performance measure. Please provide us with an example of the measure and the surrounding disclosure to be included in future filings. We may have further comment upon reviewing your response.

The Company advises the Staff that in future filings with the Commission it will revise the title of the non-GAAP measure "Operating Cash Flow" to "Adjusted EBITDA" which will be presented as follows:

Reconciliation of Non-GAAP Financial Measures

Amounts in USD '000

Three Months Ended

Nine Months Ended

Sep. 30, 2016 (unaudited)

Jun. 30, 2016 (unaudited)

Sep. 30, 2015 (unaudited)

Sep. 30, 2016 (unaudited)

Sep. 30, 2015 (unaudited)

Net Operating  Gain (Loss)

(2 189)

17 612

29 079

48 975

93 701

Depreciation Costs

23 248

4 010

20 477

66 320

60 944

Share Based Compensation and Changes in Deferred compensation Cost

632

1 633

(499)

2 974

(60)

Adjusted EBITDA(1)

21 691

40 692

49 057

118 270

154 585

(1)          Adjusted EBITDA represents net operating gain (loss) before depreciation, share based compensation and changes in deferred compensation costs. Adjusted EBITDA is included because certain investors use this data to measure a shipping company's financial performance. Adjusted EBITDA is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Company's performance required by accounting principles generally accepted in the United States.

 *****

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Claire Erlanger

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman

Nordic American Tankers Limited

Mail Stop 3561

January 10, 2017

Turid M. Sorensen
Chief Financial  Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for the Year  Ended December 31, 2015
  Filed March 23, 2016
  File No. 001-13944

Dear  Ms. Sorensen :

We have reviewed your response letter dated December 23, 2016, and have the following
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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will re spond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 6 -K furnished November 15, 2016

1. We have rev iewed your response to our prior comment 3 and refer you to Questions
102.07 and 102.10 of the Staff’s Compliance & Disclosure Interpretations (“C&DIs”) on
Non-GAAP Financial Measures, issued on May 17, 2016.  Specifically, free cash flow is
typically a li quidity measure, which we would expect to be reconciled to cash flows from
operating activities, rather than to net operating gain (loss), which you use in your
reconciliation in your disclosure in the November 15, 2016 Form 6 -K.  If you utilize this
non-GAAP measure as a performance measure, please consider renaming the non -GAAP
measure to more appropriately portray it as a performance measure.  Please provide us
with an example of the measure and the surrounding disclosure to be included in future
filings .  We may have further comment upon reviewing your response.

Turid M. Sorensen
Nordic American Tankers Limited
January 10, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly  Singleton at (202) 551 -3328 or Claire Erlanger  at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Tra nsportation and Leisure

CORRESP
1
filename1.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

December 23, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington D.C. 20549

Attn: Melissa Raminpour

Re:

Nordic American Tankers Limited

Form 20-F for the Year Ended December 31, 2015

Filed March 23, 2016

File No. 001-13944

Dear Ms. Raminpour:

On behalf of Nordic American Tankers Limited (the "Company"), we submit this response to your letter dated December 21, 2016 (the "Comment Letter") in which the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") provided comments to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2015 and comments on the Company's Report on Form 6-K for the nine months ended September 30, 2016 (the "Third Quarter Report").

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter.  Each response is prefaced by the text of the Staff's corresponding comment in bold text.

Form 20-F for the fiscal year ended December 31, 2015

Operating and Financial Review and Prospects

Critical Accounting Estimates, page 34

1.

Refer to your discussion of Vessel Impairment. We note you have omitted tabular disclosure and related discussion previously included in the fiscal year ended December 31, 2015 Annual Report on Form 20-F of the rates used in your undiscounted cash flow analysis, the break even rate and the actual rates achieved for the current year and recent five year period. Please provide for us, and consider including such tabular disclosure and discussion in the December 31, 2016 Form 20-F, to be filed.

The Company advises that the tabular disclosure was not included in the Annual Report on Form 20-F for the fiscal year ended December 31, 2015 as the Company did not identify any events or circumstances indicating that the carrying amount of the assets were not recoverable. As such no undiscounted cash flow analysis was performed.

Considering the current market in which the Company operates, Management expects to perform an undiscounted cash flow analysis for the year ended December 31, 2016 and, if performed, the tabular disclosure described by the Staff will be included in the December 31, 2016 Form 20-F, to be filed.

Form 6-K furnished November 15, 2016

2.

We note your disclosure of operating cash flow per share. Please remove this measure as it does not comply with the Staff's Compliance and Disclosure Interpretations (C&DIs) Question 102.05 issued by the Division of Corporation Finance on May 17, 2016.

The Company advises the Staff that it will not use the non-GAAP measure operating cash flow per share in future filings with the Commission.

3.

We also note that your definition of computation of operating cash flow differs from the typical calculation of cash flows from operating activities presented in the statement of cash flows under U.S. GAAP. Therefore, please revise the title of this non-GAAP measure so it is not confused with cash flows from operating activities.

The Company advises that in future filings with the Commission it will revise the title of the non-GAAP measure "Operating Cash Flow" to "Free Cash Flow".

 *****

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Claire Erlanger

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman

Nordic American Tankers Limited

Mail Stop 3561
December 21, 2016

Turid M. Sorensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re: Nordic American Tankers Limited
 Form 20-F for the Year Ended December 31, 2015
Filed March 23, 2016
File No. 001 -13944

Dear Ms. Sorensen :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 20 -F for the fiscal year ended December 31, 2015

Operating and Financial Review and Prospects

Critical Accounting Estimates, page 34

1. Refer to your discussion of Vessel Impairment.  We note you have omitted tabular
disclosure and related discussion previously included in the fiscal year ended December
31, 2014 Annual Report on Form 20 -F of the rates used in your undiscounted cash flow
analysis, the break even rate and the actual rates achieved for the current year and recent
five year peri od.  Please provide for us, and consider including such tabular disclosure
and discussion in the December 31,  2016 Form 20 -F, to be filed.

Turid M. Sorensen
Nordic American Tankers Limited
December 21, 2016
Page 2

 Form 6 -K furnished November 15, 2016

2. We note your disclosure of operating cash flow per share. Please remove this measure as
it does not comply with the Staff’s Compliance and Disclosure Interpretations (C&DIs),
Question 102.05 issued by the Division of Corporation Finance on May 17, 2016.

3. We also note that your definition and computation of operating cash flow differs from the
typical calculation of cash flows from operating activities presented in the statement of
cash flows under U.S. GAAP. Therefore, please revise the title of this non -GAAP
measure so it is not confused with cash flows from operating activities.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly Singleton  at (202) 551 -3328, Claire Erlanger at (202) 551 -
3301 , or me at (202) 551 -3379  with any questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
       Office of Transportation and Leisure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

        August 20, 2014

Via E -mail
Turid M. Sørensen
Chief Financial Officer and Executive Vice President
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM  11
Bermuda

 Re: Nordic American Tankers Limited
  Form 20 -F for the Fiscal Year Ended December 31, 2013
  Filed April 4, 2014
  File No. 1 -13944

Dear Ms. Sørensen :

  We refer you to our comment letter dated August 7, 2014, regarding business contacts
with Sudan.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and th e company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosur e in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Andrew Mew
  Acting Assistant Director
 Division of Corporation Finance

CORRESP
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filename1.htm

SEWARD & KISSEL LLP

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

  August 15, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn:  Pradip Bhaumik

Re:          Nordic American Tankers Limited

              Form 20-F for the Fiscal Year Ended December 31, 2013

              Filed April 4, 2014

              File No. 1-13944

Dear Mr. Bhaumik:

On behalf of Nordic American Tankers Limited (the "Company"), we submit this response to your letter dated August 7, 2014, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments relating to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2013 (the "Form 20-F").

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the comment letter. For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text.

1.
You indicate that vessels in your fleet called on ports in Sudan during 2013.  As you know, Sudan is designated as a state sponsor of terrorism by the U.S. Department of State and is subject to U.S. economic sanctions and export controls.  You do not describe your contacts with Sudan in the Form 20-F.  Please provide us with information regarding your contacts with Sudan since your letter to us dated August 11, 2011. You should describe any goods, services or fees you have provided into Sudan, directly and indirectly, and any agreements, arrangements or other contacts you have had with the government of Sudan.

Four vessels owned by the Company made four calls to Sudan during 2012.  All of these calls involved loading of oil cargoes in the Sudanese port of Bashayer to be carried to China pursuant to voyage charters with Chinese charterers.  During these calls in 2012, the Company incurred approximately $76,000 in port charges which were paid to local port authorities.

Securities and Exchange Commission

August 15, 2014

Page 2

Ten vessels owned by the Company made 15 calls to Sudan during 2013.  All of these calls involved loading of oil cargoes in the Sudanese port of Bashayer to be carried to China pursuant to voyage charters with Chinese charterers.  During these calls in 2013, the Company incurred approximately $382,000 in port charges which were paid to local port authorities.

Nine vessels owned by the Company made 18 calls to Sudan during the first six months of 2014.  All of these calls involved loading of oil cargoes in the Sudanese port of Bashayer to be carried to China pursuant to voyage charters with Chinese charterers.  During these calls in 2014, the Company incurred approximately $450,000 in port charges which were paid to local port authorities.

Other than as set forth above, the Company has not provided any goods, services or fees into Sudan, directly or indirectly, and the Company has no agreements, arrangements or other contacts with the government of Sudan.

Neither the vessels nor the Company employs U.S. citizens and does not carry U.S.-origin cargoes in connection with the Sudan business.

2.
Please tell us the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan for the last three fiscal years and the subsequent interim period.

The Company advises that it earned the following amounts of net voyage revenue from calls to Sudan during 2011, 2012, 2013 and subsequent interim period:

Fiscal year 2011:  $13.1 million

Fiscal year 2012:  $2.5 million

Fiscal year 2013:  $12.6 million

For the six months ended June 30, 2014:  $12.8 million

Securities and Exchange Commission

August 15, 2014

Page 3

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

      Gary J. Wolfe

cc:
Max Webb

Assistant Director

 Division of Corporation Finance

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton HM 11, Bermuda

  August 15, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn:  Pradip Bhaumik

Re:          Nordic American Tankers Limited

              Form 20-F for the Fiscal Year Ended December 31, 2013

              Filed April 4, 2014

              File No. 1-13944

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges that:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours faithfully,

NORDIC AMERICAN TANKERS LIMITED

By:

/s/ Herbjørn Hansson

Name:

Herbjørn Hansson

Title:

Chairman and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE
         August 7, 2014

Via E -mail
Turid M. Sørensen
Chief Financial Officer and Executive Vice President
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

 Re: Nordic American Tankers Limited
  Form 20 -F for the Fiscal Year Ended December 31, 2013
  Filed April 4, 2014
  File No. 1 -13944

Dear Ms. Sørensen :

  We have limited our review of your filing to your contacts with a country that has  been
identified as a state sponsor  of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments we ask you to provi de us with information so we may better
understand your disclosure.

  Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our  comments apply to your facts and circumstances, please tell us why in your response.

  After reviewing the information you provide in response to these comments, we may
have additional comments.

From time to time, our vessels call on ports located in countries that are subject to restrictions
imposed by the U.S. or other governments, that could adversely affect our reputation and the
market for our common stock , page 9 .

1. You indicate that vessels in your fleet called on ports in Sudan during 2013.  As you
know, Sudan is designated as a state sponsor of terrorism by the U.S. Department of State
and is subject to U.S. economic sanctions and export controls.   You do not describe your
conta cts with  Sudan  in the Form 20 -F.  Please provide us with information regarding
your contacts with Sudan since your letter to us dated August 11, 2011.  You should
describe any goods, services or fees you have provided into Sudan, directly and
indirectly, and any agreements , arrangements or other contacts you have had with th e
government of Sudan .

Turid M. Sørensen
Nordic American Tankers Limited
August 7, 2014
Page 2

2. Please tell us the approximate dollar amounts of any revenues, assets  and liabilities
associated with Sudan for the last three fiscal years and the subsequent interim period .

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the c ompany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202)  551-3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Max Webb
  Assistant Director
 Division of Corporatio n Finance

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NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton HM 11, Bermuda

November 4, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE: Nordic American Tankers Limited Registration Statement on

Form F-3 (No. 333-187400)

Ladies and Gentleman:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the "Commission") on Form F-3 on November 1, 2013, as amended, be accelerated so that it will be made effective at 9:00 a.m. Eastern Time on November 6, 2013, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

The undersigned registrant hereby acknowledges that (i) 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; (ii) 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 or accuracy of the disclosure in the filing; and (iii) 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.

The undersigned registrant is aware of its obligations under the Act.

Yours truly,

NORDIC AMERICAN TANKERS LIMITED

By:

/s/ Turid M. Sørensen

Name: Turid M. Sørensen

Title:  Chief Financial Officer

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NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton HM 11, Bermuda

November 4, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE: Nordic American Tankers Limited Registration Statement on

Form F-3 (No. 333-187399)

Ladies and Gentleman:

The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement filed with the Securities and Exchange Commission (the "Commission") on Form F-3 on November 1, 2013, as amended, be accelerated so that it will be made effective at 9:00 a.m. Eastern Time on November 6, 2013, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

The undersigned registrant hereby acknowledges that (i) 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; (ii) 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 or accuracy of the disclosure in the filing; and (iii) 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.

The undersigned registrant is aware of its obligations under the Act.

Yours truly,

NORDIC AMERICAN TANKERS LIMITED

By:

/s/ Turid M. Sørensen

Name: Turid M. Sørensen

Title:  Chief Financial Officer

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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

November 1, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Max A. Webb

Re:

Nordic American Tankers Limited

Registration Statement on Form F-3

Filed March 21, 2013

File No. 333-187399

Dear Mr. Webb:

We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013 (the "Registration Statement").  By letter dated April 8, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.  The Company has also had correspondence with the Staff regarding Exhibit 5.1, the Bermuda validity opinion.

The Company has today filed via EDGAR, Amendment No.1 to the Registration Statement (the "Amended Registration Statement"), which responds to the Staff's comments contained in the Comment Letter and to the Bermuda validity opinion.  The Amended Registration Statement also includes certain updates related to the passage of time.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter.  For your convenience, each response is prefaced by the exact text of the Staff's corresponding comment in bold text.

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.

In response to the Staff's comment, the Company has removed the offering of those warrants with underlying securities other than those issued by the Company from the Amended Registration Statement.

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 securities, 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.

In response to the Staff's comment, the Company has removed the offering of those purchase contracts for securities other than those issued by the Company from the Amended Registration Statement.

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 opinion that omits all of these assumptions at the time of each takedown.

The Company confirms that its counsel will file an unqualified opinion at 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 Search “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 to 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.

As discussed with the Staff, the Company has filed as Exhibit 5.1 the legal opinion of MJM Limited as to Bermuda law.

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.

As discussed with the Staff, the Company has filed as Exhibit 5.1 the legal opinion of MJM Limited as to Bermuda law.

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.

In response to the Staff's comment, the Company has provided a revised Exhibit 5.2 with the Amended Registration Statement.  The opinion now opines that the Preferred Share Purchase Rights are valid and binding obligations of the Company.

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

J. Nolan McWilliams

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton HM 11, Bermuda

November 1, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE:

Nordic American Tankers Limited (the "Company")

Ladies and Gentleman:

The undersigned registrant hereby acknowledges 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 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.

Yours faithfully,

NORDIC AMERICAN TANKERS LTD.

By:

 /s/ Turid M Sørensen

Name:

Turid M. Sørensen

Title:

Chief Financial Officer

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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

November 1, 2013

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Max A. Webb

Re:

Nordic American Tankers Limited

Amendment No. 1 to Registration Statement on Form F-3

Filed June 28, 2013

Comment Letter dated July 31, 2013

File No.333-187400

Dear Mr. Webb:

We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (File No. 333-187400) (the "Registration Statement").  By letter dated September 5, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The Company has today filed via EDGAR, Amendment No.2 to the Registration Statement (the "Amended Registration Statement"), which includes certain updates related to the passage of time.

The following numbered paragraph of this letter corresponds to the numbered paragraph of the Comment Letter.  For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.

Exhibit 5.1

1.

We note your response to prior comment 1. Please provide us with the legal basis for the proposed revised disclosure in either version of counsel's opinion included in your response letter. In doing so, please refer to the jurisdictional provisions of the federal securities laws and any applicable case law in support of the inclusion of this language. Please also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering. Otherwise, please have counsel remove this language in the last paragraph of the opinion.

As discussed with the Staff, the Company has filed as Exhibit 5.1 the legal opinion of MJM Limited as to Bermuda law.

*********************

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

J. Nolan McWilliams

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton HM 11, Bermuda

November 1, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE:

Nordic American Tankers Limited (the "Company")

Ladies and Gentleman:

The undersigned registrant hereby acknowledges 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 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.

Yours faithfully,

NORDIC AMERICAN TANKERS LTD.

By:

 /s/ Turid M. Sørensen

Name:

Turid M. Sørensen

Title:

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        October 29, 2013

Via E-mail
Turid M. Sørensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re:  Nordic American Tankers Limited
 Form 20-F for the year ended December 31, 201 2
Filed  March 19, 2013
 File No.  001-13944

Dear Ms. Sørensen :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL:

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

October 24, 2013

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Linda Cvrkel

Re:          Nordic American Tankers Limited

Form 20-F for the year ended December 31, 2012

Filed March 19, 2013

File No. 001-13944

Dear Ms. Cvrkel:

On behalf of Nordic American Tankers Limited (the "Company"), we submit this response to your letter dated October 3, 2013, in which the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") provided comments to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2012 and two reports filed on Form 6-K filed on May 15, 2013 and August 13, 2013, respectively.

Form 20-F

Item 5. Operating and Financial Review and Prospects, page 33

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011, page 34

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 36

1.

We note that you have presented what is essentially a non-GAAP income statement on pages 34 and 36 of MD&A as the table on these pages includes the non-GAAP measure "net voyage revenues." As outlined in Question 102.10 of

Linda Cvrkel

Securities and Exchange Commission

Division of Corporation Finance

October 24, 2013

Page 2

the CD&I's maintained on the Commission's website, the presentation of a full non-GAAP income statement may place undue emphasis on the non-GAAP information and is therefore not considered appropriate. Furthermore, if you wish to present and discuss the non-GAAP measure net voyage revenues in MD&A, we believe the most comparable GAAP measure, gross voyage revenues, should be presented and discussed on a more prominent basis than the related non-GAAP measure pursuant to the guidance outlined in Item 10(e) of Regulation S-K. Please confirm that you will revise future filings accordingly. Refer to the guidance outlined in the Division of Corporation Finance's Compliance and Disclosure Interpretations regarding Non-GAAP measures maintained on the Commission's website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

After reconsideration of the guidance referred to by the SEC, including Question 102.10 of the CD&I, the Company advises the Staff that, in future filings, the Company will delete the line item "Net Voyage Revenues" from the table included in Item 5.A on pages 34 and 36 of the Company's 2012 Annual Report on Form 20-F.

Management believes it is meaningful to present investors with a consistent and transparent reconciliation of the identical non-GAAP measures "Net Voyage Revenue" and "Total TCE revenue" to "Voyage Revenue" and "Voyage Expenses", and to include a discussion on the non-GAAP measures, as this gives comparability to other companies in the same business that may employ their ships on time or bareboat charters.

To discuss the GAAP measure "Voyage Revenues" on a more prominent basis than the related non-GAAP measure "Net Voyage Revenues", the Company will, in future filings, adapt its discussion of the year to year changes within Item 5.A of the MD&A to focus on the four key drivers in the development of "voyage revenues":

-

Changes in the type of  vessel employment

-

Whether the employment is accounted for on a net or gross basis

-

The number of TCE days

-

The change in  the TCE Rate achieved

We believe all these effects were included in the Company's 2012 Annual Report on Form 20-F, but in various sections, and will prospectively seek to refer to or include this information more clearly when discussing changes in "voyage revenues" under Item 5.A .

Linda Cvrkel

Securities and Exchange Commission

Division of Corporation Finance

October 24, 2013

Page 3

Operating and Financial Review and Prospects, page 33  Critical Accounting Estimates, page 41

Vessel Impairment, page 43

2.

We note from the disclosure on page 43 of MD&A that in preparing its impairment analysis for its vessels, the company estimates the daily time charter equivalent for the remaining operating days based on the most recent fifteen year historical average for similar vessels and utilizing available market data for spot market rates over the remaining estimated life of the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, net of brokerage commissions, expected outflows for vessels' maintenance and vessel operating expenditures. As time charter rates are volatile in nature and are currently at relatively low levels as compared to those earned in past periods, please revise your discussion in the critical accounting policies section of MD&A to include a sensitivity analysis explaining how your impairment analysis for your vessels would be impacted in the event the company utilized the one year and five year average daily time charter equivalent rates in preparing its impairment analysis for its vessels.

The Company confirms that it will revise the critical accounting policies section of the MD&A in future filings to include a sensitivity analysis explaining how the impairment analysis for the vessels would be impacted in the event the Company utilized the one year and five year average daily time charter equivalent rates in preparing the impairment analysis for the vessels.

Below is an example of the additional disclosure to be included in response to the Staff's Comment. It will be included prospectively  in the section "The Total Fleet – Comparison of Carrying Value versus Market Value"  as displayed on page 44 of the Company's 2012 Annual Report on Form 20-F:

"

Rates used (1)

Actual rates (3)

($ per day)

First year

Second year

Thereafter

Break even rate (2)

2012

2008-2012

NAT Fleet

13,386

15,277

29,904

27,849

13,486

25,980

1.

The Company uses average estimated day rates provided by Marex Spectron for the first and second year, and the average 15 year Suezmax Earnings Trend from Clarkson adjusted for average achieved TCE rate for NAT.

2.

The break even rate is the lowest rate used instead of the rates described in (1), which would result in the undiscounted cash flow not recovering the book value.

3.

Actual rates are the trailing average day rate achieved by NAT for 2012 and the five year period 2008 to 2012.

If trailing five year average historical rates had been used in the cash flow forecast, the carrying value of 5 of the Company's vessels would have been impaired. Using the trailing one year average rates in the cash flow forecast, would have resulted in the carrying value for each of the Company's 20 vessels not being recovered.

"

Linda Cvrkel

Securities and Exchange Commission

Division of Corporation Finance

October 24, 2013

Page 4

Form 6-K filed May 15, 2013

Financial Information

3.

We note the disclosure in your report on Form 6-K which indicates that your acquisition of the Manager was accounted for using the acquisition method based on settlement gain or loss on pre-existing relationship and fair value of the assets and liabilities of Scandic. We also note that because of US GAAP rules, you were required to take a $5 million charge to your first quarter 2013 results of operations. Please explain to us in further detail and in the notes to your financial statements how you accounted for this acquisition transaction in your financial statements during the first quarter of 2013 and provide us with the allocation of the purchase price to the net assets acquired. Also, please tell us and explain in the notes to your financial statements how you calculated or determined the $5.0 million charge recognized for the settlement of the pre-existing relationship with the Scandic. Your response should also explain how your determination of this charge complied with the guidance outlined in ASC 805-10-55-21 through 24.

Below is the draft of the provisional footnote that the Company plans to include in future filings related to the purchase of Scandic American Shipping Ltd (the "Manager"):

"The Company acquired the Manager effective January 10, 2013. From the time of acquisition, all intercompany balances and transactions have been eliminated.

The acquisition was accounted for using the acquisition method. The purchase price allocation was prepared by the management, and in doing so, it relied in part upon a valuation report of the third party expert. The following summarizes the purchase price allocation and the fair values of the assets and liabilities.

Linda Cvrkel

Securities and Exchange Commission

Division of Corporation Finance

October 24, 2013

Page 5

Amounts in $m

As of January 10,

2013

ASSETS

Cash and cash equivalents

0.4

Assets held for sale
 6.6

Other current assets

2.4

Furniture, fixture and equipment

1.0

Other non-current assets

0.2

Total assets acquired

10.6

LIABILITIES

Accounts payable

0.2

Tax payable

0.2

Other current liabilities

0.9

Total liabilities assumed

1.3

Net assets acquired

9.3

Cash consideration

8.0

Common shares issued

18.1

Payable to the seller

7.2

Total consideration

33.3

Fair value of net assets acquired

9.3

Difference

24.0

Settlement loss

5.0

Goodwill recognized

19.0

Assembled workforce was identified. However as ASC 805 precludes recognition of workforce as a separate intangible asset workforce value is included in Goodwill recognized.

The settlement loss of $5.0 million relates to a pre-existing contractual relationship between the acquirer and acquiree, and is recognized in accordance with ASC 805-10-55-21. (end of note) "

To enable the Company to measure the gain or loss related to the preexisting contractual relationship between the parties, in compliance with ASC 805-10-55-21, the analysis prepared by the specialists included a valuation of the fair value of comparable benchmarked market based contracts and the fair value of the Management agreement.

Linda Cvrkel

Securities and Exchange Commission

Division of Corporation Finance

October 24, 2013

Page 6

Given the uncertainty in estimating these fair values, the valuation report concluded that the Management agreement was favorable to the Company in the range of $1.0 and $9.0 million. The Company has based its considerations on the report from the third party, and accepts the responsibility for the valuation. In the absence of factors making one part of the range more probable, the Company considered it the best estimate to be in the middle of the range and recognized a loss of 5.0 million USD during the first quarter of 2013.

In respect of ASC 805-10-55-24 there is no contingent consideration related to the acquisition.

4.

In a related matter, we note from the disclosure included in Note 21 to the company's financial statements included in the Annual Report on Form 20-F for 2012 that on January 10, 2013, the Board of Directors amended the vesting requirements for 174,000 shares allocated to the manager under the 2011 Equity Incentive Plan and the vesting requirements were lifted. Please tell us and explain in the notes to your financial statements whether this modification to the vesting of the restricted shares issued to the Manager resulted in a charge to expense in your financial statements. If not, please explain why.

The Company advises the Staff that in future filings the Company will include the following as part of its disclosure about the 2011 Equity Incentive Plan:

"In 2013 the Board of Directors amended the vesting requirements for the 174,000 shares allocated to the Manager under the 2011 Equity Incentive Plan and the vesting requirements were lifted. This resulted in $1.1 million being charged to General and Administrative expense in the first quarter of 2013."

Linda Cvrkel

Securities and Exchange Commission

Division of Corporation Finance

October 24, 2013

Page 7

Form 6-K filed August 13, 2013

5.

We note from your Report on Form 6-K filed on August 13, 2013 that the company experienced significant declines in its revenues for both the second quarter and six months ended June 30, 2013 as compared to the comparable periods of the prior year as well as in comparison to the first quarter of 2013. We also note from the disclosure in your Form 6-K that spot rates achieved for the second quarter of 2013 were weaker than in the first quarter of 2013. Please tell us whether you considered these declining revenues and spot market rates to be potential indicators of impairment for your vessels during the second quarter of 2013 and provide us with the results of any interim impairment analysis that was completed. To the extent that you did not perform an interim impairment analysis with respect to your vessels, please explain in detail why you did not believe this was required pursuant to the guidance outlined in ASC 360-10-35-21.

The Company believes declines in charter rates and other market deterioration to be indicators of impairment as described on page 4 in the "Risk Factors" section of its Annual Report on Form 20-F.

As a result, the Company performed an impairment review as of June 30, 2013 for all vessels. The analysis was performed using the same principles for estimating undiscounted cash flows as described in "Impairment of Long-Lived Assets" under the "Summary of Significant Accounting Policies" section of the 2012 Annual Report on Form 20-F and in correspondence forwarded to the Staff on July 20, 2011.

The impairment analysis does not result in an impairment charge as of June 30, 2013 under the assumptions in the impairment analysis.

************************

If you have any questions or comments to the foregoing, please feel free to telephone the undersigned or Evan Preponis at (212) 574-1438

Sincerely,

 /s/ Gary Wolfe

Gary J. Wolfe

cc:           Heather Clark

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton HM 11, Bermuda

October 24, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE: Nordic American Tankers Limited (the "Company")

Ladies and Gentleman:

The undersigned registrant hereby acknowledges 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 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.

Yours faithfully,

NORDIC AMERICAN TANKERS LTD.

By:

/s/ Turid Sørensen

Name: Turid Sørensen

Title:   Chief Financial Officer

CORRESP
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SEWARD & KISSEL LLP

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

October 18, 2013

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Max A. Webb

Re:

Nordic American Tankers Limited

Amendment No. 1 to Registration Statement on Form F-3

Filed June 28, 2013

Comment Letter dated September 5, 2013

File No.333-187400

Registration Statement on Form F-3

Filed March 21, 2013

Comment Letter dated April 8, 2013

File No.333-187399

Dear Mr. Webb:

We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (File No. 333-187400) (the "Registration Statement").  By letter dated September 5, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The following numbered paragraph of this letter corresponds to the numbered paragraph of the Comment Letter.  As previously discussed, we have only included the Staff's Comment's to Exhibit 5.1.  For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.

Exhibit 5.1

1.

We note your response to prior comment 1. Please provide us with the legal basis for the proposed revised disclosure in either version of counsel's opinion included in your response letter. In doing so, please refer to the jurisdictional provisions of the federal securities laws and any applicable case law in support of the inclusion of this language. Please also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering. Otherwise, please have counsel remove this language in the last paragraph of the opinion.

The Company advises the Staff supplementally that the firm of MJM Limited will act as Bermuda counsel to the Company and that Exhibit 5.1 will consist of an opinion to be issued by MJM Limited.  The draft opinion of MJM Limited is annexed hereto as Appendix I.  Appendix II presents the draft opinion marked against the version of the draft opinion we provided to the Staff on August 23, 2013.  The new draft opinion no longer has the limitation which was the basis for the requests made by the Staff in this comment.

Max A. Webb

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 2 of 3

*********************

Also, we refer to the registration statement on Form F-3, filed by the Company with the the Commission on March 21, 2013 (File No. 333-187399) (the "the Second Registration Statement").  By letter dated April 8, 2013 (the "the April Comment Letter"), the Saff provided the Company with its comments to the Second Registration Statement.

The following numbered paragraphs of this letter corresponds to the numbered paragraph of the April Comment Letter.  For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.

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 opinion 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 Search "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 to 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.

In response to the Staff's comments, MJM Limited, Bermuda counsel to the Company, respectfully proposes to edit the Exhibit 5.1 opinion in the Second Registration Statement with the opinion provided in Appendix III.  In Appendix IV we have provided a marked version of the opinion compared against the version provided to the Staff on March 20, 2013.

*********************

Max A. Webb

Division of Corporate Finance

U.S. Securities and Exchange Commission

Page 3 of 3

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

      Gary J. Wolfe

cc:           J. Nolan McWilliams

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

Nordic

American

Tankers

October 18, 2013

Securities and Exchange Commission Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE: Nordic American Tankers Limited (the "Company")

Ladies and Gentleman:

The undersigned registrant hereby acknowledges 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 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.

Yours faithfully,

NORDIC AMERICAN TANKERS LTD.

By:

/s/ Herbjørn Hansson

Name:

Herbjørn Hansson

Title:

Chairman & CEO

Appendix I

  [●] 2013

By Courier and Email

Ref: 29796.0012

Nordic American Tankers Limited

LOM Building

27 Reid Street

Hamilton HM 11

Bermuda

Dear Sirs

Re:

Nordic American Tankers Limited (the "Company")

Dividend Reinvestment Plan

1.

Subject of Opinion

We are lawyers duly qualified to practise in Bermuda.  This opinion as to the laws of Bermuda is addressed to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form F-3 (File No. 333-187400) (such registration statement as amended and supplemented from time to time), including the exhibits thereto, (the "Registration Statement") in relation to the registration of 1,664,450 common shares of par value US$0.01 each in the share capital of the Company (the "Shares") which may be issued to eligible participants under the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan").

2.

Documents Examined

For the purposes of this opinion we have examined and relied upon originals or copies of the following:

2.1

the Registration Statement;

2.2

a copy of the following documents for the Company, as certified by an officer of the Company (the "Secretary") on [?] 2013:

(a)

Certificate of Incorporation;

(b)

Memorandum of Association;

(c)

Bye-laws;

(d)

Register of Directors and Officers;

(e)

Tax Assurance Certificate; and

(f)

the Unanimous Written Resolutions adopted by the Board of Directors of the Company approving the terms of the Registration Statement and the issue of the Shares on 14 March 2013 (the "Resolutions");

and

2.3

such other documents as we have deemed necessary in order to render this opinion

(together the "Documents").

A reference to a document does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto. Except as stated in this section 2, we have not examined any contract, instrument or other document entered into by, or affecting, the Company or any corporate records of the Company and have not made any other enquiries concerning the Company.

As to questions of fact relevant to this opinion, we have relied upon certificates issued by the Government of Bermuda or agencies thereof and by officers of the Company, which matters of fact we have not independently verified.

3.

Search

We have also relied upon our search of the documents of public record maintained by the Registrar of Companies (including the Register of Charges) made on [●] 2013 in respect of the Company (the "Search").

4.           Opinion Limited to Bermuda Law

We have not investigated the laws of any country other than Bermuda and this opinion is given only with respect to compliance with or matters governed by Bermuda law. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof and is governed by, and should be construed in accordance with, those laws. This opinion is also limited to the matters stated herein and no opinion is to be implied or may be inferred beyond the matters expressly stated herein. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Securities by the Company and is not to be relied upon in respect of any other matter.

5.

Assumptions

In giving this opinion, we have assumed:

5.1

the authenticity, accuracy and completeness of all of the Documents (including, without limitation, public records) submitted to us as originals and the conformity to authentic original documents of all of the Documents submitted to us as certified, electronic or photostatic copies;

5.2

the genuineness of all signatures on the Documents submitted to us;

5.3

the truth, accuracy and completeness as at the date hereof of all representations as to factual matters, warranties and statements of fact or law, other than as to the laws of Bermuda, made in any of the Documents;

5.4

the authority, capacity and power of each of the persons signing the Documents submitted to us (other than directors or officers of the Company in relation to the Resolutions and any certification made thereby in relation to any of the Documents);

5.5

that the Directors of the Company acted in good faith upon their adoption of the Resolutions;

5.6

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any action taken by the Company in connection with the Registration Statement or which would have any implication in relation to the opinions expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

and

5.7

that there are no matters of fact or law (other than matters of Bermuda law) affecting the Registration Statement that have arisen since the date thereof which would affect the opinions expressed herein.

6.

Opinion

Based on and subject to the foregoing and to the reservations mentioned below and any matters not disclosed to us, we are of the opinion that:

6.1

The Shares have been duly and validly authorised and, when issued, paid for and delivered, as contemplated by the provisions of the Plan and the prospectus included in the Registration Statement, and pursuant to the Resolutions, will be validly issued, fully paid and non-assessable and free and clear of any pre-emptive or other similar rights set out in the Company's Memorandum of Association and Bye-laws.

6.2

Subject as otherwise provided in this opinion, no consent, approval, licence or authorisation of, and no filing with, or other act by or in respect of, any governmental authority, regulatory body or court in Bermuda is necessary in connection with the issuance of the Shares, except that the Registration Statement and any other offering documents must comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981 (as amended).

7.

Reservations

This opinion is subject to the following reservations:

7.1

The Search of the Register of Companies at the office of the Registrar of Companies is not conclusive and it should be noted that the Register of Companies does not reveal:

(a)

details of matters which have been lodged for filing or registration which as a matter of general practice of the Registrar of Companies would have or should have been disclosed on the public file, but have not actually been registered or, to the extent that they have been registered, have not been disclosed or do not appear in the public records at the date and time the search is concluded;

(b)

details of matters which should have been lodged for registration but have not been lodged for registration at the date the search is concluded; or

(c)

whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981, as amended.

7.2

Any reference in this opinion to shares being "non-assessable" means, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

8.

Reliance

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm, under the captions "Legal Opinions" in the prospectus attached thereto, without admitting that we are "experts", within the meaning of the Securities Act or the rules and regulations of the Commission thereunder, with respect to any part of the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under section 7 of the Securities Act.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein. We assume no responsibility to review or update this opinion if applicable law or the existing facts or circumstances should change.

Yours faithfully

MJM LIMITED

Appendix II

  [●] 2013

By Courier and Email

Ref: 29796.0012

Nordic American Tankers Limited

LOM Building

27 Reid Street

Hamilton HM 11

Bermuda

Dear Sirs

Re:

Nordic American Tankers Limited

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        October 3, 2013

Via E-mail
Turid M. Sørensen
Chief Financial Officer
Nordic American Tankers Limited
LOM Building
27 Reid Street
Hamilton HM 11
Bermuda

Re:  Nordic American Tankers Limited
 Form 20-F for the year ended December 31, 201 2
Filed  March 19, 2013
 File No.  001-13944

Dear Ms. Sørensen :

We have reviewed your filings and have the following 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 within ten business days by confirming that you will revise
your document in future filings and by prov iding any requested information .  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 20 -F

Item 5. Operating and Financial Review and Prospects, page 33

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 , page 34
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 , page 36

1. We note that you have presented what is essentially a non -GAAP income statement on
pages 34 and 36 of MD&A as the table on these pages includes the non -GAAP measure
“net voyage revenues .”  As outlined in Question 102. 10 of the CD&I’s maintained on the
Commission’s website, the presentation of a full non -GAAP income statement may place

Turid M. Sørensen
Nordic American Tankers Limited
October 3, 2013
Page 2

 undue emphasis on the non -GAAP information and is therefore not considered
appropriate.  Furthermore, if you wish to present and discuss  the non -GAAP measure net
voyage revenues in MD&A, we believe the most comparable GAAP measure, gross
voyage revenues, should be presented and discussed on a more prominent basis than the
related non -GAAP measure pursuant to the guidance outlined in Item 1 0(e) of Regulation
S-K.  Please confirm that you will revise future filings accordingly .  Refer to the
guidance outlined in the Division of Corporation Finance’s Compliance and Disclosure
Interpretations regarding Non -GAAP measures maintained on the Commis sion’s website
at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Operating and Financial Review and Prospects, page 33

Critical Accounting Estimates , page 41

Vessel Impairment, page 43

2. We note from the disclosure on page 43 of MD&A that in preparing its impairment
analysis for its vessels, the company estimates the daily time charter equivalent for the
remaining operating days based on the most recent fifteen year historical average for
similar vessels and utilizing available market data for spot market rates over the
remaining estimated life of the vessel, assumed to be 25 years from the delivery of the
vessel from the shipyard, net of brokerage commissions, expected outflows for vessels’
maintenance and vessel operating expenditures .   As time charter rates are volatile in
nature and are currently at relatively low levels as compared to those earned in past
periods, please revise your discussion in the critical accounting policies section of
MD&A to include a sensitivity analysis exp laining how your impairment analysis for
your vessels would be impacted in the event the company utilized the one year and five
year average daily time charter equivalent rates in preparing its impairment analysis for
its vessels.

Form 6 -K filed May 15, 2013

Financial Information

3. We note the disclosure in your report on Form 6 -K which indicates that your acquisition
of the Manager was accounted for using the acquisition method based on settlement gain
or loss on pre -existing relationship and fair value  of the assets and liabilities of Scandic.
We also note that because of US GAAP rules, you were required to take a $5 million
charge to your first quarter 2013 results of operations.  Please explain to us in further
detail and in the notes to your financi al statements how you accounted for this acquisition
transaction in your financial statements during the first quarter of 2013 and provide us
with the allocation of the purchase price to the net assets acquired.  Also, please tell us
and explain in the not es to your financial statements how you calculated or determined

Turid M. Sørensen
Nordic American Tankers Limited
October 3, 2013
Page 3

 the $5.0 million charge recognized for the settlement of the pre -existing relationship with
the Scandic.  Your response should also explain how your determination of this charge
complied with  the guidance outlined in ASC 805 -10-55-21 through 24.

4. In a related matter, we note from the disclosure included in Note 21 to the company’s
financial statements included in the Annual Report on Form 20 -F for 2012 that on
January 10, 2013, the Board of D irectors amended the vesting requirements for 174,000
shares allocated to the manager under the 2011 Equity Incentive Plan and the vesting
requirements were lifted.  Please tell us and explain in the notes to your financial
statements whether this modifica tion to the vesting of the restricted shares issued to the
Manager resulted in a charge to expense in your financial statements.  If not, please
explain why.

Form 6 -K filed August 13, 2013

5. We note from your Report on Form 6 -K filed on August 13, 2013 th at the c ompany
experienced significant declines in its revenues for both the second quarter and six
months ended June 30, 2013 as compared to the comparable periods of the prior year as
well as in comparison to the first quarter of 2013.  We also note from  the disclosure in
your Form 6 -K that spot rates achieved for the second quarter of 2013 were weaker than
in the first quarter of 2013.  Please tell us whether you considered these declining
revenues and spot market rates to be potential indicators of impa irment for your vessels
during the second quarter of 2013 and provide us with the results of any interim
impairment analysis that was completed.  To the extent that you did not perform an
interim impairment analysis with respect to your vessels, please exp lain in detail why you
did not believe this was required pursuant to the guidance outlined in ASC 360 -10-35-21.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy o f the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the

Turid M. Sørensen
Nordic American Tankers Limited
October 3, 2013
Page 4

 Commissi on or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624  or  if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

September 5 , 2013

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

Re: Nordic American Tankers Limited
  Amendment No. 1 to Registration Statement on Form F-3
Filed  June 28 , 2013
Response dated August 23 , 2013
  File No.  333-187400

Dear Mr. Han sson:

We have reviewed your response to our letter dated July 31, 2013 and have  the following
additional comment.

Exhibit 5.1

1. We note your response to prior comment 1.  Please provide us with the legal basis for the
proposed revised disclosure in either version of counsel’s opinion  included in your
response letter.  In doing so, please refer to the jurisdictional provisions of the federal
securities laws an d any applicable case law in support of the inclusion of this language.
Please also have counsel explain to us why this language does not explicitly or implicitly
limit and condition reliance by purchasers in the offering.  Otherwise, please have
counsel  remove this language  in the last paragraph of the opinion.

Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3469  with any
questions  you may have .

Sincerely,

 /s/ Justin Dobbie

 Justin Dobbie
        Legal Branch Chief
cc: Gary J. Wolfe, Esq.
 Seward & Kissel

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Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

August 23, 2013

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Max A. Webb

Re:

Nordic American Tankers Limited

Amendment No. 1 to Registration Statement on Form F-3

Filed June 28, 2013

Comment Letter dated July 31, 2013

File No.333-187400

Dear Mr. Webb:

We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (the "Registration Statement").  By letter dated July 31, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The following numbered paragraph of this letter corresponds to the numbered paragraph of the Comment Letter.  For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.

Exhibit 5.1

1.

We note your response to prior comment 2. The second sentence of the last paragraph on page 3 represents an inappropriate limitation on reliance. Purchasers in the offering are entitled to rely unconditionally on the legality opinion. Please have counsel revise its opinion accordingly.

As discussed and in response to the Staff's comment, Appleby (Bermuda) Limited, Bermuda counsel to the Company, respectfully proposes to edit the Exhibit 5.1 opinion of the Registration Statement with the revisions marked in either Appendix I or Appendix II attached hereto.  Adoption of either of these revisions should eliminate any limitations of reliance on the opinion by purchasers in the offering.  Please advise if either option is a sufficient response.

Max A. Webb

Nordic American Tankers Limited

August 23, 2013

Page 2

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

J. Nolan McWilliams

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

Appendix I

e-mail:

jwilson@applebyglobal.com

direct dial:

Tel +1 441 298 3559

appleby ref:

JW/100154.0025

By Email

[Ÿ] 2013

NORDIC AMERICAN TANKERS LIMITED

LOM Building

27 Reid Street

Hamilton HM 11

Bermuda

Ladies and Gentlemen,

NORDIC AMERICAN TANKERS LIMITED – Registration Statement on Form F-3 Filing

We have acted as legal advisers as to matters of Bermuda law to NORDIC AMERICAN TANKERS LIMITED, a company organized under the laws of the Islands of Bermuda (the "Company") and in such capacity we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form F-3 (the "Registration Statement") relating to the registration of 1,664,450 common shares in the Company, par value $0.01 per share (the "Shares"), which may be issued to eligible participants under the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan").

For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (the "Documents").

Assumptions

In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies;

(b)

the genuineness of all signatures on the Documents;

(c)

the authority, capacity and power of persons signing the Documents, other than the Directors of the Company in relation to the Resolutions and other than in relation to any certification made by an officer of the Company in relation to the Resolutions or the Constitutional Documents;

(d)

that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;

(e)

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

(f)

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Company in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(g)

that no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending  against or affecting the Company; (ii) that no notice to the Registrar of Companies of the passing of a resolution of members or creditors to wind up or the appointment of a liquidator or receiver has been given to petition to wind up the Company; and (iii) that no application to reorganise the affairs of the Company pursuant to a scheme of arrangement or application for the appointment of a receiver has been filed with the Supreme Court; and

(h)

that the Directors of the Company acted in good faith upon their adoption of the Resolutions.

Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Shares, when the terms of the issuance and sale thereof have been duly approved by the Board of Directors of the Company in conformity with the Company's Memorandum of Association, the Bye-Laws and the Plan will when issued and delivered against payment therefor in accordance with the Plan will be validly issued, fully paid and non-assessable.

(2)

Subject as otherwise provided in this opinion, and except as provided in this paragraph, no consent, licence or authorisation of, filing with, or other act by or in respect of, any governmental authority or court of Bermuda is required to be obtained by the Company in connection with the issuance of the Shares except that the Registration Statement and any other offering documents must be filed with the Registrar of Companies prior to or as soon as reasonably practicable after any Shares are offered to the public and must comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981.

Reservations

We have the following reservations:

(a)

We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda.  This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

(b)

Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

Disclosure

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our name in the prospectus contained therein, without admitting that we are "experts" within the meaning of the Securities Act, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.   In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law.  It is given on the basis that it will not give rise to any legal proceedings with respect to it in any jurisdiction other than Bermuda and the Bermudian courts will have exclusive jurisdiction to settle any disputes arising from this opinion.  Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.

Yours faithfully,

Appleby (Bermuda) Limited

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

SCHEDULE

1.

The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on [Ÿ] 2013 (the "Company Search");

2.

Copies of the Certificate of Incorporation, Memorandum of Association and Bye-laws for the Company (collectively referred to as the "Constitutional Documents");

3.

A certified copy of the Unanimous Written Consent adopted by the Board of Directors of the Company effective 14 March 2013 (the "Resolutions"); and

4.

A copy of the Registration Statement on Form F-3, dated 18 March 2013, as amended on June 28, 2013 and as further amended on [Ÿ], 2013, under the United States Securities Act of 1933, as amended (the "Registration Statement").

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

Appendix II

e-mail:

jwilson@applebyglobal.com

direct dial:

Tel +1 441 298 3559

appleby ref:

JW/100154.0025

By Email

[Ÿ] 2013

NORDIC AMERICAN TANKERS LIMITED

LOM Building

27 Reid Street

Hamilton HM 11

Bermuda

Ladies and Gentlemen,

NORDIC AMERICAN TANKERS LIMITED – Registration Statement on Form F-3 Filing

We have acted as legal advisers as to matters of Bermuda law to NORDIC AMERICAN TANKERS LIMITED, a company organized under the laws of the Islands of Bermuda (the "Company") and in such capacity we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form F-3 (the "Registration Statement") relating to the registration of 1,664,450 common shares in the Company, par value $0.01 per share (the "Shares"), which may be issued to eligible participants under the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan").

For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (the "Documents").

Assumptions

In stating our opinion we have assumed:

(i)

the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies;

(j)

the genuineness of all signatures on the Documents;

(k)

the authority, capacity and power of persons signing the Documents, other than the Directors of the Company in relation to the Resolutions and other than in relation to any certification made by an officer of the Company in relation to the Resolutions or the Constitutional Documents;

(l)

that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;

(m)

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

(n)

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Company in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(o)

that no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending  against or affecting the Company; (ii) that no notice to the Registrar of Companies of the passing of a resolution of members or creditors to wind up or the appointment of a liquidator or receiver has been given to petition to wind up the Company; and (iii) that no application to reorganise the affairs of the Company pursuant to a scheme of arrangement or application for the appointment of a receiver has been filed with the Supreme Court; and

(p)

that the Directors of the Company acted in good faith upon their adoption of the Resolutions.

Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(3)

The Shares, when the terms of the issuance and sale thereof have been duly approved by the Board of Directors of the Company in conformity with the Company's Memorandum of Association, the Bye-Laws and the Plan will when issued and delivered against payment therefor in accordance with the Plan will be validly issued, fully paid and non-assessable.

(4)

Subject as otherwise provided in this opinion, and except as provided in this paragraph, no consent, licence or authorisation of, filing with, or other act by or in respect of, any governmental authority or court of Bermuda is required to be obtained by the Company in connection with the issuance of the Shares except that the Registration Statement and any other offering documents must be filed with the Registrar of Companies prior to or as soon as reasonably practicable after any Shares are offered to the public and must comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981.

Reservations

We have the following reservations:

(c)

We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda.  This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

NORDIC AMERICAN TANKERS LIMITED

[Ÿ] 2013

(d)

Any reference in this opinion to sha

July 31, 2013

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

Re: Nordic American Tankers Limited
  Amendment No. 1 to Registration Statement on Form F-3
Filed  June 28 , 2013
Response dated July 25, 2013
  File No.  333-187400

Dear Mr. Hannson :

We have reviewed your response to our letter dated July 9 , 2013 and have  the following
additional comment.

Exhibit 5.1

1. We note your response to prior comment 2.  The second sentence of the last paragraph on
page 3 represents an inappropriate limitation on reliance.  Purchasers in the offering are
entitled to rely unconditionally on the legality opinion.  Please have counsel revise its
opinion  accordingly.

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

CORRESP
1
filename1.htm

    d1400090_corresp.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK  10004

WRITER'S DIRECT DIAL

TELEPHONE:  (212)  574-1200

FACSIMILE:  (212) 480-8421

WWW.SEWKIS.COM

901 K STREET, NW

WASHINGTON, D.C. 20001

TELEPHONE:  (202) 737-8833

FACSIMILE:  (202) 737-5184

                                   July 25, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Max A. Webb

Re:

Nordic American Tankers Limited

Registration Statement on Form

F-3 Filed March 21, 2013

File 333-187400

Dear Mr. Webb:

We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013, as amended on June 28, 2013 (the "Registration Statement").  By letter dated July 9, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The Staff’s comments related to the Exhibit 5.1 opinion.  As previously discussed and on an informal basis, the Company respectfully attaches hereto as Appendix I a marked copy of the revised Exhibit 5.1 opinion in response to the Staff’s comments.  Appleby (Bermuda) Limited, Bermuda counsel to the Company, has removed paragraph (h) relating to an assumption about the effectiveness of resolutions and replaced it with an assumption that the directors have acted in good faith.  Also, the first paragraph under the “Disclosure” section relating to the purchaser’s ability to rely on the opinion has been removed.  The second sentence of the last paragraph of the opinion has not been removed but this should not impact a purchaser’s ability to rely on the opinion.

Max A. Webb

Nordic American Tankers Limited

July 25, 2013

Page 2

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:           J. Nolan McWilliams

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

Appendix I

e-mail:

jwilson@applebyglobal.com

direct dial:

Tel +1 441 298 3559

appleby ref:

JW/100154.0025

By Email

20 March[Ÿ] 2013

NORDIC AMERICAN TANKERS LIMITED

LOM Building

27 Reid Street

Hamilton HM 11

Bermuda

Ladies and Gentlemen,

NORDIC AMERICAN TANKERS LIMITED – Registration Statement on Form F-3 Filing

We have acted as legal advisers as to matters of Bermuda law to NORDIC AMERICAN TANKERS LIMITED, a company organized under the laws of the Islands of Bermuda (the "Company") and in such capacity we have assisted in the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), of a Registration Statement on Form F-3 (the "Registration Statement") relating to the registration of 1,664,450 common shares in the Company, par value $0.01 per share (the "Shares"), which may be issued to eligible participants under the Company's Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan").

For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (the "Documents").

Assumptions

In stating our opinion we have assumed:

(a)

the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies;

(b)

the genuineness of all signatures on the Documents;

(c)

the authority, capacity and power of persons signing the Documents, other than the Directors of the Company in relation to the Resolutions and other than in relation to any certification made by an officer of the Company in relation to the Resolutions or the Constitutional Documents;

(d)

that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;

(e)

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

(f)

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Company in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

(g)

that no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending  against or affecting the Company; (ii) that no notice to the Registrar of Companies of the passing of a resolution of members or creditors to wind up or the appointment of a liquidator or receiver has been given to petition to wind up the Company; and (iii) that no application to reorganise the affairs of the Company pursuant to a scheme of arrangement or application for the appointment of a receiver has been filed with the Supreme Court; and

(h)

that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part and that there is no matter affecting the authority of the Directors to effect entry by the Company into the transactions, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein.Directors of the Company acted in good faith upon their adoption of the Resolutions.

Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

(1)

The Shares, when the terms of the issuance and sale thereof have been duly approved by the Board of Directors of the Company in conformity with the Company's Memorandum of Association, the Bye-Laws and the Plan will when issued and delivered against payment therefor in accordance with the Plan will be validly issued, fully paid and non-assessable.

(2)

Subject as otherwise provided in this opinion, and except as provided in this paragraph, no consent, licence or authorisation of, filing with, or other act by or in respect of, any governmental authority or court of Bermuda is required to be obtained by the Company in connection with the issuance of the Shares except that the Registration Statement and any other offering documents must be filed with the Registrar of Companies prior to or as soon as reasonably practicable after any Shares are offered to the public and must comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981.

Reservations

We have the following reservations:

(a)

We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda.  This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

(b)

Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be bound by an alteration of the Memorandum of Association or Bye-Laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

Disclosure

This opinion is addressed to you and, save as referred to herein, is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose, nor quoted, nor referred to in any public document, nor filed with any governmental agency or person without our prior written consent, except as may be required by law.

Notwithstanding the foregoing, weWe hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our name in the prospectus contained therein, without admitting that we are "experts" within the meaning of the Securities Act, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.   In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law.  It is given on the basis that it will not give rise to any legal proceedings with respect to it in any jurisdiction other than Bermuda.  Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.

Yours faithfully

Appleby (Bermuda) Limited

SCHEDULE

1.The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search on 18 March[Ÿ] 2013 (the "Company Search");

2.The entries and filings shown in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search on 18  March 2013 in respect of the Company (the "Litigation Search");

2.3. Copies of the Certificate of Incorporation, Memorandum of Association and Bye-laws for the Company (collectively referred to as the "Constitutional Documents");

3.4. A certified copy of the Unanimous Written Consent adopted by the Board of Directors of the Company effective 14 March 2013 (the "Resolutions"); and

4.5. A copy of the Registration Statement on Form F-3, dated 18 March 2013, as amended on June 28, 2013 and as further amended on [Ÿ], 2013, under the United States Securities Act of 1933, as amended (the "Registration Statement").

Nordic

American

Tankers

July 25, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE: Nordic American Tankers Limited (the "Company")

Ladies and Gentleman:

The undersigned registrant hereby acknowledges 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 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.

Yours faithfully,

NORDIC AMERICAN TANKERS LTD.

By:

/s/ Herbjørn Hansson

Name:

Herbjørn Hansson

Title:

Chairman & CEO

July 9 , 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
  Amendment No. 1 to Registration Statement on Form F-3
Filed  June 28 , 2013
  File No.  333-187400

Dear Mr. Hannson :

We have reviewed your response to our letter dated April 8, 2013 and have  the following
additional comments.

Exhibit 5.1

1. We note your response to prior comment 3; however, we continue to believe that the
assumptions in paragraph (h) are not appropriate.  The assumptions in paragraph (h)
appear necessary to the legal conclusion that the ac tions required by Bermuda law to
approve the issuance of the securities have been taken and that the securities will be
issued in compliance with the requirements of Bermuda law, the registrant’s certificate of
incorporation and its bylaws, and the resolut ions approving the issuance of those
securities.  Additionally, to the extent a component of the assumption in paragraph (h) is
a question of fact, it would appear to be a material fact or otherwise readily ascertainable.
As to matters of fact, counsel ma y rely on a certificate of an officer of the corporation.
Please have counsel revise accordingly.

2. We note your response to prior comment 4.  Purchasers in the offering are entitled to rely
unconditionally on the legality opinion.  Please have counsel re vise the first paragraph
under “Disclosure” on page 3 and remove the second sentence of the last paragraph on
page 3 accordingly.

 Herbjǿrn Hannson
 Nordic American Tankers Limited
 July 9 , 2013
 Page 2

 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

CORRESP
1
filename1.htm

    d1394203_corresp.htm

Seward & Kissel llp

ONE BATTERY PARK PLAZA

NEW YORK, NEW YORK 10004

TELEPHONE: (212) 574-1200

FACSIMILE: (212) 480-8421

WWW.SEWKIS.COM

901 K. STREET, NW

WASHINGTON, DC 20001

TELEPHONE: (202) 737-8833

FACSIMILE: (202) 737-5184

June 28, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

Attn: Max A. Webb

Re:

Nordic American Tankers Limited Registration Statement on Form F-3 Filed March 21, 2013

File No. 333-187400

Dear Mr. Webb:

We refer to the registration statement on Form F-3, filed by Nordic American Tankers Ltd. (the "Company") with the Securities and Exchange Commission (the "Commission") on March 21, 2013 (the "Registration Statement").  By letter dated April 8, 2013 (the "Comment Letter"), the staff of the Commission (the "Staff") provided the Company with its comments to the Registration Statement.

The Company has today filed via EDGAR, Amendment No.1 to the Registration Statement (the "Amended Registration Statement"), which responds to the Staff's comments contained in the Comment Letter.

The following numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter.  For your convenience, each response is prefaced by the text of the Staff's corresponding comment in bold text.

Registration Statement cover page

1.

Refer to footnote (1) to the Calculation of Registration Fee table. Given that you are registering the offering of common stock that does not appear by its terms to be exchangeable or convertible, please explain what you contemplate by the second sentence. To the extent you intend to rely on Rule 416 of Regulation C, please revise to track the language of Rule 416.

In response to the Staff's comment, the Company has revised footnote (1) to the Calculation of Registration Fee table to remove the sentence relating to exchangeable or convertible securities from the Amended Registration Statement.

Max A. Webb

Nordic American Tankers Limited

June 28, 2013

Page 2

Exhibit 5.1

2.

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 opinion that omits all of these assumptions at the time of each takedown.

The Company confirms that its counsel will file an unqualified opinion at each takedown.

3.

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

●

in assumption (c), it is inappropriate to assume that persons signing the Documents have the authority and power to do so;

●

in assumption (h), it appears that counsel is assuming material issues underlying its opinion; and

●

in assumption (h), it is inappropriate to assume that the Resolutions have not been rescinded.

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

In response to the Staff's comment, Appleby (Bermuda) Limited, Bermuda counsel for the Company, has provided a revised Exhibit 5.1 with the Amended Registration Statement and the accompanying Appendix 1 to this letter addressing the Staff’s comment.

4.

Purchasers in the offering are entitled to rely unconditionally on the legality opinion. Please have counsel revise the first paragraph under “Disclosure” on page 3 and remove the second sentence of the last paragraph on page 3 accordingly.

In response to the Staff's comment, Appleby (Bermuda) Limited, Bermuda counsel for the Company, has provided a revised Exhibit 5.1 with the Amended Registration Statement and the accompanying Appendix 1 to this letter addressing the Staff’s comment.

Max A. Webb

Nordic American Tankers Limited

June 28, 2013

Page 3

If you have any questions or comments concerning the foregoing, please feel free to telephone the undersigned at (212) 574-1223, Andrei Sirabionian at (212) 574-1580 or Evan Preponis at (212) 574-1438.

Sincerely,

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:           J. Nolan McWilliams

Division of Corporation Finance

Securities and Exchange Commission

Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

Appendix 1

U.S. Securities & Exchange Commission

Email  tcounsell@applebyglobal.com

Division of Corporation Finance

Washington D.C. 20549

Direct Dial  +1 441 298 3212

U.S.A.

Tel  +1 441 295 2244

Fax  +1 441 292 8666

Attention:   J Nolan McWilliams

Your Ref

Appleby Ref  100154.0043/TJC

  18 June 2013

Dear Sirs,

Nordic American Tankers Limited

Registration Statement on Form F-3

Filed 21 March 2013

File No 333-187400

We refer to the United States Securities and Exchange Commission's ('Commission') letter dated 8 April 2013 in relation to the above and in particular to the legal opinion issued by Appleby (Bermuda) Limited addressed to Nordic American Tankers Limited ("NAT") and dated 20 March 2013.

We note that the Commission has referred in its letter to the Staff Legal Bulletin No. 19 (CF), a copy of which has been provided to us – we note that the Legal Bulletin does not constitute a rule, regulation or statement of the Commission.

The Commission has noted in its letter that certain opinion assumptions appear to be inappropriate and the Commission has asked that the opinion be revised, or that counsel "tell us why these assumptions are appropriate and necessary".  We have reproduced the Commission's statements below (appearing as bullet points) and our responses to the concerns raised then follow.

●

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

The Registration Statement contemplates further, potential actions by NAT which have yet to take place and the opinion therefore necessarily includes such assumptions.  The Commission appears to be suggesting that an unqualified opinion is one which will contain none of the assumptions listed in the opinion already furnished.  If the Commission is looking to obtain an opinion issued in the future with respect to any specific offering of securities made by NAT, and which will contain no assumptions, we are not able to give that assurance.  Any legal opinion necessarily includes assumptions, which we trust is understood and appreciated by the Commission.  If there are specific assumptions which the Commission would seek to have amended in the context of an offering made by NAT, please advise as to the specific wording which would need clarification.

●

"in assumption (c), it is inappropriate to assume that persons signing the Documents have the authority and power to do so";

"Documents" is defined in the Schedule to the opinion as including all the documents listed in the Schedule to the opinion.  Those documents include documents issued and signed by persons other than NAT which is the subject of the legal opinion.  We do not and cannot verify that such persons have properly signed such documents under all appropriate authority, which is why the assumption has to be made.   We are willing to amend the assumption so that it reflects that the assumption does not extend to the directors of the NAT in relation to their approval of the Resolutions or to certifications signed by an officer of NAT.

The current wording is:   "the authority, capacity and power of persons signing the Documents;"

Suggested revised wording would read:     "the authority, capacity and power of persons signing the Documents, other than the Directors of the Company in relation to the Resolutions and other than in relation to certifications made by any officer of the Company in relation to the Resolutions or the Constitutional Documents;"

●

in assumption (h), it appears that counsel is assuming material issues underlying its opinion;

●

in assumption (h), it is inappropriate to assume that the Resolutions have not been rescinded.

We group the responses to these two points together in that they relate to the same assumption and to the same subject matter relating to the assumption (i.e. the "Resolutions").

We are able to delete the wording ", and accurately record the resolutions adopted by all the Directors of the Company as unanimous written resolutions of the Board".

The wording relating to there being no matter affecting the authority of a director when he or she is acting is absolutely necessary, as it is neither the function of a legal opinion to address the ability of a director to properly reach a decision nor is it possible to offer a legal opinion on any such outcome of a director's deliberations.  The existence or non-existence of any matters affecting a Director's ability to properly arrive at a decision, while carrying out the director's duty to the company concerned is not, of course, a matter that a legal opinion can address.

Whether Resolutions have or have not been rescinded is similarly a question of fact and not the subject of a legal opinion.  In giving an opinion, the opinion provider must therefore necessarily assume that the Resolutions forming the basis of the corporate authorisation opinion are in full force and effect when the opinion is given.  When we are provided a certified copy of the Resolutions which are said to be in force and effect on the date provided to us, we rely on that factual position.  Beyond that position, we cannot establish if actions have been taken contrary to that stated position.

●

Purchasers in the offering are entitled to rely unconditionally on the legality opinion.  Please have counsel revise the first paragraph under "Disclosure" on page 3 and remove the last sentence on page 3 accordingly.

We note that the requested disclosure paragraph changes do not reflect our engagement, which is in fact by NAT.  As a result, it is NAT which is our client and to whom our duties of care apply in contract and in tort.  In this context, we have no relationship in contract or in tort with investors who may, in the event that an offering is made by NAT in conjunction with the Registration Statement, become investors in NAT.

In relation to the request that we remove the sentence in the disclosure paragraph of our opinion, reading: "It is given on the basis that that it will not give rise to any legal proceedings with respect to it in any jurisdiction other than Bermuda.", this deletion cannot be made.  We are Bermuda barristers and attorneys practicing in Bermuda and opining in relation to a Bermuda company.  We will not consent to conduct of actions brought against us in relation to the opinion in any forum other than the Bermuda courts.

We hope that this is helpful in explaining the position regarding the opinion.  Please contact Mr Tim Counsell of this firm if there are remaining questions or comments regarding the above.

Yours faithfully

/s/ Appleby

Appleby (Bermuda) Limited

Encl:  draft marked, revised opinion

Nordic

American

Tankers

June 28, 2013

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb

RE: Nordic American Tankers Limited (the "Company")

Ladies and Gentleman:

The undersigned registrant hereby acknowledges 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 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.

Yours faithfully,

NORDIC AMERICAN TANKERS LTD.

By:

/s/ Herbjørn Hansson

Name:

Herbjørn Hansson

Title:

Chairman & CEO

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

August 26, 2011
 Via Facsimile

Ms. Turid M. Sorensen Chief Financial Officer Nordic American Tanker Shipping Limited LOM Building 27 Reid Street Hamilton HM 11, Bermuda
Re: Nordic American Tanker Shipping Limited
 Form 20-F
Filed April 21, 2011 File No. 001-13944

Dear Ms. Sorensen:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel
Linda Cvrkel Branch Chief
    Via Facsimile 011 47 33 42 73 01

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NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton, HM 11, Bermuda

August 11, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E

Washington, D.C. 20549

USA

Attention:    Linda Cvrkel, Esq.

         Branch Chief

Re:

Nordic American Tankers Limited (formerly known

as Nordic American Tanker Shipping Limited)

Form 20-F for the year ended December 31, 2010

Filed April 21, 2011

File No. 001-13944

Dear Ms. Cvrkel:

By letter dated June 9, 2011, addressed to the undersigned, the Staff of the Securities and Exchange Commission (the "Staff") provided comments to our Annual Report on Form 20-F for the year ended December 31, 2010.  By letter dated July 20, 2011, we provided responses to the Staff's comments.

Our responses, together with the Staff's additional comments, are set forth below:

Risk Factors, page 5

If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our common stock, page 12.

1.

You state in your response to comment 2 in our letter dated June 9, 2011 that your vessels which have called on Marsa Bashayer, Sudan, "do not employ U.S. citizens and did not carry U.S. –origin cargoes." Please tell us whether this statement also applies to your vessels that have called on Kharg Island and/or Sirri Island in Iran. Also, tell us the nature of cargoes your vessels loaded and/or unloaded when they called on the ports in Iran.

The vessels that called Kharg Island and/or Sirri Island in Iran during the years 2009 and 2010 did not employ U.S. citizens and did not carry U.S.-origin cargoes. The table below gives the time of loading, place where the cargo was loaded and the type of cargo loaded:

Date of loading

Load port

Type of crude oil

January 10-12, 2009

Sirri Island

Sirri

June 8-10, 2009

Kharg Island

Iranian Heavy and Iranian Light

March 13-14, 2010

Kharg Island

Iranian Heavy

Page 2

The Company's vessels did not carry refined products.

2.

In your responses to comments 2 and 3 in our letter dated June 9, 2011 you provide us with information related to the contacts of your vessels with Sudan and Iran covering the period through December 31, 2010. As we requested in those comments, please provide us with information that is current through June 30, 2011.

Eight of the Company's vessels called on Marsa Bashayer, Sudan, during the period January 1 through June 30, 2011, in order to load cargoes. These eight vessels called 10 times in total during this period.  The vessels did not employ U.S. citizens and did not carry U.S.-origin cargoes.

The Company's vessels did not carry refined products.

Critical Accounting Estimates – Long-lived assets and impairments, page 40

3.

We note from your response to our prior comment eight that you have provided us with proposed disclosure which discusses the market value of your vessels as compared to the carrying value of your vessels. However, it does not appear from your response that you plan on including this disclosure in the Critical Accounting Estimates section of MD&A in future filings. As previously noted, due to your continued decrease in operating and net income coupled with your operating losses experienced in the last fiscal year and recent interim period as well as the highly material amount of the vessels that represent in excess of 90% of your total consolidated asset value, we believe that the disclosure in critical accounting estimates should be significantly expanded to describe the specific factors and conditions where you would record an impairment loss for such vessels. Please confirm that you will revise future filings to include the proposed disclosure and illustrative table in the Critical Accounting Estimates section of MD&A. Also, we note from the introductory paragraph to the illustrative table you have provided in your response, that the table indicates which of your vessels has a market value below its carrying value. However, it does not appear that this distinction has been made in the table which lists all of your vessels and their carrying values. Please advise or revise accordingly.

The Company confirms to the Staff that the expanded disclosure, as illustrated in our previous response letter, will be included in future filings within the Critical Accounting Estimates section of the MD&A.

Further, we advise the Staff that the introductory paragraph to the illustrative table will be revised so that it accurately describes the content of the table. Additionally, we will revise the table to clearly distinguish which vessels have market values below their carrying values. Currently, 17 vessels of our 19 vessel fleet have market values (steel value as indicated by shipbrokers) below their carrying values in the aggregate amount of approximately $230 million.

For further reference please see page one of our response letter dated July 20, 2011, explaining our unique operating model including questions of valuation of vessels.

Page 3

Audited Financial Statements

Note 1. Business and Summary of Significant Accounting Policies

-Drydocking, page F-8

4.

We note that your response to our prior comment 11 includes detail of the nature of the costs deferred as drydocking costs. However, we do not believe that your response adequately responds to our prior comment. Please confirm to us that you will provide a detailed description of the types of drydocking costs included in deferred drydocking costs and an affirmative statement that the types of costs deferred are consistent in all periods presented, in the notes to the financial statements made in the Critical Accounting Estimates section of MD&A.

The Company confirms that in future filings we will include a detailed description of the types of drydocking costs included in deferred drydocking costs, and an affirmative statement that the types of costs deferred are consistent in all periods presented in the notes to the financial statements and in the Critical Accounting Estimates section of MD&A.

-Revenue and Expense Recognition, page F-8

5.

We note from your response to our prior comment 12, that you believe that based on the terms of the agreement with the customer, it is appropriate to recognize revenue from the completion of discharge of the vessels's previous cargo to the completion of discharge of the current cargo. Please revise your revenue recognition policy in the notes to the financial statement to include a disclosure that indicates that "based on the terms of the customer agreement, a voyage is deemed to commence upon the completion of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the current cargo."

The Company hereby undertakes that in future filings it will revise our revenue recognition policy in the notes to the financial statement to include a disclosure that "based on the terms of the customer agreement, a voyage is deemed to commence upon the completion of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the current cargo."

Very truly yours,

Nordic American Tankers Limited

By:          /s/ Turid M. Sørensen

Name:     Turid M. Sørensen

Title:       Chief Financial Officer

cc:           Herbjørn Hansson

Chairman and Chief Executive Officer

Nordic American Tankers Limited

Trond Edvin Hov

Partner, Deloitte AS

Gary Wolfe, Esq.

Seward & Kissel LLP

NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton, HM 11, Bermuda

             August 11, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: Linda Cvrkel, Esq.

Re:

Nordic American Tankers Limited (formerly known

as Nordic American Tanker Shipping Limited)

Form 20-F

Filed April 21, 2011

File No. 001-13944

Ladies and Gentlemen:

The undersigned registrant hereby acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

The Staff's comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Yours faithfully,

Nordic American Tankers Ltd.

By:

/s/ Turid M. Sørensen

Name:

Turid M. Sørensen

Title:

Chief Financial Officer

July 29, 2011
 Via Facsimile

Ms. Turid M. Sorensen Chief Financial Officer Nordic American Tanker Shipping Limited LOM Building 27 Reid Street Hamilton HM 11, Bermuda
Re: Nordic American Tanker Shipping Limited
 Form 20-F
Filed April 21, 2011 File No. 001-13944

Dear Ms. Sorensen:
 We have reviewed your response letter dated July 20, 2011 and have the following
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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Risk Factors, page 5

 If our vessels call on ports located in countries that are subject to rest rictions imposed by the
U.S. or other governments, that could adversel y affect our reputation and the market for our
common stock, page 12.

1. You state in your response to comment 2 in our letter dated June 9, 2011 that your vessels
which have called on Marsa Bashayer, Sudan, “do not employ U.S. citizens and did not
carry U.S.-origin cargoes.”  Please tell us wh ether this statement also applies to your
vessels that have called on Kh arg Island and/or Sirri Island in Iran.  Also, tell us the
nature of cargoes your vessels loaded and/or unloaded when  they called on the ports in
Iran.

Ms. Turid M. Sorensen Nordic American Tanker Shipping Limited July 29, 2010 Page 2

 2. In your responses to comments 2 and 3 in our letter dated June 9, 2011 you provide us
with information related to the contacts of your vessels with Sudan and Iran covering the
period through December 31, 2010.  As we reque sted in those comments, please provide
us with information that is current through June 30, 2011.
 Critical Accounting Estimates – Long-lived assets and impairments, page 40

3. We note from your response to our prior comme nt eight that you have provided us with
proposed disclosure which discusses the market  value of your vessels as compared to the
carrying value of your vessels.  However, it does not appear from your response that you
plan on including this disclosure in the Crit ical Accounting Estimat es section of MD&A
in future filings.  As previously noted, due to your continued decr ease in operating and
net income coupled with your operating losses experienced in the la st fiscal year and
recent interim period as well as the highly mate rial amount of vessels that represent in
excess of 90% of your total cons olidated asset value, we belie ve that the disclosure in
critical accounting estimates  should be significantly expand ed to describe the specific
factors and conditions where you would record an impairment loss for such vessels.  Please confirm that you will revise future fili ngs to include the proposed disclosure and
illustrative table in the Critical Accounting Estimates section of MD&A.  Also, we note from the introductory paragraph to the il lustrative table you have provided in your
response, that the table indi cates which of your vessels has a market value below its
carrying value.  However, it does not appear that this distinction has been made in the
table which lists all of your vessels and thei r carrying values.  Please advise or revise
accordingly.

Audited Financial Statements

 Note 1. Business and Summary of  Significant Accounting Policies

 – Drydocking, page F-8

4. We note that your response to our prior comm ent 11 includes detail of  the nature of the
costs deferred as drydocking costs.  Howe ver, we do not believe that your response
adequately responds to our prior comment.  Please confirm to us that you will provide a
detailed description of the types of drydoc king costs included in deferred drydocking
costs and an affirmative statement that the t ypes of costs deferred are consistent in all
periods presented, in the notes to the financial statements and in the Critical Accounting
Estimates section of MD&A.
 - Revenue and Expense Recognition, page F-8

Ms. Turid M. Sorensen Nordic American Tanker Shipping Limited July 29, 2010 Page 3

 5. We note from your response to our prior comme nt 12, that you believe that based on the
terms of the agreement with th e customer, it is appropriate to recognize revenue from the
completion of discharge of the vessel’s previ ous cargo to the completion of discharge of
the current cargo.  Please revise your revenue recognition policy in the notes the financial
statements to  include a disclosure that indicat es that “based on the terms of the customer
agreement, a voyage is deemed to commen ce upon the completion of discharge of the
vessel's previous cargo and is deemed to e nd upon the completion of discharge of the
current cargo.”

You may contact Claire Erla nger at (202) 551-3301 or Joe Foti at (202) 551-3816 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,
   /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

 Via Facsimile 011 47 33 42 73 01

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July 22, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E

Washington, D.C. 20549

Attention:

Linda Cvrkel, Esq.

Branch Chief

Re:

Nordic American Tankers Limited (formerly known

as Nordic American Tanker Shipping Limited)

Form 20-F for the year ended December 31, 2010 filed April 21, 2011

Form 20-F/A filed May 10, 2011

File No. 001-13944

Dear Ms. Cvrkel:

We refer to the letter of Nordic American Tankers Limited (the "Company") dated July 20, 2011, to the Staff of the Securities and Exchange Commission (the "Staff"), responding to the Staff’s comments to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010 (the "Form 20-F").

As discussed with Ms. Bryan of the Staff, we confirm that the Company filed a Form 20-F/A on May 10, 2011, for the sole purpose of including information in the XBRL format.  Otherwise, the Form 20-F/A is identical to the Form 20-F.

Please feel free to contact the undersigned at (212) 574-1223 or Christine Westbrook at (212) 574-1371 with any questions or comments.

Very truly yours,

SEWARD & KISSEL LLP

By:

/s/ Gary J. Wolfe

Gary J. Wolfe

cc:

Tonya Bryan, Esq.

Securities and Exchange Commission

Turid Sorensen

Nordic American Tankers Limited

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NORDIC AMERICAN TANKERS LIMITED

LOM Building, 27 Reid Street

Hamilton, HM 11, Bermuda

July 20, 2011

Securities and Exchange Commission

Division of Corporation Finance

100F Street, N.E

Washington, D.C. 20549

USA

Attention:          Linda Cvrkel, Esq.

Branch Chief

Re:

Nordic American Tankers Limited (formerly known

as Nordic American Tanker Shipping Limited)

Form 20-F for the year ended December 31, 2010

Filed April 21, 2011

File No. 001-13944

Dear Ms. Cvrkel,

By letter dated June 9, 2011 addressed to the undersigned, the Staff of the Securities and Exchange Commission (the "Staff") provided comments to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2010.

The Company was formed for the purpose of acquiring and chartering Suezmax tankers only, designated for transportation of crude oil. The Company has grown from three to 19 Suezmax tankers in less than seven years and the original three vessels are still in our fleet. The Company has a unique business model which differs from other tanker companies. The Company's strategy is focused on dividend accretive growth through vessel acquisitions, operating one type of vessel, cash breakeven rate, which currently is about $11,000 per day per vessel, spot market exposure, strong balance sheet and available financial resources. All of the Company's vessels acquisitions are financed with proceeds from issuance of common stock or by a limited amount of debt as the case may be. Our vessels are held for use and we have not sold any vessels as we focus on maximizing the cash flow of the Company which is distributed quarterly to our shareholders. We therefore believe that the estimated future cash flow together with the Company's stock price on the NYSE are key elements in the valuation of our company.

The Company's responses, together with the Staff's comments, are set forth below:

Risk Factors, page 5

If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our common stock, page 12.

1.

In light of your statement that from time to time, vessels in your fleet call on ports in countries identified by the U.S. government as state sponsors of terrorism, please represent to us that in future filings you will delete "If" from your risk factor heading, so that it is clear from the heading that your vessels do, in fact, call on ports in countries that have been designated as state sponsors of terrorism.

The Company hereby undertakes that in future filings it will not use the term "if" in the risk factor heading relating to its vessels calling on ports located in countries that are subject to restrictions imposed by the U.S. or other governments.

2.

You state that your vessels call on ports located in countries identified by the U.S. government as state sponsors of terrorism.  Please represent to us that in future filings you will revise your risk factor disclosure to name the countries identified by the U.S. government as state sponsors of terrorism to which you refer.

In this regard, we note that Cuba, Iran, Sudan, and Syria are identified by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your annual report does not include disclosure regarding contacts with those countries. Describe to us the nature and extent of any past, current, and anticipated contacts with Cuba, Iran, Sudan, and Syria, whether through subsidiaries, or other direct or indirect arrangements, since your letters to us dated February 6, 2009 and March 30, 2009. Further, you should describe to us any goods, fees, or services you have provided or anticipate providing, directly or indirectly, to the referenced countries, and any agreements, commercial arrangements, or other contracts you have had, or intend to have, directly or indirectly, with the governments or entities controlled by the governments of those countries.

The Company hereby undertakes that in future filings it will identify the specific countries, if any, to which its risk factor concerning vessels calling on ports located in countries that are subject to restrictions imposed by the U.S. or other governments relates.

2

In March 2010, the Company announced that it decided to place all its vessels in one spot market cooperation, which was effective from July 1, 2010. We currently operate all of our existing vessels in a spot market cooperation with other vessels that are not owned by us. The cooperation has the responsibility for the commercial management of the participating vessels including chartering, operating, marketing and purchasing bunker (fuel oil) for the vessels. The earnings of all of the vessels are aggregated and divided by the actual earning days each vessel was available during the period, which means that the Company does not receive revenues that are identified as having accrued from any specific voyage.

During the period since our letters to the Commission dated February 6, 2009 and March 30, 2009 through June 30, 2010, we have operated all of our spot trading vessels in cooperative arrangements with Frontline Limited and the Swedish group, Stena Bulk AB.

None of the Company's vessels has ever called at ports in Cuba or Syria.

Six of the Company`s vessels called on Marsa Bashayer, Sudan, during the years ended December 31, 2009 and December 31, 2010, in order to load oil cargoes. These six vessels called 17 times in total during the year ended December 31, 2010, and called 11 times in total during the year ended December 31, 2009. As stated above, the earnings of all of the vessels are aggregated and divided by the actual earning days each vessel was available during the period, which means that the Company does not receive revenues that are identified as having accrued from any specific voyage. As a result, the Company does not receive revenues identified to the calls on Marsa Bashayer other than its share of the revenues calculated across the group of vessels managed by the administrator as a whole during the period. These vessels do not employ U.S. citizens and did not carry U.S.-origin cargoes. Finally, the Company does not pay expenses related to the calls on Marsa Bashayer, including payments to Sudanese port authorities for docking and other services, other than its share of the expenses calculated across the group of vessels managed by the administrator as a whole during the period.

One of the Company's vessels called one time on Kharg Island, Iran, on March, 14, 2010. One of the Company's vessels called on Kharg Island, Iran, once, and called on Sirri Island, Iran, once during the year ended December 31, 2009. As stated above, the earnings of all of the vessels are aggregated and divided by the actual earning days each vessel was available during the period, which means that the Company does not receive revenues that are identified as having accrued from any specific voyage. As a result, the Company did not receive revenues identified to the calls on Kharg Island or Sirri Island, Iran.

During period since our letters to the Commission dated February 6, 2009 and March 30, 2009 through December 31, 2010, the cooperation arrangement subchartered the Company's vessels to third parties.  These spot charterers determine the ports on which the Company's vessels call.

The Company has not provided, nor does it anticipate providing, any goods, fees, or services, directly or indirectly, to the referenced countries.  The Company does not have, nor does it intend to have, any agreements, commercial arrangements, or other contacts, directly or indirectly, with the governments or entities controlled by the governments of those countries.

3

3.

Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and Syria you describe in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets, and liabilities associated with each of the referenced countries since your prior letters. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have contacts with Cuba, Iran, Sudan, or Syria.

The Company has not been involved in business to and from Cuba or Syria.

The Company has been informed by one of the cooperative arrangements that port calls by our vessels to Sudan contributed to the cooperative arrangements total net voyage revenue of 3.3% during the year ended December, 2009, and 5.5% during the year ended December, 2010, respectively. The Company has been informed by the cooperative arrangements that port calls by our vessels to Iran contributed to the cooperative arrangements total net voyage revenue of 0.9% during the year ended December 2009, and 0.2% during the year ended December 2010, respectively. Port costs paid on these calls have been paid by the cooperation arrangement.

Accordingly, the Company believes that its business to and from Sudan and Iran during the periods described above was not material from a quantitative viewpoint or otherwise and should not be considered as posing a material investment risk for its security holders.

The Company has also concluded that the payments made to Sudanese and Iranian port authorities by the cooperation arrangement are qualitatively or otherwise immaterial to the Company's reputation and share price.

The Company was listed on the American Stock Exchange from 1995 to 2004 when it moved its listing to the New York Stock Exchange. The Company believes that since that time, U.S. investors in general and the Company's shareholders in particular, have become familiar with the international energy markets in which the supply of oil by ship plays a key role. The Company believes that U.S. investors in the energy industry understand that sources of oil include Sudan.

The Company notes the Staff's comments that a number of states, universities and other investors have taken a variety of positions with respect to investments in companies that do business with countries identified as state sponsors of terrorism. The Staff states that the

Company's qualitative materiality analysis should address the potential impact of investor sentiment evidenced by such actions concerning companies with operations associated with Sudan. As the Company's business contacts with Sudan and Iran have been infrequent and relatively minor in scope, the Company does not believe that such contacts are qualitatively or otherwise material to a reasonable investor's investment decision.

4

Item 5. Operating and Financial Review and Prospects, page 34

A.

Operating Results, page 34

4.

We note that voyage expenses are $0 for the year ended December 31, 2010, which is a significant decrease from the amount recognized during 2009 and 2008. Please explain to us, and revise your disclosure in future filings to explain why there were no voyage expenses during 2010. For example, you disclose that voyage expenses decreased by 100% to $0 in 2010 from $9 million in 2009 but you do not explain the reason(s) for the decrease. Your response and revised disclosure should explain the nature of any changes in the way your business operated in 2010 as compared to 2009 and 2008 and explain any changes in the types of pooling arrangements and how those arrangements are accounted for in your financial statements.

The Company notes that the 100% decrease in voyage expenses during 2010 was attributable to the fact that all of our vessels during 2010 were operated pursuant to arrangements that were accounted for on a net basis in accordance with ASC 605-45. Accordingly, all voyage revenues were presented net of voyage expenses.

During each of 2009 and 2008, four vessels were temporarily operated on spot charters and accounted for on a gross basis in accordance with ASC 605-45. As such, the voyage revenues and expenses attributable to such arrangements were presented gross on the Company's statements of income.

A detailed description of the Company's arrangements and the circumstances in which such arrangements are accounted for on a gross basis versus a net basis is provided as follows.

Cooperative Arrangements:

In a cooperative arrangement the commercial management of all participating vessels is the responsibility of the administrator of the arrangement. The participating vessels are owned by several tanker owners. Commercial management of the participating vessels includes marketing, chartering, operating and purchasing bunkers (fuel oil) for the vessels. The earnings of all of the vessels are aggregated and divided by the actual earning days each vessel was available during the period. The owners of the participating vessels remain responsible for all other costs including the financing, insurance, crewing and technical management of their vessels.

5

All cooperative arrangements in which we have participated since 2008 have been accounted for on a net basis. When deciding whether to account for a specific arrangement on a net or gross basis we have considered the indicators as laid out in ASC 605-45 to decide if we are the primary obligor in the arrangement or not. For cooperative arrangements, our analysis includes the following:

The revenues are aggregated within the cooperative arrangement and divided among the participants. The revenue is not fixed as it is dependent upon the outcome of all participating vessels' activities and not only the outcome of our own vessels activities.  In accordance with ASC 605-45 the fact that revenues appear to be variable is an indicator of gross presentation however the lack of direct influence on the level of revenue created is an indicator of a net presentation. The administrator of the arrangement is responsible for all aspects of commercial operations, including the collection of freight revenues and the payment of voyage expenses. Our Company is not directly providing any part of the services requested by the customer, is not in a position to choose suppliers for the voyage expenses, and has no practical influence on the specifics of the service. These factors point towards net presentation.

Finally, the Company's exposure to credit risk is limited to its share of revenues from the arrangement, meaning that the credit risk is solely for the net amount due from the Commercial manager operating the arrangement. The cooperative arrangement maintains the credit risk related to the charterers, as it has the responsibility for collecting the charter hire from a customer and must pay the amount owed to a supplier after the supplier performs, regardless of whether the charter hire is fully collected.  This is also an indicator of net reporting.

Although conditions can be found supporting both a net and a gross presentation, the Company considers it appropriate to present this type of arrangement on a net basis in the Statement of Operations based on the combined analysis of relevant factors as described above.

Bareboat charters:

Revenues from bareboat charters are recorded at a fixed charter hire rate per day over the term of the charter. The charter hire is payable monthly in advance. Dur

CORRESP
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June 20, 2011

Securities And Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Linda Cvrkel
Branch Chief

Re:

Nordic American Tanker Shipping Limited

Form 20-F

Filed April 21, 2011

File No. 001-13944

Dear Ms. Cvrkel:

We refer to the 2010 Annual Report on Form 20-F (the “Annual Report”) of Nordic American Tanker Shipping Limited (the “Company”) that was filed with the Securities and Exchange Commission (the “Commission”) on April 21, 2011.  By letter dated June 9, 2010, the staff of the Commission (the “Staff”) provided the Company with its comments to the Annual Report and requested a response from the Company within ten business days.  As discussed with Ms. Erlanger of the Staff, the response date has been extended to July 20, 2011.

Thank you for your kind consideration.

Very truly yours,

SEWARD & KISSEL LLP

/s/ Gary J. Wolfe

by: Gary J. Wolfe

SK 01318 0002 1206227

June 9, 2011

Mr. Turid M. Sorensen Chief Financial Officer LOM Building 27 Reid Street Hamilton HM 11, Bermuda
Re: Nordic American Tanker Shipping Limited  Form 20-F
Filed April 21, 2011 File No. 001-13944
 Dear Mr. Sorensen:
 We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Risk Factors, page 5

 If our vessels call on ports located in countries that are subject to rest rictions im
 posed by the
U.S. or other governments, that could adversel y affect our reputation and the market for our
common stock, page 12.
1. In light of your statement that from time to tim e, vessels in your fleet call on ports in
countries identified by the U.S. government  as state sponsors of terrorism, please
represent to us that in future filings you w ill delete “If” from your risk factor heading,
so that it is clear from the heading that  your vessels do, in fact, call on ports in
countries that have been  designated as state sponsors of terrorism.

2. You state that your vessels ca ll on ports located in countries  identified by the U.S.
governm
ent as state sponsors of terrorism.  Pl ease represent to us that in future filings
you will revise your risk factor disclosure to  name the countries identified by the U.S.
government as state sponsors of terrorism to which you refer.

Mr. Turid M. Sorensen Nordic American Tanker Shippping Limited
June 9, 2010 Page 2

 In this regard, we note that Cuba, Iran, S udan, and Syria are identified by the U.S.
Departm
ent of State as state sponsors of terrorism, and are subject to U.S. economic
sanctions and export controls.  Your a nnual report does not in clude disclosure
regarding contacts with those c ountries.  Describe to us th e nature and extent of any
past, current, and anticipated contacts w ith Cuba, Iran, Sudan, and Syria, whether
through subsidiaries, or other di rect or indirect arrangement s, since your letters to us
dated February 6, 2009 and March 30, 2009.  Fu rther, you should describe to us any
goods, fees, or services you have provided  or anticipate providing, directly or
indirectly, to the referenced count ries, and any agreements, commercial
arrangements, or other contact s you have had, or intend to ha ve, directly or indirectly,
with the governments or en tities controlled by the governments of those countries.

3. Please discuss for us the materiality of any contacts with Cuba, Iran, Sudan, and Syria
you describe in response to the foregoi ng comm
ent, and whether those contacts
constitute a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
revenues, assets, and liabilities associated with each of th e referenced countries since
your prior letters.  Also, address materialit y in terms of qualitative factors that a
reasonable investor would deem import ant in making an investment decision,
including the potential impact of corpor ate activities upon a co mpany’s reputation
and share value.  As you know, variou s state and municipal governments,
universities, and other inve stors have proposed or adopted divestment or similar
initiatives regarding investment in compan ies that do business with U.S.-designated
state sponsors of terrorism.  Your materiality analysis should address the potential
impact of the investor sentiment evid enced by such actions directed toward
companies that have contacts with Cuba, Iran, Sudan, or Syria.

Item 5. Operating and Financial Review and Prospects, page 34

A. Operating Results, page 34

4. We note that voyage expenses are $0 for the year ended December 31, 2010, which is
a significant decrease from the amount  recognized during 2009 and 2008.  Please
explain to us, and revise your disclosure in future filings to explain why there were no
voyage expenses during 2010.  For example,  you disclose that voyage expenses
decreased by 100% to $0 in 2010 from $9 million in 2009 but you do not explain the reason(s) for the decrease.  Your response and revised disclosure should explain the
nature of any changes in the way your bus iness operated in 2010 as compared to 2009
and 2008 and explain any changes in the types of pooling arrangements and how
those arrangements are accounted fo r in your financial statements.

Mr. Turid M. Sorensen Nordic American Tanker Shippping Limited
June 9, 2010 Page 3

B. Liquidity and Capital Resources, page 37

5. Please revise your disclosure in future f ilings to include the approximate amount of
capital expenditures expected to be in curred in fiscal 2011, as you have incurred
significant amounts of capital expenditure s in the last two fiscal years.
 Tabular Disclosure of Contractual Obligations, page 39

6. We note from your balance sheet that as of December 31, 2010 there is a long-term
liability for deferred compensa tion in the amount of $8 milli on.  It appears that this
long-term liability should be included in  your table of contractual obligations in
accordance with Item 303(a)(5) of Regulation S-K.  Please advise or revise future
filings accordingly.
 Critical Accounting Estimates – Revenue Recognition, page 40

7. Please revise your disclosure in your criti cal accounting estimates section in future
filings to discuss how you account for revenu e attributable to vessels operating in
cooperative agreements, includ ing the recording of revenue on a gross versus net
basis.

Critical Accounting Estimates – Long-lived assets and impairments, page 40
8. From your disclosure of Industry Specific Risk Factors in Item 3.D, we note several
risk factors that discuss the volatility and un certainty of asset valu es of vessels.  In
this regard, we have also noted that (i ) asset values in th e shipping industry are
currently below their 10-year historical values; (ii) the de pendency and uncertainty of
credit availability to finance and expand operations has materially affected asset
values; and (iii) the market price for tankers  has declined significantly from levels
reached several years earlier and have re mained at relatively low levels.
Furthermore, some companies are burdened with legacy issues such as vessels purchased at values significantly above hi storical averages or commitments for
newbuildings at costs significantly above cu rrent market values.   For example, with
the contracts on two of your Suezmax newbuildings committed in November 2007 with delivery of one vessel in December 2010 and the delivery of the other at a
unknown future date, it is unclear if th e committed costs of these vessels will
significantly exceed their current market values.
In view of your continued decrease in operating and net income coupled with your
operating losses experienced in the last fiscal year and recent interim period as well as
the highly material amount of vessels that  represent in excess of  90% of your total
consolidated asset value, we  believe that the disclosu re in critical accounting
estimates should be significantly expanded to describe the specific factors and
conditions where you would record an impairme nt loss for such vessels.   In addition,
we suggest that you consider adding a tabl e summarizing the date of acquisition, the

Mr. Turid M. Sorensen Nordic American Tanker Shippping Limited
June 9, 2010 Page 4

purchase p
rice and carrying valu e of each vessel in your fleet  and identify within this
table those vessels whose estimated market values are less than their carrying values
as of the most recent year end.   Along w ith this table, please add disclosure below
the table of the aggregate market value and aggregate book value for those vessels
identified as having estimate d market values less than their carrying values.  This
additional disclosure will pr ovide investors with an i ndication of the estimated
magnitude of the potential aggregate impairme nt charge related to these vessels if you
decided to sell all of such vessels.
Audited Financial Statements
 Statement of Shareholders’ Equity, page F-5

9. We note that during the year ended December 31, 2009 you reduced Additional Paid-In Capital and increased Retained Earni ngs by $117,020 and described the transaction
as “accumulated dividend distribution defined as  return of capital.”  Please explain to
us the nature of this tran saction and tell us why you be lieve it is an appropriate
adjustment in 2009.  Also, please explain to us  and revise your notes to the financial
statements in future filings to explain why additional paid-in capital has been charged for cash dividends paid in 2008, 2009 and 2010.

Note 1. Business and Summary of  Si
 gnificant Accounting Policies

-Impairment of Long-Lived Assets, page F-8

10. We note your disclosure that  long-lived assets are requi red to be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.   In light of the continued decrease in
operating and net income over the last few y ears and recognition of an operating loss
for the year ended December 31, 2010 and quarter ended March 31, 2011, please tell
us when you last performed an impairment  analysis on your vessels and provide us
the results of that analysis.

– Drydocking, page F-8

11. We note your disclosure that you follow the deferral method of accounting for
drydocking costs whereby actual costs incu rred are deferred and amortized on a
straight-line basis to the expected date of the next drydocking.  Please revise your
disclosure in future filings in the notes to the financial statements and in the Critical
Accounting Estimates section of  MD&A to provide a detaile d description of the types
of drydocking costs included in deferred drydocking costs and an affirmative
statement that the types of costs deferred are consistent in all periods presented.  If the
types of costs deferred are not consistent , provide a discussion of any changes in
types of costs deferred.

Mr. Turid M. Sorensen Nordic American Tanker Shippping Limited
June 9, 2010 Page 5

- Revenue and Expense Recognition, page F-8

12. We note your disclosure that a voyage is  deemed to commence upon the completion
of discharge of the vessel’s previous car go and is deemed to end upon the completion
of discharge of the current cargo.  Please note that recognition of voyage revenue
commencing upon the completion of discharge of the vessel's previous cargo is not considered to be in accordance with GAAP b ecause revenue is recognized in advance
of performance.  Please revise your policy to rec ognize revenue under ASC 605-20-
25, or alternatively, explain to us why you believe your revenue recognition policy is
appropriate (e.g. revenue is not recognized until a charter is agreed to with the
customer).

Note 8. Deposit on Contract, page F-14

13. We note your disclosure that as of December 31, 2010 you have $35.8 million
capitalized on your balance sheet related to the Nordic Galaxy which was not
delivered in August 2010 as expected becau se the vessel was not in deliverable
condition.  Please explain to us, and disclo se in future filings, why you believe the
$35.8 million amount is recoverable as of  December 31, 2010.  As part of your
response and revised disclosure, please tell us why you do not believe that a reserve is
necessary in light of the pending litigation.  Al so, in light of the fact that the agreed
total price at delivery was $90 million, please tell us and revise your disclosure to
explain why you believe it is not probable that a loss contingency existed as of
December 31, 2010.  See guidance in ASC 450-50-25.

Note 9. Other Non-Current Assets, page F-15

14. We note that as of December 31, 2010 you ha ve $22 million capitalized as “working
capital, cooperative arrangements.”  With a view toward expanded note disclosure,
please explain to us the nature of th ese costs and why you believe they are
appropriately capitalized at December 31, 2010.  In this regard, we note your
disclosure that the amount includes the value of bunkers on board the vessels at the
time of delivery to Gemini Tankers LLC.  Please explain to us why you believe it is
appropriate to capitalize these amounts on the vessels that are bei ng transferred to the
cooperation.  Also, please explain to us the nature of the amounts characterized as initial funding of $.2 million per vessel.

Note 10. Share-Based Compensation

– 2004 Stock Incentive Plan, page F-16

15. We note your disclosure that in Augus t 2009 stock options were cancelled in
exchange for a payment equal to the differen ce between the strike price of the options
and the closing price of $30.70 per share for the Company’s shares on the NYSE and
the compensation of $7.23 per option result ed in a cash outlay of $2.3 million for the

Mr. Turid M. Sorensen Nordic American Tanker Shippping Limited
June 9, 2010 Page 6

Com
pany, which decreased APIC.  Please te ll us if all 320,000 options that were
cancelled had vested by the time of cancella tion in August 2009.  If not, please tell us
how you accounted for the unvested options in accordance with ASC 718-20-35-7.
 Note 14.  Accrued Liabilities, page F-19

16. We note that as of December 31, 2010 you have $949,000 of accrued drydock expenses for Nordic Harrier.  In light of  your disclosure in Note 1 that you account
for drydock costs under the deferral method, please explain to us why you have accrued drydocking costs at December 31, 2010.   In this regard, we are unclear if
you are using the accrue in advance met hod which is no longer considered in
accordance with GAAP.

17. We note from your disclosure in Note 14 that accrued expenses are approximately
43% and 40% of total current liab ilities as of December 31, 2010 and 2009,
respectively.   Please revise your note in fu ture filings to separately disclose all
amounts greater than 5% of to tal current liabilities.  See Rule 5-02.20 of Regulation
S-X.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Turid M. Sorensen Nordic American Tanker Shippping Limited June 9, 2010 Page 7

You may contact Claire Erla nger at (202) 551-3301 or Joe Foti at (202) 551-3816 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,

Linda Cvrkel Branch Chief
  Via Facsimile (441) 292-5962

April 29, 2009
Via U.S. Mail and Facsimile (441-292-5962)

Herbjorn Hansson Chairman, President, and Chief Executive Officer Nordic American Tanker Shipping Limited LOM Building, 27 Reid Street
Hamilton HM 11, Bermuda

 Re: Nordic American Tanker Shipping Limited
  Form 20-F for the Fiscal Year Ended December 31, 2007
  Filed May 9, 2008   File No. 1-13944   Response Letters Dated February 6, 2009 and March 30, 2009
Dear Mr. Hansson:

We refer you to our comment letters dated January 30, 2009 and February 19,
2009 regarding business contacts with Cuba, Iran, Sudan, and Syria.  We have completed
our review of this subject matter and ha ve no further comments at this time.
         S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Max Webb   Assistant Director  Division of Corporation Finance

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    March 30,
2009

      VIA EDGAR

                Cecilia D. Blye, Esq.

                Chief,
      Office of Global Security Risk

                United
      States Securities and Exchange Commission

                100
      F Street N.E.

                Washington,
      DC  20549-5546

                Re:

                Nordic American Tanker Shipping Limited

                Form
      20-F for the Fiscal Year Ended December 31, 2007

                Filed
      May 9, 2008

                File
      No. 1-13944

      Dear Ms. Blye:

      We
represent Nordic American Tanker Shipping Limited (the
“Company”).  By letter dated February 19, 2009, the Staff of the
Securities and Exchange Commission (the “Staff”) provided a further comment to
the Company’s Annual Report on Form 20-F for the Fiscal Year ended December 31,
2007 (the “Annual Report”).  The Company’s response, together with the
Staff’s request, is set forth below.

                1.

                We
      note your response to our prior comment 2.  Please provide us
      with information that explains how the fact that the port calls made to
      Sudan by your ships in 2007 and 2008 reflect only 5% of the total port
      calls made by all your ships correlates with, and supports, your
      conclusion that the revenues related to your contacts with Sudan are
      quantitatively immaterial.

      As
discussed in the Company’s response of February 6, 2009, the Company operates
eleven of its twelve trading vessels in cooperative spot market arrangements
with vessels owned by third parties. These arrangements are managed and operated
by the Swedish group, Stena Bulk AB and by Frontline Management Limited, both of
which are third party administrators. These administrators have the
responsibility for the commercial management of the participating vessels,
including marketing, chartering, operating and bunker (fuel oil) purchasing for
the vessels. As a result, the administrators, not the Company, choose the ports
of call for the vessels.

      Secondarily,
the earnings of all of the vessels in the pool are aggregated and divided
according to the relative performance capabilities of each vessel and the actual
earning days each vessel was available during the period, which means that the
Company does not receive revenues that are identified as having accrued from any
specific voyage, even if one of the Company’s vessels was involved in that
voyage.  As a result, the Company does not receive revenues identified
to the calls on Marsa Bashayer, other than its share of the revenues calculated
across the group of vessels managed by the administrator as a whole during the
period.

      Finally,
the Company does not pay expenses related to the calls on Marsa Bashayer,
including payments to Sudanese port authorities for docking and other services,
other than its share of the expenses calculated across the vessels in the pool
as a whole during the period.

      In
conclusion, as (i) the contractual counterparties for the Company’s vessels are
non-Sudanese pool operators, (ii) the Company does not direct the port calls of
these entities, (iii) the Company does not receive revenues identified to the
Sudanese port calls, and (iv) the Company does not pay expenses directly related
to the Sudanese port calls, the Company does not believe that it does business
with Sudan.

      Accordingly,
the Company believes that qualitatively and quantitatively the level of its
contacts with Sudan poses no material risk to its investors.

      *                              *                                *                                *

      The
Company understands that it is responsible for the adequacy and accuracy of the
disclosure in its filing; Staff comments or changes to disclosure to Staff
comments do not foreclose the Commission from taking any action with respect to
the filing; and the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

      Please
feel free to contact the undersigned at (212) 574-1223, or Charles Cotter of
this office at (212) 574-1440, with any questions or comments.

                  Very truly yours,

                  SEWARD
      & KISSEL LLP

                  /s/ Gary J. Wolfe

                  by:  Gary
      J. Wolfe

                  cc:

                  Max Webb, Esq.

                  Assistant
      Director

                  Division
      of Corporation Finance

                  Pradip
      Bhaumik, Esq.

                  Special
      Counsel

                  Division
      of Corporation Finance

                  Herbjørn
      Hansson

                  Chief
      Executive Officer

                  Nordic
      American Tanker Shipping Limited

February 19, 2009
Via U.S. Mail and Facsimile (441-292-5962)

Herbjorn Hansson Chairman, President, and Chief Executive Officer Nordic American Tanker Shipping Limited LOM Building, 27 Reid Street Hamilton HM 11, Bermuda

 Re: Nordic American Tanker Shipping Limited
  Form 20-F for the Fiscal Year Ended December 31, 2007
  Filed May 9, 2008   File No. 1-13944   Response Letter Dated February 6, 2009
Dear Mr. Hansson:

We have reviewed your response letter  dated February 6, 2009, and we have
the following comment.  We welcome any questions you may have about our comment
or on any other aspect of our review.  Feel free to call us at the telephone number listed
at the end of this letter.
 General

1. We note your response to our prior co mment 2.  Please provide us with
information that explains how the fact th at the port calls made to Sudan by your
ships in 2007 and 2008 reflect only 5% of the total port calls made by all of your
ships correlates with, and supports, your conclusion that the revenues related to
your contacts with Sudan are quantitatively immaterial.

* * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Pleas e submit your response letter on EDGAR.

Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-
3333 if you have any questions about the comment or our review.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk

Herbjorn Hansson
North American Tanker Shipping Limited February 19, 2009 Page 2   cc:  Max Webb   Assistant Director  Division of Corporation Finance

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                    February 6,
2009

    VIA EDGAR

              Cecilia D. Blye, Esq.

              Chief,
      Office of Global Security Risk

              United
      States Securities and Exchange Commission

              100
      F Street N.E.

              Washington,
      DC  20549-5546

              Re:

              Nordic American Tanker Shipping Limited

              Form
      20-F for the Fiscal Year Ended December 31, 2007

              Filed
      May 9, 2008

              File
      No. 1-13944

    Dear Ms. Blye:

    We represent Nordic American Tanker
Shipping Limited (the “Company”).  By letter dated January 30,
2009, the Staff of the Securities and Exchange Commission (the “Staff”) provided
comments to the Company’s Annual Report on Form 20-F for the Fiscal Year ended
December 31, 2007 (the “Annual Report”).  The Company’s responses,
together with the Staff’s requests, are set forth below.

              1.

              On
      page 6 of your Form 20-F you state that “from time to time, vessels in our
      fleet call on ports located in countries subject to sanctions and
      embargoes imposed by the U.S. government and countries identified by the
      U.S. government as state sponsors of terrorism.”  Cuba, Iran,
      Sudan, and Syria are identified by the U.S. State Department as state
      sponsors of terrorism and subject to U.S. economic sanctions and export
      controls.  Your Form 20-F, however, neither specifies the
      terrorist-sponsoring countries where vessels in your fleet make their
      calls, nor describes your business contacts related to those
      countries.

    Please
describe for us, in reasonable detail, your past, present and anticipated
contacts with Cuba, Iran, Sudan, and Syria, whether through direct or indirect
arrangements.  Your response should describe the shipments to, from,
or involving Cuba, Iran, Sudan, and Syria, and any agreements or arrangements
you may have, directly or indirectly, with the governments of the referenced
countries or entities controlled by those governments.  Finally, tell
us whether any vessels owned, operated, or chartered directly or indirectly by
you have contacts with the referenced countries (by either calling on their
ports or being leased by them) carry any U.S.-origin goods to those countries or
employ U.S. citizens.

    The
Company operates eleven of its twelve trading vessels in cooperative spot market
arrangements with vessels owned by third parties. These arrangements are managed
and operated by the Swedish group, Stena

          Cecilia D. Blye, Esq.

          February
6, 2008

          Page
2

    Bulk
AB and by Frontline Management Limited, both of which are third party
administrators. These administrators have the responsibility for the commercial
management of the participating vessels, including marketing, chartering,
operating and bunker (fuel oil) purchasing for the vessels. As a result, the
administrators, not the Company, choose the ports of call for the vessels. The
earnings of all of the vessels are aggregated and divided according to the
relative performance capabilities of each vessel and the actual earning days
each vessel was available during the period, which means that the Company does
not receive revenues that are identified as having accrued from any specific
voyage, even if one of the Company’s vessels was involved in such
voyage.

    None
of the Company’s vessels have called on ports within Cuba, Iran or Syria during
the years ended December 31, 2007 and December 31, 2008, nor is the Company
aware of any planned port calls within those states for this year. Four of the
Company’s vessels, the Nordic
Moon, the Nordic
Hunter, the Nordic
Apollo, and the Nordic
Saturn, called on Marsa Bashayer, Sudan during the years ended December
31, 2007 and December 31, 2008, in order to load oil cargoes. Specifically, the
Nordic Moon, the Nordic Hunter and the Nordic Apollo each called on
Marsa Bashayer once during the year ended December 31, 2007. The Nordic Apollo and the Nordic Saturn called on Marsa
Bashayer four times each during the year ended December 31, 2008. These vessels
do not employ U.S. citizens and did not carry U.S.-origin cargoes.

    These
are the sole contacts of the Company or its vessels with Cuba, Iran, Sudan or
Syria during the years ended December 31, 2007 and December 31, 2008. It is
important to note that while operating in these spot market cooperative
arrangements, the Company does not have any control over the ports of call in
which the Company’s vessels trade. As discussed above, the Company does not
receive revenues expressly earmarked to the calls on Marsa Bashayer, other than
its share of the revenues calculated across the group of vessels managed by the
administrator as a whole during the period. The Company has no plans at this
time for extending business contacts with Sudan or any Sudanese
company.

              2.

              Please
      discuss the materiality of any contacts with Cuba, Iran, Sudan, and Syria
      described in response to the foregoing comment, and whether those contacts
      constitute a material investment risk for your security
      holders.  You should address materiality in quantitative terms,
      including the approximate dollar amounts of any associate revenues,
      assets, and liabilities for the last three fiscal years. Also, address
      materiality in terms of qualitative factors that a reasonable investor
      would deem important in making an investment decision, including the
      potential impact of corporate activities upon a company's reputation and
      share value. As you may be aware, various state and municipal governments,
      universities, and other investors have proposed or adopted divestment or
      similar initiatives regarding investment in companies that do business
      with state sponsors of terrorism. Your materiality analysis should address
      the potential impact of the investor sentiment evidenced by such actions
      directed toward companies that have operations associated with Cuba, Iran,
      Sudan, or Syria.

          Cecilia D. Blye, Esq.

          February
6, 2008

          Page
3

    As
discussed above, the Company does not receive revenues identified to the calls
on Marsa Bashayer, other than its share of the revenues calculated across the
group of vessels managed by the administrator as a whole during the period. The
aggregate 11 calls on Marsa Bashayer by vessels owned by the Company during the
years ended December 31, 2007 and December 31, 2008, reflect only 5% of the
total port calls made by all of the Company’s vessels during that same period.
As a result, the Company
believes there is no materiality in quantitative terms in respect of revenues,
assets or liabilities.

    Qualitatively,
the Company believes its operation
of certain vessels in spot market cooperative arrangements with other
vessels that are not owned by it, pursuant to which the administrators made
decisions with respect to ports of call, is immaterial to its reputation and
share price because the calls of the Company’s vessels at a port in Sudan
were infrequent. In addition, the
Company has already disclosed to its investors that its vessels may call in
Sudan.

    Since the vessels discussed above are
operated pursuant to cooperative arrangements, the Company does not pay
expenses related to the calls on Marsa Bashayer, including payments to Sudanese port
authorities for docking and other services, other than its share of the
expenses calculated across the group as a whole during the period. Insofar as potential payments made by
the administrators of these vessels to Sudanese port authorities are concerned,
the Company has also concluded that these are qualitatively immaterial to
the Company’s reputation and share price.  The Company’s
considerations have included the following: (i) The Company has no advance
knowledge of what the administrator pays to Sudanese authorities, (ii) the
Company has no control over payments made by the administrator to Sudanese
authorities, (iii) the Company does not believe that either the Company or the
administrator is subject to U.S. regulations in operating its vessels pursuant
to charters where the charterer directs the vessels to Sudanese ports to load
Sudanese oil cargoes, and  (iv) the Company under the terms of the
cooperative arrangements has no right to refuse to take Sudanese oil
cargoes.  Therefore, the Company does not believe that payments by the
administrator of these cooperative arrangements to Sudanese port authorities
would have a material qualitative effect on its reputation or its share
price.

    The
Company notes the Staff’s comments that a number of states have taken a variety
of positions with respect to investments in companies that do business with
countries identified as state sponsors of terrorism.  The Staff states
that the Company’s materiality analysis should address the potential impact of
investor sentiment evidenced by such actions concerning companies with
operations associated with Sudan.

          Cecilia D. Blye, Esq.

          February
6, 2008

          Page
4

    The
Company does not believe that it should be characterized as doing business with
Sudan.  As set forth above, the aggregate 11 calls on Marsa Bashayer
by vessels owned by the Company during the years ended December 31, 2007 and
December 31, 2008, reflect only 5% of the total port calls made by all of the
Company’s vessels during that same period. The Company reiterates that it does
not control the ports of call of its vessels while under operation in the
cooperative arrangements discussed above.

    The
Company monitors OFAC and international asset control regulations and believes
that it is in compliance with all such regulations.

    Accordingly,
the Company believes that qualitatively the level of its contacts with Sudan
poses no material risk to its investors.

    *                              *                                *                                *

    The
Company understands that it is responsible for the adequacy and accuracy of the
disclosure in its filing; Staff comments or changes to disclosure to Staff
comments do not foreclose the Commission from taking any action with respect to
the filing; and the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Please
feel free to contact the undersigned at (212) 574-1223, or Charles Cotter of
this office at (212) 574-1440, with any questions or comments.

                  Very truly yours,

                  SEWARD
      & KISSEL LLP

                  /s/ Gary J. Wolfe

                  by:  Gary
      J. Wolfe

                  cc:

                  Max Webb, Esq.

                  Assistant
      Director

                  Division
      of Corporation Finance

                  Pradip
      Bhaumik, Esq.

                  Special
      Counsel

                  Division
      of Corporation Finance

                  Herbjørn
      Hansson

                  Chief
      Executive Officer

                  Nordic
      American Tanker Shipping Limited

    SK 01318 0002
962068

January 30, 2009
Via U.S. Mail and Facsimile (011-441-292-5962)

Herbjorn Hansson Chairman, President, and Chief Executive Officer Nordic American Tanker Shipping Limited LOM Building, 27 Reid Street Hamilton HM 11, Bermuda
 Re: Nordic American Tanker Shipping Limited
  Form 20-F for the Fiscal Year Ended December 31, 2007
  Filed May 9, 2008   File No. 1-13944
Dear Mr. Hansson:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as state sponsors of  terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as detail ed as necessary in your response.  After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

General

1. On page 6 of your Form 20-F you state that “from time to time, vessels in y(our)
fleet call on ports located in countries  subject to sanctions and embargoes
imposed by the U.S. government and countries identified by the U.S. government as state sponsors of terrorism.”   Cuba, Iran, Sudan, and Syria are identified by the
U.S. State Department as state sponsors of  terrorism and subject to U.S. economic
sanctions and export controls. Your Form  20-F, however, neith er specifies the
terrorist-sponsoring countries where vessels  in your fleet ma ke their calls, nor
describes your business contacts related to those countries.
Please describe for us, in reasonable de tail, your past, present and anticipated
contacts with Cuba, Iran, Sudan, and Syri a, whether through direct or indirect
arrangements.  Your response should de scribe the shipments to, from, or

Herbjorn Hansson
Nordic American Tanker Shipping Limited
January 30, 2009 Page 2
involving Cuba, Iran, Sudan, and Syria, a nd any agreements or arrangements you
may have, directly or indirectly, with th e governments of the referenced countries
or entities controlled by those governments.   Finally, tell us whether any vessels
owned, operated, or chartered directly or indirectly by you that have contacts with
the referenced countries (by either calling on their ports or being leased by them)
carry any U.S.-origin goods to those c ountries or employ U. S. citizens.
2. Please discuss the materiality of any cont acts with Cuba, Iran, Sudan, and Syria
described in response to the foregoing  comment, and whether those contacts
constitute a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the approximate dollar
amounts of any associated reve nues, assets, and liabilities for the last three fiscal
years.  Also, address materiality in term s of qualitative factors that a reasonable
investor would deem important in maki ng an investment decision, including the
potential impact of corporate activit ies upon a company’s reputation and share
value.  As you may be aware, vari ous state and munici pal governments,
universities, and other inve stors have proposed or adopted divestment or similar
initiatives regarding investment in comp anies that do business with state sponsors
of terrorism.  Your material ity analysis should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Iran, Sudan, or Syria.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding

Herbjorn Hansson
Nordic American Tanker Shipping Limited January 30, 2009 Page 3
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
  Please understand that we may have addi tional comments after we review your
response to our comments.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202)
551-3333 if you have any questions about the comments or our review.  You may also contact me at (202) 551-3470.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Max Webb
  Assistant Director
 Division of Corporation Finance

Mail Stop 3561
        October 23, 2007

Via Fax & U.S. Mail

Mr. Herbjorn Hansson
Chairman and Chief Executive Officer
Nordic American Tanker Shipping Limited
LOM Building
27 Reid Street
Hamilton, HM 11
Bermuda

Re: Nordic America Tanker Shipping, Ltd.
 Form 20-F for the year ended December 31, 2006
Filed June 29, 2007
 File No. 1-13944

Dear Mr. Hansson:

We have completed our review of your Form 20-F noted above and do  not, at this time,
have any further comments.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

    d812558_corresp.htm

              September
                21, 2007

    United
      States

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100F
      Street, N.E

    Washington,
      D.C. 20549

    Attention:   Linda
      Cvrkel

    Re:  Nordic
      American Tanker Shipping Ltd.

    Form
      20-F for the year ended December
      31, 2006

    Filed
      June 29,
      2007

    File
      No. 1-13944

    Dear
      Ms.
      Cvrkel:

    We
      represent Nordic American Tanker Shipping Limited (the “Company”).  By
      letter dated August 9, 2007, the Staff of the Securities and Exchange Commission
      (the “Staff”) provided comments to the Company’s Annual Report on Form 20-F for
      the fiscal year ended December 31, 2006. The Company responded to the Staff's
      comments by letter dated August 23, 2007. The Staff provided further
      comments to the Company by letter dated September 7, 2007.

    The
      Company’s responses, together with the Staff’s comments, are set forth
      below.

              1.

              We
                note your response to prior comment #2.  Although we do not
                believe any adjustment is warranted for the current period based
                on the
                immaterial amounts involved and your SAB analysis, we believe that
                your
                accounting policy should be revised prospectively to comply with
                the
                guidance in EITF 91-9.  Alternatively, if you choose not to
                revise your accounting policy to comply with the guidance in EITF
                91-9, we
                would expect all future filings to include disclosure indicating
                that your
                policy for expense recognition does not comply with the guidance
                in EITF
                91-9 but the impact of this departure from generally accepted accounting
                principles was not material to any of the annual or quarterly periods
                presented in your financial statements.  We would expect this
                disclosure to be provided in the notes to your financial statements
                in all
                future annual and quarterly filings, as
                applicable.

    The
      Company advises the Staff that it undertakes to revise its accounting policy
      to
      comply with the guidance in EITF 91-9 or, in the alternative, to disclose in
      the
      notes to its financial statements included in the Company’s annual reports and
      reports filed under cover of Form 6-K that the Company’s policy for expense
      recognition does not comply with the guidance in EITF 91-9 but the impact of
      this departure from generally accepted accounting principles was not material
      to
      any of the annual or quarterly periods presented in the Company’s financial
      statements.

    The
      Company understands that it is responsible for the adequacy and accuracy of
      the
      disclosure in its filing; Staff comments or changes to disclosure to Staff
      comments do not foreclose the Commission from taking any action with respect
      to
      the filing; and the Company may not assert Staff comments as a defense in any
      proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

    Please
      feel free to contact the undersigned at (212) 574-1223, or Christine Westbrook
      of this office at (212) 574-1371, with any questions or comments.

              Very
                truly yours,

              SEWARD
                & KISSEL LLP

              /s/
                Seward & Kissel LLP

              By:  Gary
                J. Wolfe

              cc:

              Herbjørn
                Hannson

              Chief
                Executive Officer

              Nordic
                American Tanker Shipping Limited

              Ingebret
                Hisdal

              Partner,
                Deloitte AS

    SK
      01318 0002
      812558

Mail Stop 3561
        August 9, 2007

Via Fax & U.S. Mail

Mr. Herbjorn Hansson
Chairman and Chief Executive Officer
Nordic American Tanker Shipping Limited
LOM Building
27 Reid Street
Hamilton, HM 11
Bermuda

Re: Nordic America Tanker Shipping, Ltd.
 Form 10-K for the year ended December 31, 2006
Filed June 29, 2007
 File No. 1-13944

Dear Mr. Hansson:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should re vise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewi ng this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropria te, advise the staff of  your reason.  Your
response should be submitted in electronic fo rm, under the label “corresp” with a copy to

Mr. Herbjorn Hansson
Nordic American Tanker Shipping Limited
August 9, 2007 Page 2

the staff.  Please respond w ithin ten (10) business days.

Statements of Shareholders’ Equity
1. We note from the disclosures in the Co mpany’s statements of shareholders’
equity for 2004 and 2005 that the Comp any recognized compensation expense of
$9.2 million and $3.6 million during 2004 and 2005 in connection with the
issuance of restricted shares. We also not e from the disclosure provided in Note 2
that this expense related to shares i ssued to the Manager, Scandia American
Shipping Ltd. Please tell us and explain in notes to your  financial statements how
you calculated or determined the amount of expense recognized in connection
with the issuance of restricted shares to the Manager during all periods presented in the Company’s financial statements. Please note that Note 7 to the Company’s financial statements currently only disc loses the amount of expense recognized
during fiscal 2006.

Business and Summary of Si gnificant Accounting Policies
2. In your revenue recognition policy, you state that voyage revenues and voyage expenses are recognized on a pro rata ba sis based on the relative transit time in
each period.  This policy is appropriate under the guidance of EITF 91-9 for revenues, but not for expenses.  Please note that pursuant to the guidance in EITF
91-9, voyage expenses should be expensed  as incurred.  Please revise your
financial statements to recognize voyage e xpenses as incurred or explain in detail
why you do not believe this is required.

Note 7. Share-Based Compensation
3. We note from the disclosure provided in No te 7 that compensation cost related to
stock options and restricted shares issued  to employees is based on the fair value
of the stock options or restri cted shares at the grant date while the expense related
to stock options and restricted shares issued to non-employees is measured at fair value at the balance sheet date. Please tell us and explain in the notes to your
financial statements why you are recogni zing the expense associated with non-

Mr. Herbjorn Hansson
Nordic American Tanker Shipping Limited
August 9, 2007 Page 3

employee stock-options and restricted shares  as of each balance sheet date rather
than on the basis of the fair value of options or restricted shares at the date of
grant. As part of your response, please explain why you believe the treatment used is appropriate and in accordance w ith the guidance in SFAS No.123R, EITF
96-18 or other relevant technical accoun ting literature. We may have further
comment upon receipt of your response.
4. Also, please revise Note 7 to disclose the activity with regards to your stock
options during each period presented in your financial statements. Refer to the disclosure requirements outlined in pa ragraph 47 of SFAS No.123 and A240 of
SFAS No.123R. Also, please ensu re that your financial statements include all of
the disclosures required by paragraph A 240 of SFAS No. 123R, as applicable.

Other
5. We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information
required under the Securitie s Exchange Act of 1934 and that they have provided
all information investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible  for the accuracy and adequacy of the
disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and

‚ the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.

Mr. Herbjorn Hansson
Nordic American Tanker Shipping Limited
August 9, 2007 Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Effie Simpson at (202) 551-3346 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

VIA FACSIMILE:  Mr. Gary Wolfe
         (212) 480-8421

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                [S&K LETTERHEAD]

                                                                 August 23, 2007

United States
Securities and Exchange Commission
Division of Corporation Finance
100F Street, N.E
Washington, D.C. 20549

Attention:     Linda Cvrkel

Re:    Nordic American Tanker Shipping Ltd.
       Form 20-F for the year ended December 31, 2006
       Filed June 29, 2007
       File No. 1-13944

Dear Ms. Cvrkel,

We represent Nordic American Tanker Shipping Limited (the "Company").  By letter
dated August 9, 2007, the Staff of the Securities and Exchange  Commission  (the
"Staff")  provided  comments to the Company's Annual Report on Form 20-F for the
fiscal year ended December 31, 2006.

The  Company's  responses,  together  with the Staff's  comments,  are set forth
below.

1.  Statements of Shareholders' Equity

We note from the disclosures in the Company's statements of shareholders' equity
for 2004 and 2005  that the  Company  recognized  compensation  expense  of $9.2
million and $3.6 million during 2004 and 2005 in connection with the issuance of
restricted shares. We also note from the disclosure provided in Note 2 that this
expense related to shares issued to the Manager,  Scandic American Shipping Ltd.
Please  tell us and  explain  in  notes  to your  financial  statements  how you
calculated or determined the amount of expense recognized in connection with the
issuance of restricted shares to the Manager during all periods presented in the
Company's  financial  statements.  Please  note  that  Note 7 to  the  Company's
financial  statements  currently only disclose the amount of expense  recognized
during fiscal 2006.

As the Staff has pointed out, the Company  issued  restricted  shares to Scandic
American Shipping Ltd. ("Scandic") under the Management Agreement dated June 30,
2004, as amended.  Restricted  shares were issued during each of the  respective
years ended December 31, 2004,  2005 and 2006.  The restricted  shares issued to
Scandic, a non-employee, are fully vested on the grant date and are not attached
to future performance under the Management Agreement.  The Company accounted for
these shares in accordance  with EITF Issue No. 00-18,  "Accounting  for Certain
Transactions  Involving  Equity  Instruments  Granted to Other Than  Employees",
which states that the measurement date for an award that is  nonforfeitable  and
that  vests  immediately  should be the date the award is  issued,  even  though
services have not yet been performed.  Accordingly the compensation  expense for
each of the  respective  issuances  was  measured  at fair value on the date the
award was issued, or the grant date, and expensed immediately as performance was
deemed to be complete. The fair value was determined using the stated par value,
the number of shares  issued,  and the average fair value,  or  Company's  stock
price on the date of grant.

Note 7 to the  Company's  financial  statements  specifically  disclosed the par
value,  number  of  shares  issued,  average  stock  price,  and the  applicable
compensation  expense for the year ended December 31, 2006. The Company  advises
the Staff that Note 12 to the Company's financial  statements  discloses that in
the year ended  December  31,  2006 the Company  had two public  offerings.  The
number of shares  issued and the average stock price as disclosed in Note 7, are
the total shares issued related to both offerings and the average stock price is
the weighted  average of the stock price at the two grant  dates,  respectively.
The Company acknowledges that this information has not been explicitly disclosed
for the years  ended  December  31,  2004 and 2005,  respectively.  The  Company
undertakes  to  include  this  information  within  the body of the Form 20-F in
future filings.

The  Company  supplementally  advises  the  Staff  that the  amount  of  expense
recognized  during fiscal 2004 and 2005, as well as 2006, is disclosed in Note 5
to the Company's financials statements.  The Company further advises that Note 2
to the Company's  financial  statements  discloses the expense recognized during
fiscal year 2004,  2005 and 2006, as well as the  classification  as general and
administrative   expense.   The  Company   recognizes  the  usefulness  of  this
information and undertakes to improve with more centralized disclosure in future
filings.

2.  Business and Summary of Significant Accounting Policies

In your revenue  recognition  policy,  you state that voyage revenues and voyage
expenses are  recognized on a pro rata basis based on the relative  transit time
in each period.  This policy is appropriate  under the guidance of EITF 91-9 for
revenues,  but not for  expenses.  Please note that  pursuant to the guidance in
EITF 91-9,  voyage expenses  should be expensed as incurred.  Please revise your
financial  statements  to  recognize  voyage  expenses as incurred or explain in
detail why you do not believe this is required.

The Company  respectfully  advises the Staff that all revenues and expenses from
voyage charters are recognized on a percentage of completion method. The Company
utilizes a discharge-to-discharge  basis in determining percentage of completion
for all spot voyages,  whereby it recognizes  revenue rateably from when product
is discharged (unloaded) at the end of one voyage to when it is discharged after
the next voyage.

Voyage expenses are all expenses unique to a particular voyage, including bunker
fuel expenses,  port expenses,  canal tolls,  agency fees and  commissions.  The
bunker fuel expenses and commissions are incurred evenly for the duration of the
voyage. Port expenses, canal tolls and agency fees are incurred at the load port
and at the discharge port. The impact of recognizing  voyage  expenses  rateably
over the length of each voyage is not  materially  different on a quarterly  and
annual basis from recognizing such costs as incurred.

The Company  performed an analysis and concluded  that it has recorded an excess
of  approximately  $30,000  and  $105,000  in port  expenses  for the year ended
December  31, 2006 and 2005,  respectively,  as compared to the method set forth
under EITF 91-9. The Company  advises the Staff that there was no impact for the
year ended  December  31,  2004.  The  vessels  owned by us during 2004 were all
employed  under bare boat or long term  charters,  for which the Company was not
responsible for voyage expenses.

The Company  performed a SAB 99 analysis and  concluded  that the impact of this
excess  expense  on its  financial  statements  as of and  for the  years  ended
December  31,  2006 and 2005,  in the  light of  surrounding  circumstances  and
considering both quantitative and qualitative factors, is immaterial. The impact
of the  potential  misstatement  to the  financial  statements as of and for the
years ended December 31, 2006 and 2005 are less than 0.04% and 0.2% respectively
of net profit and shareholders' equity. As stated above, there was no impact for
the year ended December 31, 2004.

In  response  to  this  comment,  the  Company  will  continue  to  monitor  the
materiality and impact of its applied policy as compared to the method set forth
under EITF 91-9. Furthermore, the Company undertakes to expand its disclosure in
future filings.

3.  Note 7. Share-Based Compensation

We note from the disclosure provided in Note 7 that compensation cost related to
stock  options and  restricted  shares  issued to employees is based on the fair
value of the stock  options  or  restricted  shares at the grant  date while the
expense related to stock options and restricted  shares issued to  non-employees
is measured at fair value at the balance sheet date.  Please tell us and explain
in the notes to your financial  statements why you are  recognizing  the expense
associated  with non- employee  stock-options  and restricted  shares as of each
balance  sheet  date  rather  than on the basis of the fair  value of options or
restricted shares at the date of grant. As part of your response, please explain
why you believe the treatment  used is  appropriate  and in accordance  with the
guidance in SFAS  No.123R,  EITF 96-18 or other  relevant  technical  accounting
literature. We may have further comment upon receipt of your response.

The Company measures compensation expense for its non-employee stock options and
non-employee  restricted shares, granted under the 2004 Stock Incentive Plan, in
accordance with EITF Issue No. 96-18,  "Accounting for Equity  Instruments  that
are  Issued to Other  Than  Employees  for  Acquiring,  or in  Conjunction  with
Selling, Goods or Services".  The restricted shares granted under the 2004 Stock
Incentive  Plan does not include the  non-employee  restricted  shares issued to
Scandic American, which were measured at the grant date and further discussed in
the Company's  response to Comment #1 above. The fair value of the option issued
is used to measure the  transaction,  as it is more reliable than the fair value
of the  services  received.  The fair  value  is  measured  at the  value of the
Company's  common stock on the date that the commitment  for  performance by the
counterparty has been reached or the counterparty's performance is complete. The
counterparty's  performance  had  not  yet  been  completed,  and a  performance
commitment  has not yet been  achieved  (as  there is not a  sufficiently  large
incentive for non-performance by the non-employee),  and therefore a measurement
date has not yet  occurred  as defined by Issue 1 of EITF  96-18.  As such,  the
options should be accounted for as variable under Issue 3 of EITF 96-18.

Issue 3 of EITF 96-18 states in part:

     "The Task  Force  reached a  consensus  that when it is  appropriate  under
     generally  accepted  accounting  principles for the issuer to recognize any
     cost of the transaction  during  financial  reporting  periods prior to the
     measurement date, for purposes of recognition of costs during those periods
     the equity instruments should be measured at their then-current fair values
     at each of those interim financial  reporting dates.  Changes in those fair
     values  between  those  interim  reporting  dates should be  attributed  in
     accordance with the methods illustrated in Interpretation 28."

In response  to the  Staff's  comment,  the  Company  undertakes  to enhance the
disclosure in the notes to the financial statements on a prospective basis.

4.  Note 7

Also,  please  revise Note 7 to disclose the activity with regards to your stock
options during each period presented in your financial statements.  Refer to the
disclosure requirements outlined in paragraph 47 of SFAS No.123 and A240 of SFAS
No.123R.  Also, please ensure that your financial  statements include all of the
disclosures required by paragraph A240 of SFAS No. 123R, as applicable.

The  Company   respectively   advises  that  Staff  that   certain   disclosures
requirements  as outlined in paragraph  A240 SFAS No. 123R were not set forth in
Note 7 to the Company's financial  statements as they were not applicable to the
Company.  Specifically,  there were no employee or non-employee  options granted
during  2004,  and  therefore  a  description  of  the  method  and  significant
assumptions  utilized to estimate fair value,  the  weighted-average  grant date
fair  value of  options  granted  during  the year  and the  cash  flow  effects
resulting from share-based payment arrangements were not required. Additionally,
taxes are not imposed on the Company and  therefore a disclosure  regarding  the
total  recognized  tax  benefit for each year for which an income  statement  is
presented is deemed  unnecessary.  Further,  there have been no exercise nor any
payments  related to the options in 2005 and 2006, and therefore no related cash
flow  effects.  The Company  supplementally  advises the Staff that the non-cash
effect of the share based  compensation  expense is separately  disclosed in the
Statement of Cash Flows. Lastly, there has been no significant  modification for
any of the years for which an income statement is presented.

For all remaining  disclosures,  the Company undertakes to revise future filings
to include all of the disclosures for all of the periods required by A240 - A242
of SFAS 123(R),  including,  without limitation,  (i) the weighted-average grant
date fair value of options  granted  during the year ended December 31, 2005 and
(ii) the total fair value of shares  vested  during the year 2006.  The  Company
advises the Staff that it believes that the information is implicitly  disclosed
as the weighted  average fair value and total number of shares vested during the
year is  included in Note 7;  however,  the  Company  undertakes  to enhance the
disclosure in response to this comment.

5.  Other

The Company  understands that it is responsible for the adequacy and accuracy of
the  disclosure in its filing;  Staff comments or changes to disclosure to Staff
comments do not foreclose the Commission  from taking any action with respect to
the filing;  and the Company may not assert  Staff  comments as a defense in any
proceeding  initiated  by  the  Commission  or  any  person  under  the  federal
securities laws of the United States.

Please feel free to contact the  undersigned  at (212)  574-1223,  or  Christine
Westbrook of this office at (212) 574-1371, with any questions or comments.

                                                  Very truly yours,

                                                  SEWARD & KISSEL LLP

                                                  /s/ Seward & Kissel LLP
                                                  -----------------------

                                                  By:  Gary J. Wolfe
cc: Herbjorn Hannson
    Chief Executive Officer
    Nordic American Tanker Shipping Limited

    Ingebret Hisdal
    Partner, Deloitte AS

SK 01318 0002 805148
</TEXT>
</DOCUMENT>