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UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K/AAmendment
    No. 1
 þ
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 For the transition period
    from          
    to
 Commission
    file number:
    000-51127NATIONAL ATLANTIC HOLDINGS
    CORPORATION (Exact
    name of Registrant as specified in its charter)
 New Jersey

22-3316586(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)   4 Paragon
    Way
    Freehold, NJ 07728(732) 665-1100
 (Address, including zip code,
    of
    Registrants principal executive offices)
  Registrants
    telephone number, including area code:(732) 665-1100
  Securities
    registered pursuant to Section 12(b) of the Act:
  Title of Class


Name of Each Exchange on Which RegisteredCommon Stock, no par value per
    share


The Nasdaq Stock Market LLC   Securities
    Registered pursuant to Section 12(g) of the Act:
    None
  Indicate by check mark if the
    registrant is a well-known seasoned issuer, as defined in
    Rule 405 of the Securities Act. Yes
    o No
    þ
   Indicate by check mark if the
    registrant is not required to file reports pursuant to
    Section 13 or Section 15(d) of the Act. Yes
    o No
    þ
   Indicate by check mark whether the
    registrant (1) has filed all reports required to be filed
    by Section 13 or 15(d) of the Securities Exchange Act of
    1934 during the preceding 12 months (or for such shorter
    period that the registrant was required to file such reports),
    and (2) has been subject to such filing requirements for
    the past 90 days. Yes þ
    No o
   Indicate by check mark if
    disclosure of delinquent filers pursuant to Item 405 of
    Regulation S-K
    is not contained herein, and will not be contained, to the best
    of registrants knowledge, in definitive proxy or
    information statements incorporated by reference in
    Part III of this
    Form 10-K
    or any amendment to this
    Form 10-K.
    o
   Indicate by check mark whether the
    registrant is a large accelerated filer, an accelerated filer,
    or an non-accelerated filer.
  Large accelerated filer
    o Accelerated filer
    þ Non-accelerated filer
    o
   Indicate by check mark whether the
    registrant is a shell company (as defined in Exchange Act
    Rule 12b-2).
    Yes o No
    þ
   The aggregate market value of
    common shares held by non-affiliates of the registrant as of
    June 30, 2006, the last business day of our most recently
    completed fiscal quarter, was $69,606,004 based on the closing
    sale price of $9.40 per common share on the The Nasdaq Stock
    Market LLC on that date. For purposes of this computation only,
    all officers, directors, and 10% beneficial owners of the
    registrant are deemed to be affiliates.
   As of March 14, 2007, there
    were outstanding 11,111,123 common shares, no par value per
    share, of the registrant.
  DOCUMENTS
    INCORPORATED BY REFERENCE
   Portions of the registrants
    definitive proxy statement for the 2007 Annual General Meeting
    of Shareholders are incorporated by reference into Part III
    of this report.




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EXPLANATORY
    NOTE
   Form 10-K
  
    designed such internal control over financial reporting, or
    caused such internal control over financial reporting to be
    designed under our supervision, to provide reasonable assurance
    regarding the reliability of financial reporting and the
    preparation of financial statements for external purposes in
    accordance with generally accepted accounting principles.




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SIGNATURES
   Form 10-K/A
     
  Name:
    James V. Gorman Title:
    Chairman of the Board of Directors
     and Chief Executive Officer  
  Name:
    Frank J. Prudente Title:
    Executive Vice President, Treasurer   Dated:
    March 30, 2007