Exhibit
4.5





NORDIC
AMERICAN TANKER SHIPPING LIMITED


AMENDMENT


TO


2004
STOCK INCENTIVE PLAN








1.)  Section
1.4





The first
sentence of Section 1.4 is hereby deleted in its entirety and replaced with the
following text:





Awards
may be made under the Plan in the form of (a) incentive stock options,
(b) non-qualified stock options, (c) stock appreciation rights,
(d) dividend equivalent rights, (e) restricted stock,
(f) unrestricted stock, (g) restricted stock units,
(h) performance shares and (i) phantom stock units.




2.)  Section
1.5(d)





The
proviso at the end of Section 1.5(d) is hereby revised to read as
follows:





“provided
that any dividends paid on such shares are also forfeited pursuant to such
Section 2.7(e); and any shares in respect of which a stock appreciation
right, performance share award or phantom stock unit is settled for
cash.”





Section
2.7(e)





The last
sentence of Section 2.7(e) shall be deleted and replaced in its entirety as
follows:





The
Administrator, in its sole discretion, may require that all dividends paid on
such shares also be forfeited, whether by termination of any escrow arrangement
under which such dividends are held, by the Grantee's repayment of dividends he
received directly, or otherwise.





3.)  Section
2.10.





A new
Section 2.10 is hereby added to the Plan to read as follows:





2.10  Grant
of Phantom Stock Units




(a)  Phantom Stock Unit
Grants.  The Administrator may grant phantom stock units to such key
persons, in such amounts, and subject to such vesting and forfeiture provisions
and other terms and conditions, as the Administrator shall determine in its sole
discretion, subject to the provisions of the Plan.  Each phantom stock
unit shall represent a notional share of Common Stock.  No grantee of
a phantom stock unit shall have any rights of stockholder of the Company with
respect to such award unless and until the award in canceled in exchange for
shares of Common Stock.  Holders of phantom stock units shall not
(i) be entitled to any voting rights with respect to any phantom stock
units and (ii) be entitled, by reason of holding any phantom stock unit, to
any distributions payable to shareholders of Common Stock; provided, however, that the
Administrator, in its sole discretion, may provide that the phantom stock unit
shall be entitled to receive dividend equivalent rights, on such terms and
conditions as the Administrator shall determine in its sole
discretion.  The Administrator may, in its sole discretion, determine
that the phantom stock unit may be canceled on such terms and conditions as set
forth in the applicable Award Agreement, including (1) for no payment,
(2) in exchange for a cash payment or (3) in exchange for shares of
Common Stock.




(b)  Other
Provisions.  Phantom stock units may be made independently of or in
connection with any other award under the Plan.  A grantee of a
phantom stock unit award shall have no rights with respect to such award unless
such grantee accepts the award with such period as the Administrator shall
specify by accepting delivery of a phantom stock unit agreement in such form as
the Administrator shall determine and, in the event the phantom stock unit is
canceled in exchange for shares of Common Stock newly issued by the Company, the
grantee of the phantom stock unit makes payment to the Company or its exchange
agent by certified or official bank check (or the equivalent thereof acceptable
to the Company) in an amount at least equal to the par value of the shares
covered by the award.




(c)  Nontransferability.  Phantom
stock units may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as otherwise specifically provided in this Plan
or the applicable phantom stock unit agreement.




4.)  Section
3.7(h)





A new
Section 3.7(h) is hereby added to the Plan to read as follows:




(h)  Outstanding Phantom
Stock Units.  The Administrator may equitably adjust (including,
without limitation, by payment of cash) the terms of any outstanding phantom
stock unit (including, without limitation, the number of notional shares of
Common Stock covered by the award and/or the type of notional property covered
by the award), in such manner as it, in its sole discretion, deems appropriate
to preserve the benefits or potential benefits intended to be made available to
the grantee of such outstanding phantom stock unit, for any unusual or
nonrecurring event, including any stock split, reverse stock split, stock
dividend, spin-off, split-up, recapitalization, extraordinary dividend or other
extraordinary distribution, repurchase, exchange or reclassification of shares
or other securities of the Company, reorganization, merger, consolidation,
combination, liquidation, dissolution, sale of substantially all the assets of
the Company, or other similar corporate change.








SK 01318 0002
881678