EXHIBIT 9.5

                                 AMENDMENT NO. 3
                            TO VOTING TRUST AGREEMENT


           AMENDMENT NO. 3 ("Amendment") dated as of July 6, 2000, to the Voting
Trust  Agreement  dated as of December 17, 1997 (the  "Agreement")  by and among
Thomas F. Helms,  Jr.  ("Helms")  and David  Brunson,  as voting  trustees  (the
"Voting Trustees" or,  individually,  a "Voting Trustee"),  and Helms Management
Corp., a Kentucky  corporation and a stockholder  (the  "Stockholder")  of North
Atlantic Trading Company, Inc. a Delaware corporation (the "Company"). Except as
otherwise specified herein,  capitalized terms used and not defined herein shall
have the same meaning set forth in the Agreement.



                              STATEMENT OF PURPOSE

           WHEREAS,   the  Stockholder  has  deposited  into  the  voting  trust
established  by the  Agreement  (the "Voting  Trust")  246,300  shares of common
stock, par value $.01 per share, of the Company ("Common  Stock"),  which shares
have been  transferred  on the books of the Company into the names of the Voting
Trustees, as Voting Trustees under the Agreement; and

           WHEREAS, the Stockholder has been issued Voting Trust Certificate No.
3 for the number of shares  deposited  into the Voting Trust and  transferred to
the Voting Trustees; and

           WHEREAS,  the Stockholder  wishes to transfer 27,500 shares of Common
Stock  held in the  Voting  Trust to the  Stockholder,  and  each of the  Voting
Trustees is willing to effect such transfer; and

           WHEREAS,  the  Stockholder and the Voting Trustees wish to enter into
this Amendment to effect the transfer  contemplated by the immediately preceding
recital;

           NOW  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants and promises hereinafter contained,  the parties hereto,  intending to
be legally bound, hereby agree as follows:

           1. Notwithstanding anything to the contrary contained in Article 2 of
the  Agreement,  concurrently  with the  execution  of this  Amendment,  (i) the
Stockholder  shall deliver Voting  Certificate  No. 3 to the Voting Trustees for
cancellation, (ii) the Voting Trustees shall record such cancellation, (iii) the
Voting  Trustees  shall  issue  and  deliver  to the  Stockholder  Voting  Trust
Certificate  No. 4 for 218,800 shares in the name of the  Stockholder,  and (iv)
the Voting  Trustees shall transfer 27,500 shares of Common Stock from the names
of the Voting Trustees,  as Voting Trustees under the Agreement,  to the name of
the  Stockholder,  and  shall  cause a stock  certificate  to be  issued  in the
Stockholder's name for such shares.




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           2. Except for the 27,500 shares of Common Stock to be  transferred to
the Stockholder as contemplated hereby, 5,000 shares of Common Stock transferred
to the  Stockholder in accordance  with  Amendment No. 2 to the Agreement  dated
September  22,  1999 and  25,000  shares  of  Common  Stock  transferred  to the
Stockholder in accordance with Amendment No. 1 to the Agreement dated August 18,
1999, the Stockholder  shall deliver to the Voting Trustees any additional stock
certificates  representing  Shares of the Company acquired by the Stockholder at
any time  after its  execution  of the  Agreement,  and shall duly  assign  said
certificates  to the Voting  Trustees.  The Voting Trustees shall cause all such
Shares to be transferred on the books of the Company into the name of the Voting
Trustees,  as Voting Trustees  hereunder,  and the Voting Trustee shall issue to
the Stockholder a Voting Trust Certificate for the number of Shares  transferred
by the Stockholder to the Voting Trustees.

           3. Except as amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.

           4. This amendment may be signed in one or more counterparts.

           IN WITNESS  WHEREOF,  the parties  hereto have  hereunto  signed this
Amendment as of the date first above written.

                                        TRUSTEES:



                                        By:  /s/ Thomas F. Helms, Jr.
                                             -----------------------------------
                                             Name: Thomas F. Helms, Jr.



                                        By:    /s/ David I. Brunson
                                              ----------------------------------
                                              Name:  David I. Brunson


                                        STOCKHOLDER:

                                        HELMS MANAGEMENT CORP.,
                                             a Kentucky corporation



                                        By: /s/ Thomas F. Helms, Jr.
                                            ------------------------------------
                                            Name:  Thomas F. Helms, Jr.
                                            Title: President





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