EXHIBIT 9.4

                                 AMENDMENT NO. 2
                            TO VOTING TRUST AGREEMENT


           AMENDMENT NO. 2 ("Amendment") dated as of September 22, 1999, 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") 251,300 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.
2 for the number of shares deposited into the Voting Trust and transferred to
the Voting Trustees; and

           WHEREAS, the Stockholder wishes to transfer 5,000 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. 2 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. 3 for 246,300 shares in the name of the Stockholder, and (iv)
the Voting Trustees shall transfer 5,000 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 5,000 shares of Common Stock to be transferred to
the Stockholder as contemplated hereby 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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