FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of March 2006 NORDIC AMERICAN TANKER SHIPPING LIMITED (Translation of registrant's name into English) Reid House 31 Church Street Hamilton HM FX Bermuda (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [_] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [_] No [X] INFORMATION CONTAINED IN THIS FORM 6-K REPORT Attached hereto is a copy of the press release issued by Nordic American Tanker Shipping Limited (the "Company") on March 22, 2006, announcing the exercise of an over-allotment option by underwriters of the Company's follow-on offering completed March 14, 2006. Nordic American Tanker Shipping Ltd. - (NYSE: NAT) Announces Exercise of Over-Allotment Option Hamilton, Bermuda, March 22, 2006 Nordic American Tanker Shipping Ltd. (the Company) today announced that the underwriters of its follow-on offering of 3,750,000 common shares, completed on March 14, 2006, exercised an over-allotment option granted to the underwriters by the Company. The Company will sell an additional 547,500 common shares as a result of the over-allotment exercise. The common shares are being offered pursuant to the Company's effective shelf registration statement. Bear, Stearns & Co. Inc. and UBS Investment Bank are acting as joint bookrunning managers and DnB NOR Markets, Inc. is acting as a co-manager. About the Company The Company is an international tanker company that owns eight modern double-hull Suezmax tankers of which seven are on spot charters or spot market related charters. The Company expects to take delivery of the additional Suezmax tanker that it has agreed to purchase in early April 2006. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the tanker market, as a result of changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hire, failure on the part of a seller to complete a sale to us and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, including the prospectus and related prospectus supplement, our Annual Report on Form 20-F, and our reports on Form 6-K. Contacts: Scandic American Shipping Ltd Manager for: Nordic American Tanker Shipping Ltd. P.O Box 56, 3201 Sandefjord, Norway Tel: + 47 33 42 73 00 E-mail: nat@scandicamerican.com Web-site: www.nat.bm Rolf Amundsen, Investor Relations Nordic American Tanker Shipping Ltd. Tel: +1 800 601 9079 or + 47 908 26 906 Gary Wolfe Seward & Kissel LLP, New York, USA Tel: +1 212 574 1223 Herbjorn Hansson, Chairman & CEO Nordic American Tanker Shipping Ltd. Tel: +1 866 805 9504 or + 47 901 46 291 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORDIC AMERICAN TANKER SHIPPING LIMITED (registrant) Dated: March 23, 2006 By: /s/ Herbjorn Hansson ----------------- Chairman, Chief Executive Officer and President SK 01318 0002 654656