National Interstate Corp/Alan R. Spachman SC 13G/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)⁽¹⁾

NATIONAL INTERSTATE CORPORATION

(Name of Issuer)

COMMON SHARES, $ .01 PAR VALUE PER SHARE

(Title of Class of Securities)

63654U 10 0

(CUSIP Number)

September 12, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

(1) The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		63654U 10 0		Page		2		of		5


1	NAMES OF REPORTING PERSONS ALAN R. SPACHMAN


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	UNITED STATES OF AMERICA

		5	SOLE VOTING POWER

NUMBER OF			2,412,000

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,412,000

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,412,000

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		63654U 10 0		Page		3		of		5

SCHEDULE 13G


Item 1(a).	Name of Issuer: National Interstate Corporation

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	3250 Interstate Drive
	Richfield, Ohio 44286-9000

Item 2(a).	Name of Person Filing: Alan R. Spachman

Item 2(b).	Address of Principal Business Office or, if None, Residence:

	3250 Interstate Drive
	Richfield, Ohio 44286-9000

Item 2(c).	Citizenship: United States of America

Item 2(d).	Title of Class of Securities: Common Shares, $ .01 par value per share

Item 2(e).	CUSIP Number: 63654U 10 0

Item 3.	Rule 13d-1(b), or Rule 13d-2(b) or (c), Information: Not Applicable

Item 4.	Ownership

	(a)	Amount Beneficially Owned: 2,412,000

	(b)	Percent of Class: 12.5%

	(c)	Number of Shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 2,412,000

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition of: 2,412,000

		(iv)	Shared power to dispose or to direct the disposition of: 0


CUSIP No.		63654U 10 0		Page		4		of		5


Item 5.		Ownership of Five Percent or Less of a Class: Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person: Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not Applicable.

Item 8.		Identification and Classification of Members of the Group: Not Applicable.

Item 9.		Notice of Dissolution of Group: Not Applicable.

Item 10.		Certifications:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



September 12, 2007	/s/ Alan R. Spachman
	Alan R. Spachman