Filed pursuant to Rule 424(b)(3)
Registration No. 333-62950

PROSPECTUS SUPPLEMENT NO. 5
(TO PROSPECTUS DATED OCTOBER 4, 2001)

CARNIVAL CORPORATION

2% CONVERTIBLE SENIOR DEBENTURES DUE 2021
AND SHARES OF COMMON STOCK

This prospectus supplement No. 5 supplements and amends the prospectus dated October 4, 2001, as amended and supplemented by prospectus supplement No. 1 dated October 18, 2001, prospectus supplement No. 2 dated November 1, 2001, prospectus supplement No. 3 dated November 16, 2001 and prospectus supplement No. 4 dated December 21, 2001, relating to our 2% convertible senior debentures due 2021 and shares of common stock issuable upon conversion of the debentures.

The table on pages 18 through 21 of the prospectus sets forth information with respect to the selling securityholders and the respective amounts of debentures beneficially owned by each selling securityholder that may be offered pursuant to the prospectus as amended and supplemented by prospectus supplement No. 1 dated October 18, 2001, prospectus supplement No. 2 dated November 1, 2001, prospectus supplement No. 3 dated November 16, 2001 and prospectus supplement No. 4 dated December 21, 2001. This prospectus supplement amends that table by adding to it the items set forth below.

(1)
Selling
Securityholder

(2)
Principal Amount of
Debentures Beneficially
Owned and Offered

(3)
Percent of Total
Outstanding
Debentures

(4)
Common Stock Issuable Upon
Conversion of
the Debentures

(5)
Common Stock
Owned Prior to
Conversion of
Debentures*

TD Securities (USA) Inc.

11,250,000

1.88%

287,400

0

* Assuming the sale of all debentures and common stock issuable upon conversion of the debentures, selling securityholders will not hold any debentures and will hold the number of our common stock set forth in column (5) "Common Stock Owned Prior to Conversion of Debentures." At that time, no selling securityholder will hold more than 1% of our outstanding common stock.

The prospectus dated October 4, 2001, as amended and supplemented by prospectus supplement No. 1 dated October 18, 2001, prospectus supplement No. 2 dated November 1, 2001, prospectus supplement No. 3 dated November 16, 2001, and prospectus supplement No. 4 dated December 21, 2001 and this prospectus supplement No. 5, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the debentures and the common stock issuable upon conversion of the debentures.

Our common stock is traded on the New York Stock Exchange under the symbol CCL. On January 17, 2002, the last reported sales price of the common stock was $26.46 per share. There is no public market for the debentures, and we do not intend to apply for their listing on any exchange or to seek approval for their quotation through any automated quotation system.

We urge you to carefully read the "risk factors" section beginning on page 10 of the accompanying prospectus, where we describe specific risks associated with these securities before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 18, 2002.

SELLING SECURITYHOLDERS

The prospectus dated October 4, 2001, as amended and supplemented by prospectus supplement No. 1 dated October 18, 2001, prospectus supplement No. 2 dated November 1, 2001, prospectus supplement No. 3 dated November 16, 2001 and prospectus supplement No. 4 dated December 21, 2001, relating to the offer for resale of up to $600,000,000 aggregate principal amount of debentures and shares of common stock issuable upon conversion of the debentures is amended to replace the first paragraph and the table under the heading "Selling Securityholders" on page 18 with the information in the following paragraph and table. We may further amend or supplement this table from time to time if necessary.

The following table provides, as of January 18, 2002, the name of each selling securityholder, the principal amount of debentures held by such selling securityholder, the number of shares of common stock owned by such securityholder prior to its purchase of debentures and the common stock issuable upon conversion of the debentures (based upon the initial conversion price). This information has been obtained from the selling securityholders.

(1)
Selling
Securityholder

(2)
Principal
Amount of
Debentures
Beneficially
Owned and
Offered

(3)
Percent of
Total
Outstanding
Debentures

(4)
Common Stock
Issuable Upon
Conversion of
the Debentures

(5)
Common Stock
Owned Prior to
Conversion of
Debentures*

Absolute Return Fund, Ltd.

$327,000

0.05%

8,354

0

Allstate Insurance Company

550,000

0.09%

14,051

0

Allstate Life Insurance Company

2,700,000

0.45%

68,976

0

Aristeia International, Limited

9,900,000

1.65%

252,912

0

Aristeia Partners, L.P.

3,600,000

0.60%

91,968

0

Aventis Pension Master Trust

220,000

0.04%

5,620

0

Banc of America Securities LLC

9,793,000

1.63%

250,179

0

Bank America Pension Plan

3,000,000

0.50%

76,640

0

Bear, Stearns & Co. Inc.

8,113,000

1.35%

207,260

0

Black Diamond Capital I, Ltd.

482,000

0.08%

12,314

0

Black Diamond Offshore Ltd.

1,723,000

0.29%

44,017

0

Boilermaker-Blacksmith Pension Trust

1,375,000

0.23%

35,127

0

CALAMOS® Convertible Fund-
CALAMOS® Investment Trust

3,000,000

0.50%

76,640

0

CALAMOS® Convertible Growth and Income Fund-
CALAMOS® Investment Trust

1,275,000

0.21%

32,572

0

CALAMOS® Convertible Portfolio-
CALAMOS® Advisors Trust

130,000

0.02%

3,321

0

CALAMOS® Global Convertible Fund -
CALAMOS® Investment Trust

140,000

0.02%

3,577

0

CALAMOS® Market Neutral Fund-
CALAMOS® Investment Trust

5,400,000

0.90%

137,952

0

CIBC World Markets

5,000,000

0.83%

127,734

0

Circlet (IMA) Limited

2,000,000

0.33%

51,093

0

City of Albany Pension Plan

125,000

0.02%

3,193

0

City of Knoxville Pension System

285,000

0.05%

7,281

0

Clarica Life Insurance Co.-U.S.

350,000

0.06%

8,941

0

Consulting Group Capital Markets Funds

520,000

0.09%

13,284

0

Credit Suisse First Boston Corporation

21,000,000

3.50%

536,481

0

Delta Airlines Master Trust

2,400,000

0.40%

61,312

0

Delta Pilots Disability and Survivorship Trust

470,000

0.08%

12,007

0

Deutsche Banc Alex Brown Inc.

54,400,000

9.07%

1,389,740

0

Double Black Diamond Offshore LDC

8,875,000

1.48%

226,727

0

Drury University

45,000

0.01%

1,150

0

Duckbill & Co.

1,750,000

0.29%

44,707

0

First Union National Bank

500,000

0.08%

12,773

0

First Union Securities, Inc.

5,000,000

0.83%

127,734

0

First Union Securities,
Inc./Bank Trading

29,500,000

4.92%

753,628

0

General Motors Welfare Benefit Trust (VEBA)

3,000,000

0.50%

76,640

0

GLG Market Neutral Fund

1,000,000

0.17%

25,547

0

Global Bermuda Limited
Partnership

4,600,000

0.77%

117,515

0

GM Employees Global Group Pension Trust (Abs Return Portfolio)

1,500,000

0.25%

38,320

0

Goldman Sachs and Company

5,837,000

0.97%

149,116

0

Greek Catholic Union

20,000

**

511

0

Greek Catholic Union II

20,000

**

511

0

H.K. Porter Company, Inc.

35,000

0.01%

894

0

Jefferies & Company, Inc.

500,000

0.08%

12,773

0

Jersey (IMA) Ltd.

1,750,000

0.29%

44,707

0

JMG Capital Partners, LP

12,250,000

2.04%

312,947

0

JMG Triton Offshore Fd Ltd.

17,250,000

2.88%

440,681

0

J.P. Morgan Securities Inc.

52,870,000

8.81%

1,350,654

391,138

Julius Baer Multibond
Convertbond

750,000

0.13%

19,160

0

KBC Financial Products (Cayman Islands) Limited

9,500,000

1.58%

242,694

0

KBC Financial Products USA Inc.

8,000,000

1.33%

204,374

0

Kerr-McGee Corporation

115,000

0.02%

2,938

0

Kettering Medical Center Funded Depreciation Account

80,000

0.01%

2,044

0

Knoxville Utilities Board Retirement System

195,000

0.03%

4,982

0

Lakeshore International, Ltd.

18,400,000

3.07%

470,059

0

Lehman Brothers Inc.

13,000,000

2.17%

332,107

0

Leonardo, L.P.

20,000,000

3.33%

510,934

0

Lexington (IMA) Limited

139,000

0.02%

3,551

0

Libertyview Funds, L.P.

8,250,000

1.38%

210,760

0

Louisiana Workers' Compensation Corporation

385,000

0.06%

9,835

0

MLQA Convertible Securities Arbitrage Ltd.

20,000,000

3.33%

510,934

0

Morgan Stanley & Co.

4,000,000

0.67%

102,187

0

Nomura Securities International, Inc.

15,000,000

2.50%

383,201

497,292

OZ Master Fund, Ltd.

4,534,000

0.76%

115,829

0

Peoples Benefit Life Insurance Company TEAMSTERS

5,000,000

0.83%

127,734

0

Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union

1,450,000

0.24%

37,043

0

Radian Asset Guaranty

1,000,000

0.17%

25,547

0

Radian Guaranty Inc.

1,000,000

0.17%

25,547

0

Retail Clerks Pension Trust

2,500,000

0.42%

63,867

0

Retail Clerks Pension Trust #2

1,500,000

0.25%

38,320

0

Royal Bank of Canada

7,000,000

1.17%

178,827

225,705

SCI Endowment Care Common Trust Fund-National
Fiduciary Services

230,000

0.04%

5,876

0

SCI Endowment Care
Common Trust Fund-Suntrust

95,000

0.02%

2,427

0

Southern Farm Bureau Life Insurance

125,000

0.02%

3,193

0

SPT

1,100,000

0.18%

28,101

0

St. Albans Partners Ltd.

5,000,000

0.83%

127,734

0

Starvest Managed Portfolio

15,000

**

383

0

State of Florida Division of Treasury

460,000

0.08%

11,751

0

State of Florida, Office of the Treasurer

1,500,000

0.25%

38,320

0

State of Mississippi Health Care Trust Fund

185,000

0.03%

4,726

0

Susquehanna Capital Group

23,000,000

3.83%

587,574

0

TD Securities (USA) Inc.

31,250,000

5.21%

798,334

0

The Dow Chemical Company Employees' Retirement Plan

2,700,000

0.45%

68,976

0

The Fondren Foundation

85,000

0.01%

2,171

0

UBS AG London Branch

40,000,000

6.67%

1,021,868

0

UBS O'Connor LLC f/b/o UBS Global Equity Arbitrage Master Ltd.

500,000

0.08%

12,773

0

Union Carbide Retirement Account

1,750,000

0.29%

44,707

0

United Food and Commercial Workers Local 1262 and Employers Pension Fund

650,000

0.11%

16,605

0

Vopak USA, Inc. Retirement Plan

375,000

0.06%

9,580

0

White River Securities L.L.C.

10,112,000

1.69%

258,328

0

William Blair & Co. LLC

2,225,000

0.37%

56,841

0

Wolverine Trading, L.P.

3,000,000

0.50%

76,640

0

Worldwide Transactions Ltd.

420,000

0.07%

10,729

0

Yield Strategies Fund II, LP

3,250,000

0.54%

83,027

0