As filed with the Securities and Exchange Commission on March 9, 2006
                                                     REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              _____________________

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              _____________________

       CARNIVAL CORPORATION                                 CARNIVAL PLC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        REPUBLIC OF PANAMA                               ENGLAND AND WALES
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

            59-1562976                                       98-0357772
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                                                      CARNIVAL HOUSE
      3655 N.W. 87TH AVENUE                         5 GAINSFORD STREET
    MIAMI, FLORIDA 33178-2428                  LONDON SE1 2NE UNITED KINGDOM
          (305) 599-2600                            011 44 20 7940 5381
--------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code of
                   registrants' principal executive offices)

                              _____________________

                               ARNALDO PEREZ, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              CARNIVAL CORPORATION
                              3655 N.W. 87TH AVENUE
                            MIAMI, FLORIDA 33178-2428
                                 (305) 599-2600
--------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                              _____________________

                                   COPIES TO:
                              JOHN C. KENNEDY, ESQ.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000
                              _____________________

          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
   From time to time after the effective date of this registration statement,
                       as determined by market conditions.
                              _____________________

     If the only  securities  being  registered  on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis pursuant to Rule 415 under the Securities Act
of 1933, as amended,  other than  securities  offered only in  connection  with
dividend or interest reinvestment plans, please check the following box. [X]

     If this Form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  please check the following
box and list the Securities Act  registration  statement  number of the earlier
effective registration statement for the same offering: [_]

     If this Form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act, check the following box and list the Securities Act
registration  statement number of the earlier effective  registration statement
for the same offering: [_]

     If this Form is a registration  statement pursuant to General  Instruction
I.D. or a  post-effective  amendment  thereto that shall become  effective upon
filing with the Commission  pursuant to Rule 462(e) under the  Securities  Act,
check the following box. [X]

     If this Form is a  post-effective  amendment to a  registration  statement
filed  pursuant  to  General  Instruction  I.D.  filed to  register  additional
securities  or additional  classes of securities  pursuant to Rule 413(b) under
the Securities Act, check the following box. [_]

                             _____________________

                         CALCULATION OF REGISTRATION FEE


                                                                                     AMOUNT TO BE REGISTERED/
                                                                             PROPOSED MAXIMUM OFFERING PRICE PER UNIT/
                                                                                 PROPOSED MAXIMUM OFFERING PRICE/
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED                                AMOUNT OF REGISTRATION FEE (1)
---------------------------------------------------------------------------  -----------------------------------------
                                                                          
CARNIVAL CORPORATION:
Common Stock, par value $0.01 per share
Preferred Stock, par value $0.01 per share
Debt Securities
Warrants

CARNIVAL PLC:
---------------------------------------------------------------------------  -----------------------------------------
Guarantee(2)
Special Voting Share, nominal value (pounds) 1.00(3)
Trust Shares of Beneficial Interest in P&O Princess Special Voting Trust(4)
---------------------------------------------------------------------------  -----------------------------------------

(1)  An indeterminate  aggregate initial offering price and number or amount of
     the securities of each  identified  class is being  registered as may from
     time to time be sold at indeterminate prices.  Separate  consideration may
     or may not be received for securities that are issuable upon conversion or
     redemption  of, or in exchange  for,  or upon  exercise  of,  convertible,
     redeemable or exchangeable securities. In accordance with Rules 456(b) and
     457(r),  the Registrants are deferring  payment of all of the registration
     fee,  except  for  $215,300  that has  already  been paid with  respect to
     $400,000,000  of securities that were  previously  registered  pursuant to
     Registration  Statement No.  333-43269 filed on December 24, 1997 and were
     not sold  thereunder  and $278,000 that has already been paid with respect
     to $184,187,500 of securities that were previously  registered pursuant to
     Registration  Statement No.  333-6899 filed on December 16, 1998, and were
     not sold  thereunder  and $115,596 that has already been paid with respect
     to  $415,812,500   of  securities   previously   registered   pursuant  to
     Registration Statement No. 333-72729 filed on February 22, 1999.

==============================================================================


(2)  Under the  Carnival plc Deed of  Guarantee  entered into between  Carnival
     Corporation  and Carnival plc on April 17, 2003,  Carnival plc has agreed,
     subject  to some  exceptions,  to  guarantee  all of the  indebtedness  of
     Carnival  Corporation  incurred under agreements  entered into after April
     17, 2003,  including some or all of the Debt Securities  whose issuance is
     registered hereunder.

(3)  Represents  one special  voting  share of  Carnival  plc issued to the P&O
     Princess  Special Voting Trust in connection  with the dual listed company
     transaction  completed by Carnival plc and Carnival  Corporation  on April
     17, 2003.

(4)  Represents trust shares of beneficial interest in the P&O Princess Special
     Voting Trust, and such trust shares represent a beneficial interest in the
     special  voting  share of  Carnival  plc.  As a result of the dual  listed
     company transaction, one trust share is paired with each share of Carnival
     Corporation common stock and is not transferable separately from the share
     of Carnival  Corporation  common  stock.  Upon each  issuance of shares of
     Carnival Corporation common stock hereunder,  recipients will receive both
     shares of Carnival  Corporation  common stock and an equivalent  number of
     paired trust shares.



PROSPECTUS
                             CARNIVAL CORPORATION
                                DEBT SECURITIES
                                 COMMON STOCK
                                PREFERRED STOCK
                        WARRANTS TO PURCHASE SECURITIES
                                   GUARANTEE
                              _____________________


         We, Carnival Corporation,  or selling securityholders may from time to
time, sell:

         o      shares of common stock;

         o      shares of preferred stock;

         o      debt securities,  which may be guaranteed on an unsubordinated,
                unsecured basis by Carnival plc; and

         o      warrants  to purchase  common  stock,  preferred  stock or debt
                securities,  or any combination of them and warrants to buy and
                sell government debt securities,  foreign currencies,  currency
                units or units of a currency index or basket,  units of a stock
                index or basket, or a commodity or commodity index.

         Each  share  of our  common  stock  is  paired  with a trust  share of
beneficial  interest in the P&O Princess Special Voting Trust. The trust shares
represent a beneficial  interest in the special voting share issued by Carnival
plc. Our common stock and the paired  trust  shares are not  separable  and are
listed  and trade  together  on the New York  Stock  Exchange,  Inc.  under the
symbol,  "CCL". In this  prospectus,  whenever we refer to shares of our common
stock,  unless the context  requires  otherwise,  we are also  referring to the
paired trust shares. Any common stock sold under this prospectus,  as it may be
supplemented,  will be  listed on the New York  Stock  Exchange  (the  "NYSE"),
subject to official notice of issuance.

         WE WILL PROVIDE  SPECIFIC TERMS OF ANY OFFERING IN SUPPLEMENTS TO THIS
PROSPECTUS.  THE  SECURITIES  MAY BE  OFFERED  SEPARATELY  OR  TOGETHER  IN ANY
COMBINATION  AND AS SEPARATE  SERIES.  YOU SHOULD READ THIS  PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU INVEST.

         INVESTING IN THE SECURITIES OFFERED BY THIS PROSPECTUS  INVOLVES RISKS
THAT ARE DESCRIBED IN THE "RISK  FACTORS"  SECTION  BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.

         NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION,   NOR  ANY  STATE
SECURITIES  COMMISSION,  HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES  OR
DETERMINED IF THIS  PROSPECTUS  OR THE  ACCOMPANYING  PROSPECTUS  SUPPLEMENT IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             _____________________

         We or the  selling  securityholders  may sell  these  securities  on a
continuous or delayed basis directly,  through agents,  dealers or underwriters
as designated from time to time, or through a combination of these methods.  We
and the selling  securityholders reserve the sole right to accept, and together
with any agents,  dealers  and  underwriters,  reserve the right to reject,  in
whole or in part, any proposed purchase of securities.  If any agents,  dealers
or  underwriters  are involved in the sale of any  securities,  the  applicable
prospectus  supplement will set forth any applicable  commissions or discounts.
The  net  proceeds  to us or the  selling  securityholders  from  the  sale  of
securities also will be set forth in the applicable prospectus supplement.

                             _____________________

                 The date of this prospectus is March 9, 2006.




                           TABLE OF CONTENTS

                                                                          PAGE

About This Prospectus.......................................................i
Where You Can Find More Information.........................................i
Incorporation By Reference.................................................ii
The Companies...............................................................1
Risk Factors................................................................2
Forward-Looking Statements..................................................9
Use of Proceeds............................................................11
Ratio of Earnings to Fixed Charges.........................................11
Description of Debt Securities.............................................12
Description of the Carnival plc Guarantee..................................20
Description of Warrants....................................................23
Description of Capital Stock...............................................26
Description of Trust Shares................................................42
Plan of Distribution.......................................................44
Legal Matters..............................................................45
Experts....................................................................45


                             ABOUT THIS PROSPECTUS

         References  in this  prospectus  to "we,"  "us,"  "our" and  "Carnival
Corporation" are to Carnival Corporation including,  unless otherwise expressly
stated or the context  otherwise  requires,  its  subsidiaries.  References  to
"Carnival plc" are to Carnival plc including, unless otherwise expressly stated
or  the  context  otherwise  requires,  its  subsidiaries.  References  to  the
"Carnival  Corporation & plc" are to both Carnival Corporation and Carnival plc
collectively, following the establishment of the dual listed company structure.
For more information about the dual listed company  structure,  please see "The
Companies."

         This  prospectus is part of a "shelf"  registration  statement that we
have filed with the Securities and Exchange  Commission (the "SEC"). By using a
shelf registration  statement,  we or the selling  securityholders may sell, at
any time and from time to time, in one or more  offerings,  any  combination of
the securities  described in this prospectus.  The exhibits to our registration
statement  contain  the full text of  certain  contracts  and  other  important
documents we have summarized in this prospectus.  Since these summaries may not
contain all the information  that you may find important in deciding whether to
purchase  the  securities  we offer,  you should  review the full text of these
documents. The registration statement and the exhibits can be obtained from the
SEC as indicated under the heading "Where You Can Find More Information."

         This  prospectus  only provides you with a general  description of the
securities  we may  offer.  Each time we or the  selling  securityholders  sell
securities,  we will provide a prospectus  supplement  that  contains  specific
information about the terms of those securities.  The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this  prospectus  and any  prospectus  supplement  together  with the
additional  information  described  below under the heading "Where You Can Find
More Information."

         WE AND THE  SELLING  SECURITYHOLDERS  ARE NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE  INFORMATION IN THIS  PROSPECTUS OR A PROSPECTUS  SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.

                      WHERE YOU CAN FIND MORE INFORMATION

         You may  read  and  copy  any  document  previously  filed  by each of
Carnival  Corporation  and  Carnival  plc  with  the  SEC at the  SEC's  Public
Reference  Room,  100  F.  Street,  N.E.,   Washington  D.C.  20549.   Carnival
Corporation and Carnival plc file combined reports,  proxy statements and other
information with the SEC. Copies of such information  filed with the SEC may be
obtained at prescribed rates from the Public Reference Section.


                                       i



Please call the SEC at 1-800-SEC-0330 for further  information on the operation
of the  Public  Reference  Room.  In  addition,  the SEC  maintains  a web site
(www.sec.gov)  that contains  reports,  proxy statements and other  information
regarding registrants, such as Carnival Corporation and Carnival plc, that file
electronically  with the SEC. Materials that Carnival  Corporation and Carnival
plc have  filed may also be  inspected  at the  library  of the NYSE,  20 Broad
Street, New York, New York 10005.

         The periodic  reports of Carnival  Corporation  and Carnival plc under
the  Exchange Act contain the  consolidated  financial  statements  of Carnival
Corporation & plc.

         You should only rely on the  information  contained in this prospectus
and incorporated by reference in it.

                          INCORPORATION BY REFERENCE

         Carnival  Corporation  (file  number  1-9610) and  Carnival  plc (file
number  1-15136)  are  incorporating  by  reference  into this  prospectus  the
following documents or portions of documents filed with the SEC:

         o      Carnival  Corporation's  and Carnival plc's joint Annual Report
                on Form 10-K as filed on February 9, 2006,  for the fiscal year
                ended November 30, 2005;

         o      Carnival  Corporation's  and  Carnival  plc's joint  definitive
                Proxy Statement on Schedule 14A filed on February 24, 2006; and

         o      All other documents filed by Carnival  Corporation and Carnival
                plc  pursuant  to  Section  13(a),  13(c),  14 or  15(d) of the
                Securities  Exchange  Act  of  1934  after  the  date  of  this
                prospectus and prior to the termination of the offering.

         You should rely only on the information  contained in this document or
that   information  to  which  this  prospectus  has  referred  you.   Carnival
Corporation and Carnival plc have not authorized anyone to provide you with any
additional information.

         Any statement contained in this prospectus or a document  incorporated
or deemed to be  incorporated  by reference into this prospectus will be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a  statement  contained  in this  prospectus  or any other  subsequently  filed
document that is deemed to be  incorporated  by reference into this  prospectus
modifies or supersedes the  statement.  Any statement so modified or superseded
will not be deemed,  except as so modified or superseded,  to constitute a part
of this prospectus.

         The  documents  incorporated  by reference  into this  prospectus  are
available  from Carnival  Corporation  and Carnival plc upon request.  Carnival
Corporation  and  Carnival  plc  will  provide  a copy  of any  and  all of the
information that is incorporated by reference in this prospectus to any person,
without  charge,  upon written or oral  request.  If exhibits to the  documents
incorporated  by reference in this  prospectus are not themselves  specifically
incorporated  by reference in this  prospectus,  then the exhibits  will not be
provided. Requests for such copies should be directed to the following:

                              CARNIVAL CORPORATION
                                  CARNIVAL PLC
                              3655 N.W. 87TH AVENUE
                            MIAMI, FLORIDA 33178-2428
                         ATTENTION: CORPORATE SECRETARY
                     TELEPHONE: (305) 599-2600, EXT. 18018.

Except as provided above, no other information, including information on the web
site of Carnival Corporation or Carnival plc, is incorporated by reference into
this prospectus.


                                      ii


                                 THE COMPANIES


CARNIVAL CORPORATION & PLC

         On April 17, 2003,  Carnival  Corporation and Carnival plc completed a
dual listed company transaction, or DLC transaction, which implemented Carnival
Corporation & plc's DLC structure.  Carnival  Corporation  and Carnival plc are
both public  companies,  with separate  stock  exchange  listings and different
shareholders.  The two companies have a single senior executive management team
and  identical  boards of  directors  and are operated as if they were a single
economic enterprise.

         Carnival Corporation & plc is the largest cruise vacation group in the
world, based on revenues,  passengers carried and available capacity.  Carnival
Corporation & plc had, as at March 8, 2006, a combined fleet of 80 cruise ships
offering  138,878 lower berths,  with 15 additional  cruise ships having 41,098
lower berths scheduled to be added over the next four years, and is the leading
provider of cruises to all major  destinations  outside the Far East.  Carnival
Corporation  & plc  carried  approximately  6.85  million  passengers  in 2005.
Carnival  Corporation & plc also operates two private destination ports of call
in the Caribbean for the exclusive use of its passengers and offers  land-based
tour packages as part of its vacation product alternatives.

         Carnival Corporation & plc offers 12 complementary brands with leading
positions in North America,  the UK, Germany,  Italy,  France,  Spain,  Brazil,
Argentina and Australia.  Carnival Corporation & plc has multi-brand strategies
that are intended to differentiate it from its competitors and provide products
and services  appealing to the widest possible target audience across all major
segments of the vacation  industry.  Carnival  Corporation & plc is the leading
global  cruise  vacation  operator  with brands  appealing to the widest target
audience,  focused on sourcing passengers from developed vacation markets where
cruising is one of the fastest growing vacation alternatives.

         In  addition  to  Carnival  Corporation  &  plc's  cruise  operations,
Carnival  Corporation  & plc operates the leading tour  companies in Alaska and
the Canadian Yukon,  through Holland America Tours and Princess Tours.  Holland
America Tours  operates 11 hotels and lodges in Alaska and the Canadian  Yukon,
two luxury  dayboats and a fleet of  motorcoaches  and McKinley  Explorer  rail
cars. Princess Tours is a tour operator in Alaska with five riverside lodges, a
fleet of motorcoaches and Midnight Sun Express Rail cars.

CARNIVAL CORPORATION

         Carnival  Corporation was incorporated  under the laws of the Republic
of Panama in November 1974. Our common stock and the paired trust shares, which
trade  together with the common stock,  are listed on the NYSE under the symbol
"CCL." Our principal executive offices are located at Carnival Place, 3655 N.W.
87th Avenue,  Miami, Florida 33178-2428.  The telephone number of our principal
executive offices is (305) 599-2600.

CARNIVAL PLC

         Carnival plc was  incorporated  and registered in England and Wales as
P&O Princess  Cruises plc in July 2000 and was renamed  "Carnival plc" on April
17,  2003,  the date on which the DLC  transaction  with  Carnival  Corporation
closed. Carnival plc's ordinary shares are listed on the London Stock Exchange,
and Carnival plc's American Depositary Shares, or ADSs, are listed on the NYSE.
Carnival plc ordinary  shares trade under the ticker symbol "CCL" on the London
Stock  Exchange.  Carnival plc ADSs trade under the ticker  symbol "CUK" on the
NYSE. Carnival plc's principal executive offices are located at Carnival House,
5 Gainsford Street,  London,  SE12NE,  United Kingdom.  The telephone number of
Carnival plc's principal executive offices is 011 44 20 7805 1200.



                                       1


                                  RISK FACTORS

         AN INVESTMENT IN THE SECURITIES OFFERED BY THIS PROSPECTUS  INVOLVES A
NUMBER OF RISKS. YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING  INFORMATION ABOUT
THESE RISKS,  TOGETHER WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
BEFORE MAKING AN INVESTMENT IN THE  SECURITIES.  A NUMBER OF THE  STATEMENTS IN
THIS SECTION ARE FORWARD-LOOKING STATEMENTS. SEE "FORWARD-LOOKING STATEMENTS."

RISKS RELATING TO THE DLC TRANSACTION

THE STRUCTURE OF THE DLC  TRANSACTION  INVOLVES RISKS NOT  ASSOCIATED  WITH THE
MORE COMMON WAYS OF COMBINING THE OPERATIONS OF TWO COMPANIES,  AND THESE RISKS
MAY HAVE AN ADVERSE EFFECT ON THE ECONOMIC  PERFORMANCE OF THE COMPANIES AND/OR
THEIR RESPECTIVE SHARE PRICES.

         The DLC  structure  is a  relatively  uncommon  way of  combining  the
management and operations of two companies and it involves different issues and
risks from those  associated  with the other more  common  ways of  effecting a
business  combination,  such as a merger or  exchange  offer to create a wholly
owned  subsidiary.  In  the  DLC  transaction,  the  combination  was  effected
primarily by means of contracts  between Carnival  Corporation and Carnival plc
and not by  operation  of a statute or court  order.  The legal effect of these
contractual  rights  may be  different  from the  legal  effect  of a merger or
amalgamation  under  statute or court  order and there may be  difficulties  in
enforcing  these  contractual  rights.  Shareholders  and  creditors  of either
company might challenge the validity of the contracts or their lack of standing
to enforce  rights under these  contracts,  and courts may interpret or enforce
these  contracts  in a manner  inconsistent  with the  express  provisions  and
intentions  of  Carnival   Corporation  and  Carnival  plc  expressed  in  such
contracts.  In addition,  shareholders  and creditors of other  companies might
successfully challenge other dual listed company structures and establish legal
precedents  that could  increase the risk of a successful  challenge to the DLC
transaction.  Carnival  Corporation & plc is  maintaining  two separate  public
companies and complies with both  Panamanian  corporate law and English company
law, different securities and other regulatory and stock exchange  requirements
in the UK and the U.S. This  structure  requires more  administrative  time and
cost than was the case for each company individually, which may have an adverse
effect on Carnival Corporation & plc's operating efficiency.

CHANGES UNDER THE INTERNAL  REVENUE CODE,  APPLICABLE U.S. INCOME TAX TREATIES,
AND THE  UNCERTAINTY OF THE DLC STRUCTURE  UNDER THE INTERNAL  REVENUE CODE MAY
ADVERSELY  AFFECT THE U.S.  FEDERAL INCOME TAXATION OF THE U.S. SOURCE SHIPPING
INCOME OF CARNIVAL CORPORATION & PLC. IN ADDITION,  CHANGES IN THE UK, ITALIAN,
GERMAN,  AUSTRALIAN  AND  OTHER  COUNTRIES'  INCOME  TAX LAWS,  REGULATIONS  OR
TREATIES COULD ADVERSELY AFFECT THE NET INCOME OF CARNIVAL CORPORATION & PLC.

         Carnival  Corporation & plc believe that substantially all of the U.S.
source  shipping  income  of each of  Carnival  Corporation  and  Carnival  plc
qualifies for exemption from U.S. federal income tax, either under:

         o      Section 883 of the Internal Revenue Code;

         o      U.S.-Italian income tax treaty;

         o      other applicable U.S. income tax treaties,


and should  continue to so qualify under the DLC structure.  There is, however,
no existing U.S.  federal income tax authority that directly  addresses the tax
consequences of  implementation of a dual listed company structure for purposes
of Section  883 or any other  provision  of the  Internal  Revenue  Code or any
income tax treaty and, consequently, these matters are not free from doubt.

         If Carnival Corporation & plc did not qualify for exemption from U.S.
federal income taxes it would have higher income taxes and lower net income.
Finally, changes in the income tax laws affecting its cruise businesses in the
UK, Italy, Germany, Australia and elsewhere could result in higher income taxes
being levied on its cruise operations, thus resulting in lower net income.


                                       2


A SMALL  GROUP OF  SHAREHOLDERS  COLLECTIVELY  OWNED  AS OF  JANUARY  31,  2006
APPROXIMATELY 29% OF THE TOTAL COMBINED VOTING POWER OF THE OUTSTANDING  SHARES
OF  CARNIVAL  CORPORATION  & PLC AND MAY BE ABLE  TO  EFFECTIVELY  CONTROL  THE
OUTCOME OF SHAREHOLDER VOTING.

         A group of  shareholders,  consisting  of some  members  of the Arison
family,  including Micky Arison,  the Chairman and Chief  Executive  Officer of
Carnival  Corporation  and  Carnival  plc,  and  trusts  established  for their
benefit, beneficially owns approximately 36% of the outstanding common stock of
Carnival  Corporation  which shares  represent  sufficient  shares  entitled to
constitute a quorum at shareholder  meetings and to cast  approximately  29% of
the  total  combined  voting  power  of  the  outstanding  shares  of  Carnival
Corporation  & plc.  Depending  upon the nature  and extent of the  shareholder
vote, this group of shareholders may have the power to effectively  control, or
at least to  influence  substantially,  the outcome of  shareholder  votes and,
therefore, the corporate actions requiring such votes.

PROVISIONS IN CARNIVAL  CORPORATION AND CARNIVAL PLC  CONSTITUTIONAL  DOCUMENTS
MAY PREVENT OR DISCOURAGE TAKEOVERS AND BUSINESS COMBINATIONS THAT SHAREHOLDERS
IN CARNIVAL CORPORATION & PLC MIGHT CONSIDER IN THEIR BEST INTERESTS.

         Carnival  Corporation's  amended articles of incorporation and by-laws
and Carnival plc's articles of association  contain  provisions that may delay,
defer, prevent or render more difficult a takeover attempt that shareholders in
Carnival  Corporation & plc might consider to be in their best  interests.  For
instance,  these provisions may prevent  shareholders in Carnival Corporation &
plc from receiving a premium to the market price of Carnival Corporation shares
and/or Carnival plc shares offered by a bidder in a takeover  context.  Even in
the  absence of a takeover  attempt,  the  existence  of these  provisions  may
adversely affect the prevailing market price of Carnival  Corporation shares or
Carnival plc shares if they are viewed as discouraging takeover attempts in the
future.

         Specifically, Carnival Corporation's articles of incorporation contain
provisions that prevent third parties,  other than the Arison family and trusts
for their benefit, from acquiring beneficial ownership of more than 4.9% of the
outstanding  Carnival  Corporation  shares  without the consent of the board of
directors  of Carnival  Corporation  and  provide for the lapse of rights,  and
sale,  of any  shares  acquired  in excess of that  limit.  The effect of these
provisions  may preclude  third  parties from seeking to acquire a  controlling
interest  in Carnival  Corporation  in  transactions  that  shareholders  might
consider to be in their best  interests  and may prevent them from  receiving a
premium  above  market  price for their  shares.  See  "Certain  Provisions  of
Carnival Corporation's Articles and By-laws--Takeover Restrictions."

CARNIVAL  CORPORATION  AND  CARNIVAL PLC ARE NOT U.S.  CORPORATIONS,  AND THEIR
SHAREHOLDERS  MAY BE SUBJECT TO THE  UNCERTAINTIES OF A FOREIGN LEGAL SYSTEM IN
PROTECTING THEIR INTERESTS.

         Carnival  Corporation's  corporate  affairs are  governed by its third
amended and restated articles of incorporation and amended and restated by-laws
and by the corporate  laws of Panama.  Carnival plc is governed by its articles
of  association  and  memorandum of  association  and by the corporate  laws of
England  and Wales.  The  corporate  laws of Panama and  England  and Wales may
differ in some respects from the corporate laws in the U.S.

RISKS RELATING TO CARNIVAL CORPORATION & PLC'S BUSINESSES

CARNIVAL  CORPORATION & PLC MAY LOSE  BUSINESS TO  COMPETITORS  THROUGHOUT  THE
VACATION MARKET.

         Carnival  Corporation  & plc  operates  in the  vacation  market,  and
cruising is one of many  alternatives for people choosing a vacation.  Carnival
Corporation  & plc  therefore  risks  losing  business not only to other cruise
lines, but also to other vacation operators that provide other leisure options,
including hotels, resorts and package holidays and tours.

         Carnival  Corporation & plc faces  significant  competition from other
cruise  lines,  both on the  basis of cruise  pricing  and also in terms of the
nature of ships and services and  destinations it offers to cruise  passengers.
In addition,  it may need to enhance its older ships with current  amenities in


                                       3


order for those  ships to be more  competitive  with other  cruise  ships.  The
primary  cruise  competitors  for our Carnival  Cruise  Lines,  Costa,  Cunard,
Holland America Line and Princess brands for North American-sourced  passengers
are Royal Caribbean Cruises Ltd., which owns Royal Caribbean  International and
Celebrity  Cruises,  Star Cruises plc, which owns NCL Group, which is comprised
of Norwegian  Cruise Line and Orient Lines,  Disney Cruise Line,  Mediterranean
Shipping Company, which owns MSC Cruises, and Crystal Cruises.

         Carnival   Corporation  &  plc's  primary   cruise   competitors   for
European-sourced  passengers  in the UK are Island  Cruises,  Fred Olsen Cruise
Lines,  Discovery Cruises, Saga Cruises, and Thomson Cruises, which is owned by
TUI; in Germany they are MSC Cruises, Hapag-Lloyd, which is owned by TUI, Peter
Deilmann,  Phoenix Reisen and Transocean  Cruises;  and in Southern Europe they
are MSC Cruises,  Louis Cruise Line,  Globalia,  Pullmantur  and Spanish Cruise
Line. Carnival Corporation & plc also competes for passengers throughout Europe
with Norwegian Cruise Line,  Orient Lines,  Royal Caribbean  International  and
Celebrity Cruises. The primary cruise competitors for the Seabourn and Windstar
luxury brands include Regent Seven Seas Cruises and Silversea Cruises.

         However,  Carnival  Corporation & plc operates in the vacation market,
and cruising is only one of many  alternatives  for people choosing a vacation.
Carnival  Corporation & plc therefore  risks losing  business not only to other
cruise lines,  but also to other  vacation  operators that provide other travel
and leisure options, including hotels, resorts and package holidays and tours.

         In  the  event  that  Carnival  Corporation  & plc  does  not  compete
effectively with other vacation alternatives and cruise companies,  its results
of operations and financial condition could be adversely affected.

THE  INTERNATIONAL  POLITICAL  AND  ECONOMIC  CLIMATE  AND OTHER  WORLD  EVENTS
AFFECTING SAFETY AND SECURITY COULD ADVERSELY AFFECT THE DEMAND FOR CRUISES AND
COULD HARM CARNIVAL CORPORATION & PLC'S FUTURE SALES AND PROFITABILITY.

         Demand  for  cruises  and other  vacation  options  has  been,  and is
expected to  continue to be,  affected  by the  public's  attitude  towards the
safety of travel, the international political climate and the political climate
of destination  countries.  Events such as the terrorist attacks in the U.S. on
September  11,  2001,  the  threats  of  additional  attacks  in the  U.S.  and
elsewhere,  concerns of an  outbreak of  additional  hostilities  and  national
government travel advisories, together with the resulting political instability
and  concerns  over  safety  and  security  aspects  of  traveling,  have had a
significant  adverse  impact on demand and  pricing in the travel and  vacation
industry  and may  continue to do so in the future.  Demand for cruises is also
likely to be increasingly  dependent on the underlying economic strength of the
countries  from which cruise  companies  source their  passengers.  Economic or
political changes that reduce  disposable income or consumer  confidence in the
countries  from which  Carnival  Corporation & plc sources its  passengers  may
affect  demand  for  vacations,   including  cruise  vacations,   which  are  a
discretionary  purchase.  Decreases in demand  could lead to price  discounting
which, in turn, could reduce the profitability of its business.

OVERCAPACITY  WITHIN THE CRUISE AND LAND-BASED  VACATION  INDUSTRY COULD HAVE A
NEGATIVE  IMPACT ON NET  REVENUE  YIELDS AND  INCREASE  OPERATING  COSTS,  THUS
RESULTING IN SHIP,  GOODWILL AND/OR TRADEMARK ASSET  IMPAIRMENTS,  ALL OF WHICH
COULD ADVERSELY AFFECT PROFITABILITY.

         Cruising capacity has grown in recent years and Carnival Corporation &
plc expects it to  continue to increase  over the next five years as all of the
major cruise  vacation  companies are expected to introduce new ships. In order
to utilize new  capacity,  the cruise  vacation  industry will probably need to
increase its share of the overall vacation market.  The overall vacation market
is also facing  increases  in  land-based  vacation  capacity,  which also will
impact  Carnival  Corporation & plc.  Failure of Carnival  Corporation & plc to
increase its share of the overall vacation market is one of a number of factors
that could have a negative  impact on Carnival  Corporation & plc's net revenue
yields. In some prior years, Carnival Corporations and plc's net revenue yields
were  negatively  impacted  as a result  of a  variety  of  factors,  including
capacity increases.  Should net revenue yields be negatively impacted, Carnival
Corporation  & plc's results of operations  and  financial  condition  could be
adversely  affected,  including  the  impairment  of the  value  of its  ships,
goodwill and/or trademark assets. In addition,  increased cruise capacity could
impact  Carnival  Corporation & plc's  ability to retain and attract  qualified
crew at competitive costs and, therefore, increase Carnival Corporation & plc's
shipboard employee costs.


                                       4


THE  FUTURE  OPERATING  CASH  FLOW  OF  CARNIVAL  CORPORATION  & PLC MAY NOT BE
SUFFICIENT TO FUND FUTURE OBLIGATIONS,  AND CARNIVAL  CORPORATION & PLC MAY NOT
BE ABLE  TO  OBTAIN  ADDITIONAL  FINANCING,  IF  NECESSARY,  AT A COST  THAT IS
FAVORABLE OR THAT MEETS ITS EXPECTATIONS.

         The  forecasted   cash  flow  from  future   operations  for  Carnival
Corporation & plc may be adversely affected by various factors,  including, but
not  limited  to,   declines  in  customer   demand,   increased   competition,
overcapacity,  the  deterioration in general economic and business  conditions,
terrorist  attacks, ship accidents and other incidents,  adverse  publicity and
increases  in fuel  prices,  as well as other  factors  noted  under these risk
factors and under the "Forward-Looking Statements" section below. To the extent
that Carnival  Corporation & plc is required,  or chooses,  to fund future cash
requirements,  including future  shipbuilding  commitments,  from sources other
than cash flow from  operations,  cash on hand and current  external sources of
liquidity, including committed financings, Carnival Corporation & plc will have
to secure  such  financing  from banks or through  the  offering of debt and/or
equity securities in the public or private markets.

         Carnival  Corporation  & plc's  access to, and the cost of,  financing
will depend on, among other things,  the maintenance of strong long-term credit
ratings.  Carnival  Corporation and Carnival plc's senior,  unsecured long-term
debt  ratings are "A3" by Moody's,  "A-" by Standard & Poor's and "A-" by Fitch
Ratings.   Carnival  Corporation's  short-term  corporate  credit  ratings  are
"Prime-2" by Moody's, "A-2" by Standard & Poor's and "F2" by Fitch Ratings.

ACCIDENTS AND OTHER INCIDENTS,  UNUSUAL WEATHER CONDITIONS OR ADVERSE PUBLICITY
CONCERNING  THE CRUISE  INDUSTRY OR  CARNIVAL  CORPORATION  & PLC COULD  AFFECT
CARNIVAL  CORPORATION  &  PLC'S  REPUTATION  AND  HARM  ITS  FUTURE  SALES  AND
PROFITABILITY.

         The  operation  of  cruise  ships  involves  the  risk  of  accidents,
passenger and crew illnesses, mechanical failures and other incidents at sea or
while in port, which may bring into question passenger safety, health, security
and  vacation  satisfaction,  and  thereby  adversely  affect  future  industry
performance, sales and profitability. In addition, Carnival Corporation & plc's
cruises and port  facilities  may be impacted  by unusual  weather  patterns or
natural disasters, such as hurricanes and earthquakes.  For example,  Hurricane
Wilma caused the  temporary  closing of cruise ports in South  Florida and also
destroyed Carnival Corporation & plc's pier facility in Cozumel,  Mexico. It is
possible that Carnival  Corporation & plc could be forced to alter  itineraries
or cancel a cruise or a series of cruises  due to these  factors,  which  would
have an  adverse  affect  on sales  and  profitability.  In  addition,  adverse
publicity concerning the vacation industry in general or the cruise industry or
Carnival  Corporation & plc in particular  could affect Carnival  Corporation &
plc's reputation and impact demand and, consequently, have an adverse affect on
Carnival Corporation & plc's profitability.

CARNIVAL  CORPORATION & PLC IS SUBJECT TO MANY  ECONOMIC AND POLITICAL  FACTORS
THAT ARE BEYOND ITS  CONTROL,  WHICH  COULD  RESULT IN  INCREASES  IN  CARNIVAL
CORPORATION & PLC'S OPERATING, FINANCING AND TAX COSTS.

         Some of Carnival Corporation & plc's operating costs,  including fuel,
food,  insurance,  payroll and security costs, are subject to increases because
of market  forces,  economic  or  political  instability  or  decisions  beyond
Carnival  Corporation & plc's control.  In addition,  interest rates,  currency
fluctuations and Carnival  Corporation & plc's ability to obtain debt or equity
financing,  are dependent on many economic and  political  factors.  Actions by
U.S. and non-U.S. taxing jurisdictions could also cause an increase in Carnival
Corporation & plc's costs.

         Recently,  the State of Alaska determined that an Initiative  Petition
(the  "Initiative")  to, among other things,  impose a tax on cruise passengers
sailing in Alaskan waters had sufficient  signatures to qualify for the August,
2006 statewide  primary election  ballot.  If the Initiative is approved by the
voters,  it would likely take effect in 2007. The Initiative would impose a $46
per passenger tax on cruise passengers aboard vessels with at least 250 berths,
an additional fee of $4 per passenger for an Ocean Ranger  program,  remove the
exemption from Alaska corporate income taxes for commercial  passenger  vessels
and assess a 33% tax on income from onboard gambling. The Initiative would also
impose a number of other regulations, reporting and operational requirements on
cruise  vessel  operators.  Some or all of these  provisions  may be subject to
legal challenges if the Initiative is approved.

         Separately,  two bills have been introduced for  consideration  in the
Alaska  Legislature.  No  action  was  taken  on  either  of these  bills.  The
legislature has until the end of the 2006 session to consider these bills.  One


                                       5


bill would impose taxes of $50 per cruise passenger and the other bill proposes
a tax of $75 per passenger.  Similar legislation has been proposed in Alaska in
the past and has not been approved.  Both measures raise legal questions and it
is uncertain whether either bill will be passed in its current form.

         It is  expected  that  any  proposed  passenger  taxes,  such  as  the
Initiative discussed above, would be directly charged to and collected from the
guests  of  Carnival  Corporation  & plc.  However,  if any of these  taxes are
enacted,  it is likely that Carnival  Corporation & plc would consider reducing
the  number of its ships  that offer  Alaskan  cruises,  in order to reduce the
adverse impact of these taxes on its net income. The ultimate outcomes of these
Alaskan matters cannot be determined at this time.

         Increases in operating, financing and tax costs could adversely affect
Carnival Corporation & plc's results because Carnival Corporation & plc may not
be able to recover these  increased costs through price increases of its cruise
vacations.

ENVIRONMENTAL  LEGISLATION AND REGULATIONS COULD AFFECT OPERATIONS AND INCREASE
CARNIVAL CORPORATION & PLC'S OPERATING COSTS.

         Some environmental  groups have lobbied for more stringent  regulation
of cruise ships. Some groups have also generated  negative  publicity about the
cruise  industry  and  its  environmental   impact.  The  U.S.  Congress,   the
International  Maritime  Organization  and the  U.S.  Environmental  Protection
Agency  periodically  consider new laws and  regulations  to manage cruise ship
pollution.  In addition,  various  other  regulatory  agencies in the States of
Alaska, California, Florida, Hawaii, Maine, Washington and elsewhere, including
European  regulatory  organizations,   have  enacted  or  are  considering  new
regulations or policies, which could adversely impact the cruise industry.

         In addition,  pursuant to a  settlement  with the U.S.  government  in
April  2002,  Carnival   Corporation  pled  guilty  to  certain   environmental
violations and was fined. Carnival Corporation was also placed on probation for
a term of five years. Under the terms of the probation, any future violation of
environmental  laws by  Carnival  Corporation  may be  deemed  a  violation  of
probation, which could result in additional fines and other forms of relief.

         Carnival  Corporation  & plc's  costs of  complying  with  current and
future environmental laws and regulations,  or liabilities arising from past or
future  releases  of,  or  exposure  to,  hazardous  substances  or  to  vessel
discharges,  could  increase the cost of  compliance  or  otherwise  materially
adversely affect Carnival  Corporation & plc's business,  results of operations
or financial condition.

NEW REGULATIONS OF HEALTH,  SAFETY,  SECURITY AND OTHER REGULATORY ISSUES COULD
INCREASE CARNIVAL  CORPORATION & PLC'S OPERATING COSTS OR NEGATIVELY AFFECT ITS
BOOKINGS AND FUTURE NET REVENUE YIELDS AND ADVERSELY AFFECT NET INCOME.

         Carnival  Corporation  & plc  is  subject  to  various  international,
national,  state and local health,  safety and security laws,  regulations  and
treaties. The International Maritime Organization, sometimes referred to as the
IMO, which operates under the United Nations,  has adopted safety  standards as
part of the International  Convention for the Safety of Life at Sea,  sometimes
referred to as SOLAS,  which is  applicable  to all of Carnival  Corporation  &
plc's ships. Generally,  SOLAS establishes vessel design,  structural features,
materials,  construction  and life  saving  equipment  requirements  to improve
passenger safety and security.

         In addition,  ships that call on U.S.  ports are subject to inspection
by the U.S. Coast Guard for compliance with SOLAS and by the U.S. Public Health
Service for sanitary  standards.  Carnival  Corporation  & plc's ships are also
subject to similar inspections  pursuant to the laws and regulations of various
other countries such ships visit.  Finally,  the U.S. Congress recently enacted
the Maritime  Transportation  Security Act of 2002 which implements a number of
security  measures at U.S.  ports,  including  measures  that relate to foreign
flagged vessels calling at U.S. ports. See Part I, Item  1.Business,  B-"Cruise
Operating-Government  Regulations" of Carnival  Corporation & plc's most recent
joint Annual Report on Form 10-K for a detailed discussions of these regulatory
issues.


                                       6


         Carnival Corporation & plc believes that health, safety,  security and
other  regulatory  issues  will  continue  to be areas  of  focus  by  relevant
government authorities in the U.S., Europe and elsewhere. Resulting legislation
or regulations, or changes in existing legislation or regulations, could impact
the operations of Carnival  Corporation & plc and would likely subject Carnival
Corporation & plc to increasing compliance costs in the future.

         Pursuant to the Western  Hemisphere Travel  Initiative,  U.S. citizens
will  be  required  to  carry  a  passport   for  travel  to  or  from  certain
countries/areas that were previously exempt, such as the Caribbean,  Canada and
Mexico.  The regulations are currently  scheduled to require all U.S.  citizens
that enter the U.S.  from these  previously  exempt  locations by air or sea to
have a passport by  December  31,  2006,  and those  citizens  entering at land
border crossings will have to have a passport by December 31, 2007.

         Since  many  cruise  customers  visiting  these  destinations  may not
currently have passports, it is likely that this will have some negative effect
on bookings  and future net revenue  yields when the  regulations  take effect.
There are a number of factors that could influence the ultimate impact of these
regulations,  such as customer travel patterns,  customer price sensitivity and
the cost and effectiveness of mitigating  programs  Carnival  Corporation & plc
and others have  established.  However,  although  Carnival  Corporation  & plc
cannot be certain,  it does not currently  expect that these  regulations  will
ultimately  have a  material  adverse  effect on its  operating  results,  as a
significant  portion of its revenues  are derived from cruises to  destinations
other than those  mentioned  above, a substantial  portion of its U.S.  citizen
customers already have passports and Carnival  Corporation & plc expect a large
number of U.S. citizen travelers who do not have passports will obtain them.

DELAYS IN SHIP CONSTRUCTION AND PROBLEMS  ENCOUNTERED AT SHIPYARDS COULD REDUCE
CARNIVAL CORPORATION & PLC'S PROFITABILITY.

         The  construction  of cruise  ships is a complex  process and involves
risks  similar  to  those  encountered  in  other  sophisticated   construction
projects, including delays in completion and delivery. In addition,  industrial
actions and insolvency or financial problems of the shipyards building Carnival
Corporation & plc's ships could also delay or prevent the delivery of its ships
under construction.  These events could adversely affect Carnival Corporation &
plc's  profitability.  However,  the impact from a delay in  delivery  could be
mitigated by contractual  provisions and refund guarantees obtained by Carnival
Corporation & plc.

         In addition,  as of November 30, 2005, Carnival  Corporation & plc had
entered into foreign currency swaps to fix the cost in U.S. dollars or sterling
of  three  of  Carnival   Corporation  &  plc's  foreign  currency  denominated
shipbuilding  contracts.  If the shipyard with which Carnival Corporation & plc
has  contracted is unable to perform under the related  contracts,  the foreign
currency swaps related to the  shipyard's  shipbuilding  contracts  would still
have to be honored.  This might require Carnival Corporation & plc to realize a
loss on existing  foreign  currency swaps without having the ability to have an
offsetting gain on its foreign currency denominated shipbuilding contract, thus
resulting in an adverse effect on the financial results of Carnival Corporation
& plc.

THE  LACK  OF  ATTRACTIVE  PORT  DESTINATIONS  FOR  CRUISE  SHIPS  OF  CARNIVAL
CORPORATION & PLC COULD REDUCE ITS NET REVENUE YIELDS AND NET INCOME.

         Carnival Corporation & plc believes that attractive port destinations,
including ports that are not overly congested with tourists,  are major reasons
why  Carnival   Corporation  &  plc's  customers  choose  a  cruise  versus  an
alternative vacation option. The availability of ports,  including the specific
port facility at which its guests will embark and  disembark,  is affected by a
number of factors including, but not limited to, existing capacity constraints,
security concerns,  unusual weather patterns and natural  disasters,  financial
limitations   on   port   development,   political   instability,   exclusivity
arrangements that ports may have with Carnival Corporation & plc's competitors,
local  governmental  regulations and charges and local community concerns about
both port  development  and other  adverse  impacts on their  communities  from
additional  tourists.  The  inability  to  continue to  maintain  and  increase
Carnival  Corporation  & plc's  ports of call  could  adversely  affect its net
revenue yields and net income.



                                       7


RISKS RELATING TO THE GUARANTEES

CARNIVAL PLC'S GUARANTEE IS GOVERNED BY THE LAWS OF A FOREIGN JURISDICTION, AND
AN ACTION TO ENFORCE THE GUARANTEE MUST BE BROUGHT IN THE COURTS OF ENGLAND.

         Unlike  the  Carnival  Corporation  debt  securities  offered  by this
prospectus,  which  will be  governed  by the laws of the  State  of New  York,
Carnival plc's guarantee of any of Carnival  Corporation's debt securities will
be issued under a separate  deed of  guarantee  that is governed by the laws of
the Isle of Man. An action to enforce the guarantee must be brought exclusively
in the courts of  England.  Because of the  exclusive  jurisdiction  of English
courts,  an action to enforce the  guarantee  may be separate from an action to
enforce  the  terms  of  Carnival   Corporation   debt  securities  or  related
indentures,  which may grant exclusive  jurisdiction  to other courts,  such as
specified  Federal  courts in the U.S.  Furthermore,  the  Carnival plc deed of
guarantee was executed in connection with the DLC transaction. DLC transactions
are relatively unusual and there is little or no case law in the Isle of Man or
the UK relating to DLC  transactions  or the  agreements  related to them. As a
result of all of these factors,  it may be more  difficult,  expensive and time
consuming for holders to enforce the guarantee of Carnival plc than a guarantee
governed by New York law in a more traditional financing.

         Furthermore,  because a substantial portion of Carnival  Corporation's
assets are located outside of the UK, any judgment  related to the guarantee in
England  would then need to be enforced in other  countries,  such as the U.S.,
which may require further litigation.

CARNIVAL  PLC'S  GUARANTEE MAY BE  UNENFORCEABLE  DUE TO FRAUDULENT  CONVEYANCE
STATUTES AND, ACCORDINGLY, YOU COULD HAVE NO CLAIM AGAINST EITHER, AS GUARANTOR
OF ANY CARNIVAL CORPORATION DEBT SECURITIES.

         Although laws differ among various jurisdictions, a court could, under
fraudulent conveyance laws,  subordinate or avoid the guarantee of Carnival plc
if it found that the guarantee was incurred with actual intent to hinder, delay
or defraud creditors, or if the guarantor did not receive fair consideration or
reasonably equivalent value for the guarantee and that the guarantor:

         o      was insolvent or rendered insolvent because of the guarantee;

         o      was  engaged  in  a  business  or  transaction  for  which  its
                remaining assets constituted unreasonably small capital; or

         o      intended  to incur,  or  believed  that it would  incur,  debts
                beyond the relevant guarantor's ability to pay at maturity.

         Carnival plc does not believe that the issuance of its guarantees will
be a  fraudulent  conveyance  because,  among other  things,  Carnival plc will
receive benefits.  Carnival plc will receive a reciprocal guarantee by Carnival
Corporation of its indebtedness. In addition, Carnival plc receives the benefit
of a streamlining  and  unification  of the debt capital  structure of Carnival
Corporation & plc as a whole. However, if a court were to void the guarantee of
a guarantor as the result of a fraudulent  conveyance by such guarantor or hold
it unenforceable for any other reason,  you would cease to have a claim against
that  guarantor  based on its  guarantee  and  would  solely be a  creditor  of
Carnival Corporation.



                                       8


                           FORWARD-LOOKING STATEMENTS

         Some of the statements contained in this prospectus or incorporated by
reference into this prospectus are  "forward-looking  statements"  that involve
risks,  uncertainties  and  assumptions  with respect to Carnival  Corporation,
Carnival  plc  and  Carnival  Corporation  &  plc,  including  some  statements
concerning  the  transactions  described in this  prospectus,  future  results,
plans, goals and other events which have not yet occurred. These statements are
intended to qualify for the safe harbors from liability provided by Section 27A
of the  Securities  Act and Section 21E of the Exchange Act. You can find many,
but not all,  of these  statements  by looking  for words like  "will,"  "may,"
"believes," "expects," "anticipates,"  "forecast," "future," "intends," "plans"
and "estimates" and for similar expressions.

         Because  forward-looking  statements  involve risks and uncertainties,
there are many factors  that could cause  Carnival  Corporation  & plc's actual
results,  performance or achievements to differ materially from those expressed
or  implied  in  this  prospectus.  Forward-looking  statements  include  those
statements  which may impact the  forecasting  of Carnival  Corporation & plc's
earnings per share,  net revenue yields,  booking levels,  pricing,  occupancy,
operating,  financing and/or tax costs,  fuel costs,  costs per available lower
berth days, estimates of ship depreciable lives and/or residual values, outlook
or  business  prospects.  These  factors  include,  but are not  limited to the
following:

         o      risks   associated  with  the  DLC  structure,   including  the
                uncertainity of its tax status;

         o      general  economic  and  business  conditions  which may  impact
                levels of  disposable  income of consumers  and the net revenue
                yields for the cruise brands of Carnival Corporation & plc;

         o      conditions in the cruise and  land-based  vacation  industries,
                including  competition  from other  cruise ship  operators  and
                providers  of other  vacation  alternatives  and  increases  in
                capacity  offered  by  cruise  ship  and  land-based   vacation
                alternatives;

         o      risks associated with operating internationally;

         o      the implementation of U.S. regulations  requiring U.S. citizens
                to obtain  passports for travel to or from  additional  foreign
                destinations;

         o      the  international   political  and  economic  climate,   armed
                conflicts,  terrorist attacks and threats thereof, availability
                of air service,  and other world  events and adverse  publicity
                and their impact on the demand for cruises;

         o      accidents and other  incidents  affecting  the health,  safety,
                security and vacation  satisfaction  of  passengers,  including
                machinery  and  equipment  failures,   which  could  cause  the
                alteration of itineraries or cancellation of a cruise or series
                of cruises and the impact of the spread of contagious diseases;

         o      changing consumer  preferences,  which may, among other things,
                adversely impact the demand for cruises;

         o      the  ability of Carnival  Corporation  & plc to  implement  its
                shipbuilding  programs and brand  strategies and to continue to
                expand its businesses worldwide;

         o      the ability of Carnival Corporation & plc to attract and retain
                qualified  shipboard  crew and  maintain  good  relations  with
                employee unions;

         o      the ability to obtain  financing on terms that are favorable or
                consistent with Carnival Corporation & plc's expectations;


                                       9


         o      the  impact  of  changes  in  operating  and  financing  costs,
                including  changes  in  foreign  currency  exchange  rates  and
                interest rates and fuel, food, payroll,  insurance and security
                costs;

         o      the impact of pending or threatened litigation;

         o      changes in the environmental, health, safety, security, tax and
                other regulatory regimes under which Carnival Corporation & plc
                operates;

         o      continued availability of attractive port destinations;

         o      the  ability  of  Carnival  Corporation  & plc to  successfully
                implement cost reduction plans;

         o      continuing  financial viability of Carnival Corporation & plc's
                travel agent distribution system and air service providers; and

         o      unusual  weather  patterns  or  natural   disasters,   such  as
                hurricanes and earthquakes.

         These risks and other risks are detailed in the section entitled "Risk
Factors" and in the SEC reports of Carnival  Corporation and Carnival plc. That
section  and  those  reports  contain  important  cautionary  statements  and a
discussion of many of the factors that could materially  affect the accuracy of
Carnival Corporation & plc's forward-looking statements and/or adversely affect
Carnival  Corporation & plc's  businesses,  results of operations and financial
position.  Such  statements and factors are  incorporated in this prospectus by
reference.

         Forward-looking  statements  should not be relied upon as a prediction
of actual results.  Subject to any continuing  obligations under applicable law
or any relevant listing rules,  Carnival  Corporation & plc expressly disclaims
any obligation to disseminate,  after the date of this prospectus,  any updates
or revisions to any such  forward-looking  statements  to reflect any change in
expectations  or  events,   conditions  or  circumstances  on  which  any  such
statements are based.



                                      10


                                 USE OF PROCEEDS

              Unless  we  state   otherwise   in  the   applicable   prospectus
supplement,  we will  add our net  proceeds  from  the  sale of any  securities
offered by us under this prospectus to our working  capital.  The proceeds will
be available for general corporate purposes, which may include the repayment of
indebtedness,   the  financing  of  capital  commitments  and  possible  future
acquisitions  to  expand  our  business.  Pending  final  application,  the net
proceeds may be invested in marketable  securities,  including  certificates of
deposit and commercial paper.

              We will not receive any proceeds from the resale of securities by
selling securityholders under this prospectus or any supplement to it.

                       RATIO OF EARNINGS TO FIXED CHARGES

CARNIVAL CORPORATION & PLC

              The  following  table sets forth our ratio of  earnings  to fixed
charges on a historical basis for the periods  indicated.  Earnings include net
income, adjusted for income taxes, income/(loss) from affiliated operations and
dividends received, plus fixed charges and exclude capitalized interest.  Fixed
charges  include gross interest  expense,  amortization  of deferred  financing
expenses and an amount  equivalent to interest  included in rental charges.  We
have assumed that one-third of rental expense is representative of the interest
portion of rent expense.



                                                                        YEARS ENDED NOVEMBER 30,
                                                     --------------------------------------------------------------
                                                       2005          2004         2003          2002         2001
                                                     --------      --------     --------      --------     --------
                                                                                            
Ratio of earnings to fixed charges............         7.3x          6.7x         5.5x          6.9x         7.1x




                                      11


                         DESCRIPTION OF DEBT SECURITIES

              We may issue  from time to time  debt  securities  in one or more
series that will consist of either senior debt ("Senior  Debt  Securities")  or
subordinated debt ("Subordinated Debt Securities").  The Senior Debt Securities
will be  issued  under an  indenture  dated as of April,  25 2001 (the  "Senior
Indenture"),  between  us and  U.S.  Bank  National  Association  (the  "Senior
Trustee"), as Trustee. The Subordinated Debt Securities will be issued under an
indenture (the "Subordinated Indenture"),  between us and a trustee to be named
in the applicable prospectus supplement (the "Subordinated  Trustee"). The term
"Indenture"   refers  to  either  the  Senior  Indenture  or  the  Subordinated
Indenture,  as  appropriate,  the term  "Trustee"  refers to either  the Senior
Trustee  or the  Subordinated  Trustee,  as  appropriate,  and the  term  "Debt
Securities"  refers to the Senior Debt  Securities  and the  Subordinated  Debt
Securities.  Each  Indenture  will be  subject  to and  governed  by the  Trust
Indenture Act of 1939.

              The following  statements with respect to the Debt Securities are
not complete and are subject to the detailed provisions of the Senior Indenture
and the Subordinated Indenture. Forms of these agreements are filed as exhibits
to the Registration Statement.

              The particular terms of each series of Debt Securities (including
any additions or  modifications  to the general  terms of the Debt  Securities)
will be described in a prospectus  supplement  that will be filed with the SEC.
To review the terms of a particular  series of Debt Securities,  you must refer
to  both  the  prospectus  supplement  for  the  particular  series  and to the
description  of Debt  Securities  contained  in this  prospectus.  There may be
different  trustees for one or more different  series of Debt  Securities.  See
"--Trustee".

GENERAL

         The applicable  prospectus  supplement for a series of Debt Securities
to be issued will describe the following terms of the offered Debt Securities:

         o      the title;

         o      the aggregate principal amount;

         o      the percentage of their principal  amount at which they will be
                offered;

         o      the date or dates on which principal is payable;

         o      the interest rate or rates and/or the method of determining the
                interest rates;

         o      the dates from which interest,  if any, will accrue, the method
                of determining  those dates, and the dates on which interest is
                payable;

         o      the terms for redemption, extension or early repayment;

         o      the  denominations  in which the Debt Securities are authorized
                to be issued  (if  other  than  denominations  of $1,000 or any
                integral multiple thereof);

         o      the currency or currencies of payment of principal or interest;

         o      the provisions for a sinking fund, if any;

         o      if it is an amount other than the principal  amount of the Debt
                Securities,  the portion of the  principal  amount that will be
                payable if the maturity of the Debt  Securities  is declared to
                be accelerated;

         o      any other restrictive covenants included for the benefit of the
                holders of the Debt Securities;


                                      12


         o      the events of default;

         o      whether the Debt  Securities are issuable as a global  security
                or Securities;

         o      the applicable tax consequences related to the Debt Securities;

         o      the  terms  and  conditions,  if  any,  under  which  the  Debt
                Securities  may be converted  into or exchanged  for our common
                stock or other securities;

         o      the applicability of the provisions described in "--Defeasance"
                below;

         o      any subordination  provisions applicable to the Debt Securities
                in  addition  to  or  different  than  those   described  under
                "--Subordination" below; and

         o      any other term or provision which is not inconsistent  with the
                Indenture.

              One  or  more  series  of  Debt  Securities  may  be  sold  at  a
substantial  discount below their stated principal amount,  bearing no interest
or interest at a rate which at the time of issuance is below market rates.  Any
applicable Federal income tax consequences and special  considerations  will be
described in the applicable prospectus supplement.

              Except  as  otherwise   stated  in  the   applicable   prospectus
supplement,  principal,  premium, if any, and interest, if any, will be payable
at an office  or agency to be  maintained  by us,  except  that at our  option,
interest may be paid by a check mailed to the person entitled to it.

              The Debt Securities will be issued only in fully  registered form
without  coupons and may be presented for  registration of transfer or exchange
at the corporate  trust office of the Trustee.  No service  charge will be made
for any transfer or exchange of the Debt Securities, but we may require payment
of a sum to cover  any tax or other  governmental  charge  that must be paid in
connection  with the transfer or exchange.  Not all Debt  Securities of any one
series  need be issued at the same time,  and,  unless  otherwise  provided,  a
series may be reopened for  issuances of  additional  Debt  Securities  of that
series.

              The Indenture  does not contain any covenants or provisions  that
are specifically  intended to give holders of the Debt Securities protection if
we undertake a highly leveraged transaction. With respect to any series of Debt
Securities, the existence or non-existence of such covenants or provisions will
be disclosed in the applicable prospectus supplement.

              Neither  Panamanian  law nor our  Articles  of  Incorporation  or
By-laws  limit  the  right of  non-resident  or  foreign  owners  to hold  Debt
Securities. While no tax treaty currently exists between the Republic of Panama
and the U.S., we believe that under current law interest payments to holders of
our Debt  Securities are not subject to taxation under the laws of the Republic
of Panama.

BOOK-ENTRY SYSTEM

              The Debt  Securities of a series may be issued in the form of one
or more  global  securities  that  will be  deposited  with a  depository  (the
"Depository") or with a nominee for the Depository identified in the applicable
prospectus supplement,  and will be registered in the name of the Depository or
a nominee of it. In such a case one or more global securities will be issued in
a  denomination  or aggregate  denominations  equal to the aggregate  principal
amount of all the Debt Securities of the series to be represented by the global
security or  securities.  Unless and until it is  exchanged in whole or in part
for Debt Securities in definitive  certificated  form, a global security may be
transferred,  in  whole  but  not in  part,  only  to  another  nominee  of the
Depository  for that  series,  or to a  successor  Depository  for that  series
selected or approved by us, or to a nominee of that successor Depository.

              The specific depository arrangement with respect to any series of
Debt Securities to be represented by a global security will be described in the
applicable prospectus supplement.


                                      13


PAYMENT OF ADDITIONAL AMOUNTS

              We will agree  that any  amounts  payable on the Debt  Securities
will be paid  without  deduction  or  withholding  for any and all  future  and
present taxes, levies, imposts or other governmental charges imposed, assessed,
levied or  collected  by or for the account of the Republic of Panama or any of
its political  subdivisions  or taxing  authorities or by or for the account of
the  jurisdiction  of  incorporation  (other  than  the  U.S.)  of a  successor
corporation  to us, to the extent that such taxes first become  applicable as a
result of the successor corporation becoming the obligor on the Debt Securities
("Panamanian   Taxes").  In  addition,  if  deduction  or  withholding  of  any
Panamanian  Taxes is ever  required  by the  Republic  of  Panama or any of its
political   subdivisions  or  taxing   authorities  (or  the   jurisdiction  of
incorporation (other than the U.S.) of a successor  corporation to us), we will
(if the holders or  beneficial  owners of the relevant Debt  Securities  comply
with any  relevant  administrative  requirements)  pay any  additional  amounts
("Additional  Amounts") required to make the net amounts paid to the holders of
the Debt  Securities  or the Trustee under the  Indenture,  as the case may be,
after  such  deduction  or  withholding,  equal to the  amounts  of  principal,
premium, if any, interest,  if any, and sinking fund or analogous payments,  if
any, to which those holders or the Trustee are entitled. We are not required to
pay Additional Amounts in respect of the following Taxes ("Excluded Taxes"):

         o      any  present or future  Panamanian  Taxes  which would not have
                been so imposed, assessed, levied or collected if the holder or
                beneficial  owner of the relevant Debt Security were not or had
                not been a domiciliary, national or resident of, or engaging or
                having  been  engaged  in  business  or  maintaining  or having
                maintained  a permanent  establishment  or being or having been
                physically   present  in,  the   Republic  of  Panama  (or  the
                jurisdiction of incorporation of a successor corporation to us)
                or any  such  political  subdivision  of such  jurisdiction  or
                otherwise  having or having had some  connection  with any such
                jurisdiction  other than holding or owning a Debt Security,  or
                collecting   principal  and  interest,   if  any,  on,  or  the
                enforcement of, a Debt Security;

         o      any  present or future  Panamanian  Taxes  which would not have
                been so imposed, assessed, levied or collected but for the fact
                that,  where  presentation  is  required,   the  relevant  Debt
                Security was presented more than thirty days after the date the
                payment became due or was provided for, whichever is later; or

         o      any  present or future  Panamanian  Taxes  which would not have
                been so  imposed,  assessed,  levied or  collected  but for the
                failure to comply  with any  certification,  identification  or
                other  reporting   requirements   concerning  the  nationality,
                residence,  identity or connection  with the Republic of Panama
                (or  the   jurisdiction   of   incorporation   of  a  successor
                corporation to us) or any of its political  subdivisions of the
                holder or beneficial  owner of the relevant Debt  Security,  if
                compliance is required by statute or by rules or regulations of
                any such  jurisdiction  as a condition  to relief or  exemption
                from Panamanian Taxes.

              We or any successor to us, as the case may be, will indemnify and
hold  harmless  each holder of the Debt  Securities  and upon  written  request
reimburse each holder for the amount of:

         o      any  Panamanian  Taxes levied or imposed and paid by the holder
                of the Debt Securities  (other than Excluded Taxes) as a result
                of payments made with respect to the Debt Securities;

         o      any  liability  (including  penalties,  interest and  expenses)
                arising from or in  connection  with the levying or imposing of
                any Panamanian Taxes; and

         o      any Panamanian  Taxes levied or imposed with respect to payment
                of  Additional  Amounts or any  reimbursement  pursuant to this
                list.

         We or our successor, as the case may be, will also:

         o      make such withholding or deduction; and

         o      remit the full amount  deducted or  withheld,  to the  relevant
                authority in accordance with applicable law.


                                      14


         We or any  successor  to us,  as the case  may be,  will  furnish  the
Trustee  within 30 days after the date the payment of any  Panamanian  Taxes is
due,  certified  copies of tax  receipts  evidencing  the  payment by us or any
successor to us, as the case may be. The Trustee will forward copies of the tax
receipts to the holders of the Debt Securities.

         At least 30 days prior to each date on which any payment under or with
respect to the Debt  Securities is due and payable,  if we will be obligated to
pay Additional  Amounts with respect to those payments,  we will deliver to the
Trustee an  officers'  certificate  stating  that  Additional  Amounts  will be
payable,  stating the amounts that will be payable, and setting forth any other
information  necessary to enable the Trustee to pay the  Additional  Amounts to
holders of the Debt Securities on the payment date.

    REDEMPTION OR ASSUMPTION OF DEBT SECURITIES UNDER CERTAIN CIRCUMSTANCES

              Unless  otherwise  specified in the  prospectus  supplement  with
respect to any series of Debt Securities,  if as the result of any change in or
any amendment to the laws,  including any regulations and any applicable double
taxation  treaty  or  convention,  of  the  Republic  of  Panama  (or  non-U.S.
jurisdiction of incorporation  of a successor  corporation to us), or of any of
its political  subdivisions or taxing authorities  affecting  taxation,  or any
change  in an  application  or  interpretation  of those  laws,  which  change,
amendment,  application  or  interpretation  becomes  effective on or after the
original issuance date of the series (or, in certain  circumstances,  the later
date on  which  a  corporation  becomes  a  successor  corporation  to us),  we
determine based upon an opinion of independent  counsel of recognized  standing
that:

         o      we would be  required  to pay  Additional  Amounts  on the next
                succeeding date for the payment thereof, or

         o      any  taxes  would  be  imposed  (whether  by way of  deduction,
                withholding  or  otherwise)  by the  Republic of Panama (or the
                jurisdiction  of  incorporation  (other  than  the  U.S.)  of a
                successor  corporation  to  us)  or by  any  of  its  political
                subdivisions or taxing authorities, upon or with respect to any
                principal,  premium, if any, interest,  if any, or sinking fund
                or analogous payments, if any,


then we may, at our  option,  on giving not less than 30 nor more than 60 days'
irrevocable  notice,  redeem the series of Debt Securities in whole at any time
(other than Debt  Securities  of a series  having a variable  rate of interest,
which may be redeemed only on an interest  payment date) at a redemption  price
equal to 100% of the principal  amount plus accrued  interest to the date fixed
for redemption (other than outstanding original issue discount Debt Securities,
which may be redeemed at the  redemption  price  specified by the terms of each
series of such Debt Securities). No notice of redemption may be given more than
90 days prior to the  earliest  date on which we would be  obligated to pay the
Additional  Amounts or the tax would be imposed,  as the case may be. Also,  at
the time  that the  notice  of  redemption  is  given,  the  obligation  to pay
Additional Amounts or tax, as the case may be, must be in effect.


MERGER AND CONSOLIDATION

         We cannot  consolidate with or merge into any other person or transfer
or lease all or substantially all of our assets  subsantially as an entirety to
any person unless:

         o      after giving  effect to the  transaction,  no Event of Default,
                and no event which after  notice or lapse of time or both would
                become  an  Event  of  Default,  shall  have  occurred  and  be
                continuing;

         o      the successor or transferee entity, if other than us, expressly
                assumes by a supplemental  indenture  executed and delivered to
                the Trustee,  in form  reasonably  satisfactory to the Trustee,
                the due and punctual  payment of the  principal of, any premium
                on and and interest on, all the outstanding Debt Securities and
                the  performance  of  every  covenant  in the  Indenture  to be
                performed or observed by us and provides for conversion  rights
                in accordance with applicable provisions of the Indenture; and


                                      15


         o      we have delivered to the Trustee an officers'  certificate  and
                an  opinion  of  counsel,  each  in the  form  required  by the
                Indenture   and  stating  that  such   consolidation,   merger,
                conveyance or transfer and such  supplemental  indenture comply
                with the foregoing provisions relating to such transaction.

EVENTS OF DEFAULT AND NOTICE

         Unless  otherwise noted in an applicable  prospectus  supplement,  the
following  are "Events of Default"  in respect of a  particular  series of Debt
Securities:

         o      failure to pay interest  (including  Additional Amounts) for 30
                days after it is due;

         o      failure to pay the principal or premium, if any, when due;

         o      failure to make a sinking  fund  payment for five days after it
                becomes due;

         o      failure to perform any other  covenant  for 60 days after being
                given  written  notice of the  failure in  accordance  with the
                Indenture;

         o      failure to pay when due the principal of, or  acceleration  of,
                any  indebtedness  for  money  borrowed  by us in excess of $20
                million,  if  the  indebtedness  is  not  discharged,   or  the
                acceleration  is not  annulled,  within 30 days of us receiving
                written notice of the failure in accordance with the Indenture;

         o      certain events of bankruptcy, insolvency or reorganization; and

         o      any other  Event of Default,  as  indicated  in the  applicable
                prospectus supplement.

         If an Event of  Default  in  respect  of a  particular  series of Debt
Securities  outstanding  occurs and is  continuing,  either the  Trustee or the
holders of at least 25% in aggregate  principal  amount of the Debt  Securities
outstanding  of the series may  declare the  principal  amount (or, if the Debt
Securities  of the series are original  issue  discount  Debt  Securities,  the
portion of the principal amount as may be specified in the terms of the series)
of all of the Debt Securities of the series to be due and payable  immediately.
At any time after such a declaration of acceleration  has been made, but before
a judgment  or decree for the payment of money due upon  acceleration  has been
obtained  by the  Trustee,  the holders of a majority  in  aggregate  principal
amount  outstanding  of the Debt  Securities of the affected  series may, under
certain  circumstances,  rescind and annul the declaration and its consequences
if all Events of Default  relating to the Debt Securities of the series,  other
than  the   non-payment   of  principal  due  solely  by  the   declaration  of
acceleration, have been cured or waived as provided in the Indenture.

         The  Trustee  will,  within 90 days  after a default  in  respect of a
series of Debt Securities, give the holders of the series notice of all uncured
defaults known to it (the term "default"  includes the events  specified  above
without grace periods).  However,  except in the case of default in the payment
of the  principal  of, or  premium,  if any,  on or interest on any of the Debt
Securities  of the series,  or in the payment of any sinking  fund  installment
with  respect to the Debt  Securities  of the series,  the Trustee may withhold
such  notice and will not be liable to holders  for doing so, if the Trustee in
good faith  determines  that the withholding of such notice is in the interests
of the holders of the series.

         Pursuant to the terms of the Indenture,  we are required to furnish to
the  Trustee  within  120 days of the end of our  fiscal  year a  statement  of
certain of our officers  stating  whether or not to the best of their knowledge
we are in  default,  in  respect  of any  series  of  Debt  Securities,  in the
performance  and  observance  of the terms of the  Indenture  and, if we are in
default, specifying the default and the nature of it.

         The  Indenture  provides  that the holders of a majority in  aggregate
principal amount of all Debt Securities then outstanding of a particular series
will have the right to waive  certain  defaults  in respect of the series  and,
subject  to  certain  limitations,  to  direct  the time,  method  and place of
conducting  any  proceedings  for  any  remedy  available  to the  Trustee,  or
exercising any trust or power conferred on the Trustee.  The Indenture provides
that,  in case an Event of Default in  respect of a  particular  series of Debt


                                      16


Securities occurs (which is not cured or waived),  the Trustee will be required
to exercise such of its rights and powers under the  Indenture,  and to use the
degree of care and skill in their  exercise,  that a prudent man would exercise
or use in the conduct of his own  affairs.  Otherwise,  the  Trustee  need only
perform such duties as are specifically set forth in the Indenture.  Subject to
those  provisions,  the Trustee will be under no  obligation to exercise any of
its rights or powers  under the  Indenture at the request of any of the holders
of the series  unless they have offered to the Trustee  reasonable  security or
indemnity.

         No holder  of any  series  of Debt  Securities  will have any right to
institute any proceeding  with respect to the Indenture or for any remedy under
it, unless the holder has previously  given to the Trustee  written notice of a
continuing Event of Default and unless the holders of at least 25% in aggregate
principal  amount of the  outstanding  Debt  Securities of the series have made
written request, and offered reasonable indemnity,  to the Trustee to institute
such a proceeding as trustee.  In addition,  the Trustee must not have received
from the holders of a majority in aggregate principal amount of the outstanding
Debt  Securities  of the series a direction  inconsistent  with the request and
have  failed  to  institute  the  proceeding  within  60  days.  However,  such
limitations  do not apply to a suit  instituted  by a holder of a Debt Security
for enforcement of payment of the principal of and premium, if any, or interest
on the Debt Security on or after the respective due dates expressed in the Debt
Security.

         The Events of Default may be modified with respect to a series of Debt
Securities. Any such modification will be described in a prospectus supplement.

MODIFICATION OF THE INDENTURE

         With certain exceptions,  we may modify the Indenture,  our rights and
obligations,  and the rights of the holders of a  particular  series,  with the
consent of the holders of at least a majority in aggregate  principal amount of
the outstanding Debt Securities of that series. However, without the consent of
each affected holder of each Debt Security of a series,  no modification may be
made which would:

         o      change the stated maturity of the principal or premium, if any,
                of a Debt Security in the series;

         o      change  the  stated   maturity  of  the   interest   (including
                Additional Amounts) on any Debt Security in the series;

         o      reduce the principal amount of a Debt Security in the series;

         o      reduce the interest rate on any Debt Security in the series; or

         o      reduce the amount of  principal of an original  issue  discount
                Debt  Security  that is payable  upon the  acceleration  of the
                maturity of the Security.

         In addition,  the consent of the holders of all then  outstanding Debt
Securities  of the series is  required to reduce the  percentage  of holders of
Debt Securities  whose consent is required to modify the Indenture or adversely
affect the right of holders of Debt  Securities  to convert any  Securities  as
provided  in a  supplemental  indenture,  or  adversely  affect  our  right  to
repurchase any Debt Securities as provided in any supplemental indenture.

DEFEASANCE

         An applicable supplemental indenture may allow us to elect either:

         (1)    to defease and be discharged from any and all obligations  with
                respect to the Debt  Securities  of any series  pursuant to the
                supplemental  indenture,  except  for  the  obligation  to  pay
                Additional Amounts and certain other obligations, or

         (2)    to be released  from our  obligations  with respect to the Debt
                Securities   under   certain   sections  of  the  Indenture  or
                supplemental indenture or certain Events of Default.


                                      17


         In order to exercise either  defeasance  option,  we must  irrevocably
deposit  with  the  applicable  Trustee,  in  trust,  money or  certain  direct
qualifying  obligations of the U.S. or an agency or instrumentality of the U.S.
which,  in  either  case,  are  not  callable  at the  issuer's  option  ("U.S.
Government  Obligations") or certain  depositary  receipts for U.S.  Government
Obligations  that  through the payment of interest  and  principal on them will
provide  sufficient money to pay all the principal of and premium,  if any, and
any  interest  on,  the Debt  Securities  on the  dates the  payments  are due.
Defeasance may be effected only if, among other things:

         o      no Event of Default or event which with the giving of notice or
                lapse of time, or both,  would become an Event of Default under
                the applicable  Indenture has occurred and is continuing on the
                date of the deposit;

         o      in the event of  defeasance  under  clause (1)  above,  we have
                delivered an opinion of counsel,  stating that we have received
                from,  or there has been  published  by, the  Internal  Revenue
                Service  a  ruling,   or  since  the  date  of  the  applicable
                supplemental  indenture  there has been a change in  applicable
                federal law,  holding  that the holders of the Debt  Securities
                will not  recognize  gain or loss for U.S.  federal  income tax
                purposes as a result of the deposit or defeasance,  and will be
                subject to U.S. federal income tax in the same manner as if the
                defeasance had not occurred; and

         o      in the event of  defeasance  under  clause (2)  above,  we have
                delivered an opinion of counsel to the effect that, among other
                things,  the holders of the Debt  Securities will not recognize
                gain or loss for U.S.  federal  income tax purposes as a result
                of the  deposit  or  defeasance  and  will be  subject  to U.S.
                federal  income tax in the same manner as if the defeasance had
                not occurred.

         If we  fail  to  comply  with  our  remaining  obligations  under  the
applicable  Indenture  or  supplemental  indenture  after a  defeasance  of the
Indenture  and  supplemental  indenture  with  respect  to Debt  Securities  as
described under clause (2) above,  and the Debt Securities are declared due and
payable  because of the  occurrence  of any  undefeased  Event of Default,  the
amount of money and U.S.  Government  Obligations  on deposit  with the Trustee
might  be insufficient to pay amounts due on the Debt Securities of the  series
at the time of the acceleration  resulting from the Event of Default.  However,
we will remain liable in respect of the payments.

SUBORDINATION

         If our  assets  are  distributed  upon our  dissolution,  winding  up,
liquidation or reorganization, the payment of the principal of (and premium, if
any), and interest on, the Subordinated  Debt Securities will be paid after, to
the  extent  provided  in  the   Subordinated   Indenture  and  the  applicable
supplemental  indenture,  all senior  indebtedness  is paid in full,  including
Senior Debt  Securities.  Nevertheless,  our  obligation to pay principal  (and
premium,  if any) or  interest on the  Subordinated  Debt  Securities  will not
otherwise  be affected.  We may not pay any  principal  (or  premium,  if any),
sinking fund or interest on the  Subordinated  Debt  Securities  when we are in
default in the payment of principal,  premium, if any, sinking fund or interest
on senior indebtedness. If, while we are in default on senior indebtedness, any
payment  is  received  by  the  Subordinated  Trustee  under  the  Subordinated
Indenture or the holders of any of the Subordinated  Debt Securities  before we
have paid all senior  indebtedness  in full, the payment or  distribution  must
either be paid over to the holders of the unpaid senior indebtedness or applied
to the  repayment  of the unpaid  senior  indebtedness.  Until we have paid the
senior  indebtedness in full, the holders of the  Subordinated  Debt Securities
will be subrogated to the rights of the holders of our senior  indebtedness  to
the extent that payments are made to the holders of senior  indebtedness out of
the distributive share of the Subordinated Debt Securities.

         Because of the way in which the subordination  provisions  operate, if
our assets are distributed  upon insolvency,  certain of our general  creditors
may recover more,  ratably,  than holders of Subordinated Debt Securities.  The
Subordinated Indenture or applicable  supplemental indenture may state that its
subordination  provisions  will not apply to money and securities held in trust
under the satisfaction and discharge,  and the legal defeasance,  provisions of
the Subordinated Indenture.

         If this  prospectus is being delivered in connection with the offering
of a series  of  Subordinated  Debt  Securities,  the  accompanying  prospectus
supplement or the information incorporated by reference in it will describe the
approximate amount of senior indebtedness outstanding as of a recent date.


                                      18


CONVERSION RIGHTS

         The terms and  conditions,  if any,  on which  Debt  Securities  being
offered are  convertible  into our common stock or other of our securities will
be set forth in an applicable prospectus supplement.  The terms to be described
will include the  conversion  price,  the conversion  period,  provisions as to
whether  conversion  will be at the  option  of the  holder or us,  the  events
requiring  an  adjustment  of the  conversion  price and  provisions  affecting
conversion in the event that the Debt Securities are redeemed.

TRUSTEE

         The  Trustee  may  resign or be  removed  with  respect to one or more
series of Debt Securities, and a successor Trustee may be appointed to act with
respect  to that or those  series.  In the  event  that  there  are two or more
persons acting as Trustee with respect to different  series of Debt Securities,
each Trustee will be a trustee of a trust or trusts  under the  Indenture  that
are  separate  and apart  from the trust or  trusts  administered  by any other
Trustee,  and any action permitted or required to be taken by the "Trustee" may
be taken by each  successor  Trustee with respect to, and only with respect to,
the one or more series of Debt Securities for which that successor is acting as
Trustee.

GOVERNING LAW

         The Debt  Securities  and the  Indenture  are  governed by and will be
construed in accordance with the laws of the State of New York.



                                      19


                    DESCRIPTION OF THE CARNIVAL PLC GUARANTEE

         Carnival plc is guaranteeing  our monetary  obligations  under some or
all of the Debt Securities on an unsecured and unsubordinated  basis.  Carnival
plc's guarantee is being issued under its deed of guarantee, which Carnival plc
and we executed at the closing of the DLC transaction on April 17, 2003. At the
closing of the DLC  transaction,  Carnival plc and we also  executed a separate
deed of  guarantee  reciprocal  to Carnival  plc's,  under which we  guaranteed
specified  obligations  of  Carnival  plc  owed  to  creditors.  The  following
description  is a summary of the material  provisions of Carnival plc's deed of
guarantee.  The summary is not complete and may not cover  information that you
may find important.  Accordingly,  this summary is subject to, and qualified in
its entirety by reference to, the detailed provisions of Carnival plc's deed of
guarantee.  You should read Carnival  plc's deed of guarantee  carefully and in
its entirety  because it, and not this  description,  defines your rights under
the Carnival plc deed of guarantee.

FORM OF GUARANTEE

         The Carnival plc guarantee will be in uncertificated form.

OBLIGATIONS GUARANTEED

         Under  Carnival  plc's  deed of  guarantee,  Carnival  plc has  fully,
unconditionally and irrevocably undertaken and promised to us that Carnival plc
will, as a continuing  obligation,  make to the creditor to whom or to which it
is owed the proper and punctual  payment of each of the following  obligations,
following written demand on the relevant primary obligor,  if for any reason we
do not make such payment on the relevant due date:

         o      any  contractual  monetary  obligations  owed to our  creditors
                incurred  under an agreement  entered into since  completion of
                the DLC transaction;

         o      any contractual monetary obligations of other persons, referred
                to as  principal  debtors,  which  are  guaranteed  by  us  and
                incurred  under an agreement  entered into since  completion of
                the DLC transaction; and

         o      any other  obligation of any kind that may be agreed in writing
                between us and Carnival plc.


Carnival  plc's  deed of  guarantee  provides  that the  creditors  to whom our
obligations are owed are intended third party  beneficiaries  of Carnival plc's
deed of  guarantee.  Subject to  protective  procedures  for  existing  and new
beneficiaries  of Carnival  plc's  guarantee,  we and  Carnival plc may exclude
obligations  from coverage under Carnival plc's deed of guarantee by agreement,
as described below under "--Exclusions from the Guarantee." If a series of Debt
Securities is excluded from coverage  under  Carnival  plc's deed of guarantee,
the prospectus supplement relating to those Debt Securities will so state.

         Should any obligation not be recoverable from Carnival plc as a result
of the obligation becoming void, voidable or unenforceable against us, Carnival
plc also has agreed that it will, as sole,  original and  independent  obligor,
make payment on such  obligation by way of a full indemnity.  Unless  otherwise
provided in Carnival plc's deed of guarantee,  Carnival plc's  liabilities  and
obligations  under  Carnival  plc's  deed of  guarantee  will  remain  in force
notwithstanding  any act,  omission,  neglect,  event or matter which would not
affect or discharge our liabilities owed to the relevant  creditor,  including,
without limitation:

         o      anything which would have discharged Carnival plc, wholly or in
                part, but not us;

         o      anything which would have offered Carnival plc, but not us, any
                legal or equitable defense; and

         o      any  winding-up,   insolvency,   dissolution  and/or  analogous
                proceeding  of, or any  change  in  constitution  or  corporate
                identity  or loss of  corporate  identity  by,  us or any other
                person or entity.



                                      20


         In the event that  Carnival  plc is required  under the  Carnival  plc
guarantee to make a payment to a creditor,  we will reimburse  Carnival plc for
those payments.

EXCLUSIONS FROM THE GUARANTEE

         We and  Carnival  plc may, by  entering  into a  supplemental  deed of
guarantee and by giving the required notice, exclude from the scope of Carnival
plc's deed of  guarantee  obligations  of a  particular  type,  or a particular
obligation or obligations,  incurred after a specified date. The specified date
must be:

         o      in the case of obligations of a particular type, at least three
                months after the date on which notice of the relevant exclusion
                is given, or

         o      in the case of a particular obligation,  at least five business
                days,  or such  shorter  period as the  relevant  creditor  may
                agree,  after the date on which notice is given to the relevant
                creditor.


However,  no such agreement or exclusion shall be effective with respect to any
obligation  incurred before,  or arising out of, any credit or similar facility
available  for use at, the time at which the  relevant  agreement  or exclusion
becomes  effective.  Therefore,  under this provision we and Carnival plc would
not be able to exclude a series of Debt  Securities or the indenture  governing
such Debt  Securities  from the scope of Carnival plc's deed of guarantee after
the issuance of those Debt Securities  without the consent of the trustee under
the indenture and the requisite holders of the relevant Debt Securities.


NO DEFENSE, SET-OFF AND COUNTERCLAIM

         In  respect of any claim  against  Carnival  plc by a  creditor  under
Carnival plc's deed of guarantee, Carnival plc will not have available to it:

         o      by way of defense or set-off, any matter that arises from or in
                connection  with Carnival  plc's deed of  guarantee,  and which
                would have been  available to Carnival plc by way of defense or
                set-off if the proceedings  had been brought  against  Carnival
                plc by us,

         o      by way of defense or  set-off,  any matter that would have been
                available to Carnival plc by way of defense or set-off  against
                a creditor if the creditor  had been a party to Carnival  plc's
                deed of guarantee, or

         o      by way of  counterclaim  any matter not arising  from  Carnival
                plc's  deed of  guarantee  that would  have been  available  to
                Carnival plc by way of  counterclaim  against a creditor if the
                creditor had been a party to Carnival plc's deed of guarantee.

GOVERNING LAW AND JURISDICTION

         Carnival  plc's  deed  of  guarantee  is  governed  and  construed  in
accordance with the laws of the Isle of Man. All actions or proceedings arising
out  of or in  connection  with  Carnival  plc's  deed  of  guarantee  must  be
exclusively  brought in courts in England.  In  addition,  the  issuance of the
Carnival plc guarantee will not affect the governing law of any Debt Securities
guaranteed,  which will continue to be governed by the laws of the State of New
York. It is therefore  likely that the governing  law and the  jurisdiction  in
which actions may be brought in respect of the Carnival plc  guarantee  will be
different from those for the Debt Securities. See "Risk Factors--Risks Relating
to the  Guarantees--Carnival  plc's  guarantee  is  governed  by the  laws of a
foreign jurisdiction, and an action to enforce either guarantee must be brought
in the courts of England."

TERMINATION

         No  termination  of Carnival plc's deed of guarantee will be effective
with respect to any obligation under Carnival plc's deed of guarantee  incurred
before, or arising out of, any credit or similar facility available for use at,
the time at which  the  termination  becomes  effective.  Therefore,  after the


                                      21


issuance of a series of Debt Securities made subject to the Carnival plc's deed
of guarantee,  the  termination  provisions  described  below will not apply to
those Debt  Securities  without the consent of the trustee  under the indenture
and the requisite holders of those Debt Securities.

         Subject to that  limitation,  Carnival  plc's deed of  guarantee  will
terminate:

         o      automatically  upon the  termination or the  discontinuance  of
                effectiveness  of the  Equalization  and Governance  Agreement,
                which was entered into by us and Carnival plc at the closing of
                the DLC transaction and is the primary agreement  governing the
                ongoing  relationship  between  us and  Carnival  plc as a dual
                listed company operating as a single economic entity,

         o      automatically   upon  the  termination  or   discontinuance  of
                effectiveness of our deed of guarantee, or

         o      on such  future  date as Carnival  plc may  determine  with the
                giving of three months' notice following our consenting to such
                termination,  although  our  consent  shall not be  required if
                prior to the date of such notice a  resolution  is passed or an
                order is made for the liquidation of us.

AMENDMENT

         We and  Carnival  plc may amend  Carnival  plc's deed of  guarantee by
entering into a supplemental deed. However, no amendment of Carnival plc's deed
of guarantee will be effective  with respect to any  obligation  under Carnival
plc's deed of  guarantee  incurred  before,  or  arising  out of, any credit or
similar facility  available for use at, the time at which the amendment becomes
effective. Therefore, after the issuance of a series of Debt Securities subject
to Carnival  plc's deed of guarantee,  no such  amendment may become  effective
with respect to such Debt Securities without the consent of the trustee and the
requisite holders of those Debt Securities.




                                      22


                             DESCRIPTION OF WARRANTS

         We may issue Warrants for the purchase of our common stock,  preferred
stock or Debt  Securities,  Warrants to purchase or sell debt  securities of or
guaranteed by the U.S. ("Government Debt Securities"),  Warrants to purchase or
sell  foreign  currencies,  currency  units  or units  of a  currency  index or
currency basket, Warrants to purchase or sell units of a stock index or a stock
basket and  Warrants  to purchase  or sell a  commodity  or a commodity  index.
Warrants may be issued independently or together with any Securities offered by
any  prospectus  supplement  and may be  attached  to or  separate  from  those
Securities.  The Warrants will be settled either through  physical  delivery or
through payment of a cash settlement  value as described in this prospectus and
in any  applicable  prospectus  supplement.  The Warrants  will be issued under
warrant agreements (each a "Warrant  Agreement") to be entered into with a bank
or trust company,  as warrant agent (the "Warrant Agent"),  all as set forth in
the relevant  prospectus  supplement.  The Warrant Agent will act solely as our
agent in  connection  with the  Warrant  certificates  and will not  assume any
obligation  or  relationship  of  agency or trust  for or with any  holders  of
Warrant certificates or beneficial owners of Warrants.  The following summaries
of certain  provisions  of the forms of Warrant  Agreement are not complete and
are qualified by reference to the provisions of the forms of Warrant  Agreement
(including the forms of Warrant certificates), copies of which will be filed as
exhibits to the  Registration  Statement (or incorporated by reference into the
Registration Statement).

         The particular  terms of any Warrants  (including any  modification or
additions  to the  general  terms  of the  Warrants)  will  be  described  in a
prospectus  supplement  that will be filed with the SEC. To review the terms of
any  particular  Warrants,  you must  refer to both the  prospectus  supplement
relating  to such  Warrants  and to the  description  of the  Warrants  in this
prospectus.

GENERAL

         A  prospectus  supplement  will  describe the  following  terms of any
Warrants (to the extent such terms are applicable to the Warrants):

         o      their title;

         o      their aggregate number;

         o      whether the Warrants are for the purchase or sale of our common
                stock,  preferred  stock,  Debt  Securities,   Government  Debt
                Securities,  currencies,  currency units, composite currencies,
                currency  indices or currency  baskets,  stock  indices,  stock
                baskets,  commodities,  commodity indices or any other index or
                reference as described in the prospectus supplement;

         o      their price or prices;

         o      the currency or currencies,  including composite  currencies or
                currency  units,  in which  the  price of the  Warrants  may be
                payable;

         o      the date,  if any,  on and after  which  the  Warrants  and the
                related common stock,  preferred stock, or Debt Securities will
                be separately transferable;

         o      the date on which  the right to  exercise  the  Warrants  shall
                commence, and the date on which the right shall expire;

         o      the  maximum or  minimum  number of the  Warrants  which may be
                exercised at any time;

         o      a discussion of material federal income tax considerations,  if
                any;

         o      the terms,  procedures and limitations relating to the exercise
                of the Warrants; and


                                      23


         o      any other terms of the Warrants,  including any terms which may
                be required or advisable under U.S. laws or regulations.

         If the Warrants are to purchase common stock or preferred  stock,  the
prospectus  supplement will also describe the purchase price for the underlying
common stock or preferred stock.

         If the  Warrants  are to  purchase  Debt  Securities,  the  prospectus
supplement will also describe:

         o      the designation, aggregate principal amount, currency, currency
                unit, composite currency or currency basket of denomination and
                other terms of the Debt Securities purchasable upon exercise of
                the Warrants;

         o      the designation and terms of the Debt Securities with which the
                Warrants are issued and the number of Warrants issued with each
                such Debt Security;

         o      the date on and after which the  Warrants  and the related Debt
                Securities will be separately transferable, if any; and

         o      the  principal  amount  of  Debt  Securities  purchasable  upon
                exercise of each  Warrant and the price at which and  currency,
                currency unit,  composite  currency or currency basket in which
                the principal  amount of Debt  Securities may be purchased upon
                exercise.

         If the Warrants are to purchase or sell  Government Debt Securities or
a foreign  currency,  currency  unit,  composite  currency,  currency  index or
currency basket, the Warrants will be listed on a national  securities exchange
and the prospectus  supplement  will describe the amount and designation of the
Government  Debt  Securities or currency,  currency unit,  composite  currency,
currency index or currency basket, as the case may be, subject to each Warrant,
whether the Warrants are to purchase or sell the  Government  Debt  Securities,
foreign currency, currency unit, composite currency, currency index or currency
basket,  whether the Warrants  provide for cash  settlement  or delivery of the
Government  Debt  Securities  or foreign  currency,  currency  unit,  composite
currency,  currency index or currency  basket upon  exercise,  and the national
securities exchange on which the Warrants will be listed.

         If the  Warrants  are to  purchase  or sell a stock  index  or a stock
basket,  the Warrants will provide for payment of an amount in cash  determined
by  reference to increases or decreases in that stock index or stock basket and
will be listed on a national securities exchange, and the prospectus supplement
will describe the terms of the  Warrants,  whether the Warrants are to purchase
or sell the  stock  index or stock  basket,  the  stock  index or stock  basket
covered by the Warrants and the market to which the stock index or stock basket
relates,  whether the Warrants are to purchase or sell the stock index or stock
basket and the  national  securities  exchange  on which the  Warrants  will be
listed.

         If the  Warrants  are to  purchase or sell a  commodity  or  commodity
index,  the  Warrants  will  provide  for cash  settlement  or  delivery of the
particular  commodity  or  commodities,  and the  Warrants  will be listed on a
national securities exchange. The prospectus supplement will describe the terms
of the  Warrants,  the  commodity or commodity  index  covered by the Warrants,
whether the Warrants are to purchase or sell the commodity or commodity  index,
whether the Warrants  provide for cash  settlement or delivery of the commodity
or commodity  index,  the market,  if any, to which the  commodity or commodity
index relates and the national  securities  exchange on which the Warrants will
be listed.

         Warrant  certificates may be exchanged for new Warrant certificates of
different denominations, may be presented for registration of transfer, and may
be exercised at the  corporate  trust office of the Warrant  Agent or any other
office  indicated in the  prospectus  supplement.  Warrants to purchase or sell
Government  Debt  Securities or a foreign  currency,  currency unit,  composite
currency,  currency  index or currency  basket,  and Warrants to purchase stock
indices or stock baskets or commodities or commodity indices,  may be issued in
the form of a single global warrant certificate,  registered in the name of the
nominee of the  depository of the  Warrants,  or may initially be issued in the
form of definitive certificates that may be exchanged, on a fixed date, or on a
date or dates we select,  for  interests in a global  warrant  certificate,  as
described in the applicable prospectus supplement.


                                      24


         Prior to the  exercise  of their  Warrants,  holders  of  Warrants  to
purchase common stock,  preferred stock or Debt  Securities  will,  until their
Warrants  are  exercised,  not  have  any of the  rights  of  holders  of  such
Securities.

EXERCISE OF WARRANTS

         Each  Warrant will entitle the holder to purchase the amount of common
stock,  preferred stock or Debt  Securities,  or purchase or sell the amount of
Government Debt Securities, or the amount of currency, currency unit, composite
currency,  currency  index or currency  basket,  stock  index or stock  basket,
commodity or  commodities,  at the exercise  price,  or receive the  settlement
value in  respect  of that  amount of  Government  Debt  Securities,  currency,
currency unit,  composite  currency,  currency index or currency basket,  stock
index or stock basket,  commodity or commodity  index, as shall in each case be
set forth in or calculable  from,  the applicable  prospectus  supplement or as
otherwise described in the prospectus supplement.  Warrants may be exercised on
the  date  set  forth  in the  applicable  prospectus  supplement  or as may be
otherwise described in such prospectus supplement.  After that date (or a later
date declared by us), unexercised Warrants will become void.

         Subject to any  restrictions and additional  requirements  that may be
set forth in the applicable prospectus supplement, Warrants may be exercised by
delivering to the Warrant Agent the Warrant certificate  properly completed and
duly  executed and of payment as provided in the  prospectus  supplement of the
amount  required  to  purchase  the  common  stock,  preferred  stock  or  Debt
Securities,  or (except in the case of Warrants  providing for cash settlement)
payment for or delivery of the Government Debt Securities or currency, currency
unit, composite currency,  currency index,  currency basket, stock index, stock
basket,  commodity or commodities  index purchased or sold upon exercise of the
Warrants.  Warrants  will be deemed to have been  exercised  upon  receipt of a
Warrant certificate and the required payment,  if applicable,  at the corporate
trust  office  of the  Warrant  Agent  or any  other  office  indicated  in the
prospectus supplement.  We will, as soon as practicable  thereafter,  issue and
deliver the Debt Securities purchasable upon such exercise, or purchase or sell
such Government Debt Securities or currency, currency unit, composite currency,
currency index or currency  basket,  stock index or stock basket,  commodity or
commodities,  or pay the settlement value in respect of such Warrants. If fewer
than all of the Warrants represented by a Warrant certificate are exercised,  a
new  Warrant  certificate  will be  issued  for  the  remaining  amount  of the
Warrants.



                                      25


                          DESCRIPTION OF CAPITAL STOCK

                                     GENERAL

         The  following is a description  of the material  terms of our capital
stock. Because it is a summary,  the following  description is not complete and
is subject to and  qualified in its entirety by reference to our third  amended
and restated articles of incorporation,  or articles,  our amended and restated
by-laws, or by-laws, and the other agreements  specifically  referenced in this
section.

         Our authorized  capital stock  consists of  2,000,000,000  shares,  of
which  1,959,999,998  are  shares of common  stock,  40,000,000  are  shares of
preferred stock, one share is a special voting stock and one share is a special
stock. As of February 28, 2006, there were 639,774,163  shares of common stock,
no shares of preferred  stock,  one share of special voting stock and one share
of special stock  outstanding.  The one share of special voting stock, which we
refer to in this  prospectus as the special voting share,  and the one share of
special stock, which we refer to in this prospectus as the equalization  share,
were issued in  connection  with the DLC  transaction,  which was  completed on
April 17, 2003. See "--Special Voting Share" and "--Equalization Share."

         Our common  stock and the trust shares of  beneficial  interest in the
P&O Princess  Special Voting Trust,  including the  beneficial  interest in the
Carnival plc special  voting share,  are listed and trade  together on the NYSE
under the ticker symbol "CCL."

                                  COMMON STOCK

VOTING RIGHTS

         At any  meeting of  shareholders,  all  matters,  except as  otherwise
expressly  provided by  Panamanian  law and our  articles or our  by-laws,  are
decided by a majority of the votes cast by all  shareholders  entitled to vote,
including, where applicable, the Carnival Corporation Special Voting Entity, as
described  below,  who are  present in person or by proxy at such  meeting.  In
connection  with  the  DLC  transaction,   special  voting   arrangements  were
implemented  so that our  shareholders  and Carnival  plc's  shareholders  vote
together  as a  single  decision-making  body  on all  actions  submitted  to a
shareholder  vote other than matters  designated as "class  rights  actions" or
resolutions on procedural or technical matters.

         These are called JOINT ELECTORATE ACTIONS and include:

         o      the appointment,  removal or re-election of any director of us,
                Carnival plc or both;

         o      if  required by law,  the receipt or adoption of the  financial
                statements of us or Carnival plc or the annual accounts of both
                companies;

         o      the appointment or removal of the auditors of either company;

         o      a change of name by Carnival plc or us, or both; or

         o      the implementation of a mandatory exchange based on a change in
                tax laws, rules or regulations.

         The relative  voting  rights of the Carnival plc shares and our shares
are determined by the  equalization  ratio.  Based on the current  equalization
ratio of 1:1, each of our shares has the same voting rights as one Carnival plc
share on joint electorate actions.

         A  change  in  the   equalization   ratio   resulting   from  a  share
reorganization  or  otherwise  would only affect  voting  rights on a per share
basis. In the aggregate,  such a change would not affect the relative weighting
between our shareholders and the shareholders of Carnival plc.


                                      26


         In the case of class rights actions,  the company wishing to carry out
the class rights action would  require the prior  approval of  shareholders  of
both  companies,  each voting  separately as a class. If shareholders of either
company do not approve the action, it generally will fail.

         CLASS RIGHTS ACTIONS include:

         o      the  voluntary  liquidation,  dissolution  or  winding  up,  or
                equivalent, of either company for which shareholder approval is
                required,  other  than  as  part  of a  voluntary  liquidation,
                dissolution or winding up, or equivalent,  of both companies at
                or about the same time  provided that such  liquidation  is not
                for the purpose of reconstituting  all or a substantial part of
                the  business  of the two  companies  in one or more  successor
                entities;

         o      the  sale,  lease,  exchange  or  other  disposition  of all or
                substantially  all of the assets of either company other than a
                bona fide commercial  transaction  for valid business  purposes
                and at fair  market  value  and not as part of a  proposal  the
                primary  purpose  of which  is to  collapse  or  unify  the DLC
                structure;

         o      an  adjustment  to  the  equalization   ratio,  other  than  in
                accordance  with  the  Equalization  and  Governance  Agreement
                entered into by us and Carnival plc on April 17, 2003;

         o      any  amendment,  removal or alteration of any of the provisions
                of Carnival plc's articles of association  and our articles and
                by-laws which  entrench  specified  core  provisions of the DLC
                structure;

         o      any amendment or termination of the principal  agreements under
                which the DLC structure is implemented,  except where otherwise
                specifically provided in the relevant agreement;

         o      any  amendment  to,  removal  or  alteration  of the  effect of
                certain tax-related provisions of our articles of incorporation
                that would be reasonably likely to cause a mandatory  exchange;
                and

         o      anything  which the boards of both  companies  agree  should be
                approved as a class rights action.

         No  resolution  to approve a class rights  action or joint  electorate
action will be approved unless a parallel Carnival plc shareholders' meeting is
held to vote on any equivalent resolution.

         Our board and the Carnival plc board may:

         o      decide to seek approval from  shareholders  for any matter that
                would not otherwise require such approval;

         o      require any joint electorate action to instead be approved as a
                class rights action; or

         o      specify a higher  majority  vote than the  majority  that would
                otherwise be required by applicable laws and regulations.

EQUALIZATION RATIO

         The Equalization and Governance Agreement, which was executed on April
17, 2003 by us and Carnival plc in connection with the DLC transaction, governs
the  equalization  ratio,  which  reflects  the  relative  economic  and voting
interests  represented by an individual share of common equity in each company.
As of June 1, 2003, the "equalization ratio" between shares of our common stock
and Carnival  plc ordinary  shares was 1:1, so one share of our common stock is
entitled to the same  economic and voting  interests in Carnival  Corporation &
plc as one Carnival plc ordinary share.

         In order to effect the relative rights of Carnival  Corporation shares
and Carnival plc shares under the DLC  transaction,  we and Carnival plc agreed
in the  Equalization and Governance  Agreement that Carnival  Corporation & plc
would be operated under the following DLC equalization principles:


                                      27


         o      the equalization  ratio will effectively  govern the proportion
                in which  distributions  of income and  capital are made to the
                holders of our shares  relative to the holders of Carnival  plc
                shares,  and vice versa,  and the relative voting rights of the
                holders of our shares and the holders of Carnival plc shares on
                joint electorate actions;

         o      issuances of or  transactions  affecting  our share  capital or
                that of Carnival  plc will be  implemented  in a way which will
                not give rise to a  materially  different  financial  effect as
                between  the  interests  of the  holders  of our shares and the
                interests  of the holders of Carnival  plc shares.  If any such
                issue or transaction involves any of the following:

         o      a rights issue of shares at less than market value;

         o      an offer of any securities, or a grant of any options, warrants
                or  other  rights  to  subscribe  for,  purchase  or  sell  any
                securities, to shareholders by way of rights;

         o      non-cash  distributions to shareholders  and share  repurchases
                involving  an  offer  made to all or  substantially  all of the
                shareholders  of a  company  to  repurchase  their  shares at a
                premium to market value;

         o      a consolidation or subdivision of shares; or

         o      an issue of  shares to  shareholders  for no  consideration  or
                solely by way of capitalization of profits or reserves,

then an automatic  adjustment to the equalization ratio will occur,  unless our
board of  directors  and  Carnival  plc's  board of  directors,  in their  sole
discretion, undertake:

         o      an offer or action  which  having  regard to the then  existing
                equalization  ratio; the timing of the offer or action; and any
                other relevant  circumstances,  is in the reasonable opinion of
                the boards of Carnival Corporation and Carnival plc financially
                equivalent,  but not necessarily  identical,  in respect of, on
                the one hand,  holders  of our  shares,  and on the other  hand
                holders  of  Carnival  plc  shares,  and  does  not  materially
                disadvantage either company's  shareholders,  which we refer to
                as a "matching action"; or

         o      an  alternative  to such  automatic  adjustment  that  has been
                approved as such by a class rights action.

         Any  adjustments to the  equalization  ratio will be  communicated  to
shareholders through a press release.

         Our board and the  Carnival plc board will be under no  obligation  to
undertake any such matching  action or to seek approval of an  alternative as a
class  rights  action  if any  issue or  transaction  referred  to above is not
covered by an automatic  adjustment to the equalization ratio, and no automatic
adjustment  to the  equalization  ratio will then occur,  but our board and the
Carnival plc board will have the right (in their sole discretion),  but not the
obligation,  to  undertake  a  matching  action,  or  to  seek  approval  of an
adjustment to the equalization ratio as a class rights action.

         No  adjustment to the  equalization  ratio will be required in respect
of:

         o      scrip  dividends  or dividend  reinvestments  at market  price;
                issuances  of Carnival  plc shares or our shares or  securities
                convertible  into, or  exercisable  or  exchangeable  for, such
                shares pursuant to employee share plans;

         o      issuances   of  our   shares   under   Carnival   Corporation's
                $600,000,000 2% Convertible  Senior Debentures due 2021 and the
                $1,051,175,000 Liquid Yield Option Notes(TM) due 2021;

         o      issuances  of  shares  or  securities   convertible   into,  or
                exercisable or exchangeable  for, such shares other than to all
                or substantially all shareholders of either company,  including
                for acquisitions;


                                      28


         o      a buy-back or repurchase of any shares:

                o     in the market by means of an offer (1) not open to all or
                      substantially  all  shareholders of either company or (2)
                      in compliance with Rule 10b-18 under the Exchange Act;

                o     at or below market value;

                o     by either  company  pursuant  to the  provisions  in such
                      company's governing documents; or

                o     pro rata to the  shareholders  of Carnival  Corporation &
                      plc at the same  effective  premium to the market  price,
                      taking into account the equalization ratio;

         o      matching actions;

         o      the issue of an  equalization  share by either  company  to the
                other; and

         o      any  purchase,  cancellation  or reduction  of  disenfranchised
                shares.

SOURCES AND PAYMENT OF DIVIDENDS

         Under Panamanian law, a corporation may pay dividends to the extent of
a corporation's net earnings or capital surplus.

         We expect to pay quarterly dividends.  There has been no change in the
entitlement  of  quarterly  dividends  for  shareholders  of us or Carnival plc
following the completion of the DLC transaction.  Our shareholders and Carnival
plc shareholders have rights to income and capital  distributions from Carnival
Corporation & plc based on the  equalization  ratio. In order for the companies
to  pay a  dividend  or  make  a  distribution,  the  ratio  of  dividends  and
distributions paid per share of our common stock to dividends and distributions
paid per Carnival plc ordinary share must equal the equalization  ratio, taking
into account the applicable currency exchange rate.

         Dividends are equalized  according to the equalization  ratio, and any
balancing  transactions  between the  companies  will be  determined  and made,
before  deduction  of any amounts in respect of the tax required to be deducted
or withheld and excluding the amounts of any tax credits or other tax benefits.

         If one company has insufficient  profits or is otherwise unable to pay
a dividend,  we and Carnival plc will, as far as  practicable,  enter into such
balancing  transactions  as are  necessary  to  enable  both  companies  to pay
dividends in accordance with the equalization  ratio. This may take the form of
a  payment  from  one  company  to  the  other  or a  dividend  payment  on  an
equalization  share.  Dividends  received  by  Carnival  plc  shareholders  are
consistent with our regular quarterly dividend.

         Our articles provide that the holders of shares of our common stock be
entitled,  in accordance with the Equalization and Governance  Agreement and to
the  exclusion  of the holders of shares of  preferred  stock,  to receive such
dividends  as from  time to time may be  declared  by the  board of  directors,
except as otherwise  provided by the board resolution or resolutions  providing
for the issue of any series of shares of preferred stock.

LIQUIDATION

         Under  Panamanian  law, if the board of  directors  deems it advisable
that the corporation be dissolved,  it is to propose by a majority of the votes
of the  members of the board an  Agreement  of  Dissolution  and within 10 days
shall  call or cause to be  called,  in  accordance  with  law,  a  meeting  of
stockholders,  to vote on the  resolution  passed  by the  board  of  directors
proposing  the  dissolution.  At the  stockholders'  meeting,  the holders of a
majority of shares with  voting  rights on the matter can adopt the  resolution
for the dissolution of the company.  The dissolution of the company may also be
adopted  by written  consent  in lieu of  meeting of the  holders of all shares
having voting power.


                                      29


         Pursuant to the Equalization and Governance Agreement, in the event of
a voluntary or  involuntary  liquidation  of either us or Carnival plc, or both
companies, if the hypothetical potential per share liquidation distributions to
each  company's  shareholders  are not  equivalent,  taking  into  account  the
relative  value  of the two  companies'  assets  and the  indebtedness  of each
company,  to the extent  that one  company  has  greater net assets so that any
liquidation  distribution to its shareholders  would not be equivalent on a per
share basis,  the company with the ability to make a higher net distribution is
required to make a payment to the other  company to equalize  the  possible net
distribution to shareholders.  The requirement to make an equalizing payment is
subject to some limitations. First, a reorganization under Chapter 11 of the US
Bankruptcy Code or a similar  statute would not be considered a  "liquidation,"
so such a  reorganization  would not  result in  equalizing  payments.  Second,
neither company will be required to make the equalizing  payment if the payment
would result in neither group of shareholders being entitled to any liquidation
proceeds.  Therefore,  if the  assets  of  Carnival  Corporation  & plc are not
sufficient  to satisfy all of the  creditors of Carnival  Corporation & plc, no
equalization payment would be required to be made.

         In giving effect to the  principles  regarding a liquidation of us, we
may:

         o      make  a  payment  to  Carnival  plc  in  accordance   with  the
                provisions of the Equalization and Governance Agreement;

         o      issue  shares to  Carnival  plc or to holders of  Carnival  plc
                ordinary  shares  and make a  distribution  or  return  on such
                shares; or

         o      take any other  action that the boards of  directors of each of
                us and Carnival plc consider appropriate to give effect to such
                principles.

Any action other than a payment of cash by one company to the other company will
require the prior approval of the board of directors of each company.

APPRAISAL RIGHTS

         Under  Panamanian  law,  shareholders  of a  corporation  do not  have
appraisal rights.

PRE-EMPTIVE RIGHTS

         Under Panamanian law, a shareholder is entitled to pre-emptive  rights
to  subscribe  for  additional  issuances  of  common  stock  or  any  security
convertible  into stock in proportion to the shares that are owned unless there
is a provision to the contrary in the articles of  incorporation.  Our articles
of incorporation  provide that our shareholders are not entitled to pre-emptive
rights.

TRANSFER AGENT AND REGISTRAR

         The transfer agent and registrar for our common stock and paired trust
shares is SunTrust Bank.

                              SPECIAL VOTING SHARE

REFLECTING VOTES OF CARNIVAL PLC SHAREHOLDERS AT CARNIVAL CORPORATION MEETINGS

         Our articles  authorize one special  voting share.  The special voting
share is merely a  mechanism  to give effect to  shareholder  votes at parallel
shareholder  meetings on joint  electorate  actions and class rights actions as
described above under "--Common  Stock--Voting Rights" and quorum provisions as
described below under "--Certain Provisions of Carnival  Corporation's Articles
and  By-laws--Quorum  Requirements."  The special voting share has no rights to
income  or  capital  and no  voting  rights  except as  described  below.  Upon
completion of the DLC transaction,  Carnival issued the special voting share to
DLC SVC Limited.  DLC SVC Limited is a newly  formed  company  incorporated  in
England and Wales whose  shares are legally and  beneficially  owned by The Law
Debenture Trust Corporation p.l.c., an independent trustee company incorporated


                                      30


in England and Wales. At all meetings at which a joint  electorate  action or a
class rights action will be considered,  the holder of the Carnival Corporation
special voting share must be present.

         For joint electorate actions,  the Carnival Corporation special voting
share  will  represent  the  number of votes  cast at the  parallel  meeting of
Carnival plc shareholders, as adjusted by the equalization ratio and rounded up
to the nearest whole number,  and will  represent  "yes" votes,  "no" votes and
abstentions  at our meeting in  accordance  with votes cast at the Carnival plc
meeting.

         For class rights actions,  DLC SVC Limited,  as holder of the Carnival
Corporation special voting share, will only vote if the proposed action has not
been approved at the parallel Carnival plc meeting. In that event, the Carnival
Corporation  special  voting share will represent that number of votes equal to
the largest whole  percentage that is less than the percentage of the number of
votes  necessary  to defeat the  resolution  at our  meeting if the total votes
capable of being cast by all of our  outstanding  shares able to vote were cast
in favor of the  resolution.  In most cases,  this will be 49%.  For a majority
vote, 49% is the largest whole  percentage  that is less than the 50% needed to
defeat  the  resolution.  As a  result,  in the case of a  majority  vote,  the
Carnival  Corporation  special  voting  share will  represent a number of votes
equal to 98% of the votes  capable of being cast by all our  shares,  excluding
the  votes  represented  by the  Carnival  Corporation  special  voting  share.
Therefore,  assuming  holders of  approximately 2% or more of our shares do not
cast votes on such class  rights  action,  it will fail.  If the  Carnival  plc
shareholders  approve the proposed  action,  the Carnival  Corporation  special
voting share will not represent any votes.

         The Carnival  Corporation  special voting share will not represent any
votes on any resolution of a procedural or technical nature,  which we refer to
in this  prospectus as "procedural  resolutions."  Procedural  resolutions  are
those that do not  adversely  affect the  shareholders  of Carnival  plc in any
material respect and are put to our shareholders at a meeting.  The Chairman of
our board will, in his absolute discretion, determine whether a resolution is a
procedural resolution.  To the extent that such matters require the approval of
our shareholders, any of the following will be procedural resolutions:

         o      that  certain  people be allowed to attend or be excluded  from
                attending the meeting;

         o      that  discussion  be closed and the  question  put to the vote,
                provided no amendments have been raised;

         o      that the  question  under  discussion  not be put to the  vote,
                where a shareholder feels the original motion should not be put
                to the  meeting at all,  if such  original  motion was  brought
                during the course of that meeting;

         o      to proceed  with matters in an order other than that set out in
                the notice of the meeting;

         o      to adjourn the debate,  for example,  to a subsequent  meeting;
                and

         o      to adjourn the meeting.

REFLECTING VOTES OF CARNIVAL CORPORATION SHAREHOLDERS AT CARNIVAL PLC MEETINGS

         As part of the DLC  transaction,  Carnival plc issued a special voting
share to us, and we  transferred  such share to the trustee of the P&O Princess
Special Voting Trust, a trust  established under the laws of the Cayman Islands
for the purpose of holding the Carnival  plc special  voting  share.  For joint
electorate actions, the Carnival plc special voting share represents the number
of votes cast at the parallel meeting of our  shareholders,  as adjusted by the
equalization  ratio and rounded to the nearest whole number, and will represent
"yes"  votes,  "no"  votes and  abstentions  at the  Carnival  plc  meeting  in
accordance with votes cast at our meeting.

         For class  rights  actions,  the trustee of the P&O  Princess  Special
Voting Trust,  as holder of the Carnival plc special  voting  share,  will only
vote if the proposed action has not been approved at our parallel  meeting.  In
that event, the Carnival plc special voting share will represent that number of
votes equal to the largest whole percentage that is less than the percentage of
the number of votes, or, in the case of a special  resolution,  such percentage
less one vote,  necessary to defeat the  resolution at the Carnival plc meeting
if the total number of votes capable of being cast by all outstanding  Carnival
plc shares,  and other Carnival plc shares able to vote,  were cast in favor of
the  resolution.  In most cases,  this will be 49%. For a majority vote, 49% is
the  largest  whole  percentage  that is less than the 50% needed to defeat the
resolution.  As a result,  in the case of a majority  vote,  the  Carnival  plc
special voting share will represent a number of votes equal to 98% of the votes


                                      31


capable  of  being  cast  by  all  Carnival  plc  shares  excluding  the  votes
represented  by the  Carnival plc special  voting  share.  Therefore,  assuming
holders of approximately 2% or more of Carnival plc shares do not cast votes on
such  class  rights  action,  it will fail.  If our  shareholders  approve  the
proposed  action,  the Carnival plc special voting share will not represent any
votes.

         The Carnival plc special  voting share will not represent any votes on
any procedural resolutions.

         In  connection  with the DLC  transaction,  trust shares of beneficial
interest in the P&O  Princess  Special  Voting  Trust were  transferred  to us.
Immediately following this transfer, we distributed such trust shares by way of
dividend  to our  shareholders  of record at the close of business on April 17,
2003.  Under the Pairing  Agreement  entered into by us, the trustee of the P&O
Princess  Special  Voting  Trust and SunTrust  Bank on April 17, 2003,  and our
articles,  the trust shares of beneficial  interest in the P&O Princess Special
Voting Trust are paired  with,  and  evidenced  by,  certificates  representing
shares of our common stock on a one-for-one basis.

         Our  shares  trade  in  units  consisting  of one  share  of  Carnival
Corporation common stock and one trust share of beneficial  interest in the P&O
Princess  Special  Voting  Trust.  Each share of our common stock shall not and
cannot be transferred  without the corresponding  paired trust share. The trust
shares of beneficial  interest in the P&O Princess Special Voting Trust entitle
our shareholders to receive any distributions  made by the P&O Princess Special
Voting  Trust.  As the sole  purpose of the P&O Princess  Special  Voting Trust
relates to the holding of the  Carnival  plc special  voting  share,  it is not
expected to make any distributions. See "Description of Trust Shares."

EQUALIZATION SHARE

         Our articles authorize one equalization share. The equalization share:

         o      has rights to dividends in accordance with the Equalization and
                Governance  Agreement  as  declared  and  paid by the  board of
                directors;

         o      has no  rights  to  receive  notice  of,  attend or vote at any
                shareholder meeting; and

         o      in the event of our voluntary or involuntary liquidation, ranks
                after all other holders of shares.



            CERTAIN PROVISIONS OF CARNIVAL CORPORATION'S ARTICLES OF
                           INCORPORATION AND BY-LAWS

QUORUM REQUIREMENTS

         The presence in person or by proxy at any meeting of our  shareholders
holding at least one-third of the total votes entitled to be cast constitutes a
quorum for the  transaction  of business at such  meeting,  except as otherwise
required by applicable law or regulation,  the articles of incorporation or the
by-laws.

         For purposes of determining  whether a quorum exists at any meeting of
shareholders  where a joint electorate action or a class rights action is to be
considered:

         o      if the meeting of our shareholders convenes before the parallel
                shareholder  meeting of Carnival plc, the Carnival  Corporation
                special voting share will, at the  commencement of the meeting,
                have no votes and therefore will not be counted for purposes of


                                      32


                determining the total number of shares entitled to vote at such
                meeting or whether a quorum  exists at such  meeting,  although
                the Carnival  Corporation  special  voting share itself must be
                present,  either in person, through a representative of DLC SVC
                Limited, or by proxy;

         o      if the meeting of our  shareholders  convenes at  substantially
                the same time as or after the parallel  shareholder  meeting of
                Carnival  plc  with  respect  to one or more  joint  electorate
                actions,  the Carnival  Corporation  special  voting share will
                have the maximum number of votes attached to it as were cast on
                such  joint   electorate   actions,   either  for,  against  or
                abstained, at the parallel shareholder meeting of Carnival plc,
                and such maximum number of votes, including  abstentions,  will
                constitute  shares entitled to vote and present for purposes of
                determining whether a quorum exists at such meeting; and

         o      if the meeting of our  shareholders  convenes at  substantially
                the same time as or after the parallel  shareholder  meeting of
                Carnival  plc  with  respect  to a  class  rights  action,  the
                Carnival  special voting share will, at the commencement of the
                meeting,  have no votes and  therefore  will not be counted for
                purposes of determining  the total number of shares entitled to
                vote at  such  meeting  or  whether  a  quorum  exists  at such
                meeting, although the Carnival Corporation special voting share
                itself   must  be   present,   either  in  person,   through  a
                representative of DLC SVC Limited, or by proxy.

         In  addition,  in order for a quorum to be  validly  constituted  with
respect to meetings  of  shareholders  convened to consider a joint  electorate
action or class rights action, DLC SVC Limited must be present at such meeting.

SHAREHOLDER ACTION BY WRITTEN CONSENT

         Our by-laws provide that shareholders may not act by written consent.

SHAREHOLDER PROPOSALS

         Panamanian law does not specifically  address the issue of shareholder
proposals and our by-laws do not expressly permit  shareholder  proposals to be
considered at the annual meeting of shareholders.  Panamanian law requires that
prior  notice of a meeting  must set out the purpose or purposes  for which the
meeting is  convened.  Any  proposal  to be  discussed  at a meeting  should be
included in the notice of the meeting,  unless the notice reserves time for any
other matters which the shareholders may which to discuss.

         Under  the  rules  of  the  Exchange  Act,   shareholders  may  submit
proposals,  including  director  nominations,  for consideration at shareholder
meetings. Such proposals will need to comply with SEC regulations regarding the
inclusion of shareholder  proposals in  company-sponsored  proxy materials.  In
order for  shareholder  proposals to be  considered  for inclusion in our proxy
statement/prospectus  for an annual  meeting,  the  written  proposals  must be
received by us not less than 120 calendar days before the first  anniversary of
the date of mailing of the proxy  statement  from the  previous  year's  annual
meeting.

         Our by-laws provide that at any special  meeting of shareholders  only
such  business  may be  transacted  as is related to the purpose or purposes of
such  meeting  set forth in the  notice of the  special  meeting.  Our  by-laws
provide that special  meetings of shareholders  may only be called by our board
or our President or Secretary.

STANDARD OF CONDUCT FOR DIRECTORS

         Panamanian  law imposes a general  fiduciary  duty on directors to act
prudently  and in the  best  interests  of the  company.  Among  other  things,
directors are responsible for the  authenticity of the payments which appear to
have been made on behalf of the  company,  for the  validity of dividends to be
paid,  general  book-keeping  and for effecting the operation of the company in
accordance with applicable  laws, its articles of  incorporation,  its by-laws,
and resolutions of the General Assembly of shareholders.

         Our articles  provide that our board of  directors  is  authorized  to
operate and carry into effect the  Equalization and Governance  Agreement,  the
SVE  Special  Voting  Deed,  which  regulates  the  manner  in which  the votes


                                      33


attaching to the Carnival Corporation special voting share and the P&O Princess
special  voting  share are  exercised,  and the  Carnival  Corporation  Deed of
Guarantee  each of which was entered  into on April 17, 2003,  and,  subject to
applicable  laws and  regulations,  nothing  done by any director in good faith
pursuant  to  such  authority  and  obligations  constitutes  a  breach  of the
fiduciary duties of such director to us or our shareholders. In particular, the
directors  are,  in addition to their  duties to us,  entitled to consider  the
interests of our  shareholders  and the Carnival plc  shareholders as if we and
Carnival plc were a single entity. As a result of, and following  completion of
the DLC  transaction,  our  board of  directors  and that of  Carnival  plc are
identical.

MEETINGS OF SHAREHOLDERS

         If we propose to undertake a joint  electorate  action or class rights
action  at a  meeting  of  shareholders,  we must  immediately  give  notice to
Carnival plc of the nature of the joint  electorate  action or the class rights
action it proposes  to take.  Unless such action is proposed to be taken at the
annual meeting of  shareholders,  the board of directors must convene a special
meeting  for the  purpose of  considering  a  resolution  to approve  the joint
electorate action or class rights action. Such meeting will be held as close in
time as practicable with the parallel  shareholder meeting convened by Carnival
plc for purposes of considering  such joint  electorate  action or class rights
action.  If we receive  notice from  Carnival plc that Carnival plc proposes to
undertake a joint  electorate  action or a class  rights  action,  our board of
directors  must  convene  a  meeting  of our  shareholders  as close in time as
practicable  to the  Carnival  plc  meeting  and  must  propose  an  equivalent
resolution  as that  proposed at the Carnival plc  meeting.  We must  cooperate
fully with Carnival plc in preparing resolutions,  explanatory memoranda or any
other  information or material  required in connection  with the proposed joint
electorate action or class rights action.

AMENDMENT OF GOVERNING INSTRUMENTS

         Under Panamanian law, unless the articles of  incorporation  require a
greater vote, an amendment to the articles of incorporation may be made:

         o      by  the  holders  or  their  proxies  of  all  the  issued  and
                outstanding stock of the corporation entitled to vote;

         o      by means of a resolution  passed by holders or their proxies of
                the  majority  of the  outstanding  stock  of  the  corporation
                entitled to vote; and

         o      in case the amendment to the articles consists in any change in
                the preference of shares of any class, by means of a resolution
                passed  by  holders  or  their   proxies  of  majority  of  the
                outstanding  stock of the corporation  entitled to vote of each
                class.

         Any amendment to the provisions of our articles which entrench the DLC
structure requires approval as a class rights action. The entrenched provisions
of the articles include matters relating to:

         o      the special voting share;

         o      anti-takeover provisions;

         o      dividends and distributions;

         o      amendments to our articles and by-laws; and

         o      liquidation.

         All other provisions of our articles, except as provided below, may be
amended by the  shareholders  of Carnival  Corporation  and Carnival plc voting
together in a joint  electorate  action.  Amendments  to our  articles  require
approval,  whether in a class rights action or joint  electorate  action,  of a
majority of all votes entitled to be cast with respect thereto, including votes
entitled to be cast by the Carnival  Corporation  special  voting  share,  at a
meeting of our shareholders.


                                      34


         Notwithstanding  the  foregoing,  any amendment of the articles (1) to
specify or change the location of the office or registered  agent of us, or (2)
to make,  revoke or change the designation of a registered agent, or to specify
or change the  registered  agent,  may be approved and effected by the board of
directors  without the  approval of our  shareholders  or the  shareholders  of
Carnival plc.

         Under  Panamanian law, the board of directors of a corporation has the
power  to  adopt,  amend or  repeal  the  by-laws  of the  corporation,  unless
specifically  provided to the contrary by the articles of  incorporation  or in
the by-laws approved by the shareholders.  Our by-laws provide that the by-laws
may be  altered,  amended,  supplemented  or  repealed  or new  by-laws  may be
adopted,  by the board of  directors  or by vote of the  holders  of the shares
entitled to vote in the election of directors.  Any by-laws adopted, altered or
supplemented by the board of directors may be altered, amended, supplemented or
repealed by the shareholders entitled to vote thereon.

         Any  amendment  to or repeal of the  provisions  of our by-laws  which
entrench the DLC structure will also require approval as a class rights action.
Any  amendment  to or repeal of our  by-laws  other than any of our  entrenched
by-laws may be approved  and  effected  by our board of  directors  without the
approval  of  our  shareholders  or  the  shareholders  of  Carnival  plc.  The
entrenched provisions of the by-laws include matters relating to:

         o      the transferability of the special voting share;

         o      the scope of, and voting rights and  procedures in relation to,
                joint electorate  actions,  class rights actions and procedural
                resolutions; and

         o      election, qualification and disqualification of directors.

         In  limited   circumstances   since  the  implementation  of  the  DLC
structure,  Carnival plc shares, other than those held by us, may be subject to
a mandatory exchange for our shares at the then prevailing  equalization ratio.
A mandatory  exchange  can occur if there is a change in  applicable  tax laws,
rules or  regulations  that the board of directors  of Carnival plc  reasonably
determines is reasonably  likely to have a material  adverse effect on Carnival
Corporation  & plc and the exchange is approved by 66 2/3% of the  shareholders
of  Carnival  plc and us  voting  on a joint  electorate  action.  A  mandatory
exchange can also be triggered if there is a change in the  applicable  non-tax
laws,  rules or  regulations,  as a result of which the board of  directors  of
Carnival plc reasonably  determines that it is reasonably  likely that all or a
substantial portion of the agreements that give effect to the DLC structure are
unlawful,  illegal or unenforceable.  Were either of these changes to occur, we
would  issue  additional  shares to deliver to  Carnival  plc  shareholders  in
accordance with the then prevailing equalization ratio and we would own 100% of
Carnival plc. Our shares are not subject to any mandatory exchange for Carnival
plc shares. If such a mandatory exchange is triggered, our articles and by-laws
will be  automatically  amended  upon  completion  of the  mandatory  exchange,
without  any  further  action  of us or our  shareholders,  to  conform  to our
articles of incorporation  and our by-laws prior to the  implementation  of the
DLC structure.

ELECTION OF DIRECTORS

         Resolutions  relating to the  appointment,  removal and re-election of
directors will be considered as a joint electorate action and voted upon by the
shareholders  of  each  company   effectively   voting  together  as  a  single
decision-making body. Our articles provide that the number of directors will be
no less than three and no more than 25.  Within said minimum and  maximum,  the
total number of directors  may be fixed from time to time by  resolution of the
shareholders or by resolution of the board. A change in the minimum and maximum
number of directors will require an amendment to the articles. No person may be
elected or  appointed  to serve on our board unless that person is also elected
to be a member of the Carnival plc board.  Any of our directors who resign from
our board must also resign from the Carnival plc board and vice versa.

REMOVAL OF DIRECTORS

         Panamanian law provides that a director may be removed with or without
cause by the  holders of a majority in voting  power of the shares  entitled to
vote at an election of directors.


                                      35


         Our by-laws provide that, subject to the provisions of Panamanian law,
directors  may be removed  with or without  cause only by a majority  vote of a
quorum of the shareholders.

VACANCIES ON THE BOARD OF DIRECTORS

         Our by-laws  provide that  vacancies on the board of directors will be
filled by a majority of the directors  then in office,  even though less than a
quorum,  provided  that any such person is  appointed to both our board and the
Carnival plc board at the same time.  If only one  director  remains in office,
the  director  will  have  the  power to fill all  vacancies.  If there  are no
directors,  our  Secretary  may  call a  meeting  at  the  request  of any  two
shareholders for the purpose of appointing one or more directors.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Panamanian   law  does  not   specifically   address   the   issue  of
indemnification  of directors  and  officers.  We may  indemnify any officer or
director  who is made a party to any suit or  proceeding  on account of being a
director,  officer or employee of the corporation  against expenses,  including
attorneys'  fees,  judgments,  fines and amounts paid in settlement  reasonably
incurred by him/her in connection with the action, through, among other things,
a majority vote of a quorum consisting of directors who were not parties to the
suit or  proceeding  if the  officer or  director  acted in good faith and in a
manner  he/she  reasonably  believed  to  be  in  the  best  interests  of  the
corporation.  In a criminal  proceeding,  the  standard is that the director or
officer had no reasonable cause to believe his/her conduct was unlawful.

         Our articles  provide that each  person,  and the heirs,  executors or
administrators of such person,  who was or is a party to or is threatened to be
made  a  party  to  any  threatened,  pending  or  completed  action,  suit  or
proceeding,  by reason of the fact that such  person is or was a director or an
officer of us or  Carnival  plc or is or was  serving  at the  request of us or
Carnival  plc as a director  or officer  of another  corporation,  partnership,
joint  venture,  trust  or other  enterprise,  shall  be  indemnified  and held
harmless by us against expenses,  including attorneys' fees,  judgments,  fines
and amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection  with such action,  suit or proceeding to the fullest  extent and in
the  manner  set  forth in and  permitted  by  Panamanian  law,  and any  other
applicable law, as from time to time in effect.  This right of  indemnification
is not  exclusive  of any other  rights to which a director  or officer  may be
entitled.  Any  repeal or  modification  of the  applicable  provisions  of the
General  Corporation  Law of Panama  will not affect any rights or  obligations
then existing with respect to any state of facts then or  theretofore  existing
or any  action,  suit  or  proceeding  theretofore  or  thereafter  brought  or
threatened  based in whole or in part on any such  state of facts.  We have the
power to purchase  and  maintain  insurance  in respect of its  indemnification
obligations.

         A member of the board of directors, or a member of any committee
designated by the board of directors, will, in the performance of his duties, be
fully protected in relying in good faith upon the records of us or Carnival plc
and upon such information, opinions, reports or statements presented to us by
any of our or Carnival plc's officers or employees, or committees of the board
of directors, or by any other person as to matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of us. In discharging
their duties, directors and officers, when acting in good faith, may rely upon
financial statements of us or Carnival plc represented to them to be correct by
the chief financial officer or the controller or other officer of us or Carnival
plc having charge of its books or accounts, or stated in a written report by an
independent public or certified public accountant or firm of such accountants
fairly to reflect the financial condition of us or Carnival plc.

TAKEOVER RESTRICTIONS

         Under   Panamanian  law,   directors  are  responsible  for  the  good
management  and in general for the  execution  or faulty  fulfillment  of their
obligations  to  administer  the  corporation's   affairs.   There  is  limited
legislative  or  judicial  guidance  on  takeover  issues in  Panama  and it is
difficult to anticipate  how a Panamanian  court will react or resolve a matter
concerning  application of a policy of judicial deference to board of directors
decisions to adopt  anti-takeover  measures in the face of a potential takeover
where the directors are able to show that (1) they had  reasonable  grounds for
believing that there was a danger to corporate policy and effectiveness from an
acquisition  proposal and (2) the board action taken was reasonable in relation
to the threat posed.


                                      36


         Our articles contain  provisions  which would apply to any person,  or
group  of  persons  acting  in  concert,   that  acquires  shares  in  Carnival
Corporation & plc which would trigger a mandatory offer obligation as if the UK
Takeover Code applied to Carnival Corporation & plc on a combined basis. Where:

         o      a person  or group of  persons  acquired,  or  acquires  voting
                rights  over 30% or more of the  combined  votes which would be
                cast on a joint electorate action; or

         o      any person or group of persons that already holds not less than
                30% but not more than 50% of the combined  votes which would be
                cast on a joint electorate action, acquired, or acquires voting
                rights over,  any shares which increase the percentage of votes
                which such person(s) could cast on a joint electorate action,

such shares acquired would be disenfranchised, that is, the owner of those
shares could cease to have any economic or voting rights on those shares, unless
an offer for all the shares in Carnival Corporation & plc at a price equivalent
to that applicable to the acquisition has been made by the person or group.
These takeover restrictions would not apply to:

         o      acquisitions  of shares of the other company by either Carnival
                plc or us;

         o      if the  restrictions  are  prohibited  by  applicable  law  and
                regulations;

         o      any  acquisition  by the Arison  family and various  trusts for
                their benefit within the thresholds described below; and

         o      any acquisition pursuant to a mandatory exchange.

         There  are  some  exceptions  to these  provisions  in the case of the
Arison  family and  trusts for their  benefit,  which as of January  31,  2006,
together,  hold  approximately  29% of  the  total  voting  power  of  Carnival
Corporation & plc. The Arison  family and various  trusts for their benefit can
acquire  shares  in  Carnival   Corporation  &  plc  without  triggering  these
provisions provided that, as a result, their aggregate holdings do not increase
by more than 1% of the voting power of Carnival Corporation & plc in any period
of 12 consecutive months,  subject to their combined holdings not exceeding 40%
of the voting power of Carnival  Corporation & plc. However,  these parties may
acquire  additional  shares or voting  power  without  being  subject  to these
restrictions if they comply with the offer requirement  described above.  These
restrictions  do not apply to  acquisitions of shares by either Carnival plc or
us.

OWNERSHIP LIMITATIONS AND TRANSFER RESTRICTIONS

         In general,  under Section 883 of the Internal  Revenue Code,  certain
non-U.S.  corporations  are not  subject to U.S.  federal  income tax or branch
profits  tax on  U.S.  source  income  derived  from,  or  incidental  to,  the
international  operations  of a ship or  ships.  Effective  for our year  ended
November  30,  2005,  the  regulations  provide,  in  general,  that a  foreign
corporation  organized  in a  qualified  foreign  country  and  engaged  in the
international  operation of ships and aircraft  shall  exclude such income from
gross  income  for  purposes  of  federal  income  taxation  provided  that the
corporation can satisfy certain ownership requirements,  including, among other
things,  that its stock be  publicly  traded.  A  corporation's  stock  that is
otherwise  publicly  traded  will fail to  satisfy  this  requirement  if it is
closely held,  i.e., that 50% or more of its stock is owned by persons who each
own 5% or more of the  value of the  outstanding  shares  of the  corporation's
stock.

         To the best of our knowledge,  after due  investigation,  we currently
qualify  as a  publicly  traded  corporation  under the  regulations.  However,
because some members of the Arison family and various  trusts  established  for
their  benefit  beneficially  own  approximately  36% of our common  stock,  or
approximately  29% of the total  voting  power of Carnival  Corporation  & plc,
there is the potential that another shareholder could acquire 5% or more of our
common stock which could  jeopardize  our  qualification  as a publicly  traded
corporation.  If we in the future were to fail to qualify as a publicly  traded
corporation,  we would be subject to U.S. income tax on income  associated with


                                      37


our cruise  operations  in the U.S.  As a  precautionary  matter,  in 2000,  we
amended our articles of  incorporation to ensure that we continue to qualify as
a publicly traded corporation under the regulations.

         Our articles  provide that no one person or group of related  persons,
other than some members of the Arison family and various trusts established for
their  benefit,  may own,  or be deemed  to own by  virtue  of the  attribution
provisions of the Internal  Revenue  Code,  more than 4.9% of our common stock,
whether measured by vote, value or number. In addition,  the articles generally
restrict the transfer of any shares of our common stock if such transfer  would
cause us to be subject to U.S. shipping income tax. In general, the attribution
rules under the  Internal  Revenue Code  applicable  in  determining  whether a
person is a 5% shareholder under the regulations attribute stock:

         o      among specified members of the same family,

         o      to shareholders  owning 50% or more of a corporation  form that
                corporation,

         o      among  corporations  that are  members  of the same  controlled
                group,

         o      among grantors, beneficiaries and fiduciaries of trusts, and

         o      to partners of a partnership from that partnership.

         For purposes of this 4.9% limit,  a "transfer"  will include any sale,
transfer, gift, assignment,  devise or other disposition,  whether voluntary or
involuntary,  whether of record, constructively or beneficially, and whether by
operation of law or otherwise. The 4.9% limit does not apply to some members of
the Arison  family and various  trusts  established  for their  benefit.  These
shareholders  will be  permitted  to transfer  their shares of our common stock
without  complying  with the limit so long as transfer  does not cause us to be
subject to U.S. income tax on shipping operations.

         The articles  provide  that the board of directors  may waive the 4.9%
limit  or  transfer  restrictions,   in  any  specific  instance,  if  evidence
satisfactory  to our board of directors  and our tax counsel is presented  that
such  ownership  will not  jeopardize  our  status as exempt  from U.S.  income
taxation on gross income from the  international  operation of a ship or ships,
within the meaning to Section 883 of the Internal  Revenue  Code.  The board of
directors may also terminate the limit and transfer  restrictions  generally at
any time for any reason.

         If a purported  transfer or other event,  including  owning  shares of
common stock in excess of the 4.9% limit on the effective  date of the proposed
amendment,  results in the  ownership  of common  stock by any  shareholder  in
violation of the 4.9% limit,  or causes us to be subject to U.S.  income tax on
shipping  operations,  such shares of common stock in excess of the 4.9% limit,
or  which  would  cause  us to be  subject  to U.S.  shipping  income  tax will
automatically  be  designated  as "excess  shares" to the extent  necessary  to
ensure that the purported  transfer or other event does not result in ownership
of common stock in  violation of the 4.9% limit or causes us to become  subject
to U.S. income tax on shipping operations, and any proposed transfer that would
result  in such an event  would  be void.  Any  purported  transferee  or other
purported holder of excess shares will be required to give us written notice of
a purported  transfer or other event that would  result in excess  shares.  The
purported  transferee  or holders of such excess shares shall have no rights in
such excess shares, other than a right to the payments described below.

         Excess  shares will not be treasury  stock but rather will continue to
be issued and outstanding shares of our common stock. While outstanding, excess
shares  will be  transferred  to a trust.  The  trustee  of such  trust will be
appointed by us and will be independent  of us and the purported  holder of the
excess shares.  The  beneficiary  of such trust will be one or more  charitable
organizations selected by the trustee. The trustee will be entitled to vote the
excess shares on behalf of the  beneficiary.  If, after  purported  transfer or
other event resulting in excess shares and prior to the discovery by us of such
transfer or other event,  dividends or  distributions  are paid with respect to
such excess  shares,  such  dividends  or  distributions  will be repaid to the
trustee upon demand for payment to the  charitable  beneficiary.  All dividends
received or other income  declared by the trust will be paid to the  charitable
beneficiary.  Upon our  liquidation,  dissolution  or winding up, the purported
transferee  or other  purported  holder will receive a payment that  reflects a
price per share for such excess shares generally equal to the lesser of


                                      38


         o      in the  case  of  excess  shares  resulting  from  a  purported
                transfer,  the  price per share  paid in the  transaction  that
                created such excess  shares,  or, in the case of certain  other
                events, the market price per share for the excess shares on the
                date of such event, or

         o      in the case of excess shares resulting from an event other than
                a purported  transfer,  the market price for the excess  shares
                resulting  from an event other than a purported  transfer,  the
                market price for the excess shares on the date of such event.

         At the  direction  of the board of the  directors,  the  trustee  will
transfer the excess shares held in trust to a person or persons,  including us,
whose  ownership  of such  excess  shares  will not  violate  the 4.9% limit or
otherwise  cause us to become  subject to U.S.  shipping  income tax within 180
days  after the later of the  transfer  or other  event that  resulted  in such
excess shares or we become aware of such transfer or event.  If such a transfer
is made,  the  interest  of the  charitable  beneficiary  will  terminate,  the
designation of such shares as excess shares will cease and the purported holder
of the excess shares will receive the payment  described  below.  The purported
transferee  or holder of the excess shares will receive a payment that reflects
a price per share for such excess shares equal to the lesser of

         o      the price per share received by the trustee, and

         o      the price per share such purported transferee or holder paid in
                the purported  transfer that resulted in the excess shares, or,
                if the  purported  transferee  or holder did not give value for
                such excess  shares,  through a gift,  devise or other event, a
                price per share  equal to the  market  price on the date of the
                purported  transfer or other event that  resulted in the excess
                shares.

A purported  transferee or holder of the excess shares will not be permitted to
receive an amount that  reflects any  appreciation  in the excess shares during
the period that such excess  shares were  outstanding.  Any amount  received in
excess of the amount  permitted to be received by the  purported  transferee or
holder of the excess shares must be turned over to the  charitable  beneficiary
of the trust.

         If the foregoing  restrictions are determined to be void or invalid by
virtue of any legal decision,  statute,  rule or regulation,  then the intended
transferee or holder of any excess shares may be deemed, at our option, to have
acted as an agent on our behalf in acquiring or holding such excess  shares and
to hold such excess shares on our behalf.

         We will have the right to purchase any excess shares held by the trust
for a period of 90 days from the later of

         o      the date the transfer or other event resulting in excess shares
                has occurred, and

         o      the date the board of directors determines in good faith that a
                transfer  or  other  event   resulting  in  excess  shares  has
                occurred.

The price per excess share to be paid by us will be equal to the lesser of

         o      the price per share paid in the  transaction  that created such
                excess  shares,  or, in the case of certain other  events,  the
                market  price per share  for the  excess  shares on the date of
                such event, or

         o      the lowest market price for the excess shares at any time after
                their  designation  as excess  shares  and prior to the date we
                accept such offer.

         These  provisions  in our articles  could have the effect of delaying,
deferring or preventing a change in our control or other  transaction  in which
our shareholders  might receive a premium for their shares of common stock over
the  then-prevailing  market  price or which such holders  might  believe to be
otherwise in their best interest.  To the extent that the proposed  regulations
are  amended or  finalized  in a manner  which,  in the opinion of our board of
directors,  does not require these provisions in our articles to ensure that we


                                      39


will maintain our income tax exemption  for our shipping  income,  our board of
directors may determine,  in its sole  discretion,  to terminate the 4.9% limit
and the transfer restrictions of these provisions.

         While both the mandatory offer  protection and 4.9% protection  remain
in place,  no third party other than the Arison  family and certain  trusts for
their benefit will be able to acquire control of Carnival Corporation & plc.

                                 PREFERRED STOCK

         Our board of directors may issue,  without further  authorization from
our  shareholders,  up to 40,000,000  shares of preferred  stock in one or more
series.  Our board of directors  may  determine,  at the time of creating  each
series, the distinctive designation of and the number of shares in, the series,
its dividend rate, the number of votes, if any,  allocated to each share of the
series,  the price and terms on which the shares may be redeemed,  the terms of
any applicable  sinking fund, the amount payable upon liquidation,  dissolution
or winding up, the conversion rights, if any, and any other rights, preferences
and  priorities of the shares as our board of directors may be permitted to fix
under the laws of the  Republic  of Panama in effect at the time the  series is
created.   The   preferred   stock  will  be,  when  issued,   fully  paid  and
nonassessable.

         The  issuance of  preferred  stock could  adversely  affect the voting
power of holders of common stock and could delay,  defer or prevent a change in
control.  The rights of holders of any preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred  stock that may be
issued in the future.

         To the extent  applicable,  the transfer  agent,  registrar,  dividend
disbursing  agent and  redemption  agent for shares of each series of preferred
stock will be named in the prospectus supplement relating to that series.

RANK

         The shares of preferred stock of any series have the rank set forth in
the relevant articles  supplementary and described in the prospectus supplement
relating to the relevant series.

DIVIDENDS

         The  articles  supplementary  setting  forth  the terms of a series of
preferred stock may provide that holders of that series are entitled to receive
dividends,  when,  as and if  authorized by our board of directors out of funds
legally  available for  dividends.  The rates and dates of payment of dividends
and any  other  terms  applicable  to the  dividends  will be set  forth in the
relevant  articles  supplementary  and described in the  prospectus  supplement
relating to the relevant series.

         Dividends  will be payable to holders of record of preferred  stock as
they appear on our books on the record  dates fixed by the board of  directors.
Dividends on any series of preferred  stock may be cumulative or  noncumulative
and payable in cash or in kind.

CONVERSION AND EXCHANGE

         The  articles  supplementary  setting  forth  the terms of a series of
preferred stock may provide for and the prospectus  supplement for the relevant
series of preferred  stock may  describe the terms,  if any, on which shares of
that series are convertible into or exchangeable for shares of our common stock
or common stock of a third party.

REDEMPTION

         If so specified in the articles  supplementary setting forth the terms
of a series of  preferred  stock,  which will be  described  in the  applicable
prospectus supplement,  a series of preferred stock may be redeemable at our or
the holder's option and/or may be mandatorily redeemed partially or in whole.


                                      40


LIQUIDATION PREFERENCE

         Upon any voluntary or involuntary liquidation,  dissolution or winding
up of us, holders of each series of preferred  stock may be entitled to receive
distributions  upon liquidation.  Those  distributions  will be made before any
distribution is made on any securities  ranking junior relating to liquidation.
The  terms  and  conditions  of those  distributions  will be set  forth in the
applicable  articles  supplementary  and  described in the relevant  prospectus
supplement.

VOTING RIGHTS

         The holders of shares of preferred  stock will have the voting  rights
provided by the applicable  articles  supplementary  and required by applicable
law.  These  voting  rights  will be  described  in the  applicable  prospectus
supplement.




                                      41


                           DESCRIPTION OF TRUST SHARES

GENERALLY

         On April 17, 2003, we completed the DLC transaction with Carnival plc.
As part of the DLC  transaction,  Carnival plc issued a special voting share to
us, and we  transferred  such share to the trustee of the P&O Princess  Special
Voting Trust, a trust established  under the laws of the Cayman Islands.  Trust
shares of  beneficial  interest  in the  property  subject to the P&O  Princess
Special Voting Trust were issued to us. The trust shares represent a beneficial
interest in the Carnival plc special voting share.  Immediately  following such
issue,  we  distributed  such trust  shares by way of a dividend  to our common
stockholders.  Under the Pairing Agreement, dated as of April 17, 2003, between
us, The Law Debenture Trust Corporation (Cayman) Limited, as trustee of the P&O
Princess  Special Voting Trust, and SunTrust Bank, as transfer agent, the trust
shares of  beneficial  interest in the P&O  Princess  Special  Voting Trust are
paired with, and evidenced by,  certificates  representing shares of our common
stock on a one-for-one basis. In addition, under the Pairing Agreement,  when a
share of our common stock is issued to a recipient after the closing of the DLC
transaction,  a paired trust share will be issued at the same time initially to
us, which will  immediately  transfer  such trust share to the same  recipient,
whereupon such trust share will be paired with the share of our common stock.

         Since  completion of the DLC  transaction,  shares of our common stock
have traded  together with the paired trust shares on the NYSE under the ticker
symbol "CCL." The paired trust shares entitle our  shareholders  to receive any
distributions  made by the P&O  Princess  Special  Voting  Trust.  As the  sole
purpose of the P&O Princess  Special Voting Trust relates to the holding of the
Carnival  plc  special   voting   share,   it  is  not  expected  to  make  any
distributions.

         The  Carnival  plc special  voting  share will be voted based upon the
outcome of voting at the relevant parallel meeting of our  shareholders,  based
on the  number of votes cast by our  shareholders  voting  their  shares of our
common stock. See "Description of Carnival  Corporation Capital  Stock--Special
Voting Share."

PAIRING AGREEMENT

         Under the Pairing Agreement, which was entered into by us, the trustee
of the P&O Princess Special Voting Trust and a transfer agent at the closing of
the DLC transaction:

         o      trust   shares  and   shares  of  our  common   stock  are  not
                transferable  unless the transferee acquires the same number of
                trust shares and our shares;

         o      we and the  transfer  agent will not agree to any  transfer  of
                shares of our  common  stock  unless the  transferee  agrees to
                acquire the corresponding trust shares;

         o      trust shares and shares of our common stock are not represented
                by separate certificates,  but by one certificate of our common
                stock, which represents an equal number of shares of our common
                stock and trust shares;

         o      upon each  issuance of  additional  shares of our common stock,
                including  pursuant to the exercise of any  existing  option or
                convertible  security,  the trustee of the P&O Princess Special
                Voting  Trust will issue an equal  number of  additional  trust
                shares;

         o      if we declare or pay any distribution consisting in whole or in
                part of shares of our common  stock,  or  subdivide  or combine
                shares  of our  common  stock,  then  the  trustee  of the  P&O
                Princess   Special  Voting  Trust  will  effect   corresponding
                adjustments to maintain the pairing  relationship  of one share
                of our common stock to each trust share;

         o      if we otherwise reclassify the shares of our common stock, then
                the  trustee  of the P&O  Princess  Special  Voting  Trust will
                effect such  transactions  as are  necessary  to  maintain  the


                                      42


                pairing  relationship of the securities into which one share of
                our common stock was so reclassified to each trust share; and

         o      if we cancel or retire  any  shares of our  common  stock,  the
                trustee of the P&O Princess Special Voting Trust will cancel or
                retire the corresponding trust shares.

VOTING TRUST DEED

         The voting trust deed of the P&O Princess Special Voting Trust governs
the administration of the P&O Princess Special Voting Trust. The trust property
consists of the Carnival plc special voting share,  all payments or collections
in respect of the Carnival plc special voting share and all other property from
time to time deposited in the trust.  The SVE Special Voting Deed provides that
at every meeting of Carnival plc shareholders at which a resolution relating to
a joint  electorate  action or a class rights action is to be  considered,  the
trustee of the P&O Princess  Special  Voting Trust will be present by corporate
representative  or by  proxy.  The  trustee  has no  discretion  as to how  the
Carnival  plc  special  voting  share  is to  be  voted  at  any  Carnival  plc
shareholders  meeting.  The trustee will vote the  Carnival plc special  voting
share  at  any  Carnival  plc  shareholders  meeting  in  accordance  with  the
requirements of:

         o      the Carnival plc articles,

         o      the special  voting deed  entered into on April 17, 2003 by us,
                Carnival  plc,  DLC SVC  Limited,  as  holder  of the  Carnival
                Corporation  special  voting  share,  the  trustee  of the  P&O
                Princess  Special  Voting Trust,  as holder of the Carnival plc
                special  voting share and The Law Debenture  Trust  Corporation
                p.l.c.,  as the legal and beneficial  owner of DLC SVC Limited,
                and

         o      the DLC  equalization  principles,  in effect,  to reflect  the
                outcome of votes at parallel  meetings of our  shareholders for
                purposes of joint electorate actions and class rights actions.

         The P&O  Princess  Special  Voting  Trust has a single  class of trust
shares of beneficial interest.  Each trust share represents an equal, absolute,
identical,  undivided  interest in the trust  property.  The trustee of the P&O
Princess  Special  Voting Trust is authorized  to issue an unlimited  number of
trust shares.




                                      43


                              PLAN OF DISTRIBUTION

         We or the selling  securityholders may sell the offered securities (a)
through agents;  (b) through  underwriters  or dealers;  (c) directly to one or
more purchasers;  or (d) through a combination of any of these methods of sale.
Any selling  securityholders  will act  independently of us in making decisions
with  respect to the  timing,  manner  and size of each sale of the  securities
covered by this prospectus. We will identify the specific plan of distribution,
including any  underwriters,  dealers,  agents or direct  purchasers  and their
compensation in a prospectus supplement.

         Sales of  shares of common  stock  and  other  securities  also may be
effected  from time to time in one or more  types of  transactions  (which  may
include  block  transactions,   special  offerings,   exchange   distributions,
secondary  distributions  or  purchases  by a broker or dealer) on the New York
Stock Exchange or any other national  securities  exchange or automated trading
and quotation  system on which the common stock or other securities are listed,
in  the  over-the-counter  market,  in  hedging  or  derivatives  transactions,
negotiated  transactions,  through options transactions  relating to the shares
(whether these options are listed on an options exchange or otherwise), through
the  settlement  of short sales or a  combination  of such methods of sale,  at
market prices  prevailing at the time of sale, at negotiated prices or at fixed
prices.  The securities may also be exchanged for  satisfaction  of the selling
securityholders'  obligations  or other  liabilities to their  creditors.  Such
transactions  may or may not involve  brokers or dealers.  Any shares of common
stock  offered  under  this  prospectus  will be listed  on the New York  Stock
Exchange (or such other stock exchange or automated  quotation  system on which
the common stock is listed), subject to official notice of issuance.

         The selling  securityholders  might not sell any securities under this
prospectus. In addition, any securities covered by this prospectus that qualify
for sale pursuant to Rule 144 of the  Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.

         The  registration  statement  of which this  prospectus  is a part was
requested  by certain  trusts for the benefit of members of the Arison  family,
including  our  Chairman  and  Chief  Executive  Officer  Micky  Arison.  These
shareholders requested the registration statement for financial, estate and tax
planning  purposes  and have no current  intent to sell any of their  shares of
common stock  except for sales under Rule 144.  Under the  registration  rights
agreement,   we  are  required  to  bear  certain   expenses  related  to  this
registration statement.


                                      44


                                  LEGAL MATTERS

         Paul,  Weiss,  Rifkind,  Wharton & Garrison  LLP has  passed  upon the
validity of the Debt Securities and Warrants offered by this prospectus for us.
Dickinson Cruickshank has passed upon the validity of the guarantees offered by
this prospectus by Carnival plc. The validity of the shares of our common stock
and our preferred  stock offered by this  prospectus  and certain other matters
with respect to Panamanian  law have been passed upon for Carnival  Corporation
by Tapia  Linares y Alfaro.  The  validity  of the trust  shares of  beneficial
interest in the P&O Princess  Special  Voting Trust and certain  other  matters
with respect to Cayman  Islands law have been passed upon by Maples and Calder.
The validity of the Carnival plc special voting share and certain other matters
with  respect  to the laws of  England  and  Wales  have been  passed  upon for
Carnival plc by Freshfields Bruckhaus Deringer.

         James M. Dubin and John J. O'Neil,  partners of Paul, Weiss,  Rifkind,
Wharton & Garrison  LLP,  had shared or sole  rights to vote or dispose of over
approximately  18% of Carnival  Corporation's  outstanding  common  stock as of
February 28, 2006 by virtue of their control of certain  trusts for the benefit
of certain Arison family  members.  This  represents  approximately  14% of the
total voting power of Carnival  Corporation & plc. Mr. Dubin also  beneficially
owns 1,000 shares of common stock which he holds directly.

         Paul, Weiss, Rifkind, Wharton & Garrison LLP also serves as counsel to
Micky  Arison,  who is the  chairman  and  chief  executive  officer  of us and
Carnival plc, and other Arison family members and trusts.


                                    EXPERTS

         The consolidated  financial statements and management's  assessment of
the  effectiveness  of internal  control  over  financial  reporting  (which is
included in Management's  Report on Internal Control over Financial  Reporting)
incorporated in this prospectus by reference to the joint Annual Report on Form
10-K of Carnival  Corporation & plc for the year ended November 30, 2005,  have
been so incorporated in reliance on the report of  PricewaterhouseCoopers  LLP,
an  independent  registered  certified  public  accounting  firm,  given on the
authority of said firm as experts in accounting and auditing.


                                      45



===============================================================================





                               [GRAPHIC OMITTED]
                         [LOGO - CARNIVAL CORPORATON]


                              CARNIVAL CORPORATION

                                  COMMON STOCK
                                 PREFERRED STOCK
                                 DEBT SECURITIES
                                    WARRANTS
                                    GUARANTEE


                                   PROSPECTUS
                                  MARCH 9, 2006





===============================================================================




                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the various expenses payable in
connection with the issuance and distribution of the securities being registered
hereby, other than underwriting discounts and commissions (which will be
described in the applicable prospectus supplement). All the amounts shown are
estimates. All of such expenses (other than the SEC registration fees for
securities of certain selling securityholders) are being borne by Carnival
Corporation & plc.

SEC Registration Fee........................................      $         0*
Accounting Fees and Expenses................................      $    10,000
Legal Fees and Expenses.....................................      $    75,000
Printing and Engraving Expenses.............................      $    60,000
Miscellaneous Fees and Expenses.............................      $    17,000
                                                                 -------------
      Total.................................................      $   162,000
                                                                 =============

--------------
* Deferred in accordance with Rule 456(b) and Rule 457(r).


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Carnival   Corporation's   third  amended  and  restated  articles  of
incorporation  and  by-laws  provide,  subject  to the  requirements  set forth
therein,  that with respect to any person who was or is threatened to be made a
party to any  threatened,  pending or  completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative,  Carnival Corporation
shall  indemnify  such  person  by  reason of the fact that he is or was one of
Carnival  Corporation's  or  Carnival  plc's  directors  or  officers,  and may
indemnify  such  person by reason of the fact that he is or was one of Carnival
Corporation's  or Carnival  plc's  employees  or agents or is or was serving at
Carnival  Corporation's  or  Carnival  plc's  request as a  director,  officer,
employee or agent in another corporation,  partnership, joint venture, trust or
other enterprise,  in either case against expenses (including attorney's fees),
judgments,  fines  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
Carnival  Corporation's  or Carnival  plc's best interests and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe his
conduct was unlawful.  Carnival  Corporation  has entered into  agreements with
each  of its  directors  providing  essentially  the  same  indemnities  as are
described in Carnival  Corporation's  third  amended and  restated  articles of
incorporation  in the  event  that  such  director  or such  director's  heirs,
executors  or  administrators  are  made a  party  to  threatened,  pending  or
completed actions, suits or proceedings as described above.

Article 288 of Carnival plc's articles of association provides:

         "Subject to the provisions of the Companies Acts but without prejudice
to any indemnity to which a director may otherwise be entitled,  every director
or  other  officer  of  Carnival  plc  or  of  Carnival  Corporation  shall  be
indemnified out of the assets of Carnival plc against any liability incurred by
him to the fullest extent permitted under the law."

         Under the UK  Companies  Act 1985,  a UK company is not  permitted  to
indemnify a director  or officer of the company (or any person  employed by the
company as an auditor)  against  any  liability  in respect of any  negligence,
default,  breach  of duty or  breach  of trust of  which  he may be  guilty  in
relation to the company. UK companies, however, may:

         o      purchase  and  maintain  liability  insurance  for officers and
                directors; and

         o      indemnify an officer and director against any liability incurred
                by him either in defending any proceedings in which judgment is
                given in his favor or he is acquitted,  or in  connection  with
                the court  granting  him relief from  liability  in the case of
                honest and reasonable conduct.


                                      II-1


         Carnival plc has entered into  agreements  with each of its  directors
providing  essentially the same  indemnities as are described in Carnival plc's
articles of association as described above.

ITEM 16.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

  1.1**    Form of Underwriting Agreement (incorporated by reference to Exhibit
           1 to the Carnival  Corporation's  Registration Statement on Form S-3
           (File No. 333-43629) filed with the SEC on December 24, 1997)

  3.1**    Third  Amended and Restated  Articles of  Incorporation  of Carnival
           Corporation  (incorporated  by reference to Exhibit 3.1 to the joint
           Current Report on Form 8-K of Carnival Corporation and Carnival plc,
           filed on April 17, 2003)

  3.2**    Amended and Restated By-laws of Carnival  Corporation  (incorporated
           by reference to Exhibit 3.2 to the joint Current  Report on Form 8-K
           of Carnival Corporation and Carnival plc, filed on April 17, 2003)

  3.3**    Articles of Association of Carnival plc  (incorporated  by reference
           to Exhibit 3.3 to the joint  Current  Report on Form 8-K of Carnival
           Corporation and Carnival plc, filed on April 17, 2003)

  3.4**    Memorandum of Association of Carnival plc (incorporated by reference
           to Exhibit 3.4 to the joint  Current  Report on Form 8-K of Carnival
           Corporation and Carnival plc, filed on April 17, 2003)

  4.1**    Specimen  Common  Stock  Certificate  (incorporated  by reference to
           Exhibit 4.16 to the joint Registration  Statement on Form S-3/F-3 of
           Carnival Corporation, Carnival plc and POPCIL, filed with the SEC on
           June 19, 2003)

  4.2**    Senior Indenture,  dated April 25, 2001, between the Company and the
           Senior Trustee relating to the Senior Debt Securities  (incorporated
           by reference to Exhibit 4.5 to Carnival  Corporation's  Registration
           Statement on Form S-3 (File No. 333-62950))

  4.3**    Form of Subordinated  Indenture between the Company and Subordinated
           Trustee relating to the Subordinated  Debt Securities  (incorporated
           by reference to Exhibit 4.2 to Carnival  Corporation's  Registration
           Statement on Form S-3 (File No. 333-43269))

  4.4**    Form of Senior Debt Security (included in Exhibit 4.2)

  4.5**    Form of Subordinated Debt Security (included in Exhibit 4.3)

  4.6*     Form of Warrant Agreement

  4.7**    Pairing  Agreement,  dated as of April 17,  2003,  between  Carnival
           Corporation,  The Law Debenture Trust Corporation  (Cayman) Limited,
           as trustee,  and SunTrust Bank, as transfer agent  (incorporated  by
           reference to Exhibit 4.1 to the joint Current  Report on Form 8-K of
           Carnival Corporation and Carnival plc, filed on April 17, 2003)

  4.8**    Voting  Trust Deed,  dated as of April 17,  2003,  between  Carnival
           Corporation  and  The  Law  Debenture  Trust  Corporation   (Cayman)
           Limited, as trustee (incorporated by reference to Exhibit 4.2 to the
           joint  Current  Report  on  Form  8-K of  Carnival  Corporation  and
           Carnival plc, filed on April 17, 2003)

  4.9**    Carnival plc Deed  of Guarantee  between  Carnival  Corporation  and
           Carnival plc, dated as of April 17, 2003  (incorporated by reference
           to Exhibit 4.10 to the joint Registration  Statement on Form S-3/F-3
           of Carnival Corporation, Carnival plc and POPCIL, filed with the SEC
           on June 19, 2003)

  5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP


                                      II-2


  5.2      Opinion of Tapia Linares y Alfaro


  5.3      Opinion of Freshfields Bruckhaus Deringer

  5.4      Opinion of Maples and Calder

  5.5      Opinion of Dickinson Cruickshank

 12.1**    Ratio of  Earnings  to  Fixed  Charges  of  Carnival  Corporation  &
           Carnival  plc  (incorporated  by reference to Exhibit 12 to Carnival
           Corporation  and Carnival  plc's joint Annual Report Form 10-K filed
           on February 9, 2006)

 23.1      Consent of PricewaterhouseCoopers LLP

 23.2      Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
           Exhibit 5.1)

 23.3      Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)

 23.4      Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.3)

 23.5      Consent of Maples and Calder (included in Exhibit 5.4)

 23.6      Consent of Dickinson Cruickshank (included in Exhibit 5.5)

 24.1      Powers of Attorney (included on signature pages)

 25.1**    Statement of  Eligibility  under the Trust  Indenture Act of 1939 on
           Form T-1 of the Senior  Trustee  to act as Trustee  under the Senior
           Indenture  (incorporated  by  reference  to Exhibit 25.1 to Carnival
           Corporation's   Registration   Statement   on  Form  S-3  (File  No.
           333-62950) filed with the SEC on June 13, 2001)

 25.2*     Statement of  Eligibility  under the Trust  Indenture Act of 1939 on
           Form T-1 of the  Subordinated  Trustee to act as  Trustee  under the
           Subordinated Indenture


--------------
*    To be  incorporated  by reference in  connection  with an offering of such
     securities.

**   Filed previously.


                                      II-3



ITEM 17.  UNDERTAKINGS

         (a)    The Registrants hereby undertake:

         (1)    To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                (i)     to include any prospectus  required by Section 10(a)(3)
         of the Securities Act of 1933;

                (ii)    to  reflect  in the  prospectus  any  facts  or  events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective  amendment thereof) which,  individually or
         in the aggregate,  represent a fundamental  change in the  information
         set  forth  in  the  Registration   Statement.   Notwithstanding   the
         foregoing,  any increase or decrease in volume of  securities  offered
         (if the total dollar value of securities offered would not exceed that
         which was  registered)  and any deviation  from the low or high end of
         the estimated maximum offering range may be reflected in the form of a
         prospectus  filed  with the SEC  pursuant  to Rule  424(b)  if, in the
         aggregate,  the changes in volume and price  represent  no more than a
         20% change in the maximum  aggregate  offering  price set forth in the
         "Calculation of Registration Fee" table in the effective  registration
         statement; and

                (iii)   to include any material information with respect to the
         plan of  distribution  not previously  disclosed in this  Registration
         Statement  or  any  material  change  to  such   information  in  this
         Registration Statement;

provided,  however,  that paragraphs (i), (ii) and (iii) of this Section do not
apply  if the  Registration  Statement  is on  Form  S-3 or Form  S-8,  and the
information  required  to be included in a  post-effective  amendment  by those
paragraphs is contained in periodic  reports filed with or furnished to the SEC
by the  Registrants  pursuant to Section 13 or Section 15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by reference in this  Registration
Statement,  or is  contained  in a form of  prospectus  filed  pursuant to Rule
424(b) that is part of the Registration Statement;

         (2)    That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such  post-effective  amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof;

         (3)    To  remove  from  registration  by  means  of a  post-effective
amendment any of the  securities  being  registered  which remain unsold at the
termination of the offering;

         (4)    That,  for  purposes of  determining  any  liability  under the
Securities Act of 1933 to any purchaser

         (A)    Each  prospectus  filed  by the  Registrant  pursuant  to  Rule
424(b)(3)  shall be deemed to be part of the  registration  statement as of the
date of the filed prospectus was deemed part of an included in the registration
statement; and

         (B)    Each   prospectus   required  to  be  filed  pursuant  to  Rule
424(b)(2),  (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),  (vii) or
(x) for the purpose of providing the  information  required by Section 10(a) of
the  Securities  Act of 1933 shall be deemed to be part of and  included in the
registration statement as of the earlier of the date such form of prospectus is
first used after  effectiveness  or the date of the first  contract  of sale of
securities in the offering  described in prospectus.  As provided in Rule 430B,
for  liability  purposes  of the issuer and any person  that is at that date an
underwriter,  such  date  shall be  deemed  to be a new  effective  date of the
registration statement relating to the securities in the registration statement
to which the prospectus  relates,  and the offering of such  securities at that
time shall be deemed to be the initial BONA FIDE  offering  thereof.  PROVIDED,
HOWEVER, that no statement made in a registration  statement or prospectus that
is part of the  registration  statement or made in a document  incorporated  or
deemed incorporated by reference into the registration  statement or prospectus
that is part of the registration  statement will, as to a purchaser with a time
of  contract  of sale prior to such  effective  date,  supersede  or modify any


                                      II-4


statement that was made in the  registration  statement or prospectus  that was
part of the  registration  statement or made in any such  document  immediately
prior to such effective date; and

         (5)    That, for the purpose of  determining  liability of each of the
Registrants  under the  Securities  Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned Registrants undertake that in a
primary offering of securities of the undersigned  Registrants pursuant to this
registration statement,  regardless of the underwriting method used to sell the
securities  to the  purchaser,  if the  securities  are offered or sold to such
purchaser  by  means  of any  of  the  following  communications,  each  of the
undersigned  Registrants  will  be a  seller  to  the  purchaser  and  will  be
considered to offer or sell such securities to such purchaser:

                (i)     Any   preliminary   prospectus  or  prospectus  of  the
         undersigned  Registrants relating to the offering required to be filed
         pursuant to Rule 424;

                (ii)    Any free  writing  prospectus  relating to the offering
         prepared  by or on behalf of the  undersigned  Registrants  or used or
         referred to by the undersigned Registrants;

                (iii)   The  portion  of  any  other  free  writing  prospectus
         relating to the offering  containing  material  information  about the
         undersigned  Registrants or securities  provided by or on behalf of an
         undersigned Registrant; and

                (iv)    Any  other  communication  that  is  an  offer  in  the
         offering made by the undersigned Registrants to the purchaser.

         (6)    The  undersigned   registrants  hereby  undertake  to  file  an
application  for the purpose of determining  the  eligibility of the trustee to
act  under  subsection  (a)  of  Section  310  of the  Trust  Indenture  Act in
accordance with the rules and  regulations  prescribed by the SEC under Section
305(b)(2) of the Trust Indenture Act.

         (b)    Each of the undersigned  Registrant  hereby undertake that, for
purposes of determining  any liability under the Securities Act, each filing of
Registrants'  annual  report  pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934 that is  incorporated  by  reference  in this
Registration  Statement  shall be  deemed  to be a new  registration  statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)    Insofar as  indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrants pursuant to the foregoing provisions,  or otherwise,
the  Registrants  have  been  advised  that  in the  opinion  of the  SEC  such
indemnification is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event that a claim for  indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred  or  paid  by a  director,  officer,  or  controlling  person  of  the
Registrants  in the  successful  defense of any action,  suit or proceeding) is
asserted by such director,  officer,  or controlling  person in connection with
the securities being registered, the Registrants will, unless in the opinion of
its counsel the matter has been settled by controlling  precedent,  submit to a
court of appropriate  jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.



                                      II-5



SIGNATURES OF CARNIVAL CORPORATION AND CARNIVAL PLC

         Pursuant to the  requirements  of the Securities Act of 1933,  each of
the Registrants certify that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-3 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in the City of Miami,  State of  Florida,  on the 9th day of
March, 2006.


CARNIVAL CORPORATION                        CARNIVAL PLC

By:  /s/ Micky Arison                       By: /s/ Micky Arison
     ---------------------------------          --------------------------------
     Name:  Micky Arison                        Name:  Micky Arison
     Title: Chairman of the Board               Title: Chairman of the Board
            of Directors and Chief                     of Directors and Chief
            Executive Officer                          Executive Officer


                            POWER OF ATTORNEY

         Each of the undersigned directors and officers of Carnival Corporation
and Carnival plc hereby  severally  constitutes  and appoints  Howard S. Frank,
Gerald R. Cahill or Arnaldo  Perez and each of them, as  attorneys-in-fact  for
the undersigned, in any and all capacities, with full power of substitution, to
sign any amendments to this Registration  Statement  (including  post-effective
amendments),  and to file the same with exhibits thereto and other documents in
connection  therewith with the SEC, granting unto said  attorneys-in-fact,  and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all  intents  and  purposes  as he or she might or could do in  person,  hereby
ratifying and confirming all that each said  attorney-in-fact,  or any of them,
may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed  on March  9,  2006 by the  following
persons in the capacities indicated.



                 CARNIVAL CORPORATION                                          CARNIVAL PLC
------------------------------------------------------       -------------------------------------------------
          SIGNATURES                    TITLE                       SIGNATURES                  TITLE
------------------------------------------------------       -------------------------------------------------
                                                       
/s/ Micky Arison                Chairman of the Board        /s/ Micky Arison           Chairman of the Board
---------------------------     of Directors and             -----------------------    of Directors and
    Micky Arison                Chief Executive                  Micky Arison           Chief Executive
                                Officer (Principal                                      Officer (Principal
                                Executive Officer)                                      Executive Officer)


/s/ Howard S. Frank             Vice Chairman of the         /s/ Howard S. Frank        Vice Chairman of the
---------------------------     Board of Directors           -----------------------    Board of Directors
    Howard S. Frank             and Chief Operating              Howard S. Frank        and Chief Operating
                                Officer                                                 Officer


/s/ Gerald R. Cahill            Senior Vice                  /s/ Gerald R. Cahill       Senior Vice
---------------------------     President--Finance and       -----------------------    President--Finance and
    Gerald R. Cahill            Chief Financial and              Gerald R. Cahill       Chief Financial and
                                Accounting Officer                                      Accounting Officer
                                (Principal Financial                                    (Principal Financial
                                Officer and Principal                                   Officer and Principal
                                Accounting Officer)                                     Accounting Officer)




                                      II-6




                 CARNIVAL CORPORATION                                     CARNIVAL PLC
------------------------------------------------------  -------------------------------------------------
          SIGNATURES             TITLE                        SIGNATURES           TITLE
------------------------------------------------------  -------------------------------------------------
                                                                           

/s/ Richard G. Capen, Jr.       Director                /s/ Richard G. Capen, Jr.       Director
---------------------------                             --------------------------
    Richard G. Capen, Jr.                                   Richard G. Capen, Jr.


/s/ Robert H. Dickinson         Director                /s/ Robert H. Dickinson         Director
---------------------------                             --------------------------
    Robert H. Dickinson                                     Robert H. Dickinson



/s/ Arnold W. Donald            Director                /s/ Arnold W. Donald            Director
---------------------------                             --------------------------
    Arnold W. Donald                                        Arnold W. Donald


/s/ Pier Luigi Foschi           Director                /s/ Pier Luigi Foschi           Director
---------------------------                             --------------------------
    Pier Luigi Foschi                                       Pier Luigi Foschi


/s/ Baroness Hogg               Director                /s/ Baroness Hogg               Director
---------------------------                             --------------------------
    Baroness Hogg                                           Baroness Hogg


/s/ A. Kirk Lanterman           Director                /s/ A. Kirk Lanterman           Director
---------------------------                             --------------------------
    A. Kirk Lanterman                                       A. Kirk Lanterman


/s/ Modesto A. Maidique         Director                /s/ Modesto A. Maidique         Director
---------------------------                             --------------------------
    Modesto A. Maidique                                     Modesto A. Maidique


/s/ Sir John Parker             Director                /s/ Sir John Parker             Director
---------------------------                             --------------------------
    Sir John Parker                                         Sir John Parker


/s/ Peter G. Ratcliffe          Director                /s/ Peter G. Raticliff          Director
---------------------------                             --------------------------
    Peter G. Ratcliffe                                      Peter G. Ratcliffe


/s/ Stuart Subotnick            Director                /s/ Stuart Subotnick            Director
---------------------------                             --------------------------
    Stuart Subotnick                                        Stuart Subotnick


/s/ Uzi Zucker                  Director                /s/ Uzi Zucker                  Director
---------------------------                             --------------------------
    Uzi Zucker                                              Uzi Zucker




                                     II-7


                                  EXHIBIT INDEX

  1.1**    Form of Underwriting Agreement (incorporated by reference to Exhibit
           1 to the Carnival  Corporation's  Registration Statement on Form S-3
           (File No. 333-43629) filed with the SEC on December 24, 1997)

  3.1**    Third  Amended and Restated  Articles of  Incorporation  of Carnival
           Corporation  (incorporated  by reference to Exhibit 3.1 to the joint
           Current Report on Form 8-K of Carnival Corporation and Carnival plc,
           filed on April 17, 2003)

  3.2**    Amended and Restated By-laws of Carnival  Corporation  (incorporated
           by reference to Exhibit 3.2 to the joint Current  Report on Form 8-K
           of Carnival Corporation and Carnival plc, filed on April 17, 2003)

  3.3**    Articles of Association of Carnival plc  (incorporated  by reference
           to Exhibit 3.3 to the joint  Current  Report on Form 8-K of Carnival
           Corporation and Carnival plc, filed on April 17, 2003)

  3.4**    Memorandum of Association of Carnival plc (incorporated by reference
           to Exhibit 3.4 to the joint  Current  Report on Form 8-K of Carnival
           Corporation and Carnival plc, filed on April 17, 2003)

  4.1**    Specimen  Common  Stock  Certificate  (incorporated  by reference to
           Exhibit 4.16 to the joint Registration  Statement on Form S-3/F-3 of
           Carnival Corporation, Carnival plc and POPCIL, filed with the SEC on
           June 19, 2003)

  4.2**    Senior Indenture,  dated April 25, 2001, between the Company and the
           Senior Trustee relating to the Senior Debt Securities  (incorporated
           by reference to Exhibit 4.5 to Carnival  Corporation's  Registration
           Statement on Form S-3 (File No. 333-62950))

  4.3**    Form of Subordinated  Indenture between the Company and Subordinated
           Trustee relating to the Subordinated  Debt Securities  (incorporated
           by reference to Exhibit 4.2 to Carnival  Corporation's  Registration
           Statement on Form S-3 (File No. 333-43269))

  4.4**    Form of Senior Debt Security (included in Exhibit 4.2)

  4.5**    Form of Subordinated Debt Security (included in Exhibit 4.3)

  4.6*     Form of Warrant Agreement

  4.7**    Pairing  Agreement,  dated as of April 17,  2003,  between  Carnival
           Corporation,  The Law Debenture Trust Corporation  (Cayman) Limited,
           as trustee,  and SunTrust Bank, as transfer agent  (incorporated  by
           reference to Exhibit 4.1 to the joint Current  Report on Form 8-K of
           Carnival Corporation and Carnival plc, filed on April 17, 2003)

  4.8**    Voting  Trust Deed,  dated as of April 17,  2003,  between  Carnival
           Corporation  and  The  Law  Debenture  Trust  Corporation   (Cayman)
           Limited, as trustee (incorporated by reference to Exhibit 4.2 to the
           joint  Current  Report  on  Form  8-K of  Carnival  Corporation  and
           Carnival plc, filed on April 17, 2003)

  4.9**    Carnival plc Deed  of Guarantee  between  Carnival  Corporation  and
           Carnival plc, dated as of April 17, 2003  (incorporated by reference
           to Exhibit 4.10 to the joint Registration  Statement on Form S-3/F-3
           of Carnival Corporation, Carnival plc and POPCIL, filed with the SEC
           on June 19, 2003)

  5.1      Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP

  5.2      Opinion of Tapia Linares y Alfaro


                                      II-8


  5.3      Opinion of Freshfields Bruckhaus Deringer

  5.4      Opinion of Maples and Calder

  5.5      Opinion of Dickinson Cruickshank

 12.1**    Ratio of  Earnings  to  Fixed  Charges  of  Carnival  Corporation  &
           Carnival  plc  (incorporated  by reference to Exhibit 12 to Carnival
           Corporation  and Carnival  plc's joint Annual Report Form 10-K filed
           on February 9, 2006)

 23.1      Consent of PricewaterhouseCoopers LLP

 23.2      Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
           Exhibit 5.1)

 23.3      Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)

 23.4      Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.3)

 23.5      Consent of Maples and Calder (included in Exhibit 5.4)

 23.6      Consent of Dickinson Cruickshank (included in Exhibit 5.5)

 24.1      Powers of Attorney (included on signature pages)

 25.1**    Statement of  Eligibility  under the Trust  Indenture Act of 1939 on
           Form T-1 of the Senior  Trustee  to act as Trustee  under the Senior
           Indenture  (incorporated  by  reference  to Exhibit 25.1 to Carnival
           Corporation's   Registration   Statement   on  Form  S-3  (File  No.
           333-62950) filed with the SEC on June 13, 2001)

 25.2*     Statement of  Eligibility  under the Trust  Indenture Act of 1939 on
           Form T-1 of the  Subordinated  Trustee to act as  Trustee  under the
           Subordinated Indenture


--------------
*    To be  incorporated  by reference in  connection  with an offering of such
     securities.

**   Filed previously.




                                   II-9