SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
                               
                     AMENDED AND RESTATED
                         SCHEDULE 13D
                               
          Under the Securities Exchange Act of 1934
           (Amendment No. 4 to Amended and Restated
                                Schedule 13D)*
   
                   CARNIVAL CORPORATION                     
                      (Name of Issuer)
   
            Class A Common Stock ($.01 par value)           
               (Title of Class of Securities)
   
                         143658 10 2                        
                       (CUSIP Number)
   
                     Arnaldo Perez, Esq.
                       General Counsel
                     Carnival Corporation
                    3655 N.W. 87th Avenue
                  Miami, Florida  33178-2428
                                (305) 599-2600              
   (Name, Address and Telephone Number of Person Authorized to
   Receive Notices and Communications)
   
                      November 22, 1995                     
   (Date of Event which Requires Filing of this Statement)
   
   If the filing person has previously filed a statement on Schedule 13G to
   report the acquisition which is the subject of this Schedule 13D, and is
   filing this schedule because of Rule 13d-1(b)(3) or (4), check the
   following box [  ].
   
   Check the following box if a fee is being paid with the statement [  ].  
   (A fee is not required only if the reporting person:  (1) has a previous
   statement on file reporting beneficial ownership of more than five percent
   of the class of securities described in Item 1; and (2) has filed no
   amendment subsequent thereto reporting beneficial ownership of less than
   five percent of such class).  (See Rule 13d-7.)
   
   Note:  Six copies of this statement, including all exhibits, should be
   filed with the Commission.  See Rule 13d-1(a) for other parties to whom
   copies are to be sent.
   
   * The remainder of this cover page shall be filled out for a reporting
   person's initial filing on this form with respect to the subject class of
   securities, and for any subsequent amendment containing information which
   would alter disclosures provided in a prior cover page.
   
   The information required on the remainder of this cover page shall not be
   deemed to be "filed" for the purpose of Section 18 of the Securities
   Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
   that section of the Act but shall be subject to all other provisions of the
   Act (however, see the Notes).
                                                 Exhibit Index on Page 32  

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Delaware
                                                            
   Number of        7)   Sole Voting Power:  2,332,457.34
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  2,332,457.34
   ing Person                                               
   With             10)  Shared Dispositive Power:  -0-
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  2,332,457.34
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [X]
                                                                
     13)    Percent of Class Represented by Amount in Row
                  (11):
                                1.0%                            
   
     14)  Type of Reporting Person (See Instructions):  PN
                    Page 2 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          TAMMS MANAGEMENT CORPORATION
                                                               
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                               
     3)   SEC Use Only
                                                               
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                               
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                               
     6)   Citizenship or Place of Organization:  Delaware
                                                               
   Number of        7)   Sole Voting Power:  2,332,457.34
   Shares Bene-                                                  
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                      
   Each Report-     9)   Sole Dispositive Power:  233,246
   ing Person                                               
   With             10)  Shared Dispositive Power:  2,099,212
                                                               
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  2,332,457.34
                                                               
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [X]
                                                               
     13)  Percent of Class Represented by Amount in Row
             (11):
                                 1.0%                       
     14)  Type of Reporting Person (See Instructions):  CO
                    Page 3 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          TED ARISON
                                                               
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                               
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                               
     6)   Citizenship or Place of Organization:  Israel
                                                               
   Number of        7)   Sole Voting Power:  73,957,142
   Shares Bene-                                                  
   ficially         8)   Shared Voting Power:  2,332,457.34
   Owned by                                                      
   Each Report-     9)   Sole Dispositive Power:  73,957,142
   ing Person                                               
   With             10)  Shared Dispositive Power:  2,332,457.34
                                                               
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  74,479,236
                                                               
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [X]
                                                               
     13)  Percent of Class Represented by Amount in Row
             (11):
                                   32.4%
     14)  Type of Reporting Person (See Instructions):  IN
                                                               
                    Page 4 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          ARISON FOUNDATION, INC.
                                                               
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                               
     3)   SEC Use Only
                                                               
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                               
   
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                              
     6)   Citizenship or Place of Organization:  Florida
                                                               
   Number of   7)  Sole Voting Power:  3,450,000
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                      
   Each Report-     9)   Sole Dispositive Power:  3,450,000
   ing Person                                               
   With             10)  Shared Dispositive Power:  -0-
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  3,450,000
                                                               
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                               
     13)  Percent of Class Represented by Amount in Row
             (11):
                                    1.5%                       
     14)  Type of Reporting Person (See Instructions):  CO
                    Page 5 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          CONTINUED TRUST FOR MICHAEL ARISON
                                                               
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                               
     3)   SEC Use Only
                                                               
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                               
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Delaware
                                                            
   Number of        7)   Sole Voting Power:  2,000,000
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  2,000,000
   ing Person                                               
   With             10)  Shared Dispositive Power:  379,504.68
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  2,379,504.68
                                                               
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                               
     13)  Percent of Class Represented by Amount in Row
             (11):
                                 1.0%                          
     14)  Type of Reporting Person (See Instructions):  00
                                                            
      
                    Page 6 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          SHARI ARISON IRREVOCABLE GUERNSEY TRUST
                                                               
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                               
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                               
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                               
     6)   Citizenship or Place of Organization:  Guernsey,
             Channel Islands
                                                                
   Number of        7)   Sole Voting Power:  3,000,000
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  3,000,000
   ing Person                                               
   With             10)  Shared Dispositive Power:  551,354
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  3,551,354
                                                               
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                                
     13)  Percent of Class Represented by Amount in Row
                  (11):
                                    1.5%                       
     14)    Type of Reporting Person (See Instructions):  00
                    Page 7 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          CONTINUED TRUST FOR SHARI ARISON DORSMAN
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Delaware
                                                            
   Number of        7)   Sole Voting Power:  2,000,000
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  2,000,000
   ing Person                                               
   With             10)  Shared Dispositive Power:  379,504.66
                                                               
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  2,379,504.66
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):
                                 1.0%                       
     14)  Type of Reporting Person (See Instructions):  00
   
      
                    Page 8 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Delaware
                                                            
   Number of        7)   Sole Voting Power:  2,500,000
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  2,500,000
   ing Person                                               
   With             10)  Shared Dispositive Power:  500,000
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  3,000,000
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):
                               1.3%                            
     14)  Type of Reporting Person (See Instructions):  00
                                                               
                    Page 9 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          CONTINUED TRUST FOR MICKY ARISON
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                               
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                               
     6)   Citizenship or Place of Organization:  Delaware
                                                            
   Number of        7)   Sole Voting Power:  1,479,504.66
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  1,479,504.66
   ing Person                                               
   With             10)  Shared Dispositive Power:  -0-
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  1,479,504.66
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):      .6%
     14)  Type of Reporting Person (See Instructions):  00
                    Page 10 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          MICKY ARISON
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  United
             States
                                                            
   Number of        7)   Sole Voting Power:  3,451,354
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  2,332,458
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  3,451,354
   ing Person                                               
   With             10)  Shared Dispositive Power:  2,332,458
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  3,451,354
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [X]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):
                                 1.5 %                      
     14)  Type of Reporting Person (See Instructions):  IN
      
                    Page 11 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          THE TED ARISON CHARITABLE TRUST
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Jersey,
             Channel Islands
                                                            
   Number of        7)   Sole Voting Power:  2,000,000
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power: 2,000,000
   ing Person                                               
   With             10)  Shared Dispositive Power:  -0-
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  2,000,000
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [  ]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):
                                 0.9%                       
     14)  Type of Reporting Person (See Instructions):  00
      
                    Page 12 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          A.H.W. LIMITED
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Guernsey,
             Channel Islands
                                                            
   Number of        7)   Sole Voting Power:  -0-
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  -0-
   ing Person                                               
   With             10)  Shared Dispositive Power:  551,354
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  551,354
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [ ]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):
                                0.2%                        
     14)  Type of Reporting Person (See Instructions):  CO
                                                            
      
                    Page 13 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          ANDREW H. WEINSTEIN
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  United
             States
                                                            
   Number of        7)   Sole Voting Power:  -0-
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  27,832,726
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  -0-
   ing Person                                               
   With             10)  Shared Dispositive Power:  27,832,726
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  27,832,726
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [ ]
                                                            
     13)  Percent of Class Represented by Amount in Row
             (11):
                                  12.1%                        
     14)  Type of Reporting Person (See Instructions):  IN
      
                    Page 14 of 50

CUSIP No. 143658 10 2                                       
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          TAF MANAGEMENT COMPANY
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Delaware
                                                            
   Number of        7)   Sole Voting Power:  -0-
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  9,238,514
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  -0-
   ing Person                                               
   With             10)  Shared Dispositive Power:  9,238,514
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  9,238,514
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [ ]
                                                            
      13) Percent of Class Represented by Amount in Row
             (11):
                                  4.0%                      
     14)  Type of Reporting Person (See Instructions):  CO
                                                            
      
                    Page 15 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI
             NO. 1
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Jersey,
             Channel Islands
                                                            
   Number of        7)   Sole Voting Power:  -0-
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  -0-
   ing Person                                               
   With             10)  Shared Dispositive Power:  15,042,858
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  15,042,858
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [ ]
                                                               
     13)    Percent of Class Represented by Amount in Row
                  (11):
                                  6.5%                         
     14)  Type of Reporting Person (See Instructions):  00
      
                    Page 16 of 50

CUSIP No. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S.
             Identification Nos. of Above Persons:
          KENTISH LIMITED
                                                            
     2)   Check the Appropriate Box if a Member of a Group
             (See Instructions)
          (a)  [  ]
          (b)  [ X]
                                                            
     3)   SEC Use Only
                                                            
     4)   Source of Funds (See Instructions):  Not
             Applicable
                                                            
     5)   Check if Disclosure of Legal Proceedings is
             Required Pursuant to Items 2(d) or 2(e) [  ]
                                                            
     6)   Citizenship or Place of Organization:  Isle of
             Man, United Kingdom
                                                            
   Number of        7)   Sole Voting Power:  15,042,858
   Shares Bene-                                             
   ficially         8)   Shared Voting Power:  -0-
   Owned by                                                 
   Each Report-     9)   Sole Dispositive Power:  -0-
   ing Person                                               
   With             10)  Shared Dispositive Power:  15,042,858
                                                            
     11)  Aggregate Amount Beneficially Owned by Each
             Reporting Person:  15,042,858
                                                            
     12)  Check if the Aggregate Amount in Row (11) Excludes
             Certain Shares (See Instructions) [ ]
                                                                
     13)  Percent of Class Represented by Amount in Row
                  (11):
                                6.5%                           
     14)  Type of Reporting Person (See Instructions):  CO
      
                    Page 17 of 50

          The amended and restated joint statement on
   Schedule 13D dated December 18, 1987, as amended and
   restated on October 19, 1993, as further amended by
   Amendment No. 1 dated December 22, 1993, as further amended
   by Amendment No. 2 dated September 26, 1994 and as further
   amended by Amendment No. 3 dated April 20, 1995 of TAMMS
   Investment Company, Limited Partnership, TAMMS Management
   Corporation, Ted Arison, Arison Foundation, Inc., the
   Continued Trust for Michael Arison, the Shari Arison
   Irrevocable Guernsey Trust, the Continued Trust for Shari
   Arison Dorsman, the Marilyn B. Arison Irrevocable Delaware
   Trust, the Continued Trust for Micky Arison, Micky Arison,
   the Ted Arison Charitable Trust, A.H.W. Limited, Andrew H.
   Weinstein, TAF Management Company, the Ted Arison 1994
   Irrevocable Trust for Shari No. 1 and Kentish Limited is
   hereby amended as follows:
   Item 2.               Identity and Background
     Item 2, paragraph (a) is hereby amended by the deletion
   of paragraphs (xii), (xiii), (xiv), (xviii) and (xix) in
   their entirety.  Paragraphs (a) (xv), (xvi), (xvii), (xx)
   and (xxi) are renumbered as paragraphs (a) (xii), (xiii),
   (xiv), (xv), and (xvi), respectively.
   
     Item 2, paragraph (c) is further amended by the
   deletion of paragraph c(ii) in its entirety and the
   substitution thereof of the following:
                    Page 18 of 50
   
          "(c)(ii)  TAMMS Corp. is a Delaware corporation,
        the principal business of which is acting as Managing
        General Partner of TAMMS L.P.  Its business address is
        1201 N. Market Street, Wilmington, Delaware 19899.  The
        name, residence or business address and principal
        occupation or employment of each director, executive
        officer and controlling person of TAMMS Corp. are as
        follows:
   
                                             Principal 
   Name               Residence or          Occupation or
                     Business Address        Employment
   
   
   Ted Arison       Marcaz Golda, 23          Investor
                    Shaul Hamelech
                    Boulevard,
                    Tel-Aviv 64367 Israel
   
   
   Micky Arison     3655 N.W. 87th Avenue     Chairman of the
                    Miami, FL  33178-2428     Board and Chief
                                              Executive
                                              Officer of the
                                              Issuer
   
   
   Johannes R.      Morris, Nichols,          Attorney-at-Law
   Krahmer          Arsht & Tunnell           at Morris
                    1201 N. Market Street     Nichols, Arsht
                    Wilmington, DE  19899     & Tunnell
                                              ("MNA&T")

   Walter C.        Morris, Nichols,          Attorney-at-Law
   Tuthill          Arsht & Tunnell           at MNA&T
                    1201 N. Market Street     
                    Wilmington, DE  19899     

   Denison H.       Morris, Nichols,          Attorney-at-Law
   Hatch, Jr.       Arsht & Tunnell           at MNA&T
                    1201 N. Market Street     
                    Wilmington, DE  19899     
   
   Arnaldo Perez    3655 N.W. 87th Avenue     Secretary and
                    Miami FL  33178-2428      General Counsel
                                              of the Issuer
   
   Henry Eckstein   Properties of             Real Property
                    Hamilton, Inc.            Manager and 
                    555 N.E. 34th Street,     Advisor
                    Suite 201
                    Miami, FL  33137
                    Page 19 of 50
   
          MNA&T is a law firm whose business address is 1201
   N. Market Street, Wilmington, Delaware 19899.
   
     Item 2, paragraph (c) is further amended by the
   deletion of paragraphs (c)(xiii) through c(xx) in their
   entirety and substitution thereof of the following:
   
          "(c)(xiii) The Jersey Charitable Trust is a Jersey
        trust established for the benefit of certain charities. 
        The address of the trust is 6/7 Mulcaster Street, St.
        Helier, Jersey JE4 8TL, Channel Islands.  The sole
        trustee of the trust is RBS.
          (c)(xiv) The Foundation is a private charitable
        foundation organized under the laws of the State of
        Florida, established by Mr. Ted Arison, for the benefit
        of certain charities.  The business address of the
        Foundation is 3655 N.W. 87th Avenue, 5th Floor, Miami,
        Florida  33178-2428.  The name, residence or business
        address and principal occupation or employment of each
        trustee, executive officer and controlling person of
        the Foundation are as follows:
   
                                             Principal 
   Name               Residence or          Occupation or
                     Business Address        Employment
   
   
   Shari Arison      3655 N.W. 87th          President, Secretary
                     Avenue                  and Treasurer of the
                     Miami, FL  33178-       Foundation 
                     2428
   
   Robert B.         3655 N.W. 87th          Vice-President of
   Sturges           Avenue                  the Issuer
                     Miami, FL  33178-       
                     2428
                    Page 20 of 50
   
   Marilyn Arison    Marcaz Golda, 23        Trustee of the 
                     Shaul Hamelach          Foundation
                     Boulevard,
                     Tel-Aviv 64367
                     Israel
   
   Madeleine         3655 N.W. 87th          Trustee of the
   Arison /1         Avenue                  Foundation
                     Miami, FL  33178-        
                     2428
      
   Arnaldo Perez     Described above         Described above
   
   Micky Arison      Described above         Described above"
   
       Item 2, paragraph (c) is further amended by renumbering
   paragraphs (c)(xxi) and (c)(xxii) as paragraphs (c)(xv) and
   (c)(xvi), respectively.
   
     Item 2, paragraph (f) is amended by the deletion
   thereof in its entirety and the substitution thereof of the
   following:
          "(f) The natural persons who are Reporting Persons
        or officers, directors, or controlling persons of the
        Reporting Persons have the following citizenship:
             Madeleine Arison, Marilyn Arison, Micky Arison,
             Shari Arison, Denison H. Hatch, Jr., Johannes R.
             Krahmer, Thomas R. Pulsifer, Robert B. Sturges,
             Walter C. Tuthill, Arnaldo Perez and Andrew H.
             Weinstein:  United States;
             Ted Arison:  Israel
   
/1  Madeleine Arison is the wife of Mr. Micky Arison
                    Page 21 of 50
   
     
   
   Item 3.               Source and Amount of Funds 
                         or Other Consideration
   
     Item 3 is hereby amended by the addition thereto of the
   following:
          "Since the last report, the Reporting Persons have
        restructured their aggregate holdings of Class A Common
        Stock with respect to 3,250,000 shares of Class A
        Common Stock.  This was accomplished by (a) the
        contribution of 900,000 shares of Class A Common Stock
        by the Micky Arison Continued Trust to Meadowbrook
        Equity Fund, L.L.C. in exchange for limited liability
        company interests in such fund; (b) the sale by (i) Ted
        Arison of 2,000,000 shares of Class A Common Stock for
        $23.25 per share and (ii) the Foundation of 150,000
        shares of Class A Common Stock: 50,000 shares for
        $24.00 per share, 20,000 shares for $23.13 per share,
        30,000 shares for $23.43 per share, and 50,000 shares
        for $25.20 per share; and (c) the vesting of options
        granted to Micky Arison exercisable as to 200,000
        shares of Class A Common Stock at a purchase price for
        each share of $22.50."
      
                    Page 22 of 50


   Item 4.     Purpose of Transaction
     Item 4 is hereby amended by the addition thereto of the
   following:  
          "The October and November 1995 Transfers (as
        defined below in "Interest in Securities of the
        Issuer") were effected for certain investment and other
        related purposes.  None of the Reporting Persons have
        any current plans to change in any material way the
        management or operations of the Issuer."
   
   Item 5.     Interest in Securities of the Issuer
     Item 5 is hereby amended by the addition thereto of the
   following:
          "On November 22, 1995, TAF Management Company as
        trustee of the Micky Arison Continued Trust contributed
        900,000 shares of Class A Common Stock to Meadowbrook
        Equity Fund, L.L.C. in exchange for limited liability
        company interests in such fund.
          On October 18, 1995, Ted Arison sold 2,000,000
        shares of Class A Common Stock at $23.25 per share in
        accordance with Rule 144 promulgated under the
        Securities Act of 1933, as amended (the "Securities
        Act").
      
                    Page 23 of 50

          On each of October 24, November 1, November 2 and 
        November 7, 1995, the Foundation sold 50,000 shares at
        $24.00, 20,000 shares at $23.13, 30,000 shares at
        $23.43, and 50,000 shares at $25.20, respectively, in
        accordance with Rule 144 promulgated under the
        Securities Act.
          The foregoing transfers are referred to herein as
        the "October and November 1995 Transfers."
          Following the October and November 1995 Transfers,
        Ted Arison beneficially owns an aggregate of 74,479,236
        shares of Class A Common Stock (approximately 32.4% of
        the total number of shares of Class A Common Stock
        outstanding as of August 31, 1995), 73,957,142 of which
        he holds directly, and 522,094 of which he owns
        beneficially by virtue of his interests in TAMMS L.P. 
        Ted Arison has sole voting and dispositive power over
        the 73,957,142 shares of Class A Common Stock he holds
        directly (including 1,200,000 shares which he holds by
        virtue of being the settlor of three revocable money
        trusts).
          Because of his controlling interest in TAMMS L.P.
        (through TAMMS Corp.), Ted Arison may be deemed to
        share dispositive and voting power over, and
        beneficially own, all of the 2,332,457.34 shares of
        Class A Common Stock beneficially owned by TAMMS L.P.;
        however, Ted Arison disclaims beneficial ownership of
        1,810,363.34 of such shares which are beneficially 
                    Page 24 of 50

        owned by the other partners of TAMMS L.P. (other than
        TAMMS Corp.).  Accordingly Ted Arison has only reported
        beneficial ownership of 522,094 shares of Class A
        Common Stock held by TAMMS L.P.
          Following the October and November 1995 Transfers,
        the Continued Trust for Micky Arison beneficially owns
        an aggregate of 1,479,504.66 shares of Class A Common
        Stock (approximately .6% of the total number of shares
        of Class A Common Stock outstanding as of August 31,
        1995), all of which it holds directly.  The Micky
        Arison Continued Trust has sole voting power and
        dispositive power with respect to 1,479,504.66 of the
        shares of Class A Common Stock held by it.
          Following the October and November 1995 Transfers,
        the Foundation beneficially owns 3,450,000 shares of
        Class A Common Stock (approximately 1.5% of the total
        number of shares outstanding as of August 31, 1995),
        all of which it holds directly.  The Foundation has
        sole voting power and sole dispositive power with
        respect to the 3,450,000 shares of Class A Common Stock
        held by it.  
          Following the October and November 1995 Transfers,
        Andrew H. Weinstein beneficially owns an aggregate of
        27,832,726 shares of Class A Common Stock
        (approximately 12.1% of the total number of shares
        outstanding as of August 31, 1995), by virtue of being
        the sole shareholder of A.H.W. Limited, the trustee of 
                    Page 25 of 50

        the Sharon Arison Guernsey Trust, and of TAF
        Management, the trustee of the Michael Arison Continued
        Trust, the Shari Arison Continued Trust, the Micky
        Arison Continued Trust and the Marilyn Arison Delaware
        Trust.  Mr. Weinstein may be deemed to share voting and
        dispositive power with respect to all such shares of
        Class A Common Stock.  Mr. Weinstein disclaims
        beneficial ownership of all such shares of Class A
        Common Stock.         
          Following the October and November 1995 Transfers,
        TAF Management beneficially owns an aggregate of
        9,238,514 shares of Class A Common Stock (approximately
        4.0% of the total number of shares outstanding as of
        August 31, 1995), by virtue of being the trustee of the
        Michael Arison Continued Trust, the Shari Arison
        Continued Trust, the Micky Arison Continued Trust and
        the Marilyn Arison Delaware Trust.  TAF Management may
        be deemed to share voting and dispositive power with
        respect to all such shares of Class A Common Stock. 
        TAF Management disclaims beneficial ownership of all
        such shares of Class A Common Stock. 
          Following the October and November 1995 Transfers,
        Micky Arison beneficially owns an aggregate of
        3,451,354 shares of Class A Common Stock (approximately
        1.5% of the total number of shares outstanding as of
        August 31, 1995) which he holds directly.  Micky Arison
        has sole disposition power with respect to the 
                    Page 26 of 50

        3,451,354 shares of Class A Common Stock that he holds
        directly.
          Because of his status as President and Treasurer
        of TAMMS Corp., Micky Arison may be deemed to share
        voting power with respect to the 2,332,458 shares of
        Class A Common Stock beneficially owned by TAMMS L.P. 
        Micky Arison disclaims beneficial ownership of the
        2,332,458 shares of Class A Common Stock owned by TAMMS
        L.P. which are beneficially owned by the limited
        partners of TAMMS L.P.  All such disclaimed shares are
        not shown herein as beneficially owned by Micky Arison.
          Except for the October and November 1995
        Transfers, the Reporting Persons have effected no
        transactions in shares of Class A Common Stock during
        the past 60 days."
   
   Item 6.     Contracts, Arrangements, Understandings
               or Relationships with respect to
               Securities of the Issuer
   
   
          Item 6 is hereby amended by the addition thereof
        of the following:
          "On May 30, 1995, Micky Arison was granted options
        by the Issuer to acquire 1,000,000 shares of Class A
        Common Stock at an exercise price of $22.50 per share
        (the "Stock Options").  The Stock Options vest and
        become exercisable at the rate of 200,000 shares on the
        date of the grant and on each of the first through
        fourth anniversary dates of the grant.  Since the Stock
        Options are not exercisable with respect to 800,000
                    Page 27 of 50

        shares of Class A Common Stock within the 60-day period
        following the date of this Amendment No. 4, only
        200,000 shares underlying the Stock Options are shown
        herein as beneficially owned by Micky Arison.
          In August 1995, the 1,600,000 shares of Class A
        Common Stock pledged by Ted Arison under the Pledge
        Agreement between Ted Arison and Barnett Bank of South
        Florida, N.A. ("Barnett Bank") were released.
          In August 1995 Barnett Bank entered into a pledge
        agreement with Micky Arison pursuant to which Micky
        Arison pledged 400,000 shares of Class A Common Stock
        as collateral for a loan to Carnival Air Lines, Inc. 
        Micky Arison agreed to pledge upon demand of Barnett
        Bank additional shares of Class A Common Stock if the
        aggregate market value of the securities falls below
        certain levels as specified in the pledge agreement."
   
   Item 7.     Material to be filed as Exhibits
   
     Item 7 is hereby amended by the addition thereto of the
   following:
     "Exhibit 19    Joint Filing Agreement, dated as of 
                    December 13, 1995, among TAMMS L.P.,
                       TAMMS Corp., Ted Arison, the Michael
                       Arison Continued Trust, the Micky Arison
                       Continued Trust, the Shari Arison
                       Continued Trust, the Shari Arison
                       Guernsey Trust, the Marilyn Arison
                       Delaware Trust, A.H.W., Andrew H.
                    Page 28 of 50

                       Weinstein, TAF Management, the Jersey
                       Charitable Trust, Micky Arison, the
                       Foundation, the Shari Arison Trust No. 1
                       and Kentish.
     Exhibit 20     Stock Pledge Agreement, dated as of
                       August 22, 1995, between Barnett Bank of
                       South Florida, N.A. and Micky Arison.
     Exhibit 21     Nonqualified Stock Option Agreement,
                       dated as of June 6, 1995, between
                       Carnival Corporation and Micky Arison."
      
                    Page 29 of 50

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

   Date: December 13, 1995    

   SHARI ARISON IRREVOCABLE
   GUERNSEY TRUST, A.H.W.
   LIMITED, TRUSTEE
   
   By: /s/ J.C. Trott          
       Director A.H.W.
       Limited
   
   MARILYN B. ARISON IRREVOCABLE
   DELAWARE TRUST, TAF
   MANAGEMENT COMPANY, TRUSTEE
    
   By: /s/ Denison H. Hatch Jr.
       Secretary and Treasurer
   
   
   A.H.W. LIMITED
   
   By: /s/ J.C. Trott            
       Director A.H.W. Limited
   
   
   
   /s/ Andrew H. Weinstein     
   Andrew H. Weinstein
      

   TAF MANAGEMENT COMPANY
   
   By: /s/ Denison H. Hatch, Jr. 
       Secretary and Treasurer
   
   ARISON FOUNDATION, INC.
   
   By: /s/Shari Arison         
       Shari Arison, President
   
   TAMMS INVESTMENT COMPANY,
   LIMITED PARTNERSHIP
   
   By:  TAMMS MANAGEMENT CORPORATION
     Managing General Partner
   
   By: /s/ Micky Arison        
       Mickey Arison, President
   
   TAMMS MANAGEMENT CORPORATION
   
   By: /s/ Micky Arison       
       Micky Arison, President
   
   /s/ Ted Arison             
   Ted Arison
   
   /s/ Micky Arison            
      Micky Arison

                    Page 30 of 50

   CONTINUED TRUST FOR MICHAEL
   ARISON, TAF MANAGEMENT
   COMPANY, TRUSTEE
   
   By: /s/ Denison H. Hatch, Jr.
       Secretary and Treasurer
   
   CONTINUED TRUST FOR MICKY
   ARISON, TAF MANAGEMENT
   COMPANY, TRUSTEE
   
   By: /s/ Denison H. Hatch, Jr.
       Secretary and Treasurer
   
   CONTINUED TRUST FOR SHARI
   ARISON DORSMAN, TAF
   MANAGEMENT COMPANY, TRUSTEE
   
   By: /s/ Denison H. Hatch, Jr.
       Secretary and Treasurer
   
   THE TED ARISON CHARITABLE
   TRUST, THE ROYAL BANK OF
   SCOTLAND TRUST COMPANY
   (JERSEY) LIMITED, TRUSTEE
   
   By: /s/ S.A. Coughlan       
       /s/ M. Curtis             
        
   
   TED ARISON 1994 IRREVOCABLE
   TRUST FOR SHARI NO. 1,
   CITITRUST (JERSEY) LIMITED,
   TRUSTEE

   By: /s/ Debbie C. Masters   
   
   
   KENTISH LIMITED

   By: /s/ P. Scales             
                    Page 31 of 50
      
                       INDEX TO EXHIBITS
   


Exhibits                                                    Page No. in
________                                                    Sequential
                                                            Numbering
                                                            System     
                                                            ___________


   19    Joint Filing Agreement, dated as of December 13,       33
         1995, among TAMMS L.P., TAMMS Corp., Ted Arison,
         the Michael Arison Continued Trust, the Micky
         Arison Continued Trust, the Shari Arison
         Continued Trust, the Shari Arison Guernsey
         Trust, the Marilyn Arison Delaware Trust,
         A.H.W., Andrew H. Weinstein, TAF Management, the
         Jersey Charitable Trust, Micky Arison, the
         Foundation, the Shari Arison Trust No. 1 and
         Kentish.

   20    Stock Pledge Agreement, dated as of August 22,         35
         1995, between Barnett Bank of South Florida,
         N.A. and Micky Arison.
                                    
   21    Nonqualified Stock Option Agreement, dated as of       47
         June 6, 1995, between Carnival Corporation and
         Micky Arison.
                    Page 32 of 50

                                EXHIBIT 19

                          JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of an amendment or amendments to a statement on
Schedule 13D dated December 18, 1987, as amended and restated on October
19, 1993.  This Joint Filing Agreement shall be included as an Exhibit to
such joint filing.  In evidence thereof, each of the undersigned, being
duly authorized, hereby executed this Agreement this 13th day of December,
1995.
  
  SHARI ARISON IRREVOCABLE
  GUERNSEY TRUST, A.H.W.
  LIMITED, TRUSTEE
                           
  By:  /s/ J.C. Trott         
       Director A.H.W.
       Limited

  MARILYN B. ARISON IRREVOC-
  ABLE DELAWARE TRUST, TAF
  MANAGEMENT COMPANY, TRUSTEE

  By: /s/ Denison H. Hatch,Jr. 
      Secretary and Treasurer

  A.H.W. LIMITED

  By:     /s/ J.C. Trott          
       Director A.H.W. Limited

  /s/ Andrew H. Weinstein     
  Andrew H. Weinstein

  TAF MANAGEMENT COMPANY

  By: /s/ Denison H. Hatch,Jr. 
      Secretary and Treasurer

  ARISON FOUNDATION, INC.

  By:  /s/ Shari Arison       
       Shari Arison, President

  TAMMS INVESTMENT COMPANY,
  LIMITED PARTNERSHIP

  By:  TAMMS MANAGEMENT
       CORPORATION
       Managing General
       Partner

  By:  /s/ Micky Arison        
       Micky Arison, President

  TAMMS MANAGEMENT CORPORATION

  By:  /s/ Micky Arison       
       Micky Arison, President

  /s/ Ted Arison              
  Ted Arison

  /s/ Micky Arison             
  Micky Arison

  CONTINUED TRUST FOR MICHAEL
  ARISON, TAF MANAGEMENT
  COMPANY, TRUSTEE

  By: /s/ Denison H. Hatch,Jr.
      Secretary and Treasurer
                    Page 33 of 50


  CONTINUED TRUST FOR MICKY
  ARISON, TAF MANAGEMENT
  COMPANY, TRUSTEE

  By: /s/ Denison H. Hatch,Jr.
      Secretary and Treasurer

  CONTINUED TRUST FOR SHARI
  ARISON DORSMAN, TAF
  MANAGEMENT COMPANY, TRUSTEE

  By: /s/ Denison H. Hatch,Jr.
      Secretary and Treasurer

  THE TED ARISON CHARITABLE
  TRUST, THE ROYAL BANK OF
  SCOTLAND TRUST COMPANY
  (JERSEY) LIMITED, TRUSTEE

  By: /s/ S.A. Coughlan      
      /s/ M. Curtis

  TED ARISON 1994 IRREVOCABLE
  TRUST FOR SHARI NO. 1,
  CITITRUST (JERSEY) LIMITED,
  TRUSTEE
   
  By:/s/ Debbie C. Masters     

                           KENTISH LIMITED

  By:/s/ P. Scales             
                    Page 34 of 50
                           EXHIBIT 20

                      STOCK PLEDGE AGREEMENT


          This STOCK PLEDGE AGREEMENT is made and entered into as
of August 22, 1995, by and between BARNETT BANK OF SOUTH FLORIDA,
N.A., a national banking association (the "Bank"), and MICKY ARISON
("Pledgor").

                            WITNESSETH:

          WHEREAS, Pledgor is the owner of 400,000 shares (the
"Pledged Securities") of the common stock of Carnival Corporation,
a Panamanian corporation ("Carnival Corporation"), represented by
stock certificates numbers 15344 and 15345, each representing
200,000 shares; and

          WHEREAS, in order to secure the Limited Recourse
Guarantee of even date herewith given by Pledgor to Lender (the
"Guarantee") of obligations of Carnival Air Lines, Inc., a Florida
corporation ("CAL"), to Lender, Pledgor has agreed to pledge to
Lender as collateral all of the Pledged Securities;

          NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, and in the Guarantee, and
other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:

          1.   Definitions.  Capitalized terms used herein which
are defined in that certain Revolving Credit and Credit Agreement
of even date herewith shall have the meanings assigned to them
therein, unless the context otherwise requires or unless otherwise
defined herein.

          2.   Pledge.  

          (a)  As security for the due and punctual payment and
performance of all of the Pledgor's obligations and  liabilities
under the Guarantee (collectively, the "Obligations"), the Pledgor
hereby pledges, hypothecates, assigns, transfers, sets over, and
delivers unto Lender, and hereby grants to Lender a security
interest in and to the following:

              (i)  The Pledged Securities and the
         certificates representing the Pledged Securities, and all
         cash, proceeds, securities, dividends and other property
         at any time and from time to time received, receivable or
         otherwise distributed in respect of or in exchange for
         any or all of the Pledged Securities (except as otherwise
         provided in Section 4(a)(ii), below); and
                    Page 35 of 50



              (ii) All securities hereafter delivered or issued
         in substitution for or in addition to any of the Pledged
         Securities, all certificates and instruments representing
         or evidencing such securities, together with the interest
         coupons, if any, attached thereto, all cash, proceeds,
         securities, interests, dividends and other property at
         any time and from time to time received or otherwise
         distributed in respect of or in exchange for any or all
         thereof.  (All such Pledged Securities, certificates,
         interest coupons, cash, proceeds, securities, interest,
         dividends and other property being herein collectively
         called the "Pledged Stock Collateral").

TO HAVE AND TO HOLD the Pledged Stock Collateral, together with all
rights, titles, interest, privileges and preferences appertaining
or incidental thereto, unto the Lender, its successors and assigns,
forever, subject, however, to the terms, covenants and conditions
hereinafter set forth.

         (b)  Lender shall release from the foregoing pledge and
terms of this Agreement, and return to Pledgor, 200,000 shares of
Carnival Corporation common stock after (i) the Tangible Net Worth
of CAL shall, as of the CAL fiscal year end immediately prior to
the date of such release, be not less than $6,500,000 (as disclosed
on CAL's balance sheet certified by CAL's independent certified
public accountants based on their audit of CAL), and (ii) the Debt
Service Coverage of CAL for each of the four consecutive fiscal
quarters prior to such fiscal year end shall be not less than
three.

         (c)  The remaining shares of Carnival Corporation common
stock shall be so released after (i) the Tangible Net Worth of CAL
shall, as of June 30, 1997 or as of a later fiscal year end
immediately prior to the date of such release, shall not be less
than $11,500,000 (as disclosed and certified as in (b) above), and
the Debt Service Coverage of CAL for each of the four consecutive
fiscal quarters prior to June 30, 1997 or such later fiscal year
end shall not be less than three.  

         (d)  In the event that 200,000 shares have been released
in accordance with (b) above and the Tangible Net Worth of CAL
shall thereafter remain below $6,500,000 for any period of 90
consecutive days, Pledgor agrees, immediately upon demand by
Lender, to repledge and deliver to Lender as Pledged Securities
subject to and in accordance with all of the terms and conditions
of this Agreement, 200,000 shares of Carnival Corporation common
stock (in addition to any shares required to be repledged pursuant
to (e) below).

         (e)  In the event that the remaining shares of Carnival
Corporation have been released in accordance with (c) above and the
Tangible Net Worth of CAL shall thereafter remain below $11,500,000
for any period of 90 consecutive days, Pledgor agrees, immediately 
                    Page 36 of 50

upon demand by Lender, to repledge and deliver to Lender as Pledged
Securities subject to and in accordance with all of the terms and
conditions of this Agreement, 200,000 shares of Carnival
Corporation common stock (in addition to any shares required to be
repledged pursuant to (d) above).

         (f)  Notwithstanding anything herein to the contrary, (x)
in the event that, prior to the occurrence of the events described
in (b)(i) and (ii) above, the aggregate market value of the Pledged
Securities shall be less than $7,500,000 for any period of ten
consecutive trading days (based on the closing price thereof as
reported in The Wall Street Journal), then Pledgor agrees,
immediately upon demand by Lender, to pledge and deliver to Lender
as additional Pledged Securities, subject to and in accordance with
all of the terms and conditions of this Agreement, such additional
number of shares of Carnival Corporation common stock so that the
aggregate market value of the Pledged Securities shall be not less
than $7,500,000, and (y) in the event that, prior to the occurrence
of the events described in (c)(i) and (ii) above, the aggregate
market value of the Pledged Securities shall be less than
$3,750,000 for any period of ten consecutive trading days, then
Pledgor agrees, immediately upon demand by Lender, to pledge and
deliver to Lender as such Pledged Securities, such additional
number of shares of Carnival Corporation common stock so that the
aggregate market value of the Pledged Securities shall not be less
than $3,750,000.

         3.   Transfer of Certificates.  The original certificates
representing all Pledged Stock Collateral shall be held by the
Lender.  The Pledgor shall deliver to the Lender all original
certificates representing the Pledged Stock Collateral issued in
the name of the Pledgor, endorsed or assigned in blank (or
accompanied by stock powers or other instruments of transfer
requested by Lender, duly executed and delivered by Pledgor) in
favor of the Lender.    The Lender may, upon delivery of the
appropriate Pledged Stock Collateral to Carnival Corporation or its
agent (or other issuer thereof), exchange the certificates repre-
senting the Pledged Stock Collateral for certificates of smaller or
larger denominations for any purpose consistent with the terms of
this Pledge Agreement.

         4.   Voting Rights; Dividends.

         (a)  Unless and until there is an "Event of Default" (as
defined in Section 5, below):

              (i)  The Pledgor shall be entitled to
         exercise any and all voting and/or consensual rights and
         powers relating or pertaining to the Pledged Stock
         Collateral or any part thereof, provided, however, that
         no vote shall be cast or consent, waiver or ratification
         given or action taken which would be inconsistent with 
                    Page 37 of 50

any of the provisions of the Loan Documents, or which would involve
any violation of any such provisions.

              (ii) The Pledgor shall be entitled to
         receive and retain any and all ordinary cash dividends
         and interest payable on the Pledged Stock Collateral, but
         any and all stock and/or liquidating dividends,
         distributions in property, returns of capital or other
         distributions made on or in respect of the Pledged Stock
         Collateral, whether resulting from a subdivision,
         combination or reclassification of the outstanding
         capital stock of an issuer thereof or received in
         exchange for Pledged Stock Collateral or any part
         thereof, or as a result of any merger, consolidation,
         acquisition or other exchange of assets to which any such
         issuer may be a party or otherwise, and any and all cash
         and other property received in payment of the principal
         of or in redemption of or in exchange for any Pledged
         Stock Collateral (either at maturity, upon call for
         redemption or otherwise), shall be and become part of the
         collateral pledged by the Pledgor hereunder and, if
         received by the Pledgor, shall be received in trust for
         the benefit of the Lender or its assigns and shall
         forthwith be delivered to the Lender (accompanied by
         proper instruments of assignment and/or stock and/or bond
         powers executed by Pledgor in accordance with the
         Lender's instructions) to be applied as a payment or
         prepayment of any of the Obligations secured by this
         Agreement as provided in Section 6(a), below.

              (iii)       The Lender shall execute and deliver
         (or cause to be executed and delivered) to the Pledgor
         all such proxies, powers of attorney, dividend orders,
         interest coupons and other instruments as the Pledgor may
         request for the purpose of enabling the Pledgor to
         exercise the voting and/or consensual rights and powers
         which he is entitled to exercise pursuant to subparagraph
         (i) above and/or to receive the dividends and/or interest
         payments which he is authorized to receive and retain
         pursuant to subparagraph (ii) above.

         (b)  Upon the occurrence and during the continuance of an
Event of Default, all rights of the Pledgor to exercise the voting
and/or consensual rights and powers which he is entitled to
exercise pursuant to Section 4(a)(i) hereof and/or to receive the
dividends and interest payments which he is authorized to receive
and retain pursuant to Section 4 (a)(ii) hereof shall cease, and
all such rights shall thereupon become vested in the Lender who
shall have the sole and exclusive right and authority to exercise
such voting and/or consensual rights and powers and/or to receive
and retain the dividends and/or interest payments which the Pledgor
would otherwise be authorized to retain pursuant to Section 4
(a)(ii) hereof.  Any and all money and other property paid over to 
                    Page 38 of 50

or received by the Lender pursuant to the provisions of this
paragraph (b) or pursuant to the exercise by Lender of the voting
and/or consensual rights and powers shall be applied by Lender in
accordance with the provisions of Section 6(a) of this Agreement. 
Upon the occurrence and during the continuance of an Event of
Default, the Lender may transfer into its name, or into the name of
its nominee, any or all shares of the Pledged Stock Collateral.

         5.   Events of Default.  Pledgor shall be in default and
an "Event of Default" shall be deemed to have occurred under this
Agreement (i) if Pledgor shall breach or default under any material
agreement, representation, warranty or covenant set forth in this
Agreement, (ii) upon the occurrence of any event of default under
the Credit Agreement or any other Loan Document or (iii) upon the
occurrence of any event of default under the Guarantee.

         6.   Remedies upon Default.  If any Event of Default
shall have occurred and be continuing, then, in addition to
exercising any rights and remedies as a secured party under the
Uniform Commercial Code in effect in the State of Florida, the
Lender may:

         (a)  apply the cash (if any) then held by it as col-
lateral hereunder, first, to the payment of all costs of collection
(including attorneys' fees and disbursements) incurred in enforcing
Lender's rights under any of the loan documents referred to in the
Guarantee, the Guarantee and this Agreement (collectively, the
"Documents"); second, to the payment of interest accrued and unpaid
under any of the Documents, in such order of priority as Lender may
elect in its sole discretion, to and including the date of such
application; third, to the payment or prepayment of principal under
any of the Documents, in such order of priority as Lender may elect
in its sole discretion; and fourth, to the payment of all other
amounts then owing to the Lender under the terms of any of the
Documents, in such order of priority as Lender may elect in its
sole discretion, and

         (b)  if there shall be no such cash or the cash so
applied shall be insufficient to pay in full all the Obligations of
the Pledgor to the Lender, upon 10 days' prior notice to Pledgor,
take any action with respect to the Pledged Stock Collateral,
including, without limitation, sell the Pledged Stock Collateral,
or any part thereof, at any public or private sale or at any
broker's board or on any securities exchange, for cash, upon credit
or for future delivery, as the Lender shall deem appropriate.  The
Lender shall be authorized at any such sale (if it deems it advis-
able to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the
Pledged Stock Collateral for their own  account for investment and
not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Lender shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof
the Pledged Stock Collateral so sold, free and clear from any 
                    Page 39 of 50

claims or rights of Pledgor.  Further, it shall be deemed
commercially reasonable for the Lender to impose sufficient
conditions on any such sale so as to preclude the necessity of
registration of the Pledged Stock Collateral under the Securities
Act of 1933, as amended (the "Act"). Each such purchaser at any
such sale shall hold the property sold absolutely, free from any
claim or right on the part of the Pledgor, and the Pledgor hereby
waives (to the extent permitted by law) all rights of redemption,
stay and/or appraisal which he now has or may at any time in the
future have under any rule of law or statute now existing or
hereafter enacted.  The Lender shall give the Pledgor at least 10
days' written notice in the manner specified for notices under this
Agreement of the Lender's intention to make any such public or
private sale or sales at any broker's board or on any such
securities exchange, and the Pledgor agrees that such notice of
sale will be commercially reasonable notice to it.  Such notice, in
case of public sale, shall state the time and place fixed for such
sale, and, in the case of sale at a broker's board or exchange at
which such sale is to be made, the day on which the Pledged Stock
Collateral, or portion thereof, will first be offered for sale at
such board or exchange.  Any such public sale shall be held at such
time or times within ordinary business hours and at such place or
places, as the Lender may fix in the notice of such sale.  At any
such sale, the Pledged Stock Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels,
as the Lender may (in its sole and absolute discretion) determine. 
The Lender shall not be obligated to make any sale of Pledged Stock
Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of Pledged Stock Collateral may have been
given.  The Lender may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and
such sale may, without further notice, be made at the time and
place to which the same was so adjourned.  In case sale of all or
any part of the Pledged Stock Collateral is made on credit or for
future delivery, the Pledged Stock Collateral so sold may be re-
tained by the Lender until the sale price is paid by the purchaser
or purchasers thereof, but neither the Lender nor any other holder
of the Note or the assignee of any of the Lender's rights, shall
incur any liability in case any such purchaser or purchasers shall
fail to take up and pay for the Pledged Stock Collateral so sold
and, in the case of such failure, such Pledged Stock Collateral may
be sold again upon like notice.  As an alternative to exercising
the power of sale herein conferred upon it, the Lender may proceed
by a suit or suits at law or in equity to foreclose this Agreement
and to sell the Pledged Stock Collateral, or any portion thereof,
pursuant to a judgment or decree of a court or courts of competent
jurisdiction.

         (c)  If Lender determines to exercise its right to sell
all or any of the Pledged Securities and, if in the opinion of the
Lender it is advisable, to have such Pledged Securities registered
under the provisions of the Act, Pledgor agrees, at Pledgor's own 
                    Page 40 of 50

expense, to execute and deliver and use Pledgor's best efforts to
cause Carnival Corporation (and the directors and officers of
Carnival Corporation) to execute and deliver, all such instruments
and documents, and to do or cause to be done all other such acts
and things as may be necessary or, in the opinion of Lender,
advisable to register such Pledged Securities under the provisions
of the Act, and Pledgor will use Pledgor's best efforts to cause
the registration statement relating thereto to become effective and
to remain effective for such period as prospectuses are required by
law to be furnished, and to make all amendments thereto and/or to
the related prospectus which, in the opinion of Lender, are
necessary or desirable, all in conformity with the requirements of
the Act and the rules and regulations of the Securities and
Exchange Commission ("SEC") applicable thereto; to use Pledgor's
best efforts to qualify such Pledged Securities under state Blue
Sky or securities laws and to obtain the approval of any
governmental authority to the sale of such Pledged Securities, all
as reasonably requested by Lender; and, at the request of Lender,
to indemnify and hold harmless and use Pledgor's best efforts to
cause Carnival Corporation to agree to indemnify, defend and hold
harmless Lender from and against any loss, liability, claim, damage
and expense (and reasonable attorneys' fees incurred in connection
therewith) under the Act or otherwise insofar as such loss,
liability, claim, damage or expense arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact
contained in such registration statement or prospectus or in any
preliminary prospectus or any amendment or supplement thereto, or
arises out of or is based upon any omission or alleged omission to
state therein a material fact required to be stated or necessary to
make the statements therein not misleading, the indemnification of
Lender to remain operative regardless of any investigation made by
or on behalf of Lender.

         (d)  If Lender determines to exercise its right to sell
all or any of the Pledged Securities, upon written request, Pledgor
will from time to time furnish to Lender all such information as
Lender may request in order to determine the number of shares of
Pledged Securities which may be sold by Pledgor as exempt
transactions under Section 4(4) of the Act and Rule 144 thereunder,
as the same are from time to time amended.

         (e)  Pledgor agrees that, following an Event of Default,
he will not sell any other securities of Carnival Corporation which
he holds until Lender has sold or otherwise disposed of the Pledged
Securities.  If the Pledged Securities or any part thereof is sold
in a private sale by Lender, Pledgor will not sell any other
securities of Carnival Corporation which would violate any
provision of Rule 144 and/or Rule 144A, including the regulations
regarding aggregation.

         7.   Application of Proceeds of Sale.  The   proceeds of
sale of Pledged Stock Collateral sold pursuant to Section 6 hereof
shall be applied by the Lender as follows:
                    Page 41 of 50

         First:  in the manner provided in paragraph (a) of
Section 6 hereof; and

         Second: the balance (if any) of such proceeds shall
remain as Pledged Stock Collateral subject to the terms and
conditions of this Agreement, in the event any of the Obligations
remain outstanding and not in default, or, the balance (if any) of
such proceeds shall be paid to Pledgor, or as a court of competent
jurisdiction may direct.

         8.   Pledgor's Obligations Not Affected.  The Obligations
of the Pledgor under this Agreement shall remain in full force and
effect without regard to, and shall not be impaired or affected by: 
(a) any amendment or modification of or addition or supplement to
any loan or any assignment or transfer of any thereof; (b) any
exercise or non-exercise by the Lender of any right, remedy, power
or privilege under or in respect of any documents or any assignment
or transfer of any thereof, or any waiver of any such right,
remedy, power or privilege; (c) any waiver, consent, extension,
indulgence or other action or inaction in respect of any documents
or any assignment or transfer of any thereof; or (d) any
bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation, or the like, of the Pledgor; whether or
not the Lender shall have notice or knowledge of any of the
foregoing.  The Pledgor hereby waives notice of any extensions of
credit, loans, advances or other financial assistance by the Lender
to Carnival Air Lines, Inc. under the Loan Documents or under any
other agreement, note, document or instrument note or at any time
or times hereafter executed by Carnival Air Lines, Inc. and
delivered to the Lender.  The Pledgor further waives presentment
and demand for payment of any of the Obligations, protest and
notice of dishonor or default with respect to the Obligations, and
all other notices to which the Pledgor might otherwise be entitled
except as herein otherwise expressly provided.

         9.   Transfer of Pledged Stock Collateral.  Pledgor
covenants and agrees not to sell, transfer (by gift or otherwise),
assign, pledge or further encumber any of the Pledged Stock
Collateral, or execute any agreement providing for any of the
foregoing, without the express prior written consent of the Lender
as to (i) the terms of the transaction, and (ii) the documents
evidencing the transaction.  Lender may withhold or condition its
consent in its sole and absolute discretion.  All proceeds of any
such transaction (whether or not consented to by Lender) shall be
paid directly to Lender as Pledged Stock Collateral hereunder, and
if delivered to Pledgor, shall be received by Pledgor in trust for
Lender's benefit and immediately delivered to Lender in the exact
form delivered to Pledgor (with appropriate endorsements and
instruments of assignment in favor of Lender) to be held and
applied as Pledged Stock Collateral under this Agreement.

         10.  Authority of Lender.  The Lender shall have and be
entitled to exercise all such powers hereunder as are specifically 
                    Page 42 of 50

delegated to the Lender by the terms hereof, together with such
powers as are reasonably incidental thereto.  The Lender may
execute any of its duties hereunder by or through agents or
employees and shall be entitled to retain counsel and to act in
reliance upon the advice of such counsel (whether written or oral)
concerning all matters pertaining to its duties hereunder.  Neither
the Lender, nor any director, officer or employee of the Lender,
shall be liable for any action taken or omitted to be taken by it
or them hereunder in connection herewith, except for its or their
own negligence or willful misconduct.  After an Event of Default
hereunder the Pledgor shall be liable to reimburse the Lender, on
demand, for all expenses incurred by the Lender in connection with
the administration and enforcement of this Pledge Agreement and
agrees to indemnify and hold harmless the Lender against any and
all liability incurred by the Lender hereunder or in connection
herewith, unless such liability shall be due to willful misconduct
on the part of the Lender.

         11.  Lender Appointed Attorney-in-Fact.  The Pledgor
hereby appoints the Lender as the Pledgor's attorney-in-fact upon
the occurrence of any Event of Default hereunder, taking any action
and executing any instrument which the Lender may deem necessary or
advisable to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest.  Without limiting the
generality of the foregoing, upon an Event of Default hereunder,
the Lender shall have the right and power to receive, endorse and
collect all checks and other orders for the payment of money made
payable to the Pledgor representing any dividend, interest payment
or other distribution payable or distributable after the occurrence
of any Event of Default in respect of the Pledged Stock Collateral
or any part thereof and to settle or compromise any claims relating
thereto and to give full discharge for the same.

         12.  Representations, Warranties and Covenants of
Pledgor.  Pledgor represents and warrants to Lender, and covenants
with Lender that:

         (a)  The Pledged Stock Collateral has been duly author-
ized, validly issued and is fully paid and non-assessable, and
Pledgor owns the Pledged Securities and will continue to own the
Pledged Stock Collateral absolutely, free and clear of any proxies,
voting trusts, liens, encumbrances or adverse claims whatsoever,
except for the first priority lien granted to Lender under this
Agreement, and there are no restrictions upon the voting rights or
upon the transfer of the Pledged Securities other than as may
appear on the certificates evidencing the Pledged Securities and as
set forth herein.

         (b)  The Pledgor has good right and lawful authority to
pledge, mortgage, assign, transfer, deliver, deposit, set over and
confirm unto the Lender the Pledged Stock Collateral as provided
herein and will warrant and defend the title thereto, and the lien 
                    Page 43 of 50

thereon, conveyed to the Lender by this Agreement against all
claims of all persons and will maintain and preserve such lien.

         (c)  This Agreement, and all agreements and documents
executed by Pledgor relating hereto, are the valid and binding
obligations of Pledgor, enforceable in accordance with their terms,
and the execution, delivery and performance hereof and thereof does
not violate or conflict with any contract, agreement,
understanding, judgment, order or writ applicable to Pledgor or the
Pledged securities.

         13.  No Waiver; Cumulative Remedies.  No failure on the
part of the Lender to exercise, and no delay in exercising any
right, power, privilege or remedy hereunder, shall operate as a
waiver thereof, nor shall any single or partial exercise of any
such right, power, privilege or remedy of the Lender preclude any
other or further exercise thereof or the exercise of any other
right, power, privilege or remedy.  All remedies hereunder are
cumulative and are not exclusive of any other remedies provided
herein or by law.

         14.  Termination.  This Pledge Agreement shall terminate
when all Obligations secured hereby have been fully paid and
performed, at which time the Lender shall reassign and redeliver
(or cause to be reassigned and redelivered) to the Pledgor, or to
such person or persons as the Pledgor shall designate, such of the
Pledged Stock Collateral (if any) as shall not have been sold or
otherwise applied by the Lender pursuant to the terms hereof and
shall still be held hereunder, together with appropriate instru-
ments of reassignment and release.  Any such reassignment shall be
without recourse against or express or implied representation or
warranty by the Lender.

         15.  Assignment.  Lender may assign, participate or
transfer any instrument evidencing all or any part of the
Obligations as provided in, and in accordance with, the terms of
the Loan Documents, and the holder of such instruments shall
nevertheless be entitled to the benefits of this Agreement.

         16.  Miscellaneous.

         (a)  This Agreement shall be binding upon Pledgor and his
heirs and personal representatives, and shall inure to the benefit
of, and be enforceable by, Lender and its successors and assigns. 
None of the terms or provisions of this Agreement may be waived,
altered, modified or amended, except in writing duly signed by
Lender and Pledgor.

         (b)  The Pledgor will do all such acts, and will furnish
to the Lender all such financing statements, certificates, opinions
and other documents, and will do or cause to be done all such other
things, as the Lender may reasonably request from time to time in 
                    Page 44 of 50

order to give full effect to this Agreement and to secure the
rights of the Lender hereunder.

         (c)  The use of any gender herein shall include all
genders.  The singular shall include the plural and vice versa.

         (d)  The section titles contained in this  Agreement are
and shall be without substantive meaning or content of any kind
whatsoever.

         17.  Notices.  All notices, demands and other communica-
tions required or which may be given or served upon Pledgor or
Lender shall be given in the manner provided therefor in the Credit
Agreement, except

         if to Pledgor, at:

                   Micky Arison
                   Carnival Place
                   3655 N.W. 87th Avenue
                   Miami, Florida 33178-2428

         with a copy to:

                   Arnaldo Perez, Esq.
                   Legal Department
                   Carnival Place
                   3655 N.W. 87th Avenue
                   Miami, Florida 33178-2428

         18.  Waiver of Jury Trial.  UNLESS OTHERWISE REQUIRED BY
LAW, NEITHER THE PLEDGOR NOR THE LENDER SHALL SEEK A JURY TRIAL ON
ANY LAWSUIT, PROCEEDING, OR COUNTERCLAIM BASED UPON, OR ARISING OUT
OF THIS GUARANTEE, OR THE RELATIONSHIP BETWEEN THE PLEDGOR AND
LENDER.  IF THE SUBJECT MATTER OF ANY SUCH LAWSUIT IS ONE IN WHICH
THE WAIVER OF A JURY TRIAL IS PROHIBITED, NEITHER THE PLEDGOR NOR
LENDER SHALL PRESENT AS A COUNTERCLAIM IN SUCH A LAWSUIT, ANY CLAIM
ARISING OUT OF THIS GUARANTEE.     FURTHERMORE, NEITHER THE PLEDGOR
NOR LENDER SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED, WITH ANY SUCH ACTION IN WHICH A JURY
TRIAL CANNOT BE WAIVED.

         19.  Governing Law. In all respects, including all
matters of construction, validity and performance, this Agreement
and the obligations arising hereunder shall be governed by, and
construed in accordance with, the laws of the State of Florida
(exclusive of its choice-of-law principles) applicable to contracts
made and performed in such state, and any applicable laws of the
United States of America.  Pledgor consents to personal
jurisdiction before the Circuit Court in and for Dade County,
Florida of any United States District Court sitting in Dade County,
Florida.  Pledgor waives any objection which he may now or
hereafter have to the laying of venue in Dade County, Florida of 
                    Page 45 of 50

any suit, action or proceeding arising out of or relating to this
Agreement or the obligations created hereunder and further waives
any claim that Dade County, Florida is not a convenient forum of
any such suit, action or proceeding.  Service of process on Pledgor
in any action arising out of or relating to this Agreement shall be
effective if mailed to Pledgor at Carnival Place, 3655 N.W. 87th
Avenue, Miami, Florida  33178-2428.

         IN WITNESS WHEREOF, the parties have entered into this
Pledge Agreement the date first above written and Pledgor's
signature below has been duly acknowledged by an authorized notary
public.

                   BARNETT BANK OF SOUTH FLORIDA, N.A.


                   By /s/ Eugene M. Schaefer           
                          Name:  Eugene M. Schaefer
                          Title: Vice President


                      /s/ Micky Arison                 
                          Micky Arison




STATE OF FLORIDA  )
                  ) ss.:
COUNTY OF DADE    )


         The foregoing instrument was acknowledged before me this
____nd day of August 1995, by MICKY ARISON, who is personally known
to me _______________________ and who did (did not) take an oath.



                          /s/ Ellen Levenson           
                          NOTARY PUBLIC


                          Print Name: Ellen Levenson   


My commission expires:
                    Page 46 of 50
                            EXHIBIT 21

                NONQUALIFIED STOCK OPTION AGREEMENT


    Carnival Corporation, f/k/a Carnival Cruise Lines, Inc. (the
"Company"), having heretofore adopted the Carnival Cruise Lines,
Inc. 1992 Stock Option Plan (the "Plan"), hereby irrevocably grants
to MICKY ARISON (the "Optionee"), effective May 30, 1995 (the
"Grant Date"), the right and option (the "Option") to purchase One
Million (1,000,000) shares of Common Stock on the following terms
and conditions:

    20.  Each defined term used in this Option and not otherwise
defined herein shall have the meaning assigned to it in the Plan.

    21.  This Option shall not be exercisable, in whole or in
part, except as follows:

         (a)  Exercisable as to Two Hundred Thousand (200,000)
              shares of Common Stock on or after the Grant Date;

         (b)  Exercisable as to an additional Two Hundred Thousand
              (200,000) shares of Common Stock on or after the
              first anniversary of the Grant Date;

         (c)  Exercisable as to an additional Two Hundred Thousand
              (200,000) shares of Common Stock on or after the
              second anniversary of the Grant Date;

         (d)  Exercisable as to an additional Two Hundred Thousand
              (200,000) shares of Common Stock on or after the
              third anniversary of the Grant Date;

         (e)  Exercisable as to an additional Two Hundred Thousand
              (200,000) shares of Common Stock on or after the
              fourth anniversary of the Grant Date.

    22.  Notwithstanding the provisions of paragraph 2, if
Optionee's employment by the Company or any Subsidiary shall
terminate by reason of his or her death or Disability, this Option
shall become immediately exercisable in full in respect of the
aggregate number of shares of Common Stock covered hereby.

    23.  The unexercised portion of this Option shall
automatically and without notice terminate and become null and void
at the time of the earliest of the following to occur:

         (a)  the expiration of ten (10) years from the Grant
              Date;

         (b)  the expiration of one (1) year from the date the
              Optionee's employment with the Company or any of its 
                    Page 47 of 50

Subsidiaries shall terminate by reason of Disability; provided,
however, that if the Optionee shall die during such one-year
period, the provisions of subparagraph (c) below shall apply;

         (c)  the expiration of one (1) year from the date of the
              Optionee's death, if such death occurs either during
              employment by the Company or any of its Subsidiaries
              or during the one-year period described in
              subparagraph (b) above;

         (d)  the date the Optionee's employment by the Company or
              any of its Subsidiaries shall terminate by reason of
              cause (as defined in the Plan); and

         (e)  the expiration of three (3) months from the date the
              Optionee's employment with the Company or any or its
              Subsidiaries shall terminate other than by reason of
              death, Disability or termination for cause.

    24.  The purchase price for each of the shares of Common Stock
shall be Twenty-Two and 50/100 Dollars ($22.50).  This Option is
not intended to be an "incentive stock option" within the meaning
of Section 422(b) of the Internal Revenue Code of 1986, as amended.

    25.  This Option shall be deemed exercised when the Optionee
(a) delivers written notice to the Company at its principal
business office, directed to the attention of its Secretary, of the
decision to exercise, specifying the number of shares with respect
to which this Option is exercised and the price per share
designated in this Option, and (b) concurrently tenders to the
Company full payment for the shares of Common Stock to be purchased
pursuant to such exercise.  Full payment for shares of Common Stock
purchased by the Optionee shall be made at the time of any
exercise, in whole or in part, of this Option, and certificates for
such shares shall be delivered to the Optionee as soon thereafter
as is reasonably possible.  No shares of Common Stock shall be
transferred to the Optionee until full payment therefor has been
made, and the Optionee shall have none of the rights of a
shareholder with respect to any shares of Common Stock subject to
this Option until a certificate for such shares shall have been
issued and delivered to the Optionee.  Such payment shall be made
in cash or by check or money order payable to the Company, in each
case payable in U.S. Currency.  (In the Company's discretion,
payment may be made by delivery of Optionee's promissory note
payable to the Company in form approved by the Committee.  In the
Committee's discretion, such payment may be made by delivery of
shares of Common Stock having a fair market value [determined as of
the date this Option is so exercised in whole or in part] that,
when added to the value of any cash, check, promissory note or
money order satisfying the foregoing requirements, will equal the
aggregate purchase price.)
                    Page 48 of 50



    26.  This Option and the rights evidenced hereby are not
transferable in any manner other than by will or by the laws of
descent and distribution and during the Optionee's lifetime shall
be exercisable only by the Optionee (or the Optionee's court-
appointed legal representative).

    27.  The Company's obligation to deliver shares of Common
Stock upon the exercise of this Option any disqualifying
disposition of shares under this Option shall be subject to all
applicable federal, state and local withholding requirements,
including the payment by the Optionee of any applicable federal,
state and local withholding tax. 

    28.  The Company's obligation to deliver shares of Common
Stock in respect of this Option shall be subject to all applicable
laws, rules and regulations and such approvals by any governmental
agency as may be required.

    29.  The Optionee, by his or her acceptance hereof, represents
and warrants to the Company that his or her purchase of his shares
of Common Stock upon exercise of this Option shall be for
investment and not with a view to, or for sale in connection with,
the distribution of any part thereof; provided, however, that this
representation and warranty shall be inoperative if, in the opinion
of counsel to the Company, a proposed sale of distribution of such
shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933, as amended, and any
applicable state  "blue sky" or other securities laws or is exempt
from registration thereunder.  The Company will endorse an
appropriate legend referring to the foregoing restriction upon the
certificates representing any shares of Common Stock issued or
transferred to the Optionee upon the exercise of this Option.

    30.  This Agreement shall be subject to all terms and
provisions of the Plan, which are incorporated by reference herein
and are made a part hereof, including without limitation the
provisions of paragraph 13 of the Plan generally relating to
adjustments to the number of shares of Common Stock subject to this
Option and to the Option purchase price on certain changes in
capitalization and the effects of certain reorganizations and other
transactions.  In the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the
Plan shall govern.  By entering into this Agreement, the Optionee
agrees and acknowledges his or her receipt of a copy of the Plan.

    31.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
                    Page 49 of 50

    IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized officer this 6th day of June,
1995.

                             CARNIVAL CORPORATION


                          By:  /s/ Howard S. Frank     
                             Name:  Howard S. Frank
                             Title:  Vice Chairman

ACCEPTED AND AGREED THIS 6TH
DAY OF JUNE, 1995.

 /s/ Micky Arison       
MICKY ARISON, Optionee
                    Page 50 of 50