SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               Amendment No. 1 to the Second Amended and Restated
                                  Schedule 13D

                    Under the Securities Exchange Act of 1934


                              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 19, 1996
- --------------------------------------------------------------------------------
             (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 if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

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 30


                                  Page 1 of 43












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) [ ]


      13)   Percent of Class Represented by Amount in Row
            (11):
                                  1.0%

      14)   Type of Reporting Person (See Instructions):  PN



                                  Page 2 of 43


 









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:  2,099,211.34

      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) [ ]


      13)   Percent of Class Represented by Amount in Row
            (11):
                                  1.0%

      14)   Type of Reporting Person (See Instructions):  CO



                                  Page 3 of 43


 









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:  55,187,142
Shares Bene-
ficially          8)    Shared Voting Power:  522,094
Owned by

Each Report-      9)    Sole Dispositive Power:  55,187,142
ing Person

With              10)   Shared Dispositive Power:  522,094

      11)   Aggregate Amount Beneficially Owned by Each
            Reporting Person:  55,709,236

      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):
                                  23.3%

      14)   Type of Reporting Person (See Instructions):  IN



                                  Page 4 of 43


 









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:  -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:  -0-

      11)   Aggregate Amount Beneficially Owned by Each
            Reporting Person:  -0-

      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%

      14)   Type of Reporting Person (See Instructions):  CO



                                  Page 5 of 43


 









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 43


 









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:  -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:  3,551,354

      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 43


 









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 43


 









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):
                                  6.3%

      14)   Type of Reporting Person (See Instructions):  00



                                  Page 9 of 43


 










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:  1,200,000
Shares Bene-
ficially          8)    Shared Voting Power:  -0-
Owned by

Each Report-      9)    Sole Dispositive Power:  1,200,000
ing Person

With              10)   Shared Dispositive Power:  500,000

      11)   Aggregate Amount Beneficially Owned by Each
            Reporting Person:  1,700,000

      12)   Check if the Aggregate Amount in Row (11) Excludes
            Certain Shares (See Instructions) [  ]


      13)   Percent of Class Represented by Amount in Row
            (11):
                                   .7%

      14)   Type of Reporting Person (See Instructions):  00



                                  Page 10 of 43


 









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 11 of 43


 









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: 0
Owned by

Each Report-      9)    Sole Dispositive Power:  3,451,354
ing Person

With              10)   Shared Dispositive Power:  0

      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):
                                  1.4%

      14)   Type of Reporting Person (See Instructions):  IN








                                  Page 12 of 43


 










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:  -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:  -0-

      11)   Aggregate Amount Beneficially Owned by Each
            Reporting Person:  -0-

      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%

      14)   Type of Reporting Person (See Instructions):  00



                                  Page 13 of 43


 









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:      3,551,354

      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):  CO



                                  Page 14 of 43


 









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:  15,042,858
Shares Bene-
ficially          8)    Shared Voting Power:  7,938,514
Owned by

Each Report-      9)    Sole Dispositive Power:  -0-
ing Person

With              10)   Shared Dispositive Power:  26,532,726

      11)   Aggregate Amount Beneficially Owned by Each
            Reporting Person:  26,532,726

      12)   Check if the Aggregate Amount in Row (11) Excludes
            Certain Shares (See Instructions) [ ]


      13)   Percent of Class Represented by Amount in Row
            (11):
                                  11.1%

      14)   Type of Reporting Person (See Instructions):  IN



                                  Page 15 of 43


 









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:  7,938,514
Owned by

Each Report-      9)    Sole Dispositive Power:  -0-
ing Person

With              10)   Shared Dispositive Power:  7,938,514

      11)   Aggregate Amount Beneficially Owned by Each
            Reporting Person:  7,938,514

      12)   Check if the Aggregate Amount in Row (11) Excludes
            Certain Shares (See Instructions) [ ]


      13)   Percent of Class Represented by Amount in Row
            (11):
                                  3.3%

      14)   Type of Reporting Person (See Instructions):  CO









                                  Page 16 of 43


 









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):
                                  6.3%

      14)   Type of Reporting Person (See Instructions):  C0








                                  Page 17 of 43


 









CUSIP No. 143658 10 2

      1)    Names of Reporting Persons S.S. or I.R.S.
            Identification Nos. of Above Persons:
            SHARI 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 and Israel

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:  -0-
ing Person

With              10)   Shared Dispositive Power:  3,000,000

      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):  IN



                                  Page 18 of 43


 









            The Second Amended and Restated Joint Statement on Schedule 13D
dated April 23, 1996 (the "Schedule 13D"), 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 Ted Arison 1994
Irrevocable Trust for Shari No. 1, 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
and Kentish Limited is hereby amended as follows:

Item 2      Identity and Background
- ------      -----------------------
            Item 2 is hereby amended by the addition thereto of the following:

            "Shari Arison is hereby added as a Reporting
         Person to the Schedule 13D.  Shari Arison is a citizen
         of both the United States and Israel."

Item 4      Purpose of Transaction.
- ------      -----------------------
            Item 4 is hereby amended by the addition thereto of the following:

            "Since the last report, the Reporting Persons have
sold 21,845,000 shares of Class A Common Stock. This was accomplished by an
underwritten public offering by Ted Arison, the Arison Foundation, Inc. and the
Royal Bank of Scotland Trust Company (Jersey) Limited, as Trustee for the

                                  Page 19 of 43


 









Ted Arison Charitable Trust, of 16,770,000 shares, 3,175,000 shares and
1,900,000 shares, respectively, of Class A Common Stock for $29.50 per share to
the public (less an underwriting discount of $0.89 per share).
            The sale of shares by the Reporting Persons in the November 1996
Transactions (as defined below in "Interest in Securities of the Issuer") were
effected for certain estate planning, 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 19, 1996, Ted Arison, the Arison Foundation, Inc., and
the Royal Bank of Scotland Trust Company (Jersey) Limited, as Trustee for the
Ted Arison Charitable Trust sold 13,416,000 shares, 2,540,000 shares and
1,520,000 shares, respectively, of Class A Common Stock of Carnival Corporation
to certain U.S. Underwriters pursuant to the Underwriting Agreement (U.S.
Version) dated as of November 13, 1996 among the Issuer, the Selling
Shareholders and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Lehman Brothers
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
of the several U.S. underwriters named in Schedule II thereto (collectively, the

                                  Page 20 of 43


 









"U.S. Underwriters"), for the purchase price of $29.50 per share to the public
(less an underwriting discount of $0.89 per share). Also on November 19, 1996,
Ted Arison, the Arison Foundation, Inc. and the Royal Bank of Scotland Trust
Company (Jersey) Limited, as Trustee for the Ted Arison Charitable Trust sold
3,354,000 shares, 635,000 shares, and 380,000 shares of Class A Common Stock of
Carnival Corporation to certain international underwriters pursuant to the
Underwriting Agreement (International Version) dated as of November 13, 1996
among the Issuer, the Selling Shareholders and Goldman, Sachs International,
Bear, Stearns International Limited, Lehman Brothers International (Europe) and
Merrill Lynch International as representatives of the several International
Underwriters named in Schedule II thereto (collectively, the "International
Underwriters"), for a purchase price of $29.50 per share to the public (less an
underwriting discount of $0.89 per share). The aggregate net cash proceeds to
Ted Arison, the Arison Foundation, Inc. and the Royal Bank of Scotland Trust
Company (Jersey) Limited, as Trustee for the Ted Arison Charitable Trust were
$479,789,700, $90,836,750 and $54,359,000 respectively.
            The foregoing transactions are referred to herein as the "November
1996 Transactions".
            Following the November 1996 Transactions, Ted Arison beneficially
owns an aggregate of 55,709,236 shares of Class A Common Stock (approximately
23.3% of the total

                                  Page 21 of 43


 









number of shares of Class A Common Stock outstanding as of November 20, 1996),
55,187,142 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 55,187,142 shares of Class A Common Stock he holds
directly.          
            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 owned by the
limited 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 November 1996 Transactions, the Arison Foundation,
Inc. does not beneficially own any shares of Class A Common Stock.
            Following the November 1996 Transactions, the Ted Arison Charitable
Trust does not beneficially own any shares of Class A Common Stock.
            The Shari Arison Guernsey Trust beneficially owns an aggregate of
3,551,354 shares of Class A Common Stock (approximately 1.5% of the total number
of shares of Class A Common Stock outstanding as of November 20, 1996),
3,000,000 of which it owns directly and 551,354 of which it holds

                                  Page 22 of 43


 









beneficially by virtue of its interest in TAMMS L.P. The Shari Arison Guernsey
Trust has shared dispositive power over all the 3,551,354 shares of Class A
Common Stock.
            A.H.W. Limited beneficially owns an aggregate of 3,551,354 shares of
Class A Common Stock (approximately 1.5% of the total number of shares of Class
A Common Stock outstanding as of November 20, 1996), by virtue of being the
trustee of the Shari Arison Irrevocable Guernsey Trust. A.H.W. Limited has
shared dispositive power over 3,000,000 shares of Class A Common Stock directly
held by the Shari Arison Irrevocable Guernsey Trust and also over 551,354 shares
of Class A Common Stock held by TAMMS L.P. A.H.W. Limited disclaims beneficial
ownership of all such 3,551,354 shares.
            Andrew H. Weinstein beneficially owns an aggregate of 26,532,726
shares of Class A Common Stock (approximately 11.1% of the total number of
shares of Class A Common Stock outstanding as of November 20, 1996), by virtue
of being the sole shareholder of A.H.W. Limited, the trustee of the Shari Arison
Irrevocable Guernsey Trust, and of TAF Management, the trustee of the Continued
Trust for Michael Arison, the Continued Trust for Shari Arison Dorsman, the
Continued Trust for Micky Arison and the Marilyn Arison Irrevocable Delaware
Trust and of Kentish Limited, the protector of the Ted Arison 1994 Irrevocable
Trust for Shari No. 1. Mr. Weinstein may be deemed to share voting power with

                                  Page 23 of 43


 









respect to 7,938,514(approximately 3.3% of the total number of shares of Class A
Common Stock outstanding as of November 20, 1996) by virtue of being sole
shareholder of TAF Management, the trustee of the Continued Trust for Michael
Arison, the Continued Trust for Shari Arison Dorsman, the Continued Trust for
Micky Arison and the Marilyn Arison Irrevocable Delaware Trust. Andrew H.
Weinstein, as the sole shareholder of Kentish Limited, may be deemed to have
sole voting power over the 15,042,858 shares of Class A Common Stock held by the
Shari Arison 1994 Irrevocable Trust No. 1. Mr. Weinstein may be deemed to share
dispositive power over all such 26,532,726 shares of Class A Common Stock, by
virtue of being the sole shareholder of A.H.W. Limited, the trustee of the Shari
Arison Irrevocable Guernsey Trust, and of TAF Management, the trustee of the
Continued Trust for Michael Arison, the Continued Trust for Shari Arison
Dorsman, the Continued Trust for Micky Arison and the Marilyn Arison Irrevocable
Delaware Trust and of Kentish Limited, the protector of the Ted Arison 1994
Irrevocable Trust for Shari No. 1. Mr. Weinstein disclaims beneficial ownership
of all such 26,532,726 shares of Class A Common Stock.

            Shari Arison beneficially owns 3,000,000 shares of Class A Common
Stock (approximately 1.3% of the total number of shares of Class A Common Stock
outstanding as of

                                  Page 24 of 43


 









November 20, 1996) directly held by the Shari Arison Irrevocable Guernsey Trust.
Shari Arison has sole voting power with respect to 3,000,000 shares directly
held by the Shari Arison Irrevocable Guernsey Trust and shared dispositive power
with respect to such shares.
            The Reporting Persons, as a group, beneficially own an aggregate of
85,693,316 shares of Class A Common Stock (approximately 35.8% of the total
number of shares of Class A Common Stock outstanding as of November 20, 1996).
The Reporting Persons, as a group, have sole voting and dispositive power over
such shares of Class A Common Stock.
            Other than the Reporting Persons, no person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of these shares of Class A Common Stock.
            Except for the November 1996 Transactions, the Reporting Persons
have effected no transactions in shares of Class A Common Stock during the past
60 days."



                                  Page 25 of 43


 




Item 6.     Contracts, Arrangements, Understandings or Relationships with 
- -------     ------------------------------------------------------------- 
            Respect to Securities of the Issuer.
            ------------------------------------


            Item 6 is hereby amended by the addition of the following:

                  "In October 1996, Barnett Bank of South Florida, N.A.
         ("Barnett") and Micky Arison amended and restated the pledge agreement
         entered into in August 1995 in connection with an increase in the
         maximum amount of Barnett's loan to Carnival Air Lines, Inc. Pursuant
         to the amended and restated pledge agreement, Micky Arison pledged
         1,200,000 shares of Class A Common Stock as collateral for the loan.
         Micky Arison agreed to pledge upon demand of Barnett additional shares
         of Class A Common Stock if the aggregate market value of the securities
         falls below certain levels as specified in the amended and restated
         pledge agreement."


                                  Page 26 of 43







Item 7      Material to be Filed as Exhibits.
- ------      ---------------------------------
            Item 7 is hereby amended by the addition thereto of the following:

      Exhibit 8  Joint Filing Agreement, dated as of December
                 5, 1996, 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. Limited, Andrew H. Weinstein,
                 TAF Management, the Ted Arison Charitable
                 Trust, Micky Arison, the Arison Foundation,
                 Inc., the Shari Arison Trust No. 1, Kentish
                 Limited and Shari Arison.

      Exhibit 9  Amended and Restated Stock Pledge Agreement 
                 between Barnett Bank of South Florida, N.A. 
                 and Micky Arison, dated as of October 2, 
                 1996.
       

                                  Page 27 of 43


 



                                   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 5, 1996

SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE

By: /s/ R.J. Banfield
   --------------------------
R.J. Banfield, Director

MARILYN B. ARISON IRREVOCABLE
DELAWARE TRUST, TAF
MANAGEMENT COMPANY, TRUSTEE

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee

A.H.W. LIMITED

By: /s/ R.J. Banfield
   --------------------------
R.J. Banfield, Director


/s/ Andrew H. Weinstein
- -----------------------------
Andrew H. Weinstein


/s/ Shari Arison
- -----------------------------
Shari Arison


TAF MANAGEMENT COMPANY

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


ARISON FOUNDATION, INC.

By: /s/ Shari Arison
   --------------------------
Shari Arison


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




                                  Page 28 of 43


 










CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee


CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee


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

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee


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


    /s/ S.A. Coughlan
By: /s/ L.J. Allam
   --------------------------
S.A. Coughlan
L.J. Allam


TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE


    /s/ Debbie Masters
By: /s/ Rob Vincent
   --------------------------
Debbie C. Masters, Director
Rob Vincent, Assistant Secretary

KENTISH LIMITED



By: /s/ Philip Scales
   --------------------------
Philip Scales



                                  Page 29 of 43











                                INDEX TO EXHIBITS



                                                                     Page No. in
                                                                      Sequential
                                                                       Numbering
Exhibits                                                                System
- --------                                                                ------
   8      Joint Filing Agreement, dated as of December 5, 1996,           31
          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. Limited,
          Andrew H. Weinstein, TAF Management, the Ted Arison
          Charitable Trust, Micky Arison, Arison Foundation, Inc., the
          Shari Arison Trust No. 1, Kentish Limited and Shari Arison.

   9      Amended and Restated Stock Pledge Agreement between Barnett     33
          Bank of South Florida, N.A. and Micky Arison, dated as of 
          October 2, 1996.  

                                  Page 30 of 43


 




                                    EXHIBIT 8

                             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 the Second Amended and Restated
Joint Statement on Schedule 13D dated April 23, 1996. 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 5th day of December, 1996.

SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE

By: /s/ R.J. Banfield
   --------------------------
R.J. Banfield, Director


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

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch (Jr.)
Secretary and Treasurer of Corporate Trustee


A.H.W. LIMITED

By: /s/ R.J. Banfield
   --------------------------
R.J. Banfield, Director


/s/ Andrew H. Weinstein
- -----------------------------
Andrew H. Weinstein


Shari Arison
- -----------------------------
Shari Arison





TAF MANAGEMENT COMPANY

By: /s/ Denison H. Hatch
   --------------------------
Secretary & 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


Ted Arison
- -----------------------------
Ted Arison


/s/ Micky Arison
- -----------------------------
Micky Arison



CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT COMPANY,
TRUSTEE

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee


                                  Page 31 of 43


 









CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT COMPANY,
TRUSTEE

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee


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

By: /s/ Denison H. Hatch
   --------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee


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


    /s/ S.A. Coughlan
By: /s/ L.J. Allam
   ---------------------------
S.A. Coughlan
L.J. Allam


TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE


    /s/ Debbie Masters
By: /s/ Rob Vincent
   --------------------------
Debbie C. Masters, Director
Rob Vincent, Assistant Secretary


KENTISH LIMITED



By: /s/ Philip Scales
   --------------------------
Philip Scales, Director


                                  Page 32 of 43





                                   EXHIBIT 9

                              AMENDED AND RESTATED
                             STOCK PLEDGE AGREEMENT


          This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT is made and entered
into as of October 2, 1996, by and between BARNETT BANK OF SOUTH FLORIDA, N.A.,
a national banking association ("Lender"), and MICKY ARISON ("Pledgor").

                                  WITNESSETH:

          WHEREAS, Pledgor is the owner of 1,200,000 shares (the "Pledged
Securities") of the common stock of Carnival Corporation, a Panamanian
corporation ("Carnival Corporation"), represented by stock certificates numbers
_____, _____ and _____;

          WHEREAS, in that certain Stock Pledge Agreement dated as of August 22,
1995, as amended by Amendment No. 1 dated as of August 26, 1996, Pledgor pledged
400,000 shares of the Pledged Securities to Lender in order to secure that
certain Limited Recourse Guarantee dated as of August 22, 1995 given by Pledgor
to Lender by which Pledgor guaranteed the obligations of Carnival Air Lines,
Inc., a Florida corporation ("CAL"), to Lender under that certain Revolving
Credit and Security Agreement dated as of August 22, 1995, as amended (the "1995
Facility");

          WHEREAS, CAL and Lender have amended the 1995 Facility to increase the
maximum amount of the revolving credit facility to $30,000,000 as evidenced by
that certain Amended and Restated Revolving Credit Agreement, dated as of the
date hereof;

          WHEREAS, in order to secure the Amended and Restated Limited Recourse
Guarantee of even date herewith given by Pledgor to Lender (the "Amended
Guarantee") of obligations of 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 Amended 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 Amended and Restated Revolving 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 Amended
     Guarantee (collectively, the "Obligations"), the Pledgor hereby pledges,
     hypothecates, assigns, transfers, sets



                                 Page 33 of 43




     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

               (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 Lender, its successors and assigns, forever, subject,
     however, to the terms, covenants and conditions hereinafter set forth.

          (b) (i) In the event that the aggregate amount of Advances
     outstanding, plus the aggregate face amount of all outstanding LCs issued
     in accordance with Section 3 of the Amended and Restated Revolving Credit
     Agreement, shall equal 85% or more of the aggregate market value of the
     Pledged Securities 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 amount
     of such Advances and LCs shall equal less than 85% of such aggregate market
     value of the Pledged Securities.

          (ii) In the event that Pledgor has pledged additional shares of
     Carnival Corporation in accordance with the preceding paragraph and,
     thereafter, the aggregate amount of such Advances and outstanding LCs shall
     equal less than 85% of the aggregate market value of the Pledged Securities
     for such a period of ten consecutive trading days, Lender shall, upon the
     request of Pledgor, return to Pledgor all or part of such additional
     Pledged Securities up to an amount which, after such return, shall permit
     such aggregate amount of Advances and LCs to remain less than 85% of the
     market value of the remaining Pledged Securities; provided, however, that
     the number of Pledged Securities shall never be so reduced to be less than
     1,200,000.





                                 Page 34 of 43





          3. Transfer of Certificates. The original certificates representing
all Pledged Stock Collateral shall be held by Lender. The Pledgor shall deliver
to 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 Lender. Lender may, upon delivery
of the appropriate Pledged Stock Collateral to Carnival Corporation or its agent
(or other issuer thereof, exchange the certificates representing 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 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
          Lender or its assigns and shall forthwith be delivered to Lender
          (accompanied by proper instruments of assignment and/or stock and/or
          bond powers executed by the Pledgor in accordance with 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) 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




                                 Page 35 of 43





          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 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 or received by 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, 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 Amended and Restated Revolving Credit Agreement or any
other Loan Document or (iii) upon the occurrence of any event of default under
the Amended 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, Lender may:

          (a) apply the cash (if any) then held by it as collateral 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 Amended 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
     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 Lender,
     upon 10 days' prior notice to Pledgor, take any action with respect to the
     Pledged Stock Collateral, including,




                                 Page 36 of 43





     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
     Lender shall deem appropriate. Lender shall be authorized at any such sale
     (if it deems it advisable 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 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 claims or rights of Pledgor. Further, it
     shall be deemed commercially reasonable for 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. Lender shall give the Pledgor at least 10 days' written
     notice in the manner specified for notices under this Agreement of 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 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
     Lender may (in its sole and absolute discretion) determine. 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. 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 retained by Lender until the
     sale price is paid by the purchaser or purchasers thereof, but neither
     Lender nor any other holder of the Note or the assignee of any of 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, 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




                                 Page 37 of 43





     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 Lender it is advisable, to
     have such Pledged Securities registered under the provisions of the Act,
     Pledgor agrees, at Pledgor's own 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.




                                 Page 38 of 43





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

          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 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 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 Lender to Carnival Air Lines, Inc. under the Loan Documents or
under any other agreement, note, document or instrument now or at any time or
times hereafter executed by Carnival Air Lines, Inc. and delivered to 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 foregoing, without the express prior written consent of 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. Lender shall have and be entitled to exercise
all such powers hereunder as are specifically delegated to Lender by the terms
hereof, together




                                 Page 39 of 43





with such powers as are reasonably incidental thereto. 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 advice of such counsel (whether
written or oral) concerning all matters pertaining to its duties hereunder.
Neither Lender, nor any director, officer or employee of 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 Lender, on demand, for all expenses incurred by Lender in connection
with the administration and enforcement of this Pledge Agreement and agrees to
indemnify and hold harmless Lender against any and all liability incurred by
Lender hereunder or in connection herewith, unless such liability shall be due
to willful misconduct on the part of Lender.

          11. Lender Appointed Attorney-in-Fact. The Pledgor hereby appoints
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 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, 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 authorized, validly
     issued and is fully paid and non-assessable, and Pledgor has owned the
     Pledged Securities since at least January 1, 1993, currently 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
     Lender the Pledged Stock Collateral as provided herein and will warrant and
     defend the title thereto, and the lien thereon, conveyed to 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




                                 Page 40 of 43





     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 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 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 Agreement shall terminate when all Obligations
secured hereby have been fully paid and performed, at which time 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 Lender pursuant to the terms hereof and shall still be held
hereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse against or express or implied
representation or warranty by 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 Lender all
     such financing statements, certificates, opinions and other documents, and
     will do or cause to be done all such other things, as Lender may reasonably
     request from time to time in order to give full effect to this Agreement
     and to secure the rights of 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.




                                 Page 41 of 43





          17. Notices. All notices, demands and other communications required or
which may be given or served upon Pledgor or Lender shall be given in the manner
provided therefor in the Amended and Restated Revolving 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 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 and 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 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




                                 Page 42 of 43





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 Amended and
Restated Stock 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
Name:
Title:

Micky Arison

STATE OF FLORIDA )
                 ) ss.
COUNTY OF DADE   )

The foregoing instrument was acknowledged before me this 4th day of October
1996, by MICKY ARISON, who is personally known by me and who (did not) take an
oath.

NOTARY PUBLIC

Print Name

My commission expires:





                                 Page 43 of 43