SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

           Amendment No. 2 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)

                           DECEMBER 31, 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 is 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).

                                     Page 1






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:  1,826,583.34
Shares Bene-
ficially  8)   Shared Voting Power:  -0-
Owned by

Each Report-   9)   Sole Dispositive Power:  1,826,583.34
ing Person

With           10)  Shared Dispositive Power:  -0-

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
          1,826,583.34

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


     13)  Percent of Class Represented by Amount in Row (11):
                            0.8%

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


                                     Page 2






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: 1,826,583.34
Shares Bene-
ficially  8)   Shared Voting Power:  -0-
Owned by

Each Report-   9)   Sole Dispositive Power:  182,658
ing Person

With           10)  Shared Dispositive Power:  1,643,925.34

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
          1,826,583.34

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


     13)  Percent of Class Represented by Amount in Row (11):
                            0.8%

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


                                     Page 3






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:  55,693,016
Shares Bene-
ficially  8)   Shared Voting Power:  -0-
Owned by

Each Report-   9)   Sole Dispositive Power: 55,693,016
ing Person

With           10)  Shared Dispositive Power: -0-

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
          55,693,016

     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






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):  OO


                                     Page 5






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):  OO


                                     Page 6






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):  OO


                                     Page 7






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):  OO


                                     Page 8






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 9






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):
                            0.7%

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


                                     Page 10






CUSIP NO. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos.
          of Above Persons:
          MARILYN B. 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:  516,220
Shares Bene-
ficially  8)   Shared Voting Power:  -0-
Owned by

Each Report-   9)   Sole Dispositive Power:  516,220
ing Person

With           10)  Shared Dispositive Power:  -0-

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
          516,220

     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):
                            0.2%

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


                                     Page 11






CUSIP NO. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos.
          of Above Persons:
          MBA I, LLC


     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):
                            0.7%

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

                                     Page 12






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):
                            0.6%

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


                                     Page 13






CUSIP NO. 143658 10 2
     1)   Names of Reporting Persons S.S. or I.R.S. Identification Nos.
          of Above Persons:
          MICKY ARISON HOLDINGS 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:  3,251,354
Shares Bene-
ficially  8)   Shared Voting Power:  -0-
Owned by

Each Report-   9)   Sole Dispositive Power:  3,251,354
ing Person

With           10)  Shared Dispositive Power:  -0-

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
          3,251,354

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


     13)  Percent of Class Represented by Amount in Row (11):
                            1.4%

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


                                     Page 14






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:  3,651,354
Shares Bene-
ficially  8)   Shared Voting Power: -0-
Owned by

Each Report-   9)   Sole Dispositive Power:  3,651,354
ing Person

With           10)  Shared Dispositive Power:  -0-

     11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
          3,651,354

     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 15






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 16






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 17






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 18






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):  CO

                                     Page 19






          The Second Amended and Restated Joint Statement on Schedule

13D, dated April 23, 1996, as amended (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, Kentish

Limited and Shari Arison is hereby amended as follows:

ITEM 2.IDENTITY AND BACKGROUND

          Item 2 is hereby amended by the addition thereto of the

following:

          "Marilyn B. Arison is hereby added as a Reporting Person to the

Schedule 13D.  Marilyn B. Arison is an investor.  Ms. Arison's business

address is Marcaz Golda, 23 Shaul Hamelech Boulevard, Tel-Aviv 64367

Israel.  Ms. Arison is a citizen of the United States and Israel.

          The Micky Arison Holdings Trust (the "Micky Arison Trust") is

hereby added as a Reporting Person to the Schedule 13D.  The Micky Arison

Trust is a Delaware trust formed for the benefit of Micky Arison and his

heirs.  The business address of the Micky Arison Trust is 1201 North

Market Street, Wilmington, Delaware 19899.  The sole trustee of the Micky

Arison Trust is JMD Delaware, Inc., a Delaware corporation whose

principal purpose is to serve as trustee for certain trusts established

for the benefit of members of the Arison family.


                                     Page 20




          MBA I, LLC ("MBA") is hereby added as a Reporting Person to the

Schedule 13D.  MBA is a Delaware limited liability company whose

principal purpose is to hold and manage the investments previously held

directly by the Marilyn B. Arison Irrevocable Delaware Trust (the

"Marilyn Arison Trust").  The business address of MBA is 1201 North

Market Street, Wilmington, Delaware 19899.  The two members of MBA are

the Marilyn Arison Trust and MDT I, Inc., a Delaware corporation which is

wholly-owned by the Marilyn Arison Trust.  The principal purpose of MDT

I, Inc. is to serve as a member of certain limited liability companies

established by the Marilyn Arison Trust."

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 restructured

their aggregate holdings of Class A Common Stock with respect to

5,473,448 shares of Class A Common Stock.  This was accomplished by: (a)

the distribution to Ted Arison of 505,874 shares of Class A Common Stock

by TAMMS L.P.; (b) the contribution to the Micky Arison Trust of

3,251,354 shares of Class A Common Stock by Micky Arison; (c) the

assignment to Marilyn B. Arison of 100% of the capital stock of TAMMS

Corp. by Ted Arison; and (d) the assignment to MBA of the limited

partnership interest in TAMMS L.P. and 1,200,000 shares of Class A Common

Stock by the Marilyn Arison Trust.

          The transfers of shares by the Reporting Persons in the

December/January Transactions (as defined below in "Interests in

Securities of the Issuer") were effected for certain estate planning,

investment and other related 

                                     Page 21





purposes.  None of the Reporting Persons have any current plans to change 

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 December 31, 1996: (a) TAMMS L.P. distributed 505,874

shares of Class A Common Stock to Ted Arison; (b) Micky Arison

contributed 3,251,354 shares of Class A Common Stock to the Micky Arison

Trust; and (c) Ted Arison assigned 100% of the capital stock of TAMMS

Corp. to Marilyn B. Arison.  On January 23, 1997, the Marilyn Arison

Trust assigned its limited partnership interest in TAMMS L.P. and

1,200,000 Class A Common Stock to MBA.

          The foregoing transactions are referred to herein as the

"December/January Transactions."

          Following the December/January Transactions, Ted Arison

beneficially owns 55,693,016 shares of Class A Common Stock

(approximately 23.3% of the total number of shares of Class A Common

Stock outstanding as of November 20, 1996).  Ted Arison has sole voting

and dispositive power over the 55,693,016 shares of Class A Common Stock

he holds directly.

          TAMMS L.P. may be deemed to own beneficially 1,826,583.34

shares of Class A Common Stock (approximately 0.8% of the total number of

shares of Class A Common Stock outstanding as of November 20, 1996).

TAMMS L.P. has sole voting power and sole dispositive power over the

1,826,583.34 shares of Class A Common Stock held by TAMMS L.P.


                                     Page 22




          TAMMS Corp. is the Managing General Partner of TAMMS L.P. and

as such is entitled, pursuant to the Limited Partnership Agreement, to

exercise all voting rights with respect to the Class A Common Stock held

by TAMMS L.P.  TAMMS Corp. may be deemed to own beneficially all the

1,826,583.34 shares of Class A Common Stock (approximately 0.8% of the

total number of shares of Class A Common Stock outstanding as of November

20, 1996) beneficially owned by TAMMS L.P.  TAMMS Corp. has sole voting

power over the 1,826,583.34 shares of Class A Common Stock directly held

by TAMMS L.P.  Pursuant to the Limited Partnership Agreement, the

Managing General Partner of TAMMS L.P. can dispose of up to 10% in value

of the property of TAMMS L.P.  To dispose of a greater amount of the

property, consent of a majority interest of the partners in TAMMS L.P. is

needed.  Thus, TAMMS Corp. has sole dispositive power over 182,658 shares

of Class A Common Stock held by TAMMS L.P. and shares dispositive power

over the remaining 1,643,925.34 shares of Class A Common Stock held by

TAMMS L.P.

          Because of the controlling interest of his wife, Marilyn B.

Arison, 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

1,826,583.34 shares of Class A Common Stock beneficially owned by TAMMS

L.P.; however, Ted Arison disclaims beneficial ownership of all of such

shares which are beneficially owned by Marilyn B. Arison and the other

partners of TAMMS L.P.  Accordingly, Ted Arison has not reported beneficial 

ownership of any of the shares of Class A Common Stock held by TAMMS L.P.

                                     Page 23




          Following the December/January Transactions, Marilyn B. Arison

beneficially owns an aggregate of 516,220 shares of Class A Common Stock

(approximately 0.2% of the total Class A Common Stock outstanding as of

November 20, 1996).  Because of her controlling interest in TAMMS L.P.

(through TAMMS Corp.), Marilyn B. Arison may be deemed to share

dispositive and voting power over, and to beneficially own, the

1,826,583.34 of such shares of Class A Common Stock (approximately 0.8%

of the total number of shares of Class A Common Stock outstanding as of

November 20, 1996) beneficially owned by TAMMS L.P; however, Marilyn B.

Arison disclaims beneficial ownership of 1,310,363.34 of such shares

which are beneficially owned by certain other partners of TAMMS L.P.

Accordingly, Marilyn B. Arison has only reported beneficial ownership of

516,220 shares of Class A Common Stock held by TAMMS L.P.

          Following the December/January Transactions, MBA beneficially

owns an aggregate of 1,700,000 shares of Class A Common Stock

(approximately 0.7% of the total number of shares of Class A Common Stock

outstanding as of November 20, 1996), 1,200,000 shares of which it holds

directly and 500,000 shares of which it owns beneficially by virtue of

its interest in TAMMS L.P.  MBA has sole voting and dispositive power

over the 1,200,000 shares it holds directly and exercises shared

dispositive power over the 500,000 shares of Class A Common Stock held by

TAMMS L.P.


          Following the December/January Transactions, the Marilyn Arison

Trust owns beneficially owns an aggregate of 1,700,000 shares of Class A

Common Stock (approximately 0.7% of the total number of shares of Class A

Common Stock outstanding as of November 20, 1996), 1,200,000 shares of

which it holds by virtue 

                                     Page 24





of its interest in MBA and 500,000 shares of which it owns beneficially by 

virtue of the limited partnership interest of MBA in TAMMS L.P.  The Marilyn 

Arison Trust has sole voting power and dispositive power with respect to the 

1,200,000 shares of Class A Common Stock held by MBA and shares dispositive 

power through MBA over the 500,000 shares held by TAMMS L.P.

          Following the December/January Transactions, the Micky Arison

Trust beneficially owns 3,251,354 shares of Class A Common Stock

(approximately 1.4% of the total number of shares of Class A Common Stock

outstanding as of November 20, 1996) all of which it holds directly.  The

Micky Arison Trust has sole voting power and dispositive power with

respect to the 3,251,354 shares of Class A Common Stock that it holds

directly.

          Following the December/January Transactions, Micky Arison

beneficially owns an aggregate of 3,651,354 shares of Class A Common

Stock (approximately 1.4% of the total number of shares of Class A Common

Stock outstanding as of November 20, 1996), 400,000 shares of which are

underlying vested options which he holds directly, and 3,251,354 shares

of which he owns beneficially by virtue of the interest and authority

granted to him under the trust instrument for the Micky Arison Trust.

Micky Arison has sole voting power and dispositive power with respect to

the 400,000 shares of Class A Common Stock which he holds directly and 

the 3,251,354 shares of Class A Common Stock held by the Micky Arison

Trust.

          Because of his status as President and Treasurer of TAMMS

Corp., Micky Arison may be deemed to share voting power with respect to

the 1,826,583.34 shares of Class A Common  Stock beneficially owned by 

TAMMS L.P.  Micky Arison disclaims beneficial ownership of the 1,826,583.34 

shares of Class A Common 

                                     Page 25




Stock owned by TAMMS L.P. which are beneficially owned by the partners of 

TAMMS L.P.  Accordingly, Micky Arison has not reported beneficial ownership 

of any of the shares of Class A Common Stock held by TAMMS L.P.

          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 December/January Transactions, the Reporting

Persons have effected no transactions in shares of Class A Common Stock

during the past 60 days."

Item 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH

     RESPECT TO SECURITIES OF THE ISSUER.

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

          "On December 31, 1996, Barnett Bank of South Florida, N.A.

("Barnett") and JMD Delaware, Inc. as Trustee of the Micky Arison Trust

entered into a pledge agreement whereby the Micky Arison Trust pledged to

Barnett the 1,200,000 shares of Class A Common Stock that were

contributed to the Micky Arison Trust by Micky Arison.  The pledged

shares had previously been pledged by Micky Arison to Barnett as

collateral for a loan."


                                     Page 26






ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.

          Item 7 is hereby amended by the addition thereto of the

following:

Exhibit 10 Joint Filing Agreement, dated as of February 3, 1997, 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, Micky Arison, the Shari Arison Trust

           No. 1, Kentish Limited, Shari Arison, Marilyn B. Arison, the

           Micky Arison Trust and MBA.

Exhibit 11 Stock Pledge Agreement between Barnett Bank of South Florida,

           N.A. and JMD Delaware, Inc. as Trustee of  the Micky Arison

           Trust, dated as of December 31, 1996.


                                      Page 27






                          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:  February 3, 1997



TAMMS INVESTMENT COMPANY,                  CONTINUED TRUST FOR SHARI
LIMITED PARTNERSHIP                        ARISON DORSMAN, TAF
                                           MANAGEMENT COMPANY, TRUSTEE
By:  TAMMS MANAGEMENT                   
CORPORATION, MANAGING GENERAL PARTNER      By: /S/ DENISON H. HATCH, JR.
                                                Denison H. Hatch, Jr.
By: /S/ MICKY ARISON                            Secretary and Treasurer
     Micky Arison, President                    of Corporate Trustee


TAMMS MANAGEMENT                           TED ARISON 1994 IRREVOCABLE
CORPORATION                                TRUST FOR SHARI NO. 1,
                                           CITITRUST (JERSEY) LIMITED,
By: /S/ MICKY ARISON                       TRUSTEE
     Micky Arison, President
                                               /s/ Debbie Masters
                                           By: /S/ ROB VINCENT
/S/ TED ARISON                                  Debbie Masters, Director
Ted Arison                                      Rob Vincent, Asst. Secretary


CONTINUED TRUST FOR MICHAEL                /S/SHARI ARISON
ARISON, TAF MANAGEMENT                     Shari Arison
COMPANY, TRUSTEE

By: /S/ DENISON H. HATCH, JR.              MARILYN B. ARISON IRREVOC-
     Denison H. Hatch, Jr.                 ABLE DELAWARE TRUST, TAF
     Secretary and Treasurer               MANAGEMENT COMPANY, TRUSTEE
     of Corporate Trustee
                                           By: /S/ DENISON H. HATCH, JR.
                                                Denison H. Hatch, Jr.
SHARI ARISON IRREVOCABLE                        Secretary and Treasurer
GUERNSEY TRUST, A.H.W.                          of Corporate Trustee
LIMITED, TRUSTEE

By: /S/ R.J. BANFIELD
   R.J. Banfield, Director

                                     Page 28






/S/ MARILYN B. ARISON                      /S/ ANDREW H. WEINSTEIN
Marilyn B. Arison                          Andrew H. Weinstein


MBA I, LLC                                 TAF MANAGEMENT COMPANY

By:TAF MANAGEMENT COMPANY                  By: /S/ DENISON H. HATCH, JR.
   AS TRUSTEE OF THE                           Denison H. Hatch, Jr.
   MARILYN B. ARISON                           Secretary and Treasurer
   IRREVOCABLE DELAWARE                         
   TRUST, MANAGING MEMBER
                                           KENTISH LIMITED   
By:  /S/ DENISON H. HATCH, JR.
      Denison H. Hatch, Jr.                By: /S/ PHILIP SCALES
      Secretary and Treasurer                   Philip Scales
      of Corporate Trustee
                                             
                                             
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE

By: /S/ DENISON H. HATCH, JR.
     Denison H. Hatch, Jr.
     Secretary and Treasurer
     of Corporate Trustee


MICKY ARISON HOLDINGS TRUST,
JMD DELAWARE, INC., TRUSTEE

By:  /S/ DENISON H. HATCH, JR.
      Denison H. Hatch, Jr.
      Secretary of Corporate Trustee


/S/ MICKY ARISON
Micky Arison


A.H.W. LIMITED

By: /S/ R.J. BANFIELD
     R.J. Banfield, Director




                                    Page 29




                        INDEX TO EXHIBITS

EXHIBITS

   10                   Joint Filing Agreement, dated as of February 3,
                        1997, 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,
                        Micky Arison, Arison Foundation, Inc., the Shari
                        Arison Trust No. 1, Kentish Limited, Shari
                        Arison, Marilyn B. Arison, the Micky Arison
                        Holdings Trust and MBA.

   11                   Stock Pledge Agreement between Barnett Bank of
                        South Florida, N.A. and JMD Delaware, Inc. as
                        Trustee of the Micky Arison Trust, dated as of
                        December 31, 1996.


                                     Page 30







                          EXHIBIT  10

                    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 3rd day of February, 1997.


TAMMS INVESTMENT COMPANY,                  SHARI ARISON IRREVOCABLE
LIMITED PARTNERSHIP                        GUERNSEY TRUST, A.H.W.
                                           LIMITED, TRUSTEE
By:TAMMS MANAGEMENT             
CORPORATION, MANAGING GENERAL              By: /S/ R.J. BANFIELD
PARTNER                                         R.J. Banfield, Director
                                
By: /S/ MICKY ARISON
     Micky Arison, President               CONTINUED TRUST FOR SHARI        
                                           ARISON DORSMAN, TAF
                                           MANAGEMENT COMPANY,
TAMMS MANAGEMENT                           TRUSTEE
CORPORATION
                                           By: /S/ DENISON H. HATCH, JR.
By: /S/ MICKY ARISON                            Denison H. Hatch, Jr.
     Micky Arison, President                    Secretary and Treasurer of
                                                Corporate Trustee

/S/ TED ARISON
Ted Arison                                 TED ARISON 1994
                                           IRREVOCABLE
                                           TRUST FOR SHARI NO. 1,
CONTINUED TRUST FOR                        CITITRUST (JERSEY)
MICHAEL ARISON, TAF                        LIMITED, TRUSTEE
MANAGEMENT COMPANY,
TRUSTEE                                          /s/ Debbie Masters
                                           By: /S/ ROB VINCENT
By: /S/ DENISON H. HATCH, JR.                   Debbie C. Masters, Director
     Denison H. Hatch, Jr.                      Rob Vincent, Asst. Secretary
     Secretary and Treasurer of
     Corporate Trustee
                                           /S/ SHARI ARISON
                                               Shari Arison      


                                  Page 31





MARILYN B. ARISON IRREVOC-                 /S/ MICKY ARISON
ABLE DELAWARE TRUST, TAF                   Micky Arison
MANAGEMENT COMPANY,
TRUSTEE
                                           A.H.W. LIMITED
By: /S/ DENISON H. HATCH, JR.
     Denison H. Hatch, Jr.                 By: /S/ R.J. BANFIELD
     Secretary and Treasurer                    R.J. Banfield, Director
     of Corporate Trustee

                                           /S/ ANDREW H. WEINSTEIN
/S/ MARILYN B. ARISON                      Andrew H. Weinstein
Marilyn B. Arison

                                           TAF MANAGEMENT COMPANY
MBA I, LLC

By:TAF MANAGEMENT COMPANY                  By: /S/ DENISON H. HATCH, JR.
AS TRUSTEE OF THE MARILYN B. ARISON             Denison H. Hatch, Jr.
IRREVOCABLE DELAWARE TRUST, MANAGING            Secretary and Treasurer
MEMBER

By:  /S/ DENISON H. HATCH, JR.             KENTISH LIMITED
      Denison H. Hatch, Jr.
      Secretary and Treasurer              By: /S/ PHILIP SCALES
      of Corporate Trustee                      Philip Scales, Director


CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE

By: /S/ DENISON H. HATCH, JR.
     Denison H. Hatch, Jr.
     Secretary and Treasurer of
     Corporate Trustee


MICKY ARISON HOLDINGS
TRUST, JMD DELAWARE, INC.,
TRUSTEE

By: /S/ DENISON H. HATCH, JR.
     Denison H. Hatch, Jr.
     Secretary of Corporate
     Trustee

                                  Page 32






                             STOCK PLEDGE AGREEMENT


               This STOCK PLEDGE AGREEMENT is made and entered into as of
December 31, 1996, by and between BARNETT BANK, N.A., a national banking
association ("Lender"), and JMD DELAWARE, INC., AS TRUSTEE FOR THE MICKY ARISON
HOLDINGS TRUST ("Pledgor").

                                   WITNESSETH:

               WHEREAS, Micky Arison 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
CCA 15344, CCA 15345, CCA 16710 and CCA 21768;

               WHEREAS, Micky Arison executed an Amended and Restated Stock
Pledge Agreement dated as of October 2, 1996 in order to secure the Amended and
Restated Limited Recourse Guarantee dated as of October 2, 1996 given by Micky
Arison to Lender of obligations of Carnival Air Lines, Inc., a Florida
corporation ("CAL") to Lender, and agreed to pledge to Lender as collateral all
of the Pledged Securities;

               WHEREAS, Micky Arison wishes to transfer the Pledged Securities 
to the Pledgor;

               WHEREAS, the Pledgor has executed a Limited Recourse Guarantee
(the "Guarantee") of even date herewith of obligations of CAL to Lender, and has
agreed to pledge to lender as collateral all of the Pledged Securties to be
transferred to it from Micky Arison.

               NOW, THEREFORE, in consideration of the premises and of the
mutual cove nants 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 Amended and Restated Revolving Credit Agreement dated as of
October 2, 1996 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 


                                  Page 33





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

                      (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




               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 it is entitled to

 
                                  Page 35




        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 it is entitled to exercise pursuant to Section 4(a)(i)
hereof and/or to receive the dividends and interest payments which it 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, 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, without limitation, sell the Pledged Stock
Collateral, or any part thereof, at any public or private sale or at any
broker's

 
                                  Page 36




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 it 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 pur chaser 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 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

 
                                  Page 37




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, it will
not sell any other securities of Carnival Corporation which it 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
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.

 
                                  Page 38




               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 the 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 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
the 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.


 
                                  Page 39




               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 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.


 
                                  Page 40




               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 assigns,
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.

               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:

                  JMD Delaware, Inc., as Trustee for the Micky Arison Holding 
                    Company Trust
                  Carnival Place
                  3655 N.W. 87th Avenue
                  Miami, Florida 33178-2428

               with a copy to:


 
                                  Page 41




                  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 it 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 this Agreement shall be effective if mailed to Pledgor at Carnival
Place, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428.



 
                                  Page 42



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


                               BARNETT BANK, N.A.



                               By
                                  ----------------------------------------
                                  Name:
                                  Title:


                               JMD DELAWARE, INC. AS TRUSTEE FOR THE
                               MICKY ARISON HOLDINGS TRUST


                               By
                                  ----------------------------------------
                                  Name:
                                  Title:


STATE OF NEW YORK            )
                             )ss.
COUNTY OF                    )

               The foregoing instrument was acknowledged before me this 
                                                                        -------
day of December 1996, by               , as            on behalf of JMD
                         --------------     ----------
Delaware, Inc., as Trustee for the Micky Arison Holdings Trust, who is
personally known by me or presented                     as identification and
                                    -------------------
who did (did not) take an oath.



                                  -------------------------------------
                                  NOTARY PUBLIC

                                  Print Name 
                                             --------------------------

My commission expires:







                                  Page 43