FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2000

                                       OR

   [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission file number 1-9610


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

             Republic of Panama                           59-1562976
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                 Identification No.)


            3655 N.W. 87th Avenue, Miami, Florida     33178-2428
           (Address of principal executive offices)   (Zip code)


                                            (305) 599-2600
              (Registrant's telephone number, including area code)


                                                   None
              (Former name, former address and former fiscal year,
                         if changed since last report.)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes X     No__

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

     Common Stock, $.01 par value - 589,403,410 shares as of July 10, 2000.

PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements.

                              CARNIVAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                       (in thousands, except par value)


                                                     May 31,      November 30,
                                                      2000            1999
                                                             
ASSETS
Current Assets
  Cash and cash equivalents                         $295,567       $ 521,771
  Short-term investments                               4,584          22,800
  Accounts receivable, net                            96,718          62,887
  Consumable inventories, at average cost             94,691          84,019
  Prepaid expenses and other                         130,877         100,159
    Total current assets                             622,437         791,636

Property and Equipment, Net                        6,674,115       6,410,527

Investments in and Advances to Affiliates            541,646         586,922

Goodwill, less Accumulated Amortization of
    $92,300 and $85,272                              455,314         462,340

Other Assets                                          48,662          34,930
                                                  $8,342,174      $8,286,355

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt               $  208,864      $  206,267
  Accounts payable                                   194,623         195,879
  Accrued liabilities                                243,055         262,170
  Customer deposits                                  854,383         675,816
  Dividends payable                                   63,371          64,781
    Total current liabilities                      1,564,296       1,404,913

Long-Term Debt                                       871,048         867,515

Deferred Income and Other Long-Term Liabilities       91,235          82,680

Commitments and Contingencies (Note 5)

Shareholders' equity
  Common Stock; $.01 par value; 960,000 shares
    authorized; 617,389 and 616,966 shares
    issued                                             6,174           6,170
  Additional paid-in capital                       1,770,040       1,757,408
  Retained earnings                                4,423,788       4,176,498
  Unearned stock compensation                        (13,457)         (9,945)
  Accumulated other comprehensive (loss) income      (35,807)          1,116
  Treasury Stock; 14,030 shares at cost             (335,143)              -
    Total shareholders' equity                     5,815,595       5,931,247
                                                  $8,342,174      $8,286,355


The accompanying notes are an integral part of these consolidated financial
statements.

                             CARNIVAL CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per share data)




                                       Six Months             Three Months
                                      Ended May 31,           Ended May 31,
                                    2000         1999        2000       1999

                                                         
Revenues                        $1,700,005   $1,544,407   $875,127   $796,149

Costs and Expenses
  Operating expenses               962,561      848,529    497,121    432,426
  Selling and administrative       241,706      216,287    120,827    105,517
  Depreciation and amortization    135,892      116,815     68,288     58,911
                                 1,340,159    1,181,631    686,236    596,854

Operating Income Before
  (Loss) Income From Affiliated
  Operations                       359,846      362,776    188,891    199,295

(Loss) Income From Affiliated
  Operations, Net                   (5,909)      (7,099)     5,528     (1,182)

Operating Income                   353,937      355,677    194,419    198,113

Nonoperating Income (Expense)
  Interest income                   11,459       18,362      4,520     11,475
  Interest expense, net of
    capitalized interest           (15,460)     (26,880)    (6,871)   (13,490)
  Other income, net                 18,246        7,941      9,349      4,945
  Income tax benefit                 7,291        7,645      2,539      2,839
  Minority interest                              (1,642)                 (540)
                                    21,536        5,426      9,537      5,229
Net Income                      $  375,473   $  361,103   $203,956   $203,342



Earnings Per Share:
  Basic                               $.61         $.59       $.34       $.33
  Diluted                             $.61         $.59       $.34       $.33
 








The accompanying notes are an integral part of these consolidated financial
statements.

                              CARNIVAL CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)


                                                Six Months Ended May 31,
                                                 2000             1999
                                                          
OPERATING ACTIVITIES
Net income                                     $375,473         $361,103
Adjustments to reconcile net income
  to net cash provided from operations:
    Depreciation and amortization               135,892          116,815
    Dividends received and loss
      from affiliated operations, net            19,019           19,017
    Minority interest                                              1,642
    Other                                           562            2,225
Changes in operating assets and liabilities
  Increase in:
    Receivables                                 (34,919)         (25,046)
    Consumable inventories                      (10,672)          (5,586)
    Prepaid expenses and other                  (30,733)          (9,482)
  (Decrease) increase in:
    Accounts payable                             (1,256)          11,569
    Accrued liabilities                         (17,356)          (3,219)
    Customer deposits                           178,567          184,336
      Net cash provided from operating
        activities                              614,577          653,374

INVESTING ACTIVITIES
Decrease (increase) in short-term
  investments, net                               23,596         (608,278)
Additions to property and equipment, net       (392,437)        (112,860)
Other, net                                      (12,484)          44,212
      Net cash used for investing activities   (381,325)        (676,926)

FINANCING ACTIVITIES
Proceeds from long-term debt                      7,477            7,721
Principal payments of long-term debt             (7,902)        (363,799)
Dividends paid                                 (129,593)        (108,764)
Proceeds from issuance of Common Stock, net       5,705          733,882
Purchase of treasury stock                     (335,143)
Other                                                               (121)
      Net cash (used for) provided from
        financing activities                   (459,456)         268,919
      Net (decrease) increase in cash and
        cash equivalents                       (226,204)         245,367
Cash and cash equivalents at beginning
  of period                                     521,771          137,273
Cash and cash equivalents at end of period     $295,567         $382,640



The accompanying notes are an integral part of these consolidated financial
statements.

                              CARNIVAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 -  BASIS OF PRESENTATION

     The financial statements included herein have been prepared by Carnival
Corporation, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.

     The accompanying consolidated balance sheet at May 31, 2000 and the
consolidated statements of operations for the six and three months ended May 31,
2000 and 1999 and the consolidated statements of cash flows for the six months
ended May 31, 2000 and 1999 are unaudited and, in the opinion of management,
contain all adjustments, consisting of only normal recurring accruals, necessary
for a fair presentation. The operations of Carnival Corporation and its
consolidated subsidiaries (referred to collectively as the "Company") and its
affiliates are seasonal and results for interim periods are not necessarily
indicative of the results for the entire year.


NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment consists of the following (in thousands):



                                               May 31,            November 30,
                                                2000                 1999

                                                            
Ships                                       $6,856,277            $6,543,592
Ships under construction                       528,432               506,477
                                             7,384,709             7,050,069
Land, buildings and improvements               235,745               235,333
Transportation and other equipment             425,061               395,008

Total property and equipment                 8,045,515             7,680,410

Less accumulated depreciation and
  amortization                              (1,371,400)           (1,269,883)
                                            $6,674,115            $6,410,527


     Capitalized interest, primarily on ships under construction, amounted to
$21.5 million and $19.9 million for the six months ended May 31, 2000 and 1999,
respectively, and $11.5 million and $9.5 million for the three months ended May
31, 2000 and 1999, respectively.

NOTE 3 - LONG-TERM DEBT

     Long-term debt consists of the following (in thousands):



                                                    May 31,      November 30,
                                                     2000            1999
                                                           
Unsecured 5.65% Notes Due October 15, 2000      $  199,964       $  199,920
Unsecured 6.15% Notes Due April 15, 2008           199,590          199,564
Unsecured 6.65% Debentures due January 15, 2028    199,288          199,274
Unsecured 6.15% Notes Due October 1, 2003          124,977          124,974
Unsecured 7.2% Debentures Due October 1, 2023      124,888          124,886
Unsecured 7.7% Notes Due July 15, 2004              99,952           99,947
Unsecured 7.05% Notes Due May 15, 2005              99,901           99,891
Other                                               31,352           25,326
                                                 1,079,912        1,073,782
Less portion due within one year                  (208,864)        (206,267)
                                                $  871,048       $  867,515


NOTE 4 - SHAREHOLDERS' EQUITY

     The Company's Articles of Incorporation authorizes the Board of Directors,
at its discretion, to issue up to 40 million shares of Preferred Stock. The
Preferred Stock is issuable in series which may vary as to certain rights and
preferences at the discretion of the Board of Directors and has a $.01 par
value.  At May 31, 2000 and November 30, 1999, no Preferred Stock had been
issued.

     During the six months ended May 31, 2000 and 1999, the Company declared
cash dividends of $.21 and $.18 per share, or an aggregate of $128.2 million and
$110.4 million, respectively.

     In February 2000, the Board of Directors authorized the repurchase of up to
$1 billion of the Company's Common Stock.  As of May 31, 2000, the Company had
repurchased approximately 14 million shares of its Common Stock at a cost of
$335.1 million.  Since May 31, 2000, the Company has repurchased an
additional 14 million shares at a cost of $274 million.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

Capital Expenditures

     A description of ships under contract for construction at July 14, 2000 is
as follows (in millions, except passenger capacity data):



                           Expected                                 Estimated
                           Service                    Passenger       Total
Ship                        Date(1)     Shipyard      Capacity(2)      Cost(3)

                                                         
Carnival Cruise Lines
  Carnival Victory           8/00      Fincantieri        2,758      $  450
  Carnival Spirit            4/01      Masa-Yards         2,124         375
  Carnival Pride             1/02      Masa-Yards(4)      2,124         375
  Carnival Legend            8/02      Masa-Yards(4)      2,124         375
  Carnival Conquest         12/02      Fincantieri        2,974         500
  Carnival Glory             8/03      Fincantieri        2,974         500
  Newbuild                  11/04      Fincantieri(5)     2,974         500
    Total Carnival Cruise Lines                          18,052       3,075

Holland America Line
  Amsterdam                 11/00      Fincantieri        1,380         300
  Newbuild                  10/02      Fincantieri(5)     1,848         410
  Newbuild                   8/03      Fincantieri(5)     1,848         410
  Newbuild                   1/04      Fincantieri(5)     1,848         410
  Newbuild                   9/04      Fincantieri(5)     1,848         410
  Newbuild                   6/05      Fincantieri(5)     1,848         410
    Total Holland America Line                           10,620       2,350

       Total                                             28,672      $5,425


  (1) The expected service date is the date the ship is expected to begin
revenue generating activities.
  (2) In accordance with cruise industry practice, passenger capacity is
calculated based on two passengers per cabin even though some cabins can
accommodate three or four passengers.
  (3) Estimated total cost of the completed ship includes the contract price
with the shipyard, design and engineering fees, capitalized interest, various
owner supplied items and construction oversight costs.
  (4) These construction contracts are denominated in German Marks
and have been fixed into U.S. dollars through the utilization of forward foreign
currency contracts.
  (5) These construction contracts are denominated in Italian Lira and have been
fixed into U.S. dollars through the utilization of forward foreign currency
contracts.

     In connection with the ships under contract for construction, the Company
has paid approximately $528 million through May 31, 2000 and anticipates paying
approximately $914 million during the twelve month period ending May 31, 2001
and approximately $4.0 billion thereafter.


Litigation

     Several actions (collectively the "Passenger Complaints") have been filed
against Carnival Cruise Lines ("Carnival") and one action has been filed against
Holland America Westours on behalf of purported classes of persons who paid port
charges to Carnival or Holland America Line ("Holland America"), alleging that
statements made in advertising and promotional materials concerning port charges
were false and misleading. The Passenger Complaints allege violations of the
various state consumer protection acts and claims of fraud, conversion, breach
of fiduciary duties and unjust enrichment. Plaintiffs seek compensatory damages
or, alternatively, refunds of portions of port charges paid, attorneys' fees,
costs, prejudgment interest, punitive damages and injunctive and declaratory
relief. The actions against Carnival are in various stages of progress and are
proceeding.

     Holland America Westours has entered into a settlement agreement for the
one Passenger Complaint filed against it. The settlement agreement was approved
by the court on September 28, 1998. One member of the settlement class appealed
the court's approval of the settlement and a decision on such appeal is expected
shortly.   A further appeal could be taken by either party which could result in
the settlement being delayed for an additional one year. Unless the appeal is
successful, Holland America will issue travel vouchers with a face value of $10-
$50 depending on specified criteria, to certain of its passengers who are U.S.
residents and who sailed between April 1992 and April 1996, and will pay a
portion of the plaintiffs' legal fees.  The amount and timing of the travel
vouchers to be redeemed and the effects of the travel voucher redemption on
revenues is not reasonably determinable. The Company has not established a
liability for the travel voucher portion of the settlements and will account for
the redemption of the vouchers as a reduction of future revenues.

     Several complaints were filed against Carnival and/or Holland America
Westours (collectively the "Travel Agent Complaints") on behalf of purported
classes of travel agencies who had booked a cruise with Carnival or Holland
America, claiming that advertising practices regarding port charges resulted in
an improper commission bypass. The two remaining actions, filed in California
and Florida, allege violations of state consumer protection laws, claims of
breach of contract, negligent misrepresentation, unjust enrichment, unlawful
business practices and common law fraud, and they seek unspecified compensatory
damages (or alternatively, the payment of usual and customary commissions on
port charges paid by passengers in excess of certain charges levied by
government authorities), an accounting, attorneys' fees and costs, punitive
damages and injunctive relief.  These actions are in various stages of progress
and are proceeding.

     An action has been filed in Florida against Carnival alleging Carnival
violated the Americans with Disabilities Act ("ADA") by failing to make certain
of its cruise ships accessible to individuals with disabilities (the "ADA
Complaint").  Plaintiffs seek compensatory and statutory damages, special and
consequential damages, punitive and exemplary damages, injunctive relief and
fees and costs. This action is in progress and is proceeding.

     It is not now possible to determine the ultimate outcome of the pending
Passenger, Travel Agent and ADA Complaints if such claims should proceed to
trial. Management believes that the Company has meritorious defenses to these
claims.

     Several complaints were filed against the Company and four of its officers
on behalf of a purported class of purchasers of Common Stock of the Company,
claiming that statements made by the Company in public filings violate federal
securities laws.  The plaintiffs seek unspecified compensatory damages,
attorneys' fees and costs and expert fees. After the court appoints lead
plaintiffs and a lead counsel, the plaintiffs will have sixty days to file a
consolidated amended complaint. It is not now possible to determine the ultimate
outcome of these pending complaints. Management believes that the Company and
these officers have meritorious defenses to these claims.  Accordingly, the
Company and these officers intend to vigorously defend against all such actions.

     In the normal course of business, various other claims and lawsuits have
been filed or are pending against the Company. The majority of these claims and
lawsuits are covered by insurance. Management believes the outcome of any such
claims and lawsuits, which are not covered by insurance, would not have a
material adverse effect on the Company's financial condition or results of
operations.

Contingent Obligations

     The Company has certain contingent obligations or has provided letters of
credit related to two ship lease transactions which, at May 31, 2000, total
approximately $339 million.  Only in the remote event of nonperformance by
certain major financial institutions, which have long-term credit ratings of
AAA, would the Company be required to make any payments under these contingent
obligations.

Guarantees

     At May 31, 2000, the Company has guaranteed approximately $100 million of
debt which includes, among other things, the acquisition indebtedness for the
Company's interest in Costa Crociere, S.p.A. ("Costa").

NOTE 6 - COMPREHENSIVE INCOME

     Comprehensive income for the periods indicated was as follows (in
thousands):


                                             Six Months          Three Months
                                            Ended May 31,        Ended May 31,
                                           2000      1999       2000      1999
                                                         

Net income                              $375,473 $361,103  $203,956  $203,342
Changes in securities valuation
  allowance                               (1,690)       7      (906)        8
Foreign currency translation
  adjustment                             (35,233) (29,996)  (16,544)  (22,828)
Total comprehensive income              $338,550 $331,114  $186,506  $180,522


NOTE 7 - SEGMENT INFORMATION

     The Company's cruise segment includes five cruise brands which have been
aggregated as a single operating segment based on the similarity of their
economic characteristics. Cruise revenues are comprised of sales of passenger
tickets, including, in some cases, air transportation to and from the cruise
ship, and revenues from certain onboard activities and other related services.
The tour segment represents the operations of Holland America Westours.
Selected segment information for the periods indicated was as follows (in
thousands):



                                  Six Months Ended     Six Months Ended
                                    May 31,2000           May 31, 1999
                                           Operating             Operating
                                             income                income
                                 Revenues    (loss)    Revenues    (loss)
                                                      
Cruise                          $1,663,135  $384,831  $1,506,179  $388,346
Tour                                44,768   (17,946)     46,124   (19,484)
Affiliated operations                         (5,909)               (7,099)
Reconciling items (a)               (7,898)   (7,039)     (7,896)   (6,086)
                                $1,700,005  $353,937  $1,544,407  $355,677




                                 Three Months Ended    Three Months Ended
                                     May 31,2000           May 31, 1999
                                           Operating             Operating
                                             income                income
                                 Revenues    (loss)    Revenues    (loss)
                                                      
Cruise                          $  845,284  $200,697  $  765,103  $207,912
Tour                                37,333    (6,394)     38,620    (7,586)
Affiliated operations                          5,528                (1,182)
Reconciling items (a)               (7,490)   (5,412)     (7,574)   (1,031)
                                 $ 875,127  $194,419  $  796,149  $198,113

(a)  Revenues consist of intersegment revenues.  Operating loss represents
corporate expenses not allocated to segments.

      Selected segment information for the Company's affiliated operations for
the periods indicated was as follows (in thousands):

                                   Six Months               Three Months
                                  Ended May 31,             Ended May 31,


                                2000        1999          2000        1999

                                                       
Revenues                     $2,547,083  $2,380,851    $1,376,529  $1,195,895
Net loss                     $  (48,452) $  (23,788)   $   (4,428) $   (3,368)

The table above represents 100% of the affiliated companies' results of
operations.




NOTE 8 - EARNINGS PER SHARE

     Earnings per share have been computed as follows (in thousands, except per
share data):



                                            Six Months          Three Months
                                           Ended May 31,        Ended May 31,
                                           2000      1999       2000      1999
                                                              
BASIC:
  Net income                           $375,473  $361,103   $203,956  $203,342
  Average common shares outstanding     611,559   611,074    606,051   613,161
  Earnings per share                   $    .61  $    .59   $    .34  $    .33

DILUTED:
  Net income                           $375,473  $361,103   $203,956  $203,342
  Effect on net income of assumed
    purchase of minority interest                   1,642                  540
  Net income available assuming
    dilution                           $375,473  $362,745   $203,956  $203,882

  Average common shares outstanding     611,559   611,074    606,051   613,161
  Effect of dilutive securities:
    Additional shares issuable upon:
      Assumed exercise of Cunard Line
        Limited's minority shareholders
        purchase option                             5,152                5,152
      Various stock plans                 2,603     3,760      1,908     3,621
  Average shares outstanding
    assuming dilution                   614,162   619,986    607,959   621,934
  Earnings per share                   $    .61  $    .59   $    .34  $    .33





NOTE 9 - RECENT PRONOUNCEMENTS

     In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" was issued. SFAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Pursuant to
SFAS No. 133, changes in the fair value of derivatives are recorded each period
in current earnings or other comprehensive income depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. SFAS No. 133, as amended, is effective for the Company's
fiscal year beginning December 1, 2000. The Company has performed a preliminary
analysis of the impact of SFAS No. 133 on its existing and currently anticipated
activities and believes that the impact of its adoption will not be material to
its financial statements, however, the effect on the Company's financial
position depends on the fair values of the Company's derivatives and related
financial instruments at the date of adoption.


ITEM 2.Management's Discussion and Analysis of
       Financial Condition and Results of Operations.


     Certain statements under Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations", constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. See
"Part II. OTHER INFORMATION, ITEM 5. (a)  Forward-Looking Statements".

RESULTS OF OPERATIONS

     The Company earns its cruise revenues primarily from (i) the sale of
passenger tickets, which includes accommodations, meals, and most onboard
activities, (ii) the sale of air transportation to and from the cruise ships and
(iii) the sale of goods and services on board its cruise ships, such as casino
gaming, bar sales, gift shop sales and other related services. The Company also
derives revenues from the tour and related operations of Holland America
Westours.

     For selected segment information related to the Company's revenues and
operating income see Note 7 in the accompanying financial statements.
Operations data expressed as a percentage of total revenues and selected
statistical information for the periods indicated was as follows:


                                       Six Months             Three Months
                                      Ended May 31,           Ended May 31,
                                    2000         1999       2000         1999

                                                              
Revenues                            100%         100%       100%          100%

Costs and Expenses
  Operating expenses                 57           55         57            54
  Selling and administrative         14           14         14            13
  Depreciation and amortization       8            8          8             8
Operating Income Before Income
  from Affiliated Operations         21           23         21            25
Income from Affiliated
  Operations, Net                     -            -          1             -
Operating Income                     21           23         22            25
Nonoperating Income                   1            -          1             1
Net Income                           22%          23%        23%           26%

Selected Statistical Information (in thousands):
  Passengers carried              1,208        1,058        643           541
  Passenger cruise days (1)       7,920        6,975      4,081         3,470
  Occupancy percentage            102.8%       100.4%     102.3%         99.9%

(1)  A passenger cruise day is one passenger sailing for a period of one day.
For example, one passenger sailing on a one week cruise is seven passenger
cruise days.

GENERAL

     The Company's cruise and tour operations experience varying degrees of
seasonality. The Company's revenue from the sale of passenger tickets for its
cruise operations is moderately seasonal. Historically, demand for cruises has
been greatest during the summer months. The Company's tour revenues are highly
seasonal with a vast majority of tour revenues generated during the late spring
and summer months in conjunction with the Alaska cruise season.

 Average passenger capacity for the Company's cruise brands is expected to
increase by approximately 13.1% and 10.6% in the third and fourth quarters of
fiscal 2000, respectively, as compared to the same periods of fiscal 1999. These
increases are primarily a result of the introduction into service of the
Carnival Triumph in July 1999, Holland America's Zaandam and Volendam in May
2000 and November 1999, respectively, and the expected introduction into service
of the Carnival Victory in August 2000, partially offset by the expected
withdrawal from service of Holland America's Nieuw Amsterdam in October 2000.
The Nieuw Amsterdam has been contracted for sale which is scheduled for closing
in October 2000.

     The year over year percentage increase in average passenger capacity
resulting from the delivery of vessels currently under contract for construction
for fiscal 2001 and 2002, net of the impact of the expected withdrawal from
service of Holland America's Nieuw Amsterdam, is expected to approximate 10.1%
and 6.9%, respectively.

     The Company and Airtours plc ("Airtours"), a publicly traded leisure travel
company in which the Company holds an approximate 26% interest, each own a 50%
interest in Il Ponte S.p.A. ("Il Ponte"), the parent company of Costa Crociere,
S.p.A., an Italian cruise company. The Company records its interest in
Airtours and Il Ponte using the equity method of accounting and records its
portion of Airtours' and Il Ponte's consolidated operating results on a two-
month lag basis. Airtours' revenues are very seasonal due to the nature of the
European leisure travel industry.  Costa's revenues are moderately seasonal.
Typically, Airtours' and Costa's quarters ending June 30 and September 30
experience higher revenues, with revenues in the quarter ending September 30
being the highest.

      On July 13, 2000 Airtours announced the acquisition of all the remaining
shares of Frosch Touristik GmbH, subject to regulatory clearance.  Prior to this
acquisition, Airtours owned approximately 36% of this German tour operator.  In
addition, Airtours stated that their investments in new markets, in particular
Germany, together with the reorganization of their existing operations, will
result in fiscal 2000 profits being below their original expectations.

     In June 2000, management announced that it expects that the Company's net
revenue yields (net revenue per passenger day multiplied by occupancy) for the
second half of 2000 will be somewhat less than last year and that the Company's
earnings per share for fiscal 2000 will be slightly higher than fiscal 1999.


SIX MONTHS ENDED MAY 31, 2000 ("2000") COMPARED
TO SIX MONTHS ENDED MAY 31, 1999 ("1999")

     Revenues

     The increase in total revenues of $155.6 million, or 10.1%, was entirely
due to a 10.4% increase in cruise revenues. The cruise revenue changes resulted
from an increase of approximately 10.8% in passenger capacity, a 2.7% increase
in occupancy rates partially offset by a 3.1% decrease in total revenue per
passenger cruise day.   The increase in passenger capacity resulted primarily
from the introduction into service of the Carnival Triumph in July 1999 and
Holland America's Volendam in November 1999. The decrease in revenue per
passenger was primarily due to lower cruise ticket prices and a reduction in the
number of passengers electing to use the Company's air program.   The decrease
in revenue per passenger is net of the impact of higher cruise ticket prices
from the Company's Millennium cruises in the first quarter of fiscal 2000. When
a passenger elects to provide his or her own transportation, rather than
purchasing air transportation from the Company, both the Company's cruise
revenues and operating expenses decrease by approximately the same amount.

     Costs and Expenses

     Operating expenses increased $114.0 million, or 13.4%. Cruise operating
costs increased by $115.7 million, or 14.3%. Cruise operating costs increased in
2000 primarily due to additional costs associated with the increased passenger
capacity, increases in fuel costs, and operational costs related primarily to
the Company's Millennium cruises.  Commencing in the fourth quarter of fiscal
1999, the Company began to incur significantly higher fuel costs due to a very
large increase in the price of bunker fuel.  The increase in fuel costs
increased the Company's operating expenses by approximately $30 million for the
first six months of 2000.  Assuming fuel prices in the third and fourth quarters
of fiscal 2000 remain at the same levels as the end of the second quarter of
fiscal 2000, the Company estimates that its fuel costs, excluding the impact on
Costa's operations, will increase for the full fiscal year 2000 by approximately
$50 million as compared to 1999 due to the higher fuel prices.  Cruise operating
costs as a percentage of cruise revenues were 55.7% and 53.8% in 2000 and 1999,
respectively.

     Selling and administrative expenses increased $25.4 million, or 11.8%,
primarily due to an increase in advertising and payroll and related costs.
Selling and administrative expenses as a percentage of revenues were 14.2% and
14.0% during 2000 and 1999, respectively.

     Depreciation and amortization increased by $19.1 million, or 16.3%
primarily due to the additional depreciation associated with the increase in the
size of the fleet and Cunard and Seabourn's ship refurbishment expenditures.

     Affiliated Operations

     During 2000, the Company recorded $5.9 million of losses from affiliated
operations as compared with $7.1 million of losses in 1999. The Company's
portion of Airtours' losses increased $13.2 million to $27.4 million. The
Company recorded income of $19.9 million and $7.2 million for the first six
months of 2000 and 1999, respectively, related to its interest in Il Ponte. See
the three month analysis below for a discussion of certain non-recurring events
and the "General" section for a discussion of Airtours' and Costa's seasonality.

     Nonoperating Income (Expense)

     Gross interest expense (excluding capitalized interest) decreased to $37.0
million from $46.8 million primarily as a result of lower average outstanding
debt balances partially offset by a slightly higher weighted average borrowing
cost.

     Other income in 2000 of $18.2 million primarily relates to $15.1 million of
compensation received from the shipyard related to the late delivery of Holland
America's Zaandam, net of certain related expenses.


THREE MONTHS ENDED MAY 31, 2000 ("2000") COMPARED
TO THREE MONTHS ENDED MAY 31, 1999 ("1999")

     Revenues

     The increase in total revenues of $79.0 million, or 9.9%, was entirely due
to a 10.5% increase in cruise revenues. The cruise revenue changes resulted from
an increase of approximately 14.8% in passenger capacity, a 2.8% increase in
occupancy rates partially offset by a 7.1% decrease in total revenue per
passenger cruise day.   The increase in passenger capacity resulted primarily
from the introduction into service of the Carnival Triumph in July 1999 and
Holland America's Zaandam and Volendam in May 2000 and November 1999,
respectively. The decrease in revenue per passenger was primarily due to lower
cruise ticket prices and a reduction in the number of passengers electing to use
the Company's air program.

     Costs and Expenses

     Operating expenses increased $64.7 million, or 15.0%. Cruise operating
costs increased by $66.9 million, or 16.6%, to $470.7 million in 2000 from
$403.8 million in 1999. Cruise operating costs increased in 2000 primarily due
to additional costs associated with the increased passenger capacity and
increases in fuel costs.  Cruise operating costs as a percentage of cruise
revenues were 55.7% and 52.8% in 2000 and 1999, respectively.

     Selling and administrative expenses increased $15.3 million, or 14.5%,
primarily due to an increase in advertising and payroll and related costs.
Selling and administrative expenses as a percentage of revenues were 13.8% and
13.3% during 2000 and 1999, respectively.

     Depreciation and amortization increased by $9.4 million, or 15.9% primarily
due to the additional depreciation associated with the increase in the size of
the fleet and Cunard and Seabourn ship refurbishment expenditures.

     Affiliated Operations

     During 2000, the Company recorded $5.5 million of income from affiliated
operations as compared with $1.2 million of losses in 1999. The Company's
portion of Airtours' losses increased $5.3 million to $11.0 million. The Company
recorded income of $15.1 million and $4.6 million during 2000 and 1999,
respectively, related to its interest in Il Ponte. During the second quarter of
2000, the Company's results from affiliated operations included non-recurring
net gains of $10.7 million primarily related to a reversal of Costa tax
liabilities.  See the "General" section for a discussion of Airtours' and
Costa's seasonality.

     Nonoperating Income (Expense)

     Gross interest expense (excluding capitalized interest) decreased to $18.4
million from $23.0 million primarily as a result of lower average outstanding
debt balances partially offset by a slightly higher weighted average borrowing
cost.

     Other income in 2000 of $9.3 million primarily relates to $6.6 million of
compensation received from the shipyard related to the late delivery of Holland
America's Zaandam, net of certain related expenses.


LIQUIDITY AND CAPITAL RESOURCES

     Sources of Cash

     The Company's business provided $614.6 million of net cash from operations
during the six months ended May 31, 2000, a decrease of 5.9% compared to 1999.
The decrease was primarily due to changes in operating assets and liabilities
partially offset by higher net income.

     Uses of Cash

     During the first half of fiscal 2000, the Company made net expenditures of
approximately $392.4 million on capital projects, of which $325 million was
spent in connection with its ongoing shipbuilding program. The nonshipbuilding
capital expenditures consisted primarily of computer related expenditures, ship
refurbishments, tour assets and other equipment.

     In February 2000, the Company's Board of Directors authorized the
repurchase of up to $1 billion of the Company's Common Stock. As of July 14,
2000, the Company had repurchased 28 million shares of its Common Stock at a
cost of approximately $610 million.

     During the six months ended May 31, 2000, the Company had net borrowings of
$7.5 million under its commercial paper programs and made principal payments
totaling $7.9 million pursuant to various notes payable. In addition, the
Company paid cash dividends of $129.6 million in the first half of fiscal 2000.

     Future Commitments

     As of July 14, 2000, the Company, excluding Costa, has contracts for the
delivery of thirteen new ships over the next five years. The Company's remaining
obligations related to these contracts is to pay approximately $914 million
during the twelve months ending May 31, 2001 and approximately $4.0 billion
thereafter.

     In addition to these ship construction contracts, the Company has a letter
of intent for the construction of Cunard Line's Queen Mary 2.  No assurance can
be given that this letter of intent will result in a ship construction contract.

     At May 31, 2000, the Company had $1.08 billion of long-term debt of which
$208.9 million is due during the twelve months ending May 31, 2001.  See Notes 3
and 5 in the accompanying financial statements for more information regarding
the Company's debts and commitments.

     Funding Sources

     At May 31, 2000, the Company had approximately $300.2 million in cash, cash
equivalents and short-term investments. These funds along with future cash from
operations are expected to be the Company's principal sources of capital to fund
its working capital and debt service requirements, capital projects, stock
repurchase program and dividend payments.  Additionally, the Company may also
fund a portion of these cash requirements from borrowings under its revolving
credit facilities or commercial paper programs. At May 31, 2000, the Company had
approximately $1.2 billion available for borrowing under its revolving credit
facilities.

     To the extent that the Company is required to or chooses to fund future
cash requirements from sources other than as discussed above, management
believes that it will be able to secure such financing from banks or through the
offering of debt and/or equity securities in the public or private markets.



PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings.

     Several actions collectively referred to as the "Passenger Complaints",
were previously reported in the Company's Annual Report on Form 10-K for the
year ended November 30, 1999 (the "1999 Form 10-K") and its Quarterly Report on
Form 10-Q for the quarter ended February 29, 2000 (the "First Quarter 2000 10-
Q").  The following is the significant subsequent development in such cases.

     In the Florida action, Carnival filed a motion for rehearing and
clarification of the Third District Court of Appeal's reversal of the trial
court's denial of class certification.  That motion was denied on May 31, 2000.
On June 30, 2000, Carnival filed a notice with the Florida Supreme Court
requesting discretionary review of the District Court's decision.

     Several actions collectively referred to as the "Travel Agent Complaints"
were previously reported in the 1999 Form 10-K and the First Quarter 2000 10-Q.
The following is the significant subsequent development in such cases.

     In the Florida action, N.G.L. Travel Associates had appealed the decision
of the circuit court dismissing the action with prejudice.  On May 31, 2000, the
appellate court upheld the dismissal of the action.  On June 14, 2000, N.G.L.
Travel Associates filed a motion for rehearing of the appellate court's
decision.

     The Company previously reported in the First Quarter 2000 10-Q that several
complaints were filed against the Company and four of its officers on behalf of
a purported class of purchasers of Common Stock of the Company, claiming that
statements made by the Company in public filings violate federal securities
laws. On March 27, 2000 and April 27, 2000, three additional substantially
identical complaints were filed against the Company and certain of its officers
in the United States District Court for the Southern District of Florida by
Howard Lean, Arthur Earle and the International Brotherhood of Electrical
Workers, Local 98 Pension Fund, respectively, on behalf of themselves and a
purported class action of persons who purchased Common Stock of the Company
during the same class period as the previously reported actions. These
complaints will be collectively referred to as the "Stock Purchaser Complaints".
The following are significant subsequent developments in such cases.

     On April 28, 2000, certain of the plaintiffs filed a motion seeking their
appointment as lead plaintiffs and for appointment of lead counsel for all the
plaintiffs.  The Company responded to this motion to preserve its defenses to
any future motion for class certification. After the court appoints lead
plaintiffs and lead counsel, the plaintiffs will have sixty days to file a
consolidated amended complaint.

     On December 17, 1998, a complaint was filed against Carnival in the U.S.
District Court for the Southern District of Florida by Access Now, Inc. and
Edward S. Resnick, alleging Carnival violated the Americans with Disabilities
Act by failing to make certain of its cruise ships accessible to individuals
with disabilities (the "ADA Complaint").  The plaintiffs seek injunctive relief
and fees and costs.  By order of the court dated March 17, 1999, the proceeding
was stayed, with the court retaining jurisdiction while settlement negotiations
are ongoing.

     Carnival's potential liability for accessibility issues under the ADA may
also be impacted by the June 22, 2000 decision of a three-judge panel of the
United States Court of Appeals for the 11th Circuit in Stevens v. Premier
Cruises, Inc.  There the court held that vessels flying under a foreign flag
were subject to the accessibility requirements of the ADA.  Prior to the
decision, one of the defenses available to Carnival in defending the ADA
Complaint was that the statute was inapplicable to foreign flag ships.  The
Stevens decision, which eliminates that defense, is now the applicable law in
the 11th Circuit, which includes Florida, Georgia and Alabama.  The decision is
subject to a motion by the defendant for a rehearing by the entire 11th Circuit,
or a request for review may be filed with the U.S. Supreme Court.


 Item 4.  Submission of Matters to a Vote of Security Holders.

     The annual meeting of shareholders of the Company was held on April 10,
2000 (the Annual Meeting).  Holders of Common Stock were entitled to elect
sixteen directors at such annual meeting.  On all matters which came before the
Annual Meeting, holders of Common Stock were entitled to one vote for each share
held.  Proxies for 556,408,376 of the 617,254,814 shares of Common Stock
entitled to vote were received in connection with the Annual Meeting.

     The following table sets forth the names of the sixteen persons elected at
the Annual Meeting to serve as directors until the next annual meeting of
shareholders of the Company and the number of votes cast for, against or
withheld with respect to each person.

NAME OF DIRECTOR                        FOR          AGAINST        WITHHELD
Micky Arison                        543,542,946        -0-         12,865,430
Shari Arison                        546,079,105        -0-         10,329,271
Maks L. Birnbach                    547,171,153        -0-          9,237,223
Atle Brynestad                      547,609,920        -0-          8,798,456
Richard G. Capen, Jr.               544,727,032        -0-         11,681,344
David Crossland                     541,578,617        -0-         14,829,759
Robert H. Dickinson                 546,259,574        -0-         10,148,802
James M. Dubin                      546,606,928        -0-          9,801,448
Howard S. Frank                     546,255,618        -0-         10,152,758
A. Kirk Lanterman                   546,254,353        -0-         10,154,023
Modesto A. Maidique                 547,057,141        -0-          9,351,235
William S. Ruben                    547,573,620        -0-          8,834,756
Stuart Subotnick                    547,602,948        -0-          8,805,428
Sherwood M. Weiser                  522,831,696        -0-         33,576,680
Meshulam Zonis                      546,242,923        -0-         10,165,453
Uzi Zucker                          543,580,058        -0-         12,828,318

     The following table sets forth certain additional matters which were
submitted to the shareholders for approval at the Annual Meeting and the
tabulation of the votes with respect to each such matter.

                                                                       BROKER
MATTER                             FOR         AGAINST    WITHHELD    NONVOTES

Approval of an amendment
to the Company's Second Amended
and Restated Articles of
Incorporation to prohibit any
person, other than certain
existing holders, from acquiring
or holding shares that would give
such person in the aggregate more
than 4.9% of the value of the
shares of Common Stock of the
Company:                       489,433,040   35,646,196  7,825,712   23,503,428

Approval of Pricewaterhouse-
Coopers LLP as independent
certified public accountants
for the Company for the fiscal
year ending November 30, 2000: 553,174,593      995,543  2,238,240      -0-


Item 5.  Other Information.

(a) Forward-Looking Statements

     Certain statements in this Form 10-Q and in the future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases, and in oral statements and presentations made by or with the approval
of an authorized executive officer of the Company constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results,
performances or achievements of the Company to be materially different from any
future results, performances or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions which may impact levels of disposable
income of consumers and pricing and passenger yields for the Company's cruise
products; consumer demand for cruises, including the effects on consumer demand
of armed conflicts, political instability or adverse media publicity; increases
in cruise industry capacity; changes in tax laws and regulations; the ability of
the Company to implement its shipbuilding program and to expand its business
outside the North American market where it has less experience; changes in food
and fuel commodity prices; delivery of new vessels on schedule and at the
contracted price; weather patterns; unscheduled ship repairs and drydocking;
incidents involving cruise vessels at sea; changes in foreign currency prices
which may impact the income or loss from certain affiliated operations and
certain cruise related revenues and expenses; and changes in laws and
regulations applicable to the Company.


ITEM 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

     3.1  Certificate of Amendment of Articles of Incorporation of Carnival
          Corporation.
      12  Ratio of Earnings to Fixed Charges.
      27  Financial Data Schedule (for SEC use only).


(b) Reports on Form 8-K

      None

                                    SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       CARNIVAL CORPORATION



Date: July 14, 2000                    BY/s/ Howard S. Frank
                                          Howard S. Frank
                                          Vice Chairman of the Board of
                                          Directors and Chief
                                          Operating Officer


Date: July 14, 2000                    BY/s/ Gerald R. Cahill
                                          Gerald R. Cahill
                                          Senior Vice President-Finance
                                          and Chief Financial and
                                          Accounting Officer



EXHIBIT 3.1

            CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
                              CARNIVAL CORPORATION

      We  the  undersigned  M.  MICKY ARISON and ARNALDO  PEREZ,  President  and
Secretary,  respectively, of CARNIVAL CORPORATION, a corporation  organized  and
existing  in  accordance  with the laws of the Republic  of  Panama,  do  hereby
certify that the Articles of Incorporation of said corporation have been amended
as follows:

      1. Articles Fourth through Thirteenth of the Corporation's Second Amended
and Restated Articles of Incorporation, as the same may be amended from time  to
time   (the  "Articles"),  are  hereby  renumbered  as  Articles  Sixth  through
Fifteenth.

      2.  The following two articles shall be added as the new Articles Fourth
and Fifth:

      Article 4. Restrictions on Transfer.

      (a)  Definitions. For purposes of these Articles 4 and 5, the following
terms shall have the following meanings:

     "Amendment Date" shall mean the date that Articles 4 and 5 are adopted in a
Certificate of Amendment that is properly filed.

            "Beneficial Ownership" shall mean ownership of Shares by a Person
who would be treated as an owner of such Shares directly, indirectly or
constructively through the application of Section 267(b) of the Code, as
modified in any way by Section 883 of the Code and the regulations promulgated
thereunder.  The terms "Beneficial Owner", "Beneficially Owns" and "Beneficially
Owned" shall have correlative meanings.

      "Charitable  Beneficiary"  shall mean the  organization  or  organizations
described in Section 170(c)(2) and 501(c)(3) of the Code selected by the  Excess
Share Trustee.

      "Code"  shall  mean the United States Internal Revenue Code  of  1986,  as
amended from time to time.

      "Excess  Shares"  shall mean Shares resulting from an event  described  in
Section 4(c) hereof.

      "Excess  Share Trust" shall mean the trust created pursuant to  Article  5
hereof.

      "Excess Share Trustee" shall mean a Person, who shall be unaffiliated with
the  Corporation,  any Purported Beneficial Transferee and any Purported  Record
Transferee,  appointed by the Board of Directors as the trustee  of  the  Excess
Shares Trust.

      "Existing Holders" shall mean (i) any member of the group of Persons  that
jointly filed the Third Amended and Restated Schedule 13D with the United States
Securities  and  Exchange Commission on November 22, 1999 with  respect  to  the
beneficial  ownership  of  shares  of  Common  Stock;  and  (ii)  any  Permitted
Transferee.

     "Market Price" of any class of Shares on any date shall mean the average of
the Closing Price for the five (5) consecutive trading days ending on such date,
or  if  such  date  is  not  a trading date, the five consecutive  trading  days
preceding  such date.  The "Closing Price" on any date shall mean (i)  the  last
sale  price, regular way, or, in case no such sale takes place on such day,  the
average  of  the  closing bid and asked prices, regular way, in either  case  as
reported  in  the principal consolidated transaction reporting system  on  which
such  class  of Shares are listed or admitted to trading on the New  York  Stock
Exchange,  or (ii) if such class of Shares are listed or admitted to trading  on
the  New  York  Stock  Exchange,  as  reported  in  the  principal  consolidated
transaction reporting system with respect to securities listed on the  principal
national  securities  exchange  on which such class  of  Shares  are  listed  or
admitted to trading, or (iii) if such class of Shares are not listed or admitted
to trading on any national securities exchange, the last quoted price, or if not
so  quoted,  the average of the high bid and low asked prices in  the  over-the-
counter  market, as reported by the National Association of Securities  Dealers,
Inc.  Automated  Quotation System or, if such system is no longer  in  use,  the
principal other automated quotations system that may then be in use, or (iv)  if
such class of Shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker  making
a market in such class of Shares selected by the Board of Directors.

     "Ownership Limit" shall mean, in the case of a Person other than an
Existing Holder  (as  defined below), Beneficial Ownership of more than  four
and  nine-tenths  percent (4.9%), by value, vote or number, of the Shares.
The  Ownership Limit shall not apply to any Existing Holder.

      "Permitted  Transfer" shall mean a Transfer by an Existing Holder  to  any
Person  which  does  not  result in the Corporation losing  its  exemption  from
taxation on gross income derived from the international operation of a  ship  or
ships  within  the meaning of Section 883 of the Code.  Any such  transferee  is
herein referred to as a "Permitted Transferee."

     "Person" shall mean a person as defined by Section 7701(a) of the Code.

      "Purported Beneficial Holder" shall mean, with respect to any event (other
than  a  purported  Transfer, but including holding  Shares  in  excess  of  the
Ownership Limitation on the Amendment Date) which results in Excess Shares,  the
Person  for  whom  the  Purported Record Holder held Shares  that,  pursuant  to
Section 4(c) hereof, became Excess Shares upon the occurrence of such event.

     "Purported Beneficial Transferee" shall mean, with respect to any purported
Transfer which results in Excess Shares, the purported beneficial transferee for
whom the Purported Record Transferee would have acquired Shares if such Transfer
had been valid under Section 4(b) hereof.

     "Purported Record Holder" shall mean, with respect to any event (other than
a  purported  Transfer, but including holding Shares in excess of the  Ownership
Limitation  on  the Amendment Date) which results in Excess Shares,  the  record
holder of the Shares that, pursuant to Section 4(c) hereof, became Excess Shares
upon the occurrence of such event.

      "Purported  Record Transferee" shall mean, with respect to  any  purported
Transfer which results in Excess Shares, the record holder of the Shares if such
Transfer had been valid under Section 4(b) hereof.

     "Restriction Termination Date" shall mean such date as may be determined by
the  Board of Directors in its sole discretion (and for any reason) as the  date
on  which the ownership and transfer restrictions set forth in Articles 4 and  5
should cease to apply.

      "Shares"  shall  mean shares of the Corporation as may be  authorized  and
issued from time to time pursuant to Article 3.

      "Transfer"  shall  mean  any sale, transfer, gift, hypothecation,  pledge,
assignment, devise or other disposition of Shares (including (i) the granting of
any  option or interest similar to an option (including an option to acquire  an
option  or  any series of such options) or entering into any agreement  for  the
sale,  transfer  or  other  disposition of Shares or (ii)  the  sale,  transfer,
assignment or other disposition of any securities or rights convertible into  or
exchangeable for Shares), whether voluntary or involuntary, whether  of  record,
constructively  or  beneficially and whether by operation of law  or  otherwise.
For purposes of this definition, whether securities or rights are convertible or
exchangeable  for Shares shall be determined in accordance with Sections  267(b)
and 883 of the Code.

     (b) Restrictions of Transfers and Other Events.

     Except as provided in Section 4(i) hereof, from the Amendment Date until
the Restriction  Termination  Date: (1) no Person (other than  an  Existing
Holder) shall Beneficially Own Shares in excess of the Ownership Limit; (2)
any Transfer that,  if effective, would result in any Person (other than an
Existing  Holder) Beneficially  Owning Shares in excess of the Ownership
Limit shall  be  void  ab initio  as  to  the Transfer of that number of
Shares which would  be  otherwise Beneficially  Owned  by  such Person in
excess of the Ownership  Limit  and  the intended  transferee shall acquire
no rights in such Shares  in  excess  of  the Ownership Limit; and (3) any
Transfer of Shares that, if effective, would result in the Corporation being
"closely held" within the meaning of Section 883 of the Code  and the
regulations promulgated thereunder shall be void ab initio  as  to the
Transfer of that number of Shares which would cause the Corporation  to  be
"closely held" within the meaning of Section 883 of the Code and the regulations
promulgated  thereunder and the intended transferee shall acquire no  rights  in
such Shares.

     (c) Excess Shares.

        (1) If, notwithstanding the other provisions contained in these
Articles, at  any  time  from  the Amendment Date until the Restriction
Termination  Date, there is a purported Transfer or other event such that any
Person (other than an Existing Holder) would Beneficially Own Shares in
excess of the Ownership Limit, then,  except  as otherwise provided in
Section 4(i) hereof, such  Shares  which would  be  in  excess of the
Ownership Limit (rounded up to  the  nearest  whole
share),   shall   automatically  be  designated  as   Excess   Shares   (without
reclassification),  as  further  described  in  Section  4(c)(3)  hereof.    The
designation of such Shares as Excess Shares shall be effective as of  the  close
of  business  on  the business day prior to the date of the  Transfer  or  other
event.   If,  after designation of such Shares owned directly  by  a  Person  as
Excess  Shares,  such  Person  still owns Shares in  excess  of  the  applicable
Ownership  Limit,  Shares  Beneficially Owned by such Person  constructively  in
excess  of  the Ownership Limit shall be designated as Excess Shares until  such
Person  does not own Shares in excess of the applicable Ownership Limit.   Where
such  Person  owns  Shares constructively through one or more  Persons  and  the
Shares  held  by  such other Persons must be designated as  Excess  Shares,  the
designation of Shares held by such other Persons as Excess Shares shall  be  pro
rata.

        (2) If, notwithstanding the other provisions contained in these
Articles, at  any  time  from  the Amendment Date until the Restriction
Termination  Date, there  is  a purported Transfer or other event which, if
effective, would  cause the  Corporation to become "closely held" within the
meaning of Section  883  of the  Code  and  regulations promulgated there-
under, then,  except  as  otherwise provided  in  Section  4(i) hereof, the
Shares being Transferred  or  which  are otherwise  affected by such event
and which, in either case, would  cause,  when taken  together  with  all
other Shares, the Corporation to  be  "closely  held"
within  the  meaning of Section 883 of the Code and the regulations  promulgated
thereunder  (rounded  up  to  the nearest whole share)  shall  automatically  be
designated as Excess Shares (without reclassification).  The designation of such
Shares  as Excess Shares shall be effective as of the close of business  on  the
business  day  prior  to  the date of the Transfer or other  event.   If,  after
designation  of  such Shares owned directly by a Person as Excess  Shares,  such
Person  still  owns Shares in excess of the applicable Ownership  Limit,  Shares
Beneficially  Owned  by such Person constructively in excess  of  the  Ownership
Limit shall be designated as Excess Shares until such Person does not own Shares
in  excess  of  the applicable Ownership Limit.  Where such Person  owns  Shares
constructively  through one or more Persons and the Shares held  by  such  other
Persons  must be designated as Excess Shares, the designation of Shares held  by
such other Persons as Excess Shares shall be pro rata.

     (d) Remedies for Breach.

     If the Board of Directors or their designees shall at any time determine in
good faith that a purported Transfer or other event has taken place in violation
of  Section 4(b) hereof or that a Person intends to acquire or has attempted  to
acquire  Beneficial Ownership of any Shares in violation of Section 4(b) hereof,
the  Board  of  Directors or their designees may take such action as  they  deem
advisable  to  refuse  to give effect to or to prevent such  Transfer  or  other
event,  including, but not limited to, refusing to give effect to such  Transfer
or  other  event  on the books of the Corporation or instituting proceedings  to
enjoin such Transfer or other event or transaction; provided, however, that  any
Transfers  or  attempted  Transfers (or, in the case  of  events  other  than  a
Transfer,  Beneficial Ownership) in violation of Section 4(b)  hereof  shall  be
void  ab  initio  and  automatically result in  the  designation  and  treatment
described in Section 4(c) hereof, irrespective of any action (or non-action)  by
the Board of Directors or their designees.

     (e) Notice of Restricted Transfer.

      Any  Person  who  acquires or attempts to acquire Shares in  violation  of
Section  4(b)  hereof,  or any Person who is a purported  transferee  such  that
Excess  Shares result under Section 4(c) hereof, shall immediately give  written
notice  to  the Corporation of such Transfer, attempted Transfer or other  event
and  shall  provide to the Corporation such other information as the Corporation
may  request  in  order to determine the effect, if any,  of  such  Transfer  or
attempted Transfer or other event on the Corporation's status as qualifying  for
exemption  from taxation on gross income from the international operation  of  a
ship or ships within the meaning of Section 883 of the Code.

     (f) Owners Required to Provide Information.

     After the Amendment Date and prior to the Restriction Termination Date: (1)
Every  Beneficial Owner of three percent (3%) or more, by vote, value or number,
or such lower percentages as required pursuant to regulations under the Code, of
the  outstanding Shares shall promptly after becoming such a three percent  (3%)
Beneficial  Owner, give written notice to the Corporation stating the  name  and
address  of  such  Beneficial  Owner, the general ownership  structure  of  such
Beneficial  Owner,  the  number of shares of each class of  Shares  Beneficially
Owned, and a description of how such Shares are held.  (2) Each Person who is  a
Beneficial Owner of Shares and each Person (including the shareholder of record)
who  is  holding Shares for a Beneficial Owner shall provide on  demand  to  the
Corporation such information as the Corporation may request from time to time in
order  to  determine the Corporation's status as exempt from taxation  on  gross
income from the international operation of a ship or ships within the meaning of
Section 883 of the Code and to ensure compliance with the Ownership Limit.

     (g) Remedies Not Limited.

      Subject to Section 4(l) hereof, nothing contained in these Articles  shall
limit the authority of the Board of Directors to take such other action as  they
deem  necessary  or  advisable  to protect the interests  of  the  Corporation's
shareholders by preservation of the Corporation's status as exempt from taxation
on  gross income from the international operation of a ship or ships within  the
meaning  of Section 883 of the Code and to ensure compliance with the  Ownership
Limit.

     (h) Ambiguity.

      In the case of an ambiguity in the application of any of the provisions of
these  Articles, including any definition contained in Section 4(a) hereof,  the
Board  of  Directors  shall have the power to determine the application  of  the
provisions  of these Articles with respect to any situation based on  the  facts
known to them.

     (i) Exception.

      The  Board of Directors upon receipt of a ruling from the Internal Revenue
Service  or  an opinion of tax counsel, satisfactory to them in their  sole  and
absolute discretion, in each case to the effect that the Corporation's status as
exempt from taxation on gross income from the international operation of a  ship
or  ships within the meaning of Section 883 of the Code will not be jeopardized,
may  exempt  a  Person (or may generally exempt any class of Persons)  from  the
Ownership  Limit  if the Board of Directors, in its sole discretion,  ascertains
that  such  Person's  (or  Persons') Beneficial Ownership  of  Shares  will  not
jeopardize the Corporation's status as exempt from taxation on gross income from
the international operation of a ship or ships within the meaning of Section 883
of the Code.  The Board of Directors may require representation and undertakings
from such Person or Persons as are necessary to make such determination.

     (j) Legend.

      After  the Amendment Date, and prior to the Restriction Termination  Date,
each certificate for the Shares shall bear the following legend:

       The Shares represented by this certificate are subject to restrictions on
transfer.  Unless excepted by the Board of Directors or exempted by the terms of
the  Articles  of  Incorporation  of Carnival Corporation,  no  Person  may  (1)
Beneficially Own Shares in excess of 4.9% of the outstanding Shares,  by  value,
vote  or  number,  determined as provided in the Articles  of  Incorporation  of
Carnival Corporation, and computed with regard to all outstanding Shares and, to
the  extent provided by the Code, all Shares issuable under existing options and
exchange  rights  that have not been exercised; or (2) Beneficially  Own  Shares
which would result in the Corporation being "closely held".  Unless so excepted,
any  acquisition  of  Shares and continued holding of  ownership  constitutes  a
continuous  representation  of compliance with the above  limitations,  and  any
Person  who  attempts  to  Beneficially  Own  Shares  in  excess  of  the  above
limitations  has an affirmative obligation to notify the Corporation immediately
upon  such attempt.  If the restrictions on transfer are violated, the  transfer
will be void ab initio and the Shares represented hereby will be designated  and
treated as Excess Shares that will be held in trust.  Excess Shares may  not  be
transferred  at a profit and may be purchased by the Corporation.  In  addition,
certain Beneficial Owners must give written notice as to certain information  on
demand and on exceeding certain ownership levels.  All terms not defined in this
legend  have the meanings provided in the Articles of Incorporation of  Carnival
Corporation.   The  Corporation  will mail  without  charge  to  any  requesting
shareholder a copy of the Articles of Incorporation, including the express terms
of  each  class  and series of the authorized Shares of the Corporation,  within
five (5) days after receipt of a written request therefor.

     (k) Severability.

     If any provision of Article 4 or 5 or any application of any such provision
is  determined to be invalid by any Panamanian court or United States Federal or
state  court having jurisdiction over the issues, the validity of the  remaining
provisions shall not be affected, and other applications of such provision shall
be  affected  only  to the extent necessary to comply with the determination  of
such court.

     (l) New York Stock Exchange Transactions.

      Nothing in these Articles shall preclude the settlement of any transaction
entered  into through the facilities of the New York Stock Exchange.   The  fact
that the settlement of any transaction occurs shall not negate the effect of any
other provision of these Articles and any transferee in such a transaction shall
be subject to all the provisions and limitations set forth in these Articles.

      Article 5. Excess Shares.

     (a) Ownership In Trust.

         Upon any purported Transfer or other event that results in Excess
Shares pursuant to Section 4(c) hereof, such Excess Shares shall be deemed to
have been transferred  to the Excess Share Trustee, as trustee of the Excess
Share  Trust, for  the  benefit  of the Charitable Beneficiary effective as
of  the  close  of business  on the business day prior to the date of the
Transfer or other  event.  Excess  Shares  so held in trust shall be issued
and outstanding shares of the Corporation.   The Purported Record Transferee
or Purported Record Holder  shall have  no  rights in such Excess Shares.
The Purported Beneficial Transferee  or Purported Beneficial Holder shall
have no rights in such Excess Shares except as provided  in  Section 5(c) or
(e).  The Excess Share Trustee may resign  at  any time  so long as the
Corporation shall have appointed a successor trustee.   The
Excess  Share Trustee shall, from time to time, designate one or more charitable
organization or organizations as the Charitable Beneficiary.

     (b) Dividend Rights.

          Excess Shares shall be entitled to the same dividends determined as if
the designation of Excess Shares had not occurred.  Any dividend or distribution
paid  prior  to  the  discovery by the Corporation that  the  Shares  have  been
designated  as  Excess  Shares shall be repaid to the Excess  Share  Trust  upon
demand.  Any dividend or distribution declared but unpaid shall be paid  to  the
Excess Share Trust.  All dividends received or other income earned by the Excess
Share Trust shall be paid over to the Charitable Beneficiary.

     (c) Rights Upon Liquidation.

          Upon  liquidation, dissolution or winding up of the  Corporation,  the
Purported  Beneficial Transferee or Purported Beneficial Holder  shall  receive,
for  each  Excess  Share,  the  lesser of  (1)  the  amount  per  share  of  any
distribution made upon liquidation, dissolution or winding up or (2) (x) in  the
case  of Excess Shares resulting from a purported Transfer, the price per  share
of  the  Shares in the transaction that created such Excess Shares (or,  in  the
case of the devise, gift or other similar event, the Market Price of such Shares
on  the date of such devise, gift or other similar event) or (y) in the case  of
Excess  Shares  resulting  from an event other than a  purported  Transfer,  the
Market  Price of the Shares on the date of such event.  Any amounts received  in
excess of such amount shall be paid to the Charitable Beneficiary.

      (d) Voting Rights.

      The  Excess Share Trustee shall be entitled to vote the Excess  Shares  on
behalf of the Charitable Beneficiary on any matter.  Subject to Panamanian  law,
any vote cast by a Purported Record Transferee with respect to the Excess Shares
prior  to the discovery by the Corporation that the Excess Shares were  held  in
trust  will  be rescinded ab initio; provided, however, that if the  Corporation
has  already taken irreversible action with respect to a merger, reorganization,
sale  of all or substantially all the assets, dissolution of the Corporation  or
other  action  by  the Corporation, then the vote cast by the  Purported  Record
Transferee  shall  not be rescinded.  The purported owner of the  Excess  Shares
will be deemed to have given an irrevocable proxy to the Excess Share Trustee to
vote the Excess Shares for the benefit of the Charitable Beneficiary.

     Notwithstanding the provisions of these Articles, until the Corporation has
received  notification that Excess Shares have been transferred into  an  Excess
Share Trust, the Corporation shall be entitled to rely on its share transfer and
other  stockholder  records  for  purposes of preparing  lists  of  shareholders
entitled to vote at meetings, determining the validity and authority of  proxies
and otherwise conducting votes of shareholders.

     (e) Restrictions On Transfer; Designation of Excess Share Trust
         Beneficiary.

      Excess Shares shall be transferable only as provided in this Section 5(e).
At  the direction of the Board of the Directors, the Excess Share Trustee  shall
transfer the Excess Shares held in the Excess Share Trust to a Person or Persons
(including, without limitation, the Corporation under Section 5(f) below)  whose
ownership  of  such  Shares shall not violate the Ownership Limit  or  otherwise
cause the Corporation to become "closely held" within the meaning of Section 883
of  the Code within 180 days after the later of (i) the date of the Transfer  or
other  event  which  resulted in Excess Shares and (ii) the date  the  Board  of
Directors  determines in good faith that a Transfer or other event resulting  in
Excess Shares has occurred, if the Corporation does not receive a notice of such
Transfer or other event pursuant to Section 4(e) hereof.  If such a transfer  is
made,   the  interest  of  the  Charitable  Beneficiary  shall  terminate,   the
designation of such Shares as Excess Shares shall thereupon cease and a  payment
shall  be  made  to  the  Purported Beneficial Transferee, Purported  Beneficial
Holder  and/or the Charitable Trustee as described below.  If the Excess  Shares
resulted  from  a purported Transfer, the Purported Beneficial Transferee  shall
receive a payment from the Excess Share Trustee that reflects a price per  share
for  such  Excess Shares equal to the lesser of (A) the price per share received
by  the  Excess  Share  Trustee and (B) (x) the price per share  such  Purported
Beneficial  Transferee  paid  for  the Shares in  the  purported  Transfer  that
resulted in the Excess Shares, or (y) if the Purported Beneficial Transferee did
not  give value for such Excess Shares (through a gift, devise or other  similar
event) a price per share equal to the Market Price of the Shares on the date  of
the purported Transfer that resulted in the Excess Shares.  If the Excess Shares
resulted from an event other than a purported Transfer, the Purported Beneficial
Holder  shall  receive a payment from the Excess Share Trustee that  reflects  a
price  per share of Excess Shares equal to the lesser of (A) the price per share
received  by the Excess Share Trustee and (B) the Market Price of the Shares  on
the date of the event that resulted in Excess Shares.  Prior to any transfer  of
any  interest  in the Excess Share Trust, the Corporation must  have  waived  in
writing  its  purchase  rights, if any, under Section 5(f)  hereof.   Any  funds
received  by  the  Excess Share Trustee in excess of the funds  payable  to  the
Purported Beneficial Holder or the Purported Beneficial Transferor shall be paid
to the Charitable Beneficiary.  The Corporation shall pay the costs and expenses
of the Excess Share Trustee.

      Notwithstanding the foregoing, if the provisions of this Section 5(e)  are
determined to be void or invalid by virtue of any legal decision, statute,  rule
or  regulation, then the Purported Beneficial Transferee or Purported Beneficial
Holder  of  any  shares of Excess Shares may be deemed, at  the  option  of  the
Corporation,  to  have  acted  as  an agent on behalf  of  the  Corporation,  in
acquiring or holding such Excess Shares and to hold such Excess Shares on behalf
of the Corporation.

     (f) Purchase Right in Excess Shares.

      Excess Shares shall be deemed to have been offered for sale by the  Excess
Share  Trustee to the Corporation, or its designee, at a price per Excess  Share
equal  to  (i) in the case of Excess Shares resulting from a purported Transfer,
the  lesser  of  (A) the price per share of the Shares in the  transaction  that
created  such  Excess Shares (or, in the case of devise, gift or  other  similar
event, the Market Price of the Shares on the date of such devise, gift or  other
similar  event),  or (B) the lowest Market Price of the class  of  Shares  which
resulted  in  the  Excess Shares at any time after the  date  such  Shares  were
designated  as  Excess  Shares and prior to the date  the  Corporation,  or  its
designee, accepts such offer or (ii) in the case of Excess Shares resulting from
an  event other than a purported Transfer, the lesser of (A) the Market Price of
the  Shares on the date of such event or (B) the lowest Market Price for  Shares
which  resulted  in  the Excess Shares at any time from the date  of  the  event
resulting  in such Excess Shares and prior to the date the Corporation,  or  its
designee,  accepts such offer.  The Corporation shall have the right  to  accept
such  offer for a period of ninety (90) days after the later of (i) the date  of
the  Transfer or other event which resulted in such Excess Shares and  (ii)  the
date  the  Board of Directors determines in good faith that a Transfer or  other
event  resulting  in  Excess Shares has occurred, if the  Corporation  does  not
receive  a  notice  of  such Transfer or other event pursuant  to  Section  4(e)
hereof.

     (g) Underwritten Offerings.

     The Ownership Limit shall not apply to the acquisition of Shares or rights,
options  or  warrants  for,  or  securities  convertible  into,  Shares  by   an
underwriter  in  a  public offering or placement agent in  a  private  offering,
provided  that  the underwriter makes a timely distribution of  such  Shares  or
rights, options or warrants for, or securities convertible into, Shares.

     (h) Enforcement.

      The  Corporation  is  authorized specifically to  seek  equitable  relief,
including injunctive relief, to enforce the provisions of these Articles.

     (i) Non-Waiver.

     No delay or failure on the part of the Corporation or the Board of
Directors in  exercising any right hereunder shall operate as a waiver of any
right of the Corporation or the Board of Directors, as the case may be,
except to the  extent specifically waived in writing.

     (j) No Trust Business.

      Notwithstanding anything to the contrary included in these  Articles,  the
creation  and continued existence of the Excess Share Trust may not be  regarded
as  constituting the exercise by the Excess Share Trustee of trust  business  in
Panama in violation of the trust laws of Panama."

Signed in Miami Florida, on the 18th day of the month of April 2000.



BY /s/ M. MICKY ARISON                   BY /S/ ARNALDO PEREZ
  M. MICKY ARISON                              ARNALDO PEREZ
President                    Secretary



                            C E R T I F I C A T I O N
                              CARNIVAL CORPORATION

      We,  the  undersigned, M. MICKY ARISON and ARNALDO  PEREZ,  President  and
Secretary,  respectively, of CARNIVAL CORPORATION hereby certify  that  we  have
been  duly authorized to execute the foregoing Certificate of Amendment  of  the
Articles  of  CARNIVAL CORPORATION by resolution adopted by the holders  or  the
proxies  of the majority of the issued and outstanding shares with the right  to
vote  at  a shareholders meeting duly held at Miami, Florida, on the 10th  April
2000,  pursuant to notice, and we further certify that ARIAS, FABREGA &  FABREGA
have  been  authorized  and  directed to have a  copy  of  this  Certificate  of
Amendment  protocolized by a Notary Public and to take all actions necessary  in
order  to  record at the Office of the Public Registry of Panama a copy  of  the
Public Instrument that protocolizes this Certificate of Amendment.

     Signed in Miami, Florida, on the 18th day of the month of April, 2000.



BY /s/ M. MICKY ARISON                   BY /S/ ARNALDO PEREZ
  M. MICKY ARISON                              ARNALDO PEREZ
President                                Secretary


EXHIBIT 12

                                CARNIVAL CORPORATION
                         RATIO OF EARNINGS TO FIXED CHARGES
                           (in thousands, except ratios)



                                            Six Months Ended May 31,
                                             2000             1999
                                                      
Net income                                 $375,473         $361,103
Income tax benefit                           (7,291)          (7,645)
Income before income tax benefit            368,182          353,458

Adjustment to Earnings:
  Minority interest                                            1,642
  Dividends received less loss
    from affiliate operations, net           19,019           19,017
Earnings as adjusted                        387,201          374,117

Fixed Charges:
  Interest expense, net                      15,460           26,880
  Interest portion of rent expense(1)         1,672            1,683
  Capitalized interest                       21,532           19,915

Total fixed charges                          38,664           48,478

Fixed charges not affecting earnings:
  Capitalized interest                      (21,532)         (19,915)

Earnings before fixed charges              $404,333         $402,680
Ratio of earnings to fixed charges             10.5x             8.3x


(1) Represents one-third of rent expense, which management believes
to be representative of the interest portion of rent expense.


  

5 1000 6-MOS NOV-30-2000 MAY-31-2000 295,567 4,584 96,718 0 94,691 622,437 8,045,515 1,371,400 8,342,174 1,564,296 871,048 6,174 0 0 5,809,421 8,342,174 0 1,700,005 0 962,561 0 0 15,460 368,182 7,291 375,473 0 0 0 375,473 0.61 0.61