March 28, 2005


Via Facsimile (212) 492-0052 and U.S. Mail

John C. Kennedy
Lawrence G. Wee
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

RE:	Carnival Corporation
      Schedule TO-I filed March 18, 2005
	Schedule TO-I/A filed March 18, 2005
SEC File No. 5-39580

Dear Messrs. Kennedy and Wee:

The staff in the Office of Mergers and Acquisitions in the
Division
of Corporation Finance has reviewed the filings listed above. Our
comments follow. All defined terms in this letter have the same
meaning as in your offer materials.

Schedule TO-I

Rights of Withdrawal, page 8
1. Disclose that tendering security holders may withdraw tendered
notes if not yet accepted for payment by the fortieth business day
from the date this offer commenced. See Rule 13e-4(f)(2)(ii).
Additional Information, page 12
2. Schedule TO does not permit "forward" incorporation by
reference
of reports filed with the Commission subsequent to the date of the
Company Notice. To the extent that any such reports are filed that
you wish to incorporate by reference into the offer materials, you
must amend the Schedule TO to specifically list and incorporate
each
relevant report. Please revise the language to the contrary in the
third bullet point on page 12.


Closing Comments

Please revise your filings in response to these comments.  You may
wish to provide us with marked copies of the amendment(s), if
required, to expedite our review.  Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.

Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.  We
believe
that given the nature of these comments, it may be appropriate to
disseminate revised materials to shareholders. Please ensure that
the
Offer remains
open for an adequate period of time after dissemination of amended
materials, such that shareholders have a meaningful opportunity to
consider it.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
filing persons are in possession of all facts relating to the
disclosure documents, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the Company acknowledging that:

* The Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws
	of the United States.

If you have questions or concerns, please do not hesitate to
contact
me at (202) 942-1773.


							Very truly yours,


							Christina Chalk
							Special Counsel
							Office of Mergers &
Acquisitions
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John C. Kennedy, Esq.
Lawrence G. Wee, Esq.
March 28, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE