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                              FORM 8-A AMENDMENT
                                      
                                      
                       SECURITIES & EXCHANGE COMMISSION
                               Washington, D.C.


              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                             CARNIVAL CORPORATION

            (Exact Name of registrant as specified in its charter)


REPUBLIC OF PANAMA                               59-1562976
(State of Incorporation or organization)         (I.R.S. Employer I.D. No.)

              3655 N.W. 87th AVENUE, MIAMI, FLORIDA  33178-2428
             (Address of Executive Principal Officers) (Zip Code)


If this Form relates to the registration of debt securities and is effective
upon filing pursuant to General Instruction A.(c)(1), please check the
following box [ ].

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ].

      Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                              Name of each Exchange on which
to be so rgistered                               each class is to be registered

6.15% NOTES DUE 2003                             NEW YORK STOCK EXCHANGE
7.7%  NOTES DUE 2004                             NEW YORK STOCK EXCHANGE
7.05% NOTES DUE 2005                             NEW YORK STOCK EXCHANGE
7.2%  DEBENTURES DUE 2023                        NEW YORK STOCK EXCHANGE

      Securities to be registered pursuant to Section 12(g) of the Act:

                                     NONE


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

The material set forth in the section captioned "Description of Notes" in the
Registrant's Prospectus Supplement dated March 4, 1993 to Prospectus dated
March 2, 1993 relating to Registrant's Form S-3 Registration Statement
(Registration No. 33-53136) filed with the Securities and Exchange Commission
on November 5, 1993, is incorporated herein by reference.  The material set
forth in the section captioned "Description of Notes and Debentures" in the
Registrant's Prospectus Supplement dated October 7, 1993 to Prospectus dated
October 7, 1993 relating to Registrant's Form S-3 Registration Statement
(Registration No. 33-53136) filed with the Securities and Exchange Commission
on October 9, 1992, is incorporated herein by reference.  The material set
forth in the section captioned "Description of Notes" in the Registrant's
Prospectus Supplement dated July 18, 1994 to Prospectus dated December 7, 1993
relating to Registrant's Form S-3 Registration Statement (Registration No.
33-50947) filed with the Securities and Exchange Commission on November 5,
1993, is incorporated herein by reference.  The material set forth in the
section captioned "Description of Notes" in the Registrant's Prospectus
Supplement dated May 17, 1995 to Prospectus dated May 17, 1995 relating to
Registrant's Form S-3 Registration Statement (Registration No. 33-50947) filed
with
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the Securities and Exchange Commission on November 5, 1993, is incorporated
herein by reference.
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ITEM 2. EXHIBITS

1.      Form of Amended and Restated Articles of Incorporation of the
        Registrant incorporated herein by reference to Exhibit No. 3.1 to the
        Registrant's registration statement on Form S-1 (File No. 33-14844)
        filed with the Securities and Exchange Commission.

2.      Form of By-Laws of the Registrant incorporated herein by reference to
        Exhibit No. 3.2 to the Registrant's registration statement on Form S-1
        (File No. 33-14844) filed with the Securities and Exchange Commission.

3.      Forms of the Registrant's 5-3/4% Notes due 1998, the Registrant's 6.15%
        Notes due 2003, the 7.7% Notes due 2004, the 7.05% Notes due 2005 and
        the 7.2% Notes due 2023.

4.      Indenture, dated as of March 1, 1993, between Carnival Cruise Lines,
        Inc. and First National Trust Association, as Trustee, relating to the
        5-3/4% Notes due 1998, the 6.15% Notes due 2003, the 7.7% Notes due
        2004, the 7.05% Notes due 2005, and the 7.2% Notes due 2023 is
        incorporated herein by reference from Exhibit 4 to the Registrant's
        Amendment No. 1 to Form S-3 registration statement (File No. 33-53136)
        filed with the Securities and Exchange Commission on March 2, 1993
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                                  SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized, on this 25th day of
August, 1995.

CARNIVAL CORPORATION


By: /s/ Howard S. Frank
   -----------------------------
Its: Vice Chairman and Chief
     Financial Officer