Exhibit 99.1

                             CARNIVAL CORPORATION
            PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
              SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ., 2003

The undersigned shareholders of Carnival Corporation hereby revoke all prior
proxies and appoint Micky Arison and Arnaldo Perez, and each of them, proxies
and attorneys in fact, each with full power of substitution, with all the
powers the undersigned would possess if personally present, to vote all shares
of common stock of Carnival Corporation which the undersigned is entitled to
vote at the special meeting of shareholders to be held on ., 2003 or any
postponement or adjournment of the special meeting.

                               SEE REVERSE SIDE



Please mark your vote as indicated in this example: [X]

A vote "FOR" Proposals 1, 2, 3 and 4 is recommended by the Board of Directors.

1. Approval of the Offer and Implementation Agreement, dated as of January 8,
2003, between Carnival Corporation and P&O Princess Cruises plc, and the
transactions contemplated by that agreement.

Proposals 1 and 2 are conditioned upon each other and neither will be effected
unless both are approved by our shareholders. In addition, neither Proposal 1
nor 2 will be effected unless the DLC transaction is approved by the
shareholders of P&O Princess Cruises plc.

FOR         AGAINST               ABSTAIN

[  ]             [  ]                    [  ]

2. Approval of amendments to Carnival Corporation's Articles of Incorporation
and By-laws (other than amendments covered by Proposals 3 and 4) in connection
with the transactions contemplated by the Offer and Implementation Agreement,
including the issuance of a Certificate of Amendment by the President and
Secretary of Carnival Corporation as required by Panamanian law.

Proposals 1 and 2 are conditioned upon each other and neither will be effected
unless both are approved by our shareholders. In addition, neither Proposal 1
nor 2 will be effected unless the DLC transaction is approved by the
shareholders of P&O Princess Cruises plc.

FOR         AGAINST               ABSTAIN

[  ]             [  ]                    [  ]

3. Approval of an amendment to the Articles of Incorporation of Carnival
Corporation to increase the number of shares of common stock that Carnival
Corporation has the authority to issue by 959,999,998 shares, including the
issuance of a Certificate of Amendment by the President and Secretary of
Carnival Corporation as required by Panamanian law.
FOR         AGAINST               ABSTAIN

[  ]             [  ]                    [  ]
Proposal 3 is conditioned upon the approval of Proposals 1 and 2 by our
shareholders. Proposal 3 will not be effected unless Proposals 1 and 2 are
approved by our shareholders, and the DLC transaction is approved by the
shareholders of P&O Princess Cruises plc.
4. Approval of an amendment to the Articles of Incorporation of Carnival
Corporation to reduce the quorum requirement for meetings of the board of
directors of Carnival Corporation from a majority, to one-third, of the total
number of directors, including the issuance of a Certificate of Amendment by
the President and Secretary of Carnival Corporation as required by Panamanian
law.
FOR         AGAINST               ABSTAIN

[  ]             [  ]                    [  ]



Proposal 4 is conditioned upon the approval of Proposals 1 and 2 by our
shareholders. Proposal 4 will not be effected unless Proposals 1 and 2 are
approved by our shareholders, and the DLC transaction is approved by the
shareholders of P&O Princess Cruises plc.
5. In their discretion, the proxies are authorized to vote upon such other
business as may come before the special meeting, or any adjournment(s) thereof.

I will be attending the special meeting [  ]. Print name below.

--------

PERSONS WHO DO NOT INDICATE ATTENDANCE AT THE SPECIAL MEETING ON THIS PROXY
CARD WILL BE REQUIRED TO PRESENT PROOF OF STOCK OWNERSHIP TO ATTEND.

The shares represented by this Proxy will be voted as specified herein. If not
otherwise specified, such shares will be voted by the proxies FOR Proposals 1
and 2.

                                      Dated: ____________, 2003
                                      Signature ________________________
                                      Signature ________________________
                                      (Please sign exactly as name appears to
                                        the left.)
                                      PLEASE MARK, SIGN, DATE AND RETURN
                                      THE PROXY CARD PROMPTLY USING THE
                                      ENCLOSED ENVELOPE.