AMENDMENT NO. 1                  Exhibit 10.1
                             OF EMPLOYMENT AGREEMENT

      THIS AMENDMENT NO. 1 OF EMPLOYMENT AGREEMENT ("Amendment No. 1") is
entered into as of the 19 day of July 2004, between Peter Ratcliffe
("Executive") and P&O Princess Cruises International, Ltd., a corporation
organized under the laws of the United Kingdom (the "Company").

                                 R E C I T A L S

      WHEREAS, Employee and the Company executed an Employment Agreement dated
as of April 17, 2003 (the "Agreement");

      WHEREAS, the parties desire to memorialize a change to the definition of
"Covered Operations" set forth in Section 2 of the Agreement; and

      WHEREAS, the parties desire to clarify the manner in which an allocation
of corporate interest expense will adjust the net income calculation for
determining the Bonus as set forth in Section 3.2 of the Agreement.

      NOW, THEREFORE, in consideration of the foregoing recitals and with the
terms, covenants and conditions of this Amendment No. 1, Executive and the
Company agree as follows:

1.    Capitalized terms used but not otherwise defined herein shall have the
      meanings ascribed to such terms in the Agreement.

2.    The Agreement shall be amended as follows:

      a)    The third sentence of Section 2 shall be amended in its entirety to
            read as follows:

            "The "Covered Operations" are the operations engaged in by the
            Cunard Line, Ocean Village, P&O Cruises, P&O Cruises (Australia),
            P&O Travel, Princess Cruises, Princess Tours, Seabourn Cruise Line
            and Swan Hellenic units; provided that Seabourn Cruise Line will no
            longer be included among the Covered Operations beginning December
            1, 2004; provided further that the Parties hereby agree that the
            Board has the authority to add to or take away from the Covered
            Operations those operations as it sees fit, subject to Executive's
            right to resign for "Good Reason" (as defined in Paragraph 12.5) if
            the removal of operations from the Covered Operations constitutes
            Good Reason under Paragraph 12.5."

      b)    The third sentence of Section 3.2 shall be amended in its entirety
            to read as follows:

            "The Company will make reasonable adjustments to net income from
            Covered Operations to take into account (1) any changes to the
            accounting practices and policies of the Company after April 17,
            2003, other than as a result of the Dual Listed Combination, (2)
            costs associated with the Dual Listed Combination, and (3) the
            Allocated Corporate Interest Expense (defined below).

            For purposes of this Section 3.2, the following terms are defined as
            follows:



            "Allocated Corporate Interest Expense" means Tangible Net Assets
            multiplied by the Fixed Rate Factor.

            "Average Tangible Assets" means the sum of the Tangible Assets as at
            the end of each month of the fiscal year, commencing with the
            opening month's balance, divided by 13.

            "Fixed Rate Factor" is 2.161% (being the rate for the 2003 fiscal
            year), adjusted upward or downward for the percentage change in the
            Dual Listed Companies weighted average consolidated borrowing rate
            for each fiscal year compared to the prior fiscal year. The Dual
            Listed Companies weighted average consolidated borrowing rate for
            2003 was 3.9%.

            "Intangible Assets" means goodwill and trademarks of the Covered
            Operations.

            "Tangible Assets" means the total assets of the Covered Operations
            less Intangible Assets.

            "Tangible Net Assets" means the Average Tangible Assets less current
            liabilities, excluding current debt of the Covered Operations."

3.    This Amendment No. 1, together with the Agreement, is the sole agreement
      between the parties relating to the subject matter hereof and supersedes
      all prior understandings, writings, proposals, representations or
      communications, oral or written, of either party.

4.    This Amendment No. 1 shall be binding upon and inure to the benefit of the
      parties hereto and their respective successors and permitted transferees
      and assigns.

5.    This Amendment No. 1 shall be governed by, and construed in accordance
      with, the internal laws of the State of Florida, without regard to
      principles of conflicts of law.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.

                                        P&O PRINCESS CRUISES INTERNATIONAL, LTD.


                                        By: /s/ Howard S. Frank
                                            ------------------------------------
                                        Print Name: Howard S. Frank
                                                   -----------------------------
                                        Title: Director
                                              ----------------------------------

                                        EXECUTIVE


                                        By: /s/ Peter Ratcliffe
                                            ------------------------------------
                                                Peter Ratcliffe


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