8-K

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) March 16, 2007

       Carnival Corporation                            Carnival plc
    (Exact name of registrant                   (Exact name of registrant
     as specified in its charter)              as specified in its charter)

        Republic of Panama                          England and Wales
   (State or other jurisdiction               (State or other jurisdiction
         of incorporation)                          of incorporation)

             1-9610                                      1-15136
      (Commission File Number)                   (Commission File Number)

            59-1562976                                 98-0357772
         (I.R.S. Employer                           (I.R.S. Employer
        Identification No.)                         Identification No.)

    3655 N.W. 87th Avenue                Carnival House, 5 Gainsford Street,
 Miami, Florida  33178-2428                London SE1 2NE, United Kingdom
  (Address of principal                        (Address of principal
      executive offices)                           executive offices)
           (Zip Code)                                  (Zip Code)

        (305) 599-2600                             011 44 20 7940 5381
  (Registrant's telephone number,           (Registrant's telephone number,
       including area code)                      including area code)

            None                                         None
(Former name or former address,             (Former name or former address,
 if changed since last report.)               if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))



Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

      On March  16,  2007  Carnival  Corporation  & plc  issued a press  release
entitled "Carnival  Corporation & plc Reports First Quarter Earnings." A copy of
this press release is furnished as Exhibit 99.1 to this report. This information
shall not be  deemed  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934, as amended,  and is not incorporated by reference into any
filing of either  Carnival  Corporation or Carnival plc,  whether made before or
after the date of this report,  regardless of any general incorporation language
in the filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

      (d)   Exhibits

            Exhibit 99.1 Press release, dated March 16, 2007 (furnished pursuant
            to Item 2.02).



SIGNATURES

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

CARNIVAL CORPORATION                       CARNIVAL PLC


By: /s/Gerald R. Cahill                    By: /s/Gerald R. Cahill
   --------------------                        -------------------
Name:  Gerald R. Cahill                    Name:  Gerald R. Cahill
Title: Executive Vice President            Title: Executive Vice President
and Chief Financial and                    and Chief Financial and
Accounting Officer                         Accounting Officer

Date: March 16, 2007                       Date: March 16, 2007

EX-99.1

                                                                    Exhibit 99.1

            CARNIVAL CORPORATION & PLC REPORTS FIRST QUARTER EARNINGS

      MIAMI (March 16, 2007) - Carnival Corporation & plc (NYSE/LSE:  CCL; NYSE:
CUK) reported net income of $283  million,  or $0.35 diluted EPS, on revenues of
$2.69 billion for its first quarter ended  February 28, 2007. Net income for the
first  quarter of 2006 was $251  million,  or $0.31  diluted EPS, on revenues of
$2.46 billion.

      First quarter  revenues  increased by 9.1 percent  driven by a 7.4 percent
increase in cruise  capacity and a 1.7 percent  increase in gross cruise revenue
yields (revenue per available lower berth day). Net revenue yields for the first
quarter of 2007 increased 0.3 percent compared to the prior year.  Adjusting for
the effect of  movement  in  currency  exchange  rates,  net  revenue  yields as
measured on a local  currency  basis  ("constant  dollar  basis")  decreased 2.1
percent compared to the same period last year.

      Net cruise  costs per  available  lower berth day  ("ALBD")  for the first
quarter of 2007 increased 1.3 percent compared to costs for the same period last
year.  On a constant  dollar  basis,  net cruise  costs per ALBD  decreased  1.3
percent from the same period last year.  Gross  cruise costs per ALBD  increased
2.9 percent compared to the prior year.

      Carnival  Corporation  & plc Chairman and CEO Micky Arison noted the first
quarter  continued the trend seen in recent  quarters of strong growth in cruise
revenue  yields from the company's  European  cruise brands  offsetting  pricing
weakness in the Caribbean.

      "The  Caribbean  remains the world's top cruising  region,  with excellent
year-round weather,  beautiful beaches, great shopping and a welcome hospitality
- - all within  easy reach of  millions  of North  American  vacationers,"  Arison
noted. "Despite a soft pricing environment in this segment, we'll carry a record
number of guests to the Caribbean this year," he added.

      Arison further noted,  "Booking trends for the Caribbean over the past few
weeks indicate that consumers are  recognizing the  extraordinary  value of warm
water cruises." In mid-February,  the company  indicated that bookings since the
beginning of January through February 4 were up over last year but less than its
2007  capacity  increase.  Since that time,  the company has noted a significant
increase in booking volumes over the prior year with the increase well above the
2007  capacity  increase,   especially  for  Carnival  Cruise  Lines'  Caribbean
programs, although pricing is below last year's levels.

Outlook for 2007

      On a cumulative basis,  occupancy on a capacity adjusted basis for advance
bookings  taken for the last nine months of 2007 is slightly ahead of last year.
Pricing on a  cumulative  basis is down  slightly  compared to last year (down 2
percent in constant dollars).

      Based on current internal  forecasts,  the company continues to expect net
revenue yields for full year 2007 to be flat to up slightly (down 1 to 2 percent
on a constant dollar basis), compared to last year. Net cruise costs per



ALBD for 2007 are  expected to be flat to up slightly  (down 1 to 2 percent on a
constant  dollar basis),  compared to 2006. The company's cost guidance for fuel
is based on the current  forward  curve for the last nine months of 2007 of $318
per metric ton, compared to an average price of $341 per metric ton for the last
nine months of 2006. The company's  guidance is also based on currency  exchange
rates of $1.32 to the euro and  $1.94 to  sterling.  The  company  continues  to
expect earnings in 2007 to be in the range of $2.90 to $3.10 per share, compared
to $2.77 per share in 2006.

      For the second quarter of 2007, the company  expects net revenue yields to
be down slightly (down approximately 2 to 3 percent on a constant dollar basis),
compared to last year.  Net cruise costs per ALBD in the second  quarter of 2007
are  expected  to be  approximately  the same as 2006  (down 1 to 2 percent on a
constant  dollar  basis).  Based on these  estimates,  the company  expects that
diluted  earnings per share for the second  quarter of 2007 will be in the range
of $0.45 to $0.47,  compared  to $0.46 in the second  quarter of 2006.  The 2007
guidance  includes the impact of the  previously  announced  cancelled  voyages,
which are expected to reduce second quarter earnings by approximately  $0.02 per
share.

      In recent  months  Carnival  has  embarked on a number of  initiatives  to
increase its  presence  globally.  In Spain,  the company has signed a letter of
intent to form a joint venture with Iberojet,  Spain's  largest travel  company,
which is expected to be completed in 2007. The joint  venture,  which will be 75
percent owned by Carnival,  will operate  Iberojet's current fleet of two modern
cruise ships under the Ibero Cruise brand.  The joint venture plans to grow that
fleet over the next several years through the  acquisition  of existing  tonnage
from Carnival Corporation & plc's current fleet.

      The previously announced letter of intent to form a joint venture with TUI
AG, the world's  largest tour  operator,  is expected to close during 2007.  The
proposed  joint  venture will  develop,  market and operate two cruise  brands -
Carnival's  existing  AIDA  Cruises and a new TUI Cruises  brand aimed at a more
mature clientele - both designed for the German-speaking holiday market.

      Also,  the proposed sale of the Windstar  Cruises brand, a unit of Holland
America Line,  to  Ambassadors  International  Inc., is expected to close in the
second  quarter of 2007 for $100  million.  The sale of  Windstar is a strategic
move allowing the company to focus on its core growth brands.

      All of the above noted  transactions are subject to regulatory  approvals,
including approval by competition authorities.

      Carnival has  scheduled a conference  call with analysts at 10:00 a.m. EDT
(14.00 London time) today to discuss its 2007 first quarter earnings.  This call
can be  listened  to live,  and  additional  information  can be  obtained,  via
Carnival   Corporation   &   plc's   Web   site  at   www.carnivalcorp.com   and
www.carnivalplc.com.

      Carnival  Corporation & plc is the largest  cruise  vacation  group in the
world, with a portfolio of cruise brands in North America, Europe and Australia,
comprised of Carnival  Cruise Lines,  Holland  America Line,  Princess  Cruises,
Seabourn Cruise Line,  Windstar  Cruises,  AIDA Cruises,  Costa Cruises,  Cunard
Line, Ocean Village, P&O Cruises and P&O Cruises Australia.



      Together, these brands operate 82 ships totaling 147,000 lower berths with
19 new ships  scheduled  to enter  service  between  April  2007 and June  2011.
Carnival  Corporation  & plc also  operates  Holland  America Tours and Princess
Tours,  the leading tour companies in Alaska and the Canadian  Yukon.  Traded on
both the New York and London Stock Exchanges,  Carnival Corporation & plc is the
only  group  in the  world to be  included  in both the S&P 500 and the FTSE 100
indices.

Cautionary note concerning factors that may affect future results

Some of the statements  contained in this earnings release are  "forward-looking
statements"  that involve risks,  uncertainties  and assumptions with respect to
Carnival Corporation & plc, including some statements concerning future results,
outlook,  plans,  goals and other  events  which  have not yet  occurred.  These
statements are intended to qualify for the safe harbors from liability  provided
by Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange  Act of 1934.  We have tried,  wherever  possible,  to  identify  these
statements   by  using  words  like  "will,"   "may,"   "believes,"   "expects,"
"anticipates,"  "forecast,"  "future,"  "intends,"  "plans," and "estimates" and
similar  expressions.  Because  forward-looking  statements  involve  risks  and
uncertainties,  there are many factors that could cause  Carnival  Corporation &
plc's actual  results,  performance or  achievements  to differ  materially from
those expressed or implied in this earnings release.  Forward-looking statements
include those statements which may impact the forecasting of earnings per share,
net revenue yields, booking levels,  pricing,  occupancy,  operating,  financing
and/or tax costs, fuel costs,  costs per available lower berth day, estimates of
ship depreciable lives and residual values, outlook or business prospects. These
factors  include,  but are not limited to, the following:  general  economic and
business  conditions,   which  may  adversely  impact  the  levels  of  Carnival
Corporation & plc's potential vacationers' discretionary income and this group's
confidence in the U.S.  economy,  and thereby  reduce the net revenue yields for
the cruise  brands;  the  international  political and economic  climate,  armed
conflicts,  terrorist  attacks and threats thereof,  availability of air service
and other world events,  and their impact on the demand for cruises;  accidents,
unusual  weather  conditions  or  natural  disasters,  such  as  hurricanes  and
earthquakes and other incidents  (including  machinery and equipment failures or
improper  operation  thereof) which could cause the alteration of itineraries or
cancellation  of a cruise or series of cruises,  and the impact of the spread of
contagious  diseases,  affecting  the  health,  safety,  security  and  vacation
satisfaction of passengers;  adverse publicity concerning the cruise industry in
general, or Carnival Corporation & plc's in particular,  could impact the demand
for  Carnival  Corporation  &  plc's  cruises;  conditions  in  the  cruise  and
land-based  vacation  industries,  including  competition from other cruise ship
operators  and  providers  of vacation  alternatives  and  increases in capacity
offered by cruise ship and land-based vacation  alternatives;  changing consumer
preferences,  which may,  among other  things,  adversely  impact the demand for
cruises;  changes in and  compliance  with the  environmental,  health,  safety,
security,  tax and other regulatory  regimes under which Carnival  Corporation &
plc operates,  including the implementation of U.S.  regulations  requiring U.S.
citizens  to  obtain  passports  for sea  travel to or from  additional  foreign
destinations;  the impact of changes in operating and financing costs, including
changes in foreign  currency  exchange rates and interest rates and fuel,  food,
insurance, payroll and security costs; the ability of Carnival Corporation & plc
to implement its  shipbuilding  programs and brand strategies and to continue to
expand its business  worldwide;  Carnival  Corporation & plc's future  operating
cash  flow  may  not be  sufficient  to fund  future  obligations  and  Carnival
Corporation & plc may not be able to obtain  financing,  if necessary,  on terms
that are favorable or consistent  with its  expectations;  lack of acceptance of
new itineraries,  products and services by Carnival  Corporation & plc's guests;
Carnival  Corporation & plc's ability to attract and retain qualified  shipboard
crew and maintain good relations with employee unions; the continuing  financial
viability of Carnival  Corporation & plc's travel agent distribution  system and
air service  providers;  Carnival  Corporation & plc's  decisions to self-insure
against  various  risks or  inability  to obtain  insurance  for certain  risks;
disruptions  to Carnival  Corporation  & plc's  software  and other  information
technology  systems;  continued  availability of attractive  port  destinations;
risks  associated  with the DLC structure,  including the uncertainty of its tax
status; risks associated with operating  internationally;  the impact of pending
or  threatened   litigation;   and  Carnival  Corporation  &  plc's  ability  to
successfully implement cost reduction plans.  Forward-looking  statements should
not be relied upon as a prediction of actual results.  Subject to any continuing
obligations  under  applicable  law  or any  relevant  listing  rules,  Carnival
Corporation & plc expressly  disclaims any obligation to disseminate,  after the
date of this  release,  any  updates or  revisions  to any such  forward-looking
statements  to reflect  any change in  expectations  or  events,  conditions  or
circumstances on which any such statements are based.

MEDIA CONTACTS                           INVESTOR RELATIONS CONTACT
US                                       US/UK
Carnival Corporation & plc               Carnival Corporation & plc
Tim Gallagher                            Beth Roberts
1 305 599 2600, ext. 16000               1 305 406 4832

UK
Brunswick Group
Richard Jacques/Sophie Brand
44 (0) 20 7404 5959



                           CARNIVAL CORPORATION & PLC
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                         Three Months Ended February 28,
                                                                         -------------------------------
                                                                             2007              2006(1)
                                                                             ----              ----
                                                                      (in millions, except per share data)
                                                                                       
Revenues
   Cruise
     Passenger tickets                                                     $   2,050         $   1,910
     Onboard and other                                                           626               539
   Other                                                                          12                14
                                                                           ---------         ---------
                                                                               2,688             2,463
                                                                           ---------         ---------
Costs and Expenses
   Operating
     Cruise
        Commissions, transportation and other                                    471               408
        Onboard and other                                                        111                97
        Payroll and related                                                      311               272
        Fuel                                                                     220               214
        Food                                                                     175               152
        Other ship operating                                                     386               357(2)
     Other                                                                        17                16
                                                                           ---------         ---------
     Total                                                                     1,691             1,516
   Selling and administrative                                                    384               366
   Depreciation and amortization                                                 260               232
                                                                           ---------         ---------
                                                                               2,335             2,114
                                                                           ---------         ---------

Operating Income                                                                 353               349
                                                                           ---------         ---------

Nonoperating (Expense) Income
   Interest income                                                                10                 7
   Interest expense, net of capitalized interest                                 (84)              (76)
   Other expense, net                                                                              (15)(3)
                                                                           ---------         ---------
                                                                                 (74)              (84)
                                                                           ---------         ---------

Income Before Income Taxes                                                       279               265

Income Tax Benefit (Expense), Net                                                  4               (14)
                                                                           ---------         ---------

Net Income                                                                 $     283         $     251
                                                                           =========         =========

Earnings Per Share
   Basic                                                                   $    0.36         $    0.31
                                                                           =========         =========
   Diluted                                                                 $    0.35         $    0.31
                                                                           =========         =========

Dividends Per Share                                                        $   0.275         $    0.25
                                                                           =========         =========

Weighted-Average Shares Outstanding - Basic                                      793               809
                                                                           =========         =========
Weighted-Average Shares Outstanding - Diluted                                    829               838
                                                                           =========         =========


(1)   Reclassifications have been made to certain 2006 amounts to conform to the
      current  period  presentation  as a  result  of  adopting  a new  chart of
      accounts in connection with the initial  implementation of a new worldwide
      accounting system.

(2)   Retrospectively  adjusted for the 2006 change in the  company's  method of
      accounting  for  dry-dock  costs  from the  deferral  method to the direct
      expense  method,  which  resulted in a $29 million  increase in other ship
      operating costs.

(3)   Includes a $10 million expense for a non-cruise  investment write-down and
      $5 million for a litigation reserve.



                           CARNIVAL CORPORATION & PLC
                  SELECTED STATISTICAL AND SEGMENT INFORMATION



                                                      Three Months Ended February 28,
                                                      -------------------------------
                                                       2007                     2006
                                                       ----                     ----
                                               (in millions, except statistical information)
                                                                      
STATISTICAL INFORMATION
   Passengers carried (in thousands)                     1,750                     1,523(1)
   Available lower berth days(2)                    12,818,818                11,936,438
   Occupancy percentage                                  104.1%                    104.2%(3)
   Fuel cost per metric ton(4)                    $        301              $        319

SEGMENT INFORMATION
   Revenues
     Cruise                                       $      2,676              $      2,449
     Other                                                  14                        16
     Intersegment elimination                               (2)                       (2)
                                                  ------------              ------------
                                                  $      2,688              $      2,463
                                                  ============              ============
   Operating expenses
     Cruise                                       $      1,674              $      1,500
     Other                                                  19                        18
     Intersegment elimination                               (2)                       (2)
                                                  ------------              ------------
                                                  $      1,691              $      1,516
                                                  ============              ============

   Selling and administrative expenses
     Cruise                                       $        376              $        355
     Other                                                   8                        11
                                                  ------------              ------------
                                                  $        384              $        366
                                                  ============              ============

   Depreciation and amortization                  $        251              $        224
     Cruise                                                  9                         8
                                                  ------------              ------------
     Other                                        $        260              $        232
                                                  ============              ============

   Operating income (loss)
     Cruise                                       $        375              $        370
     Other                                                 (22)                      (21)
                                                  ------------              ------------
                                                  $        353              $        349
                                                  ============              ============


(1)   Passengers  carried in 2006 does not include any  passengers for the three
      ships chartered to the Military Sealift Command ("MSC") in connection with
      the Hurricane Katrina relief efforts.

(2)   Available lower berth days is a standard measure of passenger capacity for
      the period.  It assumes that each cabin we offer for sale accommodates two
      passengers.  ALBDs are  computed  by  multiplying  passenger  capacity  by
      revenue-producing ship operating days in the period.

(3)   Occupancy percentage in 2006 includes the three ships chartered to the MSC
      at 100% occupancy.

(4)   Fuel cost per metric ton is calculated by dividing the cost of our fuel by
      the number of metric tons consumed.



                           CARNIVAL CORPORATION & PLC
                           NON-GAAP FINANCIAL MEASURES

Gross  and net  revenue  yields  were  computed  by  dividing  the  gross or net
revenues, without rounding, by ALBDs as follows:



                                                            Three Months Ended February 28,
                                                            -------------------------------
                                                                2007              2006
                                                                ----              ----
                                                       (in millions, except ALBDs and yields)
                                                                        
      Cruise revenues
          Passenger tickets                                 $      2,050      $      1,910
          Onboard and other                                          626               539
                                                            ------------      ------------
      Gross cruise revenues                                        2,676             2,449
      Less cruise costs
          Commissions, transportation and other                     (471)             (408)
          Onboard and other                                         (111)              (97)
                                                            ------------      ------------
      Net cruise revenues (1)                               $      2,094      $      1,944
                                                            ============      ============

      ALBDs                                                   12,818,818        11,936,438
                                                            ============      ============

      Gross revenue yields (1)                              $     208.72      $     205.15
                                                            ============      ============

      Net revenue yields (1)                                $     163.32      $     162.81
                                                            ============      ============


Gross and net cruise  costs per ALBD were  computed by dividing the gross or net
cruise costs, without rounding, by ALBDs as follows:



                                                            Three Months Ended February 28,
                                                            -------------------------------
                                                                2007              2006
                                                                ----              ----
                                                     (in millions, except ALBDs and costs per ALBD)
                                                                        
      Cruise operating expenses                             $      1,674      $      1,500
      Cruise selling and administrative expenses                     376               355
                                                            ------------      ------------
      Gross cruise costs                                           2,050             1,855
      Less cruise costs included in net cruise revenues
          Commissions, transportation and other                     (471)             (408)
          Onboard and other                                         (111)              (97)
                                                            ------------      ------------
      Net cruise costs (1)                                  $      1,468      $      1,350
                                                            ============      ============

      ALBDs                                                   12,818,818        11,936,438
                                                            ============      ============

      Gross cruise costs per ALBD (1)                       $     159.91      $     155.42
                                                            ============      ============

      Net cruise costs per ALBD (1)                         $     114.50      $     113.08
                                                            ============      ============




                       NOTE TO NON-GAAP FINANCIAL MEASURES

(1)   We use net cruise revenues per ALBD ("net revenue  yields") and net cruise
      costs per ALBD as significant  non-GAAP  financial  measures of our cruise
      segment  financial  performance.  We believe  that net revenue  yields are
      commonly used in the cruise industry to measure a company's cruise segment
      revenue  performance.  This  measure is also used for  revenue  management
      purposes.  In calculating net revenue yields, we use "net cruise revenues"
      rather than "gross cruise  revenues." We believe that net cruise  revenues
      is a more  meaningful  measure  in  determining  revenue  yield than gross
      cruise  revenues  because it reflects the cruise revenues earned by us net
      of  our  most   significant   variable  costs,   which  are  travel  agent
      commissions,  cost of air transportation and certain other variable direct
      costs associated with onboard revenues. Substantially all of our remaining
      cruise  costs are largely  fixed once our ship  capacity  levels have been
      determined, except for the impact of changing prices.

      Net  cruise  costs  per ALBD is the  most  significant  measure  we use to
      monitor our cruise  segment costs rather than gross cruise costs per ALBD.
      In calculating  net cruise costs,  we exclude the same variable costs that
      are included in the  calculation of net cruise  revenues.  This is done to
      avoid  duplicating  these variable  costs in these two non-GAAP  financial
      measures.

      We have not provided  estimates of future gross  revenue  yields or future
      gross cruise costs per ALBD because the  reconciliations of forecasted net
      cruise  revenues to forecasted  gross cruise  revenues or  forecasted  net
      cruise costs to forecasted  cruise operating  expenses would require us to
      forecast,   with  reasonable  accuracy,   the  amount  of  air  and  other
      transportation  costs that our forecasted cruise passengers would elect to
      purchase  from us (the "air/sea  mix").  Since the  forecasting  of future
      air/sea mix involves  several  significant  variables  that are relatively
      difficult  to  forecast  and the  revenues  from the sale of air and other
      transportation  approximate  the costs of providing  that  transportation,
      management focuses primarily on forecasts of net cruise revenues and costs
      rather than gross cruise revenues and costs.  This does not impact, in any
      material  respect,  our ability to  forecast  our future  results,  as any
      variation in the air/sea mix has no material  impact on our forecasted net
      cruise revenues or forecasted net cruise costs.  As such,  management does
      not believe that this reconciling information would be meaningful.

      We also monitor these two non-GAAP  financial  measures  assuming the 2007
      currency  exchange rates have remained  constant with the 2006  comparable
      period  rates,  or on a  "constant  dollar  basis," in order to remove the
      impact  of  changes  in  exchange  rates  on our  non-U.S.  dollar  cruise
      operations. We believe that this is a useful measure indicating the actual
      growth  of  our  operations  in  a  fluctuating   currency  exchange  rate
      environment.  On a constant  dollar  basis,  net cruise  revenues  and net
      cruise costs would be $2.04 billion and $1.43 billion for the three months
      ended February 28, 2007,  respectively.  On a constant dollar basis, gross
      cruise  revenues and gross  cruise costs would be $2.60  billion and $1.99
      billion for the three months ended  February  28, 2007,  respectively.  In
      addition,  our non-U.S.  cruise  operations  depreciation and net interest
      expense  were  impacted by changes in exchange  rates for the three months
      ended February 28, 2007, compared to the same period in 2006.