EXHIBIT 10.5


                      AMENDMENT TO THE P&O PRINCESS CRUISES
                           EXECUTIVE SHARE OPTION PLAN

      The first paragraph of Clause 11.  (ADJUSTMENT OF OPTIONS) (ii) of the P&O
      Princess  Cruises  Executive  Share  Option Plan was stricken and replaced
      with the following:

            "(ii) the implementation by the Company of a demerger or the payment
            by the  Company of a dividend  in  specie,  super-dividend  or other
            transaction  which in the  opinion  of the  Board  would  materially
            affect the value of an Option the Exercise Price,  the definition of
            Shares  and the  number of Shares  comprised  in an Option  shall be
            adjusted  in such  manner as the Board may  determine  is  equitable
            provided that:"