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 21, 2002

                          CARNIVAL CORPORATION
         (Exact name of registrant as specified in its charter)

Republic of Panama             1-9610                  59-1562976
---------------------------    -----------------       -----------------
(State or other jurisdiction  (Commission File Number) (I.R.S. Employer
 of incorporation)                                      Identification No.)

3655 N.W. 87th Avenue, Miami, Florida             33178-2428
(Address of principal executive offices)          (zip code)

Registrant's telephone number, including area code:   (305) 599-2600

Item 5. Other Events.

     On March 21, 2002, Carnival Corporation issued a press release entitled
"Carnival Corporation Reports First Quarter Earnings" attached hereto as
Exhibit 99.1.  The press release is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

     The Exhibit 99.1 press release entitled "Carnival Corporation Reports
First Quarter Earnings" dated March 21, 2002 is hereby incorporated by


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

Date: March 21, 2002

                                      CARNIVAL CORPORATION

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

                                Exhibit List

Exhibit           Description
-------           -----------
99.1              Press release entitled "Carnival Corporation Reports
                  First Quarter Earnings" dated March 21, 2002.

                                                                  EXHIBIT 99.1

CONTACT: Tim Gallagher                              FOR IMMEDIATE RELEASE


     MIAMI (03/21/02) - Carnival Corporation (NYSE:CCL) reported net income of
$129.6 million ($0.22 diluted EPS) on revenues of $905.8 million for its first
quarter ended February 28, 2002, compared to net income of $128.0 million
($0.22 EPS) on revenues of $1.0 billion for the same quarter in 2001.

     Commenting on first quarter results, Carnival Chairman and CEO Micky
Arison said he was particularly pleased with the company's first quarter
earnings performance, despite the adverse impact on business from the tragic
events of September 11.  "In the two months following September 11, our
advance bookings for 2002 cruises dropped dramatically because of the
significant slowdown in travel.   The subsequent recovery in our booking
levels has greatly exceeded earlier expectations and demonstrates the
resiliency of the cruise vacation business," Arison said.

     Revenues for the first quarter of 2002 were down 10 percent compared to
the same quarter in 2001.  This decrease in revenues was primarily caused by
the impact of the September 11 events, which resulted in a significant
reduction in the number of guests purchasing air travel and also lower cruise
ticket prices and occupancies.  These reductions were partially offset by a
2.3 percent increase in cruise capacity.  As a result of lower ticket prices
and occupancies, net revenue yields (net revenue per available berth day) were
down 7.5 percent compared to the first quarter of last year.  Arison pointed
out this was "a significant improvement over our November expectations that
first quarter net revenue yields would be down 15 percent."  Partially
offsetting the lower revenues in 2002 was a 7.2 percent reduction in the
company's cost per available berth day.  First quarter 2002 results also did
not include any losses from the company's investment in Airtours plc, which
was sold in June 2001.

     Looking to the remainder of 2002, Arison said that he is very encouraged
that recent booking levels have been running well ahead of last year.  Prices
on those bookings have also recovered significantly from the highly discounted
levels late last year, although they are still less than prices during the
comparable period last year.  Primarily as a result of the dramatic slowdown
in 2002 bookings last fall and the shift to closer to sailing booking patterns
after September 11, cumulative advance bookings and average prices for the
remainder of 2002 are still below last year's levels.   "If the current trend
of booking levels continues, we anticipate that net revenue yields will
continue to improve throughout 2002," Arison said.  "Our current expectation
for net revenue yields for the balance of 2002 is for the second and third
quarters to be down approximately 4 percent to 6 percent and the fourth
quarter to increase slightly compared to last year."

     In discussing the company's global cruise strategy, Arison commented that
Carnival "is continuing to execute its plan to increase its presence in the
high-growth European vacation market."  Costa Cruises will introduce the Costa
Europa, formerly Holland America's Westerdam, to its European fleet in April
2002, and this month Costa will launch a new cruise product onboard the 760-
passenger Costa Marina targeted at German-speaking vacationers.   Also, in May
2002, the Caronia will begin offering Cunard's world-renowned British service
from its new homeport in Southampton, England.

     While the company is increasing its presence in the European vacation
market, it is also continuing to expand in North America.  Carnival Cruise
Lines launched the 2,124-passenger Carnival Pride from Port Canaveral, Fla.,
in January 2002 and is scheduled to introduce the 2,124-passenger Carnival
Legend in August 2002, offering the line's first-ever sailings from Europe.
Following its European program, the Carnival Legend will operate from several
American ports starting September 2002.  Carnival Cruise Lines is expected to
launch the 2,974-passenger Carnival Conquest in November 2002 from New
Orleans.  Additionally, the company's Holland America Line brand will begin
operating the Prinsendam, formerly the Seabourn Sun, from Europe, Asia and the
Pacific in June 2002, and is also scheduled to introduce the 1,848-passenger
Zuiderdam in December 2002 from Ft. Lauderdale, Fla.

     On December 16, 2001, Carnival announced its pre-conditional offer to
acquire P&O Princess Cruises plc.  The company continues to work closely with
regulators in the U.S. and Europe on its offer.
Carnival has scheduled a conference call with analysts at 11 a.m. EST today to
discuss its 2002 first quarter earnings.  This call can be listened to live,
and additional information can be obtained at the company's web site at

     Carnival Corporation is comprised of Carnival Cruise Lines, the world's
largest cruise line based on passengers carried, Costa Cruises, Cunard Line,
Holland America Line, Seabourn Cruise Line and Windstar Cruises.  Carnival
Corporation's six brands operate 43 ships in the Bahamas, the Caribbean,
Alaska, Europe, Mexico, South America and other worldwide destinations.

Special note regarding forward-looking statements:

Certain statements in this announcement constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Carnival Corporation has tried, wherever possible, to
identify such statements by using words such as "anticipate," "assume,"
"believe," "expect," "forecast", "future", "intend," "plan" and words and
terms of similar substance in connection with any discussion of future
operating or financial performance. These forward-looking statements,
including those which may impact the forecasting of Carnival's net revenue
yields, booking levels, pricing, occupancy or business prospects, involve
known and unknown risks, uncertainties and other factors, which may cause
Carnival's actual results, performances or achievements to be materially
different from any future results, performances or achievements expressed or
implied by such forward-looking statements. Such factors include, among
others, the following: general economic and business conditions which may
impact levels of disposable income of consumers and the net revenue yields for
Carnival's cruise products; consumer demand for cruises and other vacation
options; other vacation industry competition; effects on consumer demand of
armed conflicts, political instability, terrorism, adverse media publicity and
the availability of air service; shifts in consumer booking patterns;
increases in cruise industry and vacation industry capacity; continued
availability of attractive port destinations; changes in tax laws and
regulations; changes and disruptions in financial and equity markets;
Carnival's ability to implement its brand strategy, Carnival's ability to
implement its shipbuilding program and to continue to expand its business
worldwide; Carnival's ability to attract and retain shipboard crew; changes in
foreign currency rates, security expenses, food, fuel, insurance and commodity
prices and interest rates; delivery of new ships on schedule and at the
contracted prices; weather patterns and natural disasters; unscheduled ship
repairs and drydocking; incidents involving cruise ships; impact of pending or
threatened litigation; Carnival's ability to successfully implement cost
improvement plans; the continuing financial viability of Carnival's travel
agent distribution system; and changes in laws and regulations applicable to

These risks may not be exhaustive. Carnival operates in a continually changing
business environment, and new risks emerge from time to time. Carnival cannot
predict such risks nor can it assess the impact, if any, of such risks on its
business or the extent to which any risk, or combination of risks may cause
actual results to differ from those projected in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon
as a prediction of actual results. Carnival undertakes no obligation publicly
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

Carnival plans to file a registration statement on Form S-4 and a statement on
Schedule TO with the U.S. Securities and Exchange Commission in connection
with commencement of its pre-conditional offer to acquire P&O Princess Cruises
plc.  The Form S-4 will contain a prospectus and other documents relating to
the pre-conditional offer. Carnival plans to mail the prospectus contained in
the Form S-4 to shareholders of P&O Princess when the Form S-4 is filed with
the SEC. The Form S-4, the prospectus and the Schedule TO will contain
important information about Carnival, P&O Princess, the pre-conditional offer
and related matters. Investors and stockholders should read the Form S-4, the
prospectus, the Schedule TO and the other documents filed with the SEC in
connection with the pre-conditional offer carefully before they make any
decision with respect to the pre-conditional offer. The Form S-4, the
prospectus, the Schedule TO and all other documents filed with the SEC in
connection with the pre-conditional offer will be available when filed free of
charge at the SEC's web site, at  In addition, the prospectus and
all other documents filed with the SEC in connection with the pre-conditional
offer will be made available to investors free of charge by writing to Tim
Gallagher at Carnival Corporation, Carnival Place, 3655 N.W. 87 Avenue, Miami,
Florida, 33178-2428.

In addition to the Form S-4, prospectus, the Schedule TO and the other
documents filed with the SEC in connection with the pre-conditional offer,
Carnival is obligated to file annual, quarterly and current reports, proxy
statements and other information with the SEC. Persons may read and copy any
reports, statements and other information filed with the SEC at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Filings with the sec also are available to the public from
commercial document-retrieval services and at the web site maintained by the
SEC at

Contact information:
For investor relations, please contact Beth Roberts, Tel: 1-305-599-2600, ext.
19066, and for media inquiries, please contact Tim Gallagher, Tel: 1-305-599-
2600, ext. 16000, Carnival Corporation, Carnival Place, 3655 N.W. 87 Avenue,
Miami, Florida 33178-2428.

                           CARNIVAL CORPORATION

                                               THREE MONTHS ENDED
                                                     FEB. 28,
                                               2002           2001
                                  (in thousands, except earnings per share)

Revenues                                     $905,776      $1,007,606
Costs and Expenses:
   Operating                                  518,165         600,120
   Selling and administrative                 152,045         155,891
   Depreciation and amortization               89,754 (1)      91,591 (1)
                                              759,964         847,602
Operating Income Before Loss From
   Affiliated Operations                      145,812         160,004

Loss From Affiliated Operations, Net                          (21,063)

Operating Income                              145,812         138,941

Nonoperating (Expense) Income:
   Interest income                              6,663           3,778
   Interest expense, net of
      capitalized interest                    (29,455)        (31,872)
   Other income, net                            4,959          11,946 (2)
   Income tax benefit, net                      1,661           5,157

                                              (16,172)        (10,991)
Net Income                                   $129,640      $  127,950

Earnings Per Share:
   Basic                                     $   0.22      $     0.22
   Diluted                                   $   0.22      $     0.22

Weighted Average Shares Outstanding-Basic     586,268         584,608
Weighted Average Shares Outstanding-Diluted   587,739         587,133

On December 1, 2001, the company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which required the company to cease amortizing its
goodwill.  Goodwill amortization was $5 million in 2001.
Includes a $13 million gain from a settlement agreement with the manufacturers
of some of the company's ship propulsion systems to reimburse the company for
lost revenues and expenses incurred due to disruptions in service during 2000.

                         CARNIVAL CORPORATION

                                               THREE MONTHS ENDED
                                                     FEB. 28,
                                               2002           2001
                                                  (in thousands)

   Passengers carried                           772            786
   Available lower berth days                 5,060          4,944
   Occupancy percentage                       102.8%         105.2%

      Cruise                               $900,508     $1,000,391
      Tour                                    5,706          7,688
      Intersegment elimination                 (438)          (473)
                                           $905,776     $1,007,606

   Operating expenses:
      Cruise                               $510,839     $  590,974
      Tour                                    7,764          9,619
      Intersegment elimination                 (438)          (473)
                                           $518,165     $  600,120

   Operating income (loss):
      Cruise                               $160,070     $  174,161
      Tour                                  (11,171)       (10,479)
      Affiliated operations                                (21,063)
      Corporate                              (3,087)        (3,678)
                                           $145,812     $  138,941