SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BUCKELEW ALAN

(Last)

(First)

(Middle)

C/O CARNIVAL CORPORATION

3655 NW 87TH AVENUE

(Street)

MIAMI

33178

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2007

3. Issuer Name and Ticker or Trading Symbol
CARNIVAL CORP [ CCL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & CEO, Princess Cruises

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,040⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	8,165	⁽³⁾	D
Stock Options (Right to Buy)	02/26/2007	02/26/2014	Common Stock	18,203	$44.91	D
Stock Options (Right to Buy)	01/17/2008	01/17/2013	Common Stock	100,505	$57.3	D
Stock Options (Right to Buy)	02/28/2008	02/28/2015	Common Stock	17,151	$54.12	D

Explanation of Responses:

1. Includes 7,852 restricted stock units which represent a hypothetical interest in Carnival Corporation common stock, which may only be settled in shares.

2. The phantom stock units were accrued under Carnival plc's deferred compensation plan. 8,165 units were accrued on April 17, 2003 at a price of $26.565 per unit.

3. The units are to be settled 100% in cash upon the reporting person's retirement or other termination of employment. The reporting person will receive the investment experience relative to the performance of Carnival Corporation's shares on the date of settlement.

Remarks:

	Alan Buckelew	06/28/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.