Exhibit 10.31
                                    AMENDMENT TO
                              THE CARNIVAL CORPORATION
                         SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     The Carnival Corporation Supplemental Executive Retirement Plan (the
"Plan") is hereby amended, effective January 1, 2001, as follows:

(1)     Section 5.1.A of the Plan is amended to read as follows:

     5.1     Payment of Benefit.     Subject to the approval of the Company,
each Participant shall elect the form and timing of their
distribution.

A. Form of Payment Except as provided in Section 3.2, a
Participant or his or her Beneficiary may elect that the payment
of Benefits to which a Participant or his or her Beneficiary
shall be entitled under this Plan shall be made in the following
forms:

1. Life with 5-Year Certain Benefit -- an annuity for the life
of the                            Participant, but if the
Participant dies within 5 years of the date
       distribution of Benefits began, the annuity is payable
to the                                 Participant's
Beneficiary for the remainder of that 5-year period;
2. Life with 10-Year Certain Benefit -- an annuity for the
life of the Participant, but if the Participant dies
within 10 years of the date distribution of Benefits
began, the annuity is payable to the Participant's
Beneficiary for the remainder of that 10-year period;
3. Qualified Joint and Survivor Annuity -- an annuity for
the life of the Participant with a survivor annuity for
the life of the Participant's spouse, where the survivor
annuity is either 50% or 100% of the amount payable
during the joint lives of the Participant and the
Participant's spouse;
4.   Single cash distribution of the full amount payable - the
     actuarial equivalent present value of the Participant's
Vested  Interest payable at his Normal Retirement Date.

The value of such Benefit shall be determined using the same
actuarial factors as provided for in the Retirement Plan.

A Participant may elect that payment of Benefit shall be made in
one of the aforementioned forms or may elect that a portion of his
Benefit be paid in one form and the remaining portion of his
Benefit be paid in another.

(2) Section 5.1.B of the Plan is amended to read as follows:

B.         Timing of Payment:  The Participant's election shall
indicate that payment shall be made (in the case of a lump
sum election) or shall commence (in the case of an
installment election):

1.	as soon as administratively practicable following the
Participant's Termination of Employment;

2.	as soon as administratively practicable following the
calendar year of the Participant's Termination of
Employment;

               3.	in the month following the earlier of (A) the
Participant's attainment of age 55 and 15 Years of
Service, or (B) the Participant's attainment of age 65;
or

4.	in a specific month and year.

      If a Participant has elected two forms of payment under Section
5.1A, the Participant may separately elect the timing of payment
of each of those forms under this Section 5.1B.

Notwithstanding the foregoing, if a Participant elects his
distribution to be made or commenced in accordance with paragraph
(3) above, and such date falls before the Participant's
Termination of Employment, the Participant's distribution shall be
made or commenced in accordance with paragraph (1) above.
Notwithstanding the foregoing, subject to the approval of the
Company, a Participant may change his form and timing election
applicable to his benefit, provided that such request to change is
made at least twelve (12) consecutive months prior to the date on
which such distribution would have otherwise been made on or
commenced.  If a Participant dies before commencement of
distribution of Participant's Benefits under the Plan, such
Benefits shall be paid in a lump sum to the Participant's
Beneficiary, using the same actuarial assumptions as in the
Retirement Plan.  If a Participant dies after commencement of
distribution of his or her Benefits under the Plan, the
Participant's Benefits shall be paid to the Participant's
Beneficiary in accordance with the Participant's election.