Exhibit 10.33

                                    AMENDMENT TO
                 THE CARNIVAL CORPORATION NONQUALIFIED RETIREMENT PLAN
                         FOR HIGHLY COMPENSATED EMPLOYEES



     The Carnival Corporation Nonqualified Retirement Plan for Highly
Compensated Employees (the "Plan") is hereby amended, effective December 1,
2000, as follows:

     (1) Section 2.1 of the Plan is amended to read as follows:

              2.1 Participation - the Retirement Committee will determine
which Employees are Eligible Employees.  In any event, no Employee shall be
an Eligible Employee prior to satisfying one Year of Service and attainment
of age 21.  Eligible Employees shall enter the Plan on the January 1 or July
1 closest to satisfaction of the one Year of Service and age requirements.
Notwithstanding the foregoing, effective January 1, 1998, for purposes of
Articles 2 and 3 and for determining a Participant's Benefit Accrual Years
of Service and Vesting Years of Service, no individual who elected to
participate in The "Fun ShipSM" Nonqualified Savings Plan shall continue
active participation in the Plan.

     (2) Section 7.1 of the Plan is amended to read as follows:

7.1   Preretirement Death Benefit.


       (a)   Upon the death of a Participant who (i) has a Vested Interest,
(ii) has not yet had an Annuity Starting Date and (iii) is survived by a
spouse (with whom he has been married for at least twelve months), the
Participant's spouse shall be entitled to receive a Preretirement Death
Benefit as defined under Section 7.2(a).

(b)   Upon the death of a Participant who (i) has a Vested Interest,
(ii) has not yet had an Annuity Starting Date, and (iii) is not
survived by a spouse (with whom he has been married for at least
twelve months), the Participant's Beneficiary shall be entitled to
receive a Preretirement Death Benefit as defined under Section 7.2(b).


     (3)   Section 7.2 of the Plan is amended to read as follows:

7.2   Form of Preretirement Death Benefit.


     (a)   Subject to the following sentences, the Participant's
Preretirement Death Benefit under Section 7.1(a) shall be paid to the
Participant's spouse in accordance with the Participant's most recent
distribution election under Section 6.1, or if no such election is in place,
then in the form of an Qualified Preretirement Survivor Annuity.  If the
Actuarial Equivalent present value of the Participant's Preretirement Death
Benefit as of the Annuity Starting Date exceeds the amount defined in
Section 6.2 (the "Minimum Amount"), the Participant's spouse may elect
(during the period beginning on the day the Participant dies and ending on
the day distribution of benefits commences) to receive a Preretirement Death
Benefit which is the Actuarial Equivalent of the full amount otherwise
payable as a Qualified Preretirement Survivor Annuity in the form of a
single cash distribution.  If the Actuarial Equivalent present value of a
Participant's Qualified Preretirement Survivor Annuity as of the Annuity
Starting Date does not exceed the Minimum Amount, the method of distribution
to the Participant's spouse of the Preretirement Death Benefit shall be as a
single cash distribution which is the Actuarial Equivalent of the full
amount payable.

     (b)   Single Participant Death Benefit.  A Participant's Preretirement
Death Benefit under Section 7.1(b) shall be paid to his Beneficiary in
accordance with the Participant's most recent distribution election under
Section 6.1, or if no such election is in place, in the form of single cash
distribution.  The single cash distribution shall be equal to the Actuarial
Equivalent present value of fifty percent (50%) of a Life with 5-Year
Certain Benefit payable at the Participant's Normal Retirement Date.

     (4)   Section 7.3 of the Plan is amended to read as follows:

     7.3   Timing of Distribution; Annuity Starting Date.  Notwithstanding
the remainder of this Section 7.3, no distributions shall be made to the
Participant's spouse prior to January 1, 1994.

     (a)   Distribution of a Participant's Preretirement Death Benefit under
Section 7.1(a) shall commence as of the Annuity Starting Date of the
Participant's spouse.  The Annuity Starting Date of the Participant's spouse
shall be the earliest of (a) in the case of a Participant who dies on or
after his Early Retirement Date, the first day of the month coincident with
or next following the Participant's death, (b) in the case of a Participant
who dies after attaining age 55 with less than 15 Vesting Years of Service
and the Actuarial Equivalent present value of the Participant's
Preretirement Death Benefit exceeds the Minimum Amount, the first day of the
month coincident with or next following the Participant's Normal Retirement
Date had the Participant lived, (c) in the case of a Participant who dies
before attaining age 55 but after earning 15 or more years of Vesting Years
of Service and the Actuarial Equivalent present value of the Participant's
Preretirement Death Benefit exceeds the Minimum Amount, the first day of the
month coincident with or next following the Participant's Early Retirement
Date had the Participant lived, (d) in the case of a Participant who dies
before attaining age 55 with less than 15 years of service and the Actuarial
Equivalent present value of the Participant's Preretirement Death Benefit
exceeds the Minimum Amount, the first day of the month coincident with or
next following the Participant's Normal Retirement Date had the Participant
lived, or (e) in the case of a Participant who dies before his or her Early
Retirement Date and the Actuarial Equivalent present value of his or her
Preretirement Death Benefit does not exceed the Minimum Amount, the first
day of the month coincident with or next following the Participant's death.

(b)   Distribution of a Participant's Preretirement Death Benefit under
Section 7.1(b) shall be paid to his Beneficiary as soon as
administratively practicable following the Participant's death.