UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-K

    (Mark One)
    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

     For the fiscal year ended November 30, 2002

                                     OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES
                EXCHANGE ACT OF 1934

    For the transition period from ______________ to ________________
    Commission file number 1-9610

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

           Republic of Panama                            59-1562976
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    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

    Securities registered pursuant to Section 12(b) of the Act:
                                                      Name of exchange on
            Title of each class                        which registered
               Common Stock                              New York Stock
             ($.01 par value)                            Exchange, Inc.

    Securities registered pursuant to Section 12(g) of the Act:  None.

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X No___

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

     Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).  Yes X  No___

     The aggregate market value of the voting stock held by non-affiliates
of the Registrant is approximately $7.1 billion based upon the closing
market price on February 10, 2003 of a share of common stock on the New
York Stock Exchange as reported by the Wall Street Journal.

     At February 10, 2003 the Registrant had outstanding 586,969,154
shares of its common stock, $.01 par value.










                         DOCUMENTS INCORPORATED BY REFERENCE

     The information described below and contained in the Registrant's
2002 annual report to shareholders to be furnished to the Commission
pursuant to Rule 14a-3(b) of the Exchange Act is shown in Exhibit 13 and
is incorporated by reference into this Annual Report on Form 10-K.

Part and Item of the Form 10-K

Part II

Item 5(a) and (b).     Market for Registrant's Common Equity and Related
                       Stockholder Matters - Market Information and
Holders

Item 6.                Selected Financial Data

Item 7.                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

Item 7A.               Quantitative and Qualitative Disclosures About
                       Market Risk

Item 8.                Financial Statements and Supplementary Data


     Portions of the Registrant's 2003 definitive proxy statement, to be
filed with the Commission, are incorporated by reference into this Annual
Report on Form 10-K under the items described below.

Part and Item of the Form 10-K

Part II

Item 5(d).             Market for Registrant's Common Equity and Related
                       Stockholders Matters - Securities Authorized for
                       Issuance Under Equity Compensation Plans
Part III

Item 10.               Directors and Executive Officers of the Registrant

Item 11.               Executive Compensation

Item 12.               Security Ownership of Certain Beneficial Owners and
                       Management and Related Stockholder Matters

Item 13.               Certain Relationships and Related Transactions







                                      PART I

Item 1. Business

     A. General

     Carnival Corporation was incorporated under the laws of the Republic
of Panama in November 1974 and, together with its consolidated
subsidiaries is referred to collectively in this Annual Report on Form 10-
K as "our," "us" and "we."  We are a global cruise vacation and leisure
travel company that offers a broad range of cruise brands serving the
contemporary cruise sector through Carnival Cruise Lines ("CCL") and Costa
Cruises ("Costa"), the premium cruise sector through Holland America Line
("Holland America"), the premium/luxury cruise sectors through Cunard Line
("Cunard"), and the luxury cruise sector through Seabourn Cruise Line
("Seabourn") and Windstar Cruises ("Windstar").  We have a multi-brand
strategy which provides products and services appealing to the widest
possible target audience across all major segments of the vacation
industry.


     Additional summary information about our cruise brands is as follows:


                                                         PRIMARY
                                                        LOCATION
             CRUISE           NUMBER     PASSENGER         OF
             BRAND           OF SHIPS    CAPACITY(1)    CUSTOMERS

       CCL                      18         38,348     North America
       Holland America          11         14,494     North America
       Costa                     8         10,754     Europe
       Cunard                    2          2,458     North America/Europe
       Seabourn                  3            624     North America
       Windstar                  3            604     North America
                                45         67,282

  (1)In accordance with cruise industry practice, all passenger capacities
     indicated in this Annual Report on Form 10-K are measured in lower
     berths calculated based on two passengers per cabin even though some
     cabins can accommodate three or more passengers.

     We currently have signed agreements with three shipyards providing
for the construction of 13 additional cruise ships during the next three
and a half years. This will increase our passenger capacity by 30,580
lower berths, or 46%, assuming none of our existing ships are sold or
retired from service. However, it is possible that some of our older ships
may be retired or sold during the next three to four years, thus reducing
the increase to our fleet over this period. See Note 7, "Commitments" to
our Consolidated Financial Statements in Exhibit 13 to this Annual Report
on Form 10-K for additional information regarding our ship commitments.

     In addition to our cruise operations, we operate a tour business
under the brand name Holland America Tours. Holland America Tours is a
leading cruise/tour operator in the state of Alaska and the Canadian Yukon
and currently markets and/or operates:

- - 13 hotels in Alaska and the Canadian Yukon;

- - two luxury dayboats offering tours to the glaciers of Alaska and the
  Yukon River;

- - over 300 motor coaches used for sightseeing and charters in the
  states of Washington  and Alaska and in British Columbia, Canada and
  the Canadian Yukon;

- - 13 private, domed rail cars which are run on the Alaska Railroad
  between Anchorage and Fairbanks; and

- - sightseeing packages both separately and as part of our cruise/tour
  packages to our Alaska bound cruise passengers and to the public.

     Recent Development

     After a series of preconditional offers made to the shareholders of
P&O Princess Cruises plc ("P&O Princess") by us, commencing in December
2001, on January 8, 2003 we entered into an agreement with P&O Princess,
the world's third largest cruise company, providing for a combination of
both companies (the "Combined Group") under a dual-listed company ("DLC")
structure.

     If the DLC transaction is completed, it would create a combination of
the two companies through a number of contracts and certain amendments to
our Articles of Incorporation and By-Laws and to P&O Princess' Memorandum
and Articles of Association. The two companies would retain their separate
legal identities and each company's shares would continue to be publicly
traded on the New York Stock Exchange ("NYSE") for us and the London Stock
Exchange for P&O Princess.  However, both companies would operate as if
they were a single economic enterprise. The contracts governing the DLC
transaction would provide that the boards of directors of the two
companies would be identical, the companies would be managed by a unified
senior management team and that, as far as possible, P&O Princess' and our
shareholders would be placed in substantially the same economic position
as if they held shares in a single enterprise which owned all of the
assets of both companies. The net effect of the DLC transaction would be
that our existing shareholders would own an economic interest equal to 74%
of the Combined Group and the existing shareholders of P&O Princess would
own an economic interest equal to 26% of the Combined Group.  Also in
connection with the DLC transaction, we will be making a Partial Share
Offer ("PSO") for 20% of P&O Princess' shares, which will enable P&O
Princess shareholders to exchange P&O Princess shares for our shares on
the basis of 0.3004 of our shares for each P&O Princess share up to, in
aggregate, a maximum of 20% of P&O Princess issued share capital. If the
maximum number of P&O Princess' shares are exchanged under the PSO,
holders of our shares, including our new shareholders who exchanged their
P&O Princess shares for our shares under the PSO, would own an economic
interest equal to 79% of the Combined Group and holders of P&O Princess
shares would own an economic interest equal to 21% of the Combined Group.
The PSO is conditional on, among other things, the closing of the DLC
transaction.  Upon completion of the DLC transaction, P&O Princess will
reorganize and consolidate its share capital so that one share of P&O
Princess will have the same economic and voting interest as one of our
shares.

     The completion of the DLC transaction between P&O Princess and us is
subject to approval by P&O Princess' shareholders and our shareholders.
No assurance can be given that the DLC transaction will be completed and,
if it is completed, when completion will take place.

     If the DLC transaction is completed, the Combined Group will be the
largest cruise vacation group in the world, based on revenues, passengers
carried and available capacity. It will have a wide range of complementary
brands and a significant presence in key cruise vacation regions
worldwide.  The Combined Group will also have a strong balance sheet from
which to drive future capacity and growth and will have significant
opportunities to benefit from disseminating best operating practices
throughout the Combined Group.

     As at January 31, 2003, the Combined Group would have had a fleet of
65 cruise ships offering 99,982 lower berths, with 18 additional cruise
ships having 42,260 lower berths scheduled to be added over the next three
and a half years.  In addition, the Combined Group would be the leading
provider of cruises to all major destinations outside the Far East.
Finally, the Combined Group would also operate two private destination
ports of call in the Caribbean for the exclusive use of its passengers,
two river boats in Germany, and would offer land-based tour packages as
part of its vacation product alternatives.

     In connection with the DLC transaction, we have filed two
registration statements (the "Registration Statements") with the SEC,
which have yet to be declared effective.  One Registration Statement is a
joint proxy statement/prospectus for the planned special meeting of our
shareholders to approve the DLC transaction, and one Registration
Statement covers the shares issuable under the PSO.  In addition, if the
DLC transaction is to proceed, we will be distributing to our
shareholders, concurrently with the closing of the DLC transaction, trust
shares of beneficial interest that will represent an interest in a special
voting trust.  This trust will hold a special voting share, which is the
mechanism by which the votes of our shareholders at our shareholder
meetings will be given effect at the parallel shareholder meetings of P&O
Princess on issues for which the shareholders of both companies will be
deemed to be voting as a single group.  Each share of our common stock
will be paired with one trust share of beneficial interest, and both will
trade together as a unit on the NYSE.  The DLC transaction and related
matters are described in greater detail in the Registration Statements.

     See Note 7, "Commitments" to our Consolidated Financial Statements in
Exhibit 13 to this Annual Report on Form 10-K for additional information
regarding the DLC transaction.

     B. Risk Factors

     You should carefully consider the following specific risk factors as
well as the other information contained or incorporated by reference in
this Annual Report on Form 10-K as these are important factors, among
others, that could cause our actual results to differ from our expected or
historical results.  It is not possible to predict or identify all such
factors.  Consequently, you should not consider any such list to be a
complete statement of all our potential risks or uncertainties.  Some
statements in this section and elsewhere in this Annual Report on Form
10-K are "forward-looking statements."  For a discussion of those statements
and of other factors to consider see the "Cautionary Note Concerning
Factors That May Affect Future Results" below.  In addition, the
completion of the DLC transaction may expose us, and the combined
operations that will result from the implementation of the DLC
transaction, to additional risks.  These risks are described under the
caption "Risk Factors" in the proxy statement that forms a part of one of
the Registration Statements that we have filed with the SEC.  Copies of
the definitive proxy statement will be sent to our shareholders in
connection with the special meeting that we will call to approve the DLC
transaction.

     Risks Related To Our Business

     (1) We may lose business to competitors throughout the vacation
         market.

     We operate in the vacation market and cruising is one of many
alternatives for people choosing a vacation. We therefore risk losing
business not only to other cruise lines, but also to other vacation
operators that provide other leisure options including hotels, resorts and
package holidays and tours.

     We face significant competition from other cruise lines, both on the
basis of cruise pricing and also in terms of the nature of ships and
services we offer to cruise passengers. Our principal competitors include
the companies listed in this Annual Report on Form 10-K under the caption,
"Cruise Operations - Competition."

     We also compete with land-based vacation alternatives throughout the
world, including, among others, resorts and hotels located in Las Vegas,
Nevada, Orlando, Florida, various Caribbean, Mexican, Bahamian and
Hawaiian Island destination resorts and numerous vacation destinations
throughout Europe and the rest of the world.

     In the event that we do not compete effectively with other vacation
alternatives and cruise companies, our market share could decrease and our
results of operations and financial condition could be adversely affected.

(2) Overcapacity within the cruise and competing land-based vacation
    industry could have a negative impact on our net revenue yields,
    increase our operating costs, result in ship asset impairments
    and could adversely affect profitability.

     Cruising capacity has grown in recent years and we expect it to
continue to increase over the next three and a half years as all of the
major cruise vacation companies are expected to introduce new ships. In
order to utilize new capacity, the cruise vacation industry will need to
increase its share of the overall vacation market. The overall vacation
market is also facing increases in land-based vacation capacity, which
also will impact us. Failure of the cruise vacation industry to increase
its share of the overall vacation market could have a negative impact on
our net revenue yields. Should our net revenue yields be negatively
impacted, our results of operations and financial condition could be
adversely affected, including the impairment of our ship assets. In
addition, increased cruise capacity could impact our ability to retain and
attract qualified crew at competitive costs and, therefore, increase our
shipboard employee costs.

     (3) The international political and economic climate and other world
         events affecting safety and security could adversely affect the
         demand for cruises and could harm our future sales and
         profitability.

     Demand for cruises and other vacation options has been, and is
expected to continue to be, affected by the public's attitude towards the
safety of travel, the international political climate and the political
climate of destination countries. The possibility of military action
against Iraq, events such as the terrorist attacks in the U.S. on
September 11, 2001 and the threat of additional attacks, and the resulting
political instability and concerns over safety and security aspects of
traveling, have had a significant adverse impact on demand and pricing in
the travel and vacation industry and may continue to do so in the future.
Demand for cruises is also likely to be increasingly dependent on the
underlying economic strength of the countries from which cruise companies
source their passengers. Economic or political changes that reduce
disposable income or consumer confidence in the countries from which we
source our passengers may affect demand for vacations, including cruise
vacations, which are a discretionary purchase. Decreases in demand could
lead to price discounting which, in turn, could reduce the profitability
of our business.

     (4) We may not be able to obtain financing on terms that are
         favorable or consistent with our expectations.

     Our access to financing will depend on, among other things, the
maintenance of our strong long-term credit ratings. Our debt is currently
rated A by Standard & Poor's, A2 by Moody's and A by FitchRatings.

     We believe our current external sources of liquidity and cash on
hand, together with our forecasted cash flow from future operations, will
be sufficient to fund most of our capital projects, debt service
requirements, dividend payments and working capital needs.

     Our forecasted cash flow from future operations, as well as our
credit ratings, may be adversely affected by various factors, including,
but not limited to, declines in customer demand, increased competition and
overcapacity, the deterioration in general economic and business
conditions, terrorist attacks, ship incidents, adverse publicity and
increases in fuel prices, as well as other factors noted under these "Risk
Factors" and the "Cautionary Note Concerning Factors That May Affect
Future Results" section below. To the extent that we are required, or
choose, to fund future cash requirements, including future shipbuilding
commitments, from sources other than cash flow from operations, cash on
hand and current external sources of liquidity, we will have to secure
such financing from banks or through the offering of debt and/or equity
securities in the public or private markets.

     Our future operating cash flow may not be sufficient to fund future
obligations, and we may not be able to obtain additional financing, if
necessary, at a cost that meets our expectations. Accordingly, our
financial results could be adversely affected.

     (5) Conducting business internationally can result in increased
         costs.

     We operate our business internationally and we plan to continue to
develop our international presence. Operating internationally exposes us
to a number of risks, including, but not limited to, the following:

     - currency fluctuations;

     - interest rate movements;

     - the imposition of trade barriers and restrictions on repatriation
       of earnings;

     - political risks;

     - risk of increases in duties, taxes and governmental royalties; and

     - changes in laws and policies affecting cruising, vacation or
       maritime businesses or the governing operations of foreign-based
       companies.

If we are unable to address these and other risks adequately, our
results of operations and financial condition could be adversely affected.

     (6) Accidents and other incidents at sea or adverse publicity
         concerning the cruise industry or us could affect our reputation
         and harm our future sales and profitability.

     The operation of cruise ships involves the risk of accidents,
illnesses, mechanical failures and other incidents at sea, which may bring
into question passenger safety, health, security and vacation satisfaction
and thereby adversely affect future industry performance. Incidents
involving passenger cruise ships could occur and could adversely affect
future sales and profitability. In addition, adverse publicity concerning
the vacation industry in general or the cruise industry or us in
particular could impact demand and, consequently, have an adverse impact
on our profitability.

     (7) Our operating, financing and tax costs are subject to many
         economic and political factors that are beyond our control, which
         could result in increases in our operating, financing and tax
         costs.

     Some of our operating costs, including fuel, food, insurance and
security costs, are subject to increases because of market forces and
economic or political instability beyond our control. In addition,
interest rates and our ability to secure debt or equity financing,
including in order to finance the purchase of new ships, are dependent on
many economic and political factors. Actions by U.S. and non-U.S. taxing
jurisdictions could also cause an increase in our costs. Increases in
operating, financing and tax costs could adversely affect our results
because we may not be able to recover these increased costs through price
increases of our cruise vacations.

     (8) Environmental legislation and regulations could affect operations
         and increase our operating costs.

      Some environmental groups have lobbied for more stringent regulation
of cruise ships. Some groups also have generated negative publicity about
the cruise industry and its environmental impact. The U.S. Environmental
Protection Agency is considering new laws and rules to manage cruise ship
waste. Alaska authorities are currently investigating an incident that
occurred in August 2002 onboard Holland America's Ryndam involving a
wastewater discharge from the ship. As a result of this incident, various
Ryndam ship officers have received grand jury subpoenas from the U.S.
Attorney's office in Alaska. If the investigation results in charges being
brought, sanctions could include a prohibition of operations in Alaska's
Glacier Bay National Park and Preserve for a period of time. See Part 1,
Item 3. Legal Proceedings.

     In addition, pursuant to a settlement with the U.S. government in
April 2002, we pled guilty to certain environmental violations.  We were
sentenced under a plea agreement pursuant to which we paid fines in fiscal
2002 totaling $18 million to the U.S. government and other parties. We had
accrued for these fines in fiscal 2001.  We were also placed on probation
for a term of five years. Under the terms of the probation, any future
violation of environmental laws by us may be deemed a violation of
probation. In addition, we were required as a special term of probation to
develop, implement and enforce a worldwide environmental compliance
program. We are in the process of implementing the environmental
compliance program and expect to incur approximately $10 million in
additional annual environmental compliance costs commencing in 2003 as a
result of the program.

     Our costs of complying with current and future environmental laws and
regulations, or liabilities arising from past or future releases of, or
exposure to, hazardous substances or to vessel discharges, could
materially adversely affect our business, results of operations or
financial condition.

     (9) Delays in ship construction and problems encountered at shipyards
         could reduce our profitability.

     The construction of cruise ships is a complex process and involves
risks similar to those encountered in other sophisticated construction
projects, including delays in completion and delivery. In addition,
industrial actions and insolvency or financial problems of the shipyards
building our ships could also delay or prevent the delivery of our ships
under construction. These events could adversely affect our profitability.
However, the impact from a delay in delivery could be mitigated by
contractual provisions and refund guarantees obtained by us.

     In addition, we have entered into forward foreign currency contracts
to fix the cost in U.S. dollars of seven of our foreign currency
denominated shipbuilding contracts.  If any of the shipyards with which we
have contracted are unable to perform, we would still be required to
perform under our foreign currency forward contracts related to that
shipyard's shipbuilding contracts.  This might require us to realize a
loss on an existing contract without having the ability to have an
offsetting gain on our foreign currency denominated shipbuilding contract,
thus resulting in an adverse effect on our financial results.

     (10) The inability of qualified shipyards to build our ships at a
          reasonable cost could reduce our future profitability.

     We believe that there are a limited number of shipyards in the world
capable of constructing large passenger cruise ships in accordance with
our standards.  We currently have contracts with three of these shipyards
for the construction of 13 ships to enter service over the next three and
a half years.  If we elect to build additional ships in the future, which
we expect to do, these shipyards may not agree to build them at a cost
acceptable to us, which in turn could adversely affect our financial
results.

     (11) Business acquisitions could reduce our net income, earnings per
          share and cash flows.

     We evaluate acquisitions of other leisure and travel providers in a
disciplined manner to determine if there is an opportunity to improve our
potential for long-term internal growth and our net income, such as our
current proposal to combine with P&O Princess under a DLC structure. Any
acquisition includes numerous risks, including, among others, those
related to integrating the operations of the acquired entity and achieving
the cost reduction synergies that were anticipated to be derived from the
combined entity. In addition, we may refinance the acquired entity's
existing debt or finance the acquisition by issuing debt and/or equity
securities and, accordingly, additional interest expense related to our
debt and/or additional shares of our common stock issued in connection
with any acquisitions could have a negative effect on our net income and
earnings per share. See the introductory paragraph to Part 1, Item 1. B.
Risk Factors for additional information related to the proposed DLC
transaction.

     (12) The lack of attractive port destinations for our cruise ships
          could reduce our net revenue yields and net income.

     We believe that attractive port destinations, including ports that
are not overly congested with tourists, are major reasons why our
customers choose a cruise versus an alternative vacation option.  The
availability of ports, including the specific port facility at which our
guests will embark and disembark, is affected by a number of factors,
including, but not limited to, existing capacity constraints, security
concerns, adverse weather conditions and natural disasters, financial
limitations on port development, local governmental regulations and local
community concerns about both port development and other adverse impacts
on their communities from additional tourists.  The inability to continue
to maintain and increase our ports of call could adversely affect our net
revenue yields and net income.

     (13) New legislation or regulations concerning health, safety and
          security issues could increase our operating costs and adversely
          affect net income.

     Our ships are subject to various international, national, state and
local health, safety and security laws, regulations and treaties. The
International Maritime Organization (the "IMO"), which operates under the
United Nations, has adopted safety standards as part of the Safety of Life
at Sea ("SOLAS") Convention, which is applicable to all of our ships.
Generally SOLAS establishes vessel design, structural features, materials,
construction and life saving equipment requirements to improve passenger
safety and security.

     In addition, our ships that call on U.S. ports are subject to
inspection by the U.S. Coast Guard for compliance with the SOLAS
Convention and by the U.S. Public Health Service for sanitary standards.
Our ships are also subject to similar inspections pursuant to the laws and
regulations of various other countries our ships visit. Finally, the U.S.
Congress recently enacted the Maritime Transportation Security Act of 2002
which implements a number of security measures at U.S. ports, including
measures that relate to foreign flagged vessels calling at U.S. ports.

     We believe that health, safety and security issues will continue to
be areas of focus by relevant government authorities both in the U.S., and
abroad.  Resulting legislation or regulations, or changes in existing
legislation or regulations, could impact our operations and would likely
subject us to increasing compliance costs in the future.


     Risks Related To Our Corporate Structure and Common Stock

     (14) Changes under the Internal Revenue Code and applicable U.S.
          income tax treaties may adversely affect the U.S. federal income
          taxation of our U.S. source shipping income.

     We believe that substantially all of our U.S. source shipping income
qualifies for exemption from U.S. federal income tax, either under:

     - Section 883 of the Internal Revenue Code of 1986, as amended; or

     - applicable U.S. income tax treaties.

     To date no final U.S. treasury regulations or other definitive
interpretations of the relevant portions of Section 883 have been
promulgated, although regulations have been proposed. Any such final
regulations or official interpretations could differ materially from our
interpretation of this Internal Revenue Code provision and, even in the
absence of differing regulations or official interpretations, the Internal
Revenue Service might successfully challenge our interpretation. In
addition, the provisions of Section 883 are subject to change at any time
by legislation. Moreover, changes could occur in the future with respect
to the trading volume or trading frequency of our shares or with respect
to the identity, residence, or holdings of our direct or indirect
shareholders that could affect us and our subsidiaries eligibility for the
Section 883 exemption. Accordingly, although we believe it is unlikely, it
is possible that we and our ship-owning or operating subsidiaries whose
tax exemption is based on Section 883 could lose this exemption. If we
and/or our ship-owning or operating subsidiaries were not entitled to the
benefit of Section 883, we and/or our ship-owning or operating
subsidiaries would be subject to U.S. federal income taxation on a portion
of our income, which would reduce our net income.

     In addition, some of our subsidiaries may rely on certain U.S. income
tax treaties for similar exemptions from U.S. taxation on their U.S.
source shipping income. These treaties may be abrogated by either
applicable country, replaced or modified with new agreements that treat
shipping income differently than under the agreements currently in force.
If any of our subsidiaries that currently claim exemption from U.S. income
taxation on their U.S. source shipping income under an applicable treaty
do not qualify for benefits under the existing treaties or if the existing
treaties are abrogated, replaced or materially modified in a manner
adverse to our interests and, with respect to U.S. federal income tax
only, if any such subsidiary does not qualify for Section 883 exemption,
such ship-owning and/or operating subsidiary may be subject to U.S.
federal income taxation on a portion of its income, which would reduce our
net income.

      See Part I, Item 1.  Business, I. Taxation for additional
information.

     (15) A small group of shareholders effectively controls the outcome
          of shareholder voting.

     A group of shareholders, comprising certain members of the Arison
family, including Micky Arison, our chairman and chief executive officer,
and trusts established for their benefit, currently beneficially owns
approximately 47% of our voting power.  As a result, this group of
shareholders has the power to effectively control, or at least to
influence substantially, the outcome of shareholder votes and, therefore,
the corporate actions requiring such votes.

     (16) We are not a U.S. corporation, and our shareholders may be
          subject to the uncertainties of a foreign legal system in
          protecting their interests.

     Our corporate affairs are governed by our Second Amended and Restated
Articles of Incorporation and By-Laws and by the corporate laws of the
Republic of Panama. The corporate laws of the Republic of Panama may
differ in some respects from the corporate laws in the U.S.

     (17) Provisions in our constitutional documents may prevent or
          discourage takeovers and business combinations that our
          shareholders might consider in their best interests.

     Our Articles of Incorporation and By-Laws contain provisions that may
delay, defer, prevent or render more difficult a takeover attempt that our
shareholders consider to be in their best interests.  For instance, these
provisions may prevent our shareholders from receiving a premium to the
market price of our shares offered by a bidder in a takeover context.
Even in the absence of a takeover attempt, the existence of these
provisions may adversely affect the prevailing market price of our shares
if they are viewed as discouraging takeover attempts in the future.

     Specifically, our Articles of Incorporation contain provisions that
prevent third parties, other than the Arison family and trusts established
for their benefit, from acquiring beneficial ownership of more than 4.9
percent of our outstanding shares without the consent of our board of
directors and provide for the lapse of rights, and sale, of any shares
acquired in excess of that limit.  The effect of these provisions may
preclude third parties from seeking to acquire a controlling interest in
us in transactions that shareholders might consider to be in their best
interests and may prevent them from receiving a premium above market price
for their shares.  For a description of the reasons for the provisions see
Part I, Item 1. Business, I. - Taxation- Application of Section 883 of the
Internal Revenue Code.

     (18) The holders of our common stock may experience dilution in the
          value of their equity interest as a result of the issuance and
          sale of additional shares of our common stock.

     A substantial amount of shares of our common stock were issued by us
in private transactions not involving a public offering and are therefore
treated as "restricted securities" for purposes of Rule 144 under the
Securities Act or are held by our affiliates and, therefore, treated as
"restricted securities" or "control securities".  Some of the members of
the Arison family and trusts established for their benefit, currently
beneficially own approximately 47% of our outstanding common stock.  No
predictions can be made as to the effect, if any, that the issuance and
availability for future market sales of our common stock will have on the
market price of our common stock prevailing from time to time.  Sales of
substantial amounts of our common stock (including shares issued upon the
exercise of stock options), or the perception that such sales could occur,
could materially impair our future ability to raise capital through an
offering of equity securities.


     Cautionary Note Concerning Factors That May Affect Future Results

     Certain statements contained in this Annual Report on Form 10-K are
"forward-looking statements" that involve risks, uncertainties and
assumptions with respect to us, including certain statements concerning
future results, plans and goals and other events which have not yet
occurred. These statements are intended to qualify for the safe harbors
from liability provided by Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act.  You can find many (but not
all) of these statements by looking for words like "will," "may,"
"believes," "expects," "anticipates," "forecast," "future," "intends,"
"plans," and "estimates" and for similar expressions.

     Because forward-looking statements, including those which may impact
the forecasting of our net revenue yields, booking levels, pricing,
occupancy, operating, financing and tax costs, estimates of ship
depreciable lives and residual values or business prospects, involve risks
and uncertainties, there are many factors that could cause our actual
results, performance or achievements to differ materially from those
expressed or implied in this Annual Report on Form 10-K.  These factors
include, but are not limited to, the following:


- - general economic and business conditions, which may impact levels of
  disposable income of consumers and the net revenue yields for our
  cruise brands;

- - conditions in the cruise and land-based vacation industries,
  including competition from other cruise ship operators and providers
  of other vacation alternatives and increases in capacity offered by
  cruise ship and land-based vacation alternatives;

- - the impact of operating internationally;

- - the international political and economic climate, armed conflict,
  terrorist attacks, availability of air service and other world
  events and adverse publicity and their impact on the demand for
  cruises;

- - accidents and other incidents at sea affecting the health, safety,
  security and vacation satisfaction of passengers;

- - our ability to implement our shipbuilding programs and brand
  strategies and to continue to expand our businesses worldwide;

- - our ability to attract and retain shipboard crew and maintain good
  relations with employee unions;

- - our ability to obtain financing on terms that are favorable or
  consistent with our expectations;

- - the impact of changes in operating and financing costs, including
  changes in foreign currency and interest rates and, fuel, food,
  insurance and security costs;

- - changes in the tax, environmental, health, safety, security and other
  regulatory regimes under which we operate;

- - continued availability of attractive port destinations;

- - our ability to successfully implement cost improvement plans and to
  integrate business acquisitions;

- - continuing financial viability of our travel agent distribution
  system;

- - weather patterns or natural disasters; and

- - the ability of a small group of shareholders effectively to control
  the outcome of shareholder voting.

     These risks and other risks are detailed in the section above
entitled "Risk Factors." That section contains important cautionary
statements and a discussion of many of the factors that could materially
affect the accuracy of our forward-looking statements and/or adversely
affect our business, results of operations and financial position.

     Forward-looking statements should not be relied upon as a prediction
of actual results. Subject to any continuing obligations under applicable
law, we expressly disclaim any obligation to disseminate, after the date
of this document, any updates or revisions to any such forward-looking
statements to reflect any change in expectations or events, conditions or
circumstances on which any such statements are based.

    C. Cruise Operations

     The multi-night cruise industry is a small part of the overall global
vacation market. We estimate that the global cruise industry carried more
than 10 million passengers in 2002. The principal sources for cruise
passengers are North America, Europe, Asia/South Pacific including
Australia, and South America. We source our passengers principally from
North America, the largest cruise sector in the world and, to a lesser
extent, from Europe. A small percentage of our passengers are sourced from
South America and Asia/South Pacific. See Note 12, "Segment Information"
to our Consolidated Financial Statements in Exhibit 13 to this Annual
Report on Form 10-K for additional information regarding our U.S. and
foreign assets and revenues.

     Industry Background

     Since 1970, cruising has been one of the fastest growing segments of
the vacation market. According to Cruise Lines International Association,
or CLIA, a leading industry trade group, in 1970 approximately 0.5 million
North American-sourced passengers took cruises of two consecutive nights
or more. CLIA estimates that this number reached approximately 7.4 million
passengers in 2002, a compound annual growth rate of approximately 9%
since 1970. Despite this growth, we believe that cruising still represents
only approximately 3% of the North American vacation market.

     Outside North America, the principal sources of passengers for the
industry are the UK, Germany, Italy, France, Spain, South America and
Australia. In all of these areas, cruising represents a smaller proportion
of the overall vacation market than it does in North America but, based on
industry data, is generally experiencing higher growth rates.

     Cruising offers a broad range of products to suit vacationing
customers of many ages, backgrounds and interests. Cruise brands can be
broadly divided into the contemporary, premium and luxury segments. We
have significant product offerings in each of these segments. The
contemporary segment is the largest segment and typically includes cruises
that last seven days or less, have a more casual ambience and are less
expensive than premium or luxury cruises. The premium segment is smaller
than the contemporary segment and typically includes cruises that last
from seven to 14 days. Premium cruises emphasize quality, comfort, style
and more destination-focused itineraries and the average pricing on these
cruises is typically higher than those in the contemporary segment. The
luxury segment is the smallest segment and is typically characterized by
smaller vessel size, very high standards of accommodation and service,
generally with higher prices than the premium segment. Notwithstanding
these marketing segment classifications, there is overlap and competition
among cruise segments.

     We provide cruise vacations in most of the largest vacation markets
in the world: North America, the UK, Germany and southern Europe. A brief
description of the principal vacation regions in which we operate is as
follows:

     North America

     The largest vacation market in the world is North America. According
to CLIA, approximately 7.4 million North American passengers took cruises
for two consecutive nights or more in 2002.

     Estimates of North American-sourced cruise passengers and the number
of lower berths marketed in North America compiled by CLIA from 1997 to
2002 are as follows:


                                   CRUISE
                                 PASSENGERS            LOWER BERTHS
                      CALENDAR     SOURCED             MARKETED IN
                        YEAR   IN NORTH AMERICA(1)    NORTH AMERICA(2)


                        1997       5,051,000             118,000
                        1998       5,428,000             138,000
                        1999       5,894,000             149,000
                        2000       6,882,000             166,000
                        2001       6,906,000             176,000
                        2002       7,400,000             193,000

(1)Based on passengers carried for at least two consecutive nights for the
   calendar year (2002 estimates are preliminary).
(2)As of the end of the calendar year. These figures include some ships
   which are marketed in North America and elsewhere.

     The principal itineraries visited by North American cruise passengers
in 2002 were the Caribbean, Bahamas and Mexico. In addition, North
American cruise passengers visited Alaska, Europe, the Mediterranean,
Bermuda, the Panama Canal and other exotic locations, including South
America, Africa, the South Pacific, the Orient and India.

     Based on the number of ships that are currently on order worldwide
and scheduled for delivery between 2003 and 2006, we expect that the net
capacity serving North American consumers will increase significantly over
the next several years. Projections compiled by CLIA indicate that by the
end of 2003, 2004 and 2005, North America will be served by 187, 197 and
199 ships, respectively, having an aggregate passenger capacity of
approximately 213,000, 236,000 and 240,000 lower berths, respectively.
These figures include some ships that are expected to be marketed in North
America and elsewhere.  CLIA's estimates of capacity do not include
assumptions related to unannounced ship withdrawals due to factors such as
the age of ships or changes in the location from where ships' passengers
are predominantly sourced and, accordingly, could indicate a higher
percentage growth in North American capacity than will actually occur.
Nonetheless, we expect that net capacity serving North American-sourced
cruise passengers will increase over the next several years.

     Europe

     We estimate that Europe is one of the largest vacation markets, but
cruising in Europe has achieved a much lower penetration rate than in
North America. We estimate that approximately 2.3 million European-sourced
passengers took cruise vacations in 2002 compared to approximately 7.4
million North American-sourced passengers. However, from 1990 to 2002, the
number of cruise passengers sourced from Europe has been growing faster
than the number of cruise passengers sourced from North America. From 1997
through 2001, the rate at which Europeans took a cruise grew at a compound
annual growth rate of 12% compared to an 8% growth rate with respect to
North Americans. Cruise vacation companies are continuing to expand their
product offerings in Europe. For example, more cruise vacations were
marketed to European passengers in 2002 than in 2001. We expect that a
number of new or existing ships will be introduced into Europe over the
next several years.

     We also believe that Europe will represent a significant area for
growth for us because, among other things, the vacation markets in Europe
are large but the level of penetration of cruising is low.

          UK

     The UK is one of the largest sources for cruise passengers in the
world. According to G.P. Wild (International) Limited, approximately 0.8
million UK passengers took cruises in 2001. Cruising was relatively
underdeveloped as a vacation option for the UK consumers until the mid-
1990s, but since then the UK has been one of the fastest growing regions
in the world. The number of UK cruise passengers increased by a compound
annual growth rate of approximately 10% between 1997 and 2001. The main
destination for UK cruise passengers is the Mediterranean. Other popular
destinations for UK cruise passengers include the Caribbean, the Atlantic
Islands, including the Canary Islands and the Azores, and Scandinavia. In
Cunard we have one of the most widely recognized brands in the UK.

          Germany

     Germany is one of the largest sources for cruise passengers in
continental Europe with approximately 0.4 million cruise passengers in
2001. Germany exhibited a compound annual growth rate in the number of
cruise passengers carried of approximately 8% between 1997 and 2001. We
believe that Germany is an underdeveloped region for the cruise industry.
The main destinations visited by German cruise passengers are the
Mediterranean and the Caribbean. Other popular destinations for German
cruise passengers include Scandinavia and the Atlantic Islands. We have
two brands, Costa and Cunard, which market their cruises in Germany.

          Southern Europe

     The main regions in southern Europe for sourcing cruise passengers
are Italy, France and Spain. Together, these countries generated
approximately 0.7 million cruise passengers in 2001. Cruising in Italy,
France and Spain exhibited a compound annual growth rate in the number of
passengers carried of approximately 15% between 1997 and 2001. We believe
that these regions are also relatively underdeveloped for the cruise
industry. We intend to increase our penetration in southern Europe through
Costa, the largest and one of the most recognized cruise brands marketed
in Europe.

          South America

     Cruising has been marketed in South America for many years, although
the region remains in an early stage of development. Cruises from South
America typically occur during the southern hemisphere summer months of
November through March, and are primarily seven to nine days in duration.
Our presence is primarily represented through the Costa brand, which
currently operates two vessels in this region, Costa Classica and Costa
Tropicale, offering approximately 2,324 lower berths.

          Australia

     Cruising in Australia is relatively small but well established. We
estimate that approximately 0.1 million Australians took cruise vacations
in 2001. We expect to continue to serve this region primarily through
Cunard and Holland America, which market their world and other cruises in
Australia.


     Characteristics of the Cruise Vacation Industry

          Strong Growth

     Cruise vacations have experienced significant growth in recent years.
The number of new cruise ships currently on order from shipyards indicates
that the growth in supply of cruise capacity is set to continue for a
number of years. As a result of this continuing growth in supply,
continued growth in demand across the industry, particularly in North
America, will be required in order to take up this increase in supply.
Given the historical growth rate of cruising and the relative low
penetration levels in major vacation markets, we believe that there are
significant areas for growth. However, for the past few years there has
been pressure on cruise pricing, which we believe is ultimately the result
of, among other things, competition from other vacation alternatives,
increases in new cruise ship capacity and competition, ship incidents,
adverse publicity and various international political and economic
conditions and events, such as terrorism, higher unemployment and the risk
of armed conflicts.

          Wide Appeal of Cruising

     Cruising appeals to a broad demographic range. Industry surveys
estimate that the principal passengers for cruising in North America
(defined as households with income of $40,000 or more headed by a person
who is at least 25 years old) now comprise approximately 128 million
people. About half of these individuals have expressed an interest in
taking a cruise as a vacation alternative.

          Relatively Low Penetration Levels

     North America has the highest cruising penetration rates per capita.
Nevertheless, CLIA estimates that only 15% of the U.S. population has ever
taken a cruise. In the UK, where there has been significant expansion in
the number of cruise passengers carried over the last five years, cruising
penetration levels per capita are only approximately three-fifths of those
of North America. In the principal vacation regions in continental Europe,
cruising penetration levels per capita are approximately one-fifth of
those in North America. Elsewhere in the world cruising is at an early
stage of development and has far lower penetration rates.

          Satisfaction Rates

     Cruise passengers tend to rate their overall satisfaction with a
cruise-based vacation higher than comparable land-based hotel and resort
vacations. In North America, industry studies indicate that cruise
passengers experience a high level of satisfaction with their cruise
product, with 69% of cruisers finding the value of the cruise vacation
experience to be as good as, or better than, the value of other vacations.


     Passengers, Capacity and Occupancy

     Our cruise operations had worldwide cruise passengers, passenger
capacity and occupancy as follows (1):

            FISCAL          CRUISE           PASSENGER
             YEAR         PASSENGERS         CAPACITY      OCCUPANCY(3)
             1998          2,045,000          39,466        106.3%
             1999          2,366,000          43,810        104.3%
             2000          2,669,000          48,196        105.4%
             2001          3,385,000          58,346        104.7%
             2002          3,549,000          67,282(2)     105.2%

(1) Information presented is as of the end of our fiscal year for
    passenger capacity. Costa's passengers, capacity and occupancy are only
    included in 2001 and 2002.
(2) Excludes Windstar Cruises' 148 passenger capacity ship, Wind Song,
    which was removed from service in December 2002.
(3) In accordance with cruise industry practice, occupancy is determined
    based on double occupancy per cabin even though some cabins can
    accommodate three or more passengers. Accordingly, the percentages
    in excess of 100% indicate that more than two passengers occupied
    some cabins.

     The actual occupancy percentage for all cruises on our ships during
each quarter indicated below was as follows:

             Quarters Ended                      Occupancy
             November 30, 2000                     103.4%
             February 28, 2001                     105.2%
             May 31, 2001                          102.5%
             August 31, 2001                       113.0%
             November 30, 2001                      97.9%(1)
             February 28, 2002                     102.8%
             May 31, 2002                          101.9%
             August 31, 2002                       113.7%
             November 30, 2002                     102.1%

(1) Our fourth quarter 2001 occupancy decreased compared to the fourth
    quarter of 2000 due primarily to the impact of the events of
    September 11, 2001 and their aftermath.

     Our passenger capacity has grown from 39,466 berths at November 30,
1998 to 67,282 berths at January 31, 2003. In 1999 capacity increased by
4,344 berths, primarily due to the deliveries of the Carnival Triumph and
Holland America's Volendam. During 2000 capacity increased by 4,386
berths, primarily due to the deliveries of the Carnival Victory and
Holland America's Zaandam and Amsterdam, partially offset by the 1,214
berth decrease due to the sale of Holland America's Nieuw Amsterdam.
During 2001 capacity increased by 10,150 berths, primarily due to the
acquisition and consolidation of Costa's 9,200 berths and the delivery of
the Carnival Spirit, partially offset by the removal from service of the
946 berth Costa Riviera and the 232 berth decrease due to the sale of the
Seabourn Goddess I and II. During 2002, capacity increased by 8,936 berths
primarily due to the deliveries of the Carnival Pride, Carnival Legend,
Carnival Conquest and Holland America's Zuiderdam, partially offset by the
removal from service of the 148 berth Wind Song.


     Cruise Ships and Itineraries

     CCL's 18 ships operate in the contemporary sector and are primarily
marketed in North America. All of the CCL ships were designed by and built
for CCL, including four that are among the world's largest, the Carnival
Conquest, the Carnival Victory, the Carnival Triumph and the Carnival
Destiny. In addition, CCL introduced the first three of its new "Spirit"
class ships, the Carnival Spirit, the Carnival Pride and the Carnival
Legend, which have 80% outside cabins, with 80% of those outside cabins
having balconies. Sixteen of the CCL ships operate to destinations in the
Bahamas or the Caribbean during all or a portion of the year and two CCL
ships call on ports on the Mexican Riviera year round. CCL ships also
offer cruises to Alaska, Bermuda, Canada, New England, the Hawaiian
Islands and the Panama Canal.

     Through our wholly-owned subsidiary, HAL Antillen, N.V. ("HAL
Antillen"), we operate 11 ships in the premium sector, which are primarily
marketed in North America under the Holland America brand. HAL Antillen
also operates three sailing ships in the luxury cruise sector under the
Windstar brand.

     The Holland America ships offer premium cruises of various lengths to
destinations in Alaska, the Caribbean, the Panama Canal, Europe, the
Mediterranean, the Bahamas, the Hawaiian Islands, South America and other
worldwide locations. Cruise lengths vary from three to 100 days, with a
large proportion of cruises being seven or ten days. Periodically, the
Holland America ships make longer cruises or operate on special
itineraries in order to increase travel opportunities for their customers
and diversify their cruise offerings. For example, in 2002, Holland
America offered a 100-day world cruise. The majority of the Holland
America ships operate to destinations in the Bahamas and the Caribbean
during fall to spring and in Alaska and Europe during spring to fall. In
order to offer a unique destination and, to compete more effectively while
operating in the Bahamas and the Caribbean, Holland America includes in
certain of its Bahamas and Caribbean itineraries, a private island
destination known as Half Moon Cay. Half Moon Cay is a 2,400-acre island
owned by Holland America. Facilities were constructed on the island on 45
acres along a crescent-shaped white sand beach. The remainder of the
island remains undeveloped. The facilities on Half Moon Cay include bars,
shops, restrooms, a post office, a chapel and an ice cream shop, as well
as a food pavilion with open-air dining shelters.

     Windstar currently markets cruises to destinations in the Caribbean,
Europe, Central America and Tahiti and offers a casual, yet luxurious,
cruise experience onboard its modern sail ships. The Windstar ships are
primarily marketed in North America.

     Costa's eight ships operate in Europe during the spring to fall.
During the fall to spring, Costa repositions most of its ships to the
Caribbean and South America. The Costa ships serve the contemporary sector
and are primarily marketed in Europe. Costa is the number one cruise line
in continental Europe based on passengers carried and capacity of its
ships, principally serving customers in Italy, France, Germany and Spain.
The Costa ships call on 105 European ports with 44 different itineraries
and to various other ports in the Caribbean and South America. Costa has
also expanded its presence in Germany by launching a new cruise product
aimed exclusively at Germans, with European and Caribbean sailings aboard
the 762 berth Costa Marina, which began in the spring 2002.

     Under the Cunard brand, we operate two ships in the premium/luxury
sectors, which are primarily marketed in North America, the UK, Germany
and Australia. Cunard's flagship, the Queen Elizabeth 2, offers the only
regularly scheduled transatlantic crossings between New York and
Southampton, England. In addition, Cunard repositioned the Caronia to
service the growing UK region, with round-trip cruises from Southampton,
which commenced in May 2002. Both of Cunard's ships offer cruises to other
worldwide destinations, with many of the cruises ranging generally between
six and 26 days. The Cunard ships also offer extended cruises, such as the
QE2's world cruise.

     The three Seabourn ships (the "Yachts of Seabourn") offer an intense
focus on personalized service and quality cuisine aboard its intimately
sized all-suite ships. The Yachts of Seabourn serve the luxury sector and
are primarily marketed in North America. These ships concentrate their
operations in Europe, Asia and the Americas with cruises generally in the
seven to 14 day range.


Summary information of our ships as of January 31, 2003 is as follows:

                                                         APPROXIMATE
                                    CALENDAR                GROSS
                                     YEAR    PASSENGER   REGISTERED
     SHIP                 REGISTRY   BUILT   CAPACITY        TONS

     CCL
     Carnival Conquest     Panama      2002     2,974       110,000
     Carnival Legend       Panama      2002     2,124        88,500
     Carnival Pride        Panama      2001     2,124        88,500
     Carnival Spirit       Panama      2001     2,124        88,500
     Carnival Victory      Panama      2000     2,758       102,000
     Carnival Triumph      Bahamas     1999     2,758       102,000
     Paradise              Panama      1998     2,052        70,000
     Elation               Panama      1998     2,052        70,000
     Carnival Destiny      Bahamas     1996     2,642       101,000
     Inspiration           Bahamas     1996     2,052        70,000
     Imagination           Bahamas     1995     2,052        70,000
     Fascination           Bahamas     1994     2,052        70,000
     Sensation             Bahamas     1993     2,052        70,000
     Ecstasy               Panama      1991     2,052        70,000
     Fantasy               Panama      1990     2,056        70,000
     Celebration           Panama      1987     1,486        47,000
     Jubilee               Bahamas     1986     1,486        47,000
     Holiday               Bahamas     1985     1,452        46,000
       Total CCL                               38,348

     Holland America
     Zuiderdam             Netherlands 2002     1,848        81,800
     Zaandam               Netherlands 2000     1,440        63,000
     Amsterdam             Netherlands 2000     1,380        62,000
     Volendam              Netherlands 1999     1,440        63,000
     Rotterdam             Netherlands 1997     1,316        62,000
     Veendam               Bahamas     1996     1,266        55,000
     Ryndam                Netherlands 1994     1,266        55,000
     Maasdam               Netherlands 1993     1,266        55,000
     Statendam             Netherlands 1993     1,266        55,000
     Prinsendam            Netherlands 1988       792        38,000
     Noordam               Netherlands 1984     1,214        34,000
       Total Holland America                   14,494

     Costa
     Costa Atlantica       Italy       2000     2,114        86,000
     Costa Victoria        Italy       1996     1,928        76,000
     Costa Romantica       Italy       1993     1,344        53,000
     Costa Allegra         Italy       1992       806        30,000
     Costa Classica        Italy       1991     1,302        53,000
     Costa Marina          Italy       1990       762        25,500
     Costa Europa          Italy       1986     1,476        54,000
     Costa Tropicale       Italy       1982     1,022        37,000
       Total Costa                             10,754





                                                          APPROXIMATE
                                       CALENDAR              GROSS
                                       YEAR    PASSENGER   REGISTERED
     SHIP                 REGISTRY     BUILT   CAPACITY       TONS

     Cunard
     Caronia               UK          1973       668        24,500
     QE2                   UK          1969     1,790        70,000
       Total Cunard                             2,458

     Seabourn
     Seabourn Legend       Bahamas     1992       208        10,000
     Seabourn Spirit       Bahamas     1989       208        10,000
     Seabourn Pride        Bahamas     1988       208        10,000
       Total Seabourn                             624

     Windstar Cruises
     Wind Surf             Bahamas     1990       308        14,750
     Wind Spirit           Bahamas     1988       148         5,700
     Wind Star             Bahamas     1986       148         5,700
       Total Windstar                             604

       Total Passenger Capacity                67,282


     Cruise Ship Construction and Cruise Port Facility Development

     We have signed agreements with three shipyards providing for the
construction of 13 new cruise ships, which have 30,580 berths. See Note 7,
"Commitments" to our Consolidated Financial Statements in Exhibit 13 to
this Annual Report on Form 10-K. Primarily in cooperation with private or
public entities, we are engaged in the development of new or enhanced
cruise port facilities. These facilities are expected to provide our
passengers with an improved holiday experience. Our involvement typically
includes providing cruise port facility development and management
expertise and assistance with financing. During 2002, we were primarily
involved in the development of cruise port facilities in Long Beach,
California, Galveston, Texas, La Romana, Dominican Republic, which opened
in December 2002, San Juan, Puerto Rico, Savona, Italy, and Cozumel,
Mexico.  No assurance can be given that any of these cruise port
facilities that are still being developed will be completed.

     Cruise pricing

     Each of our cruise brands publishes brochures with prices for the
upcoming seasons. In many regions, brochure prices vary by cruise line, by
category of cabin, by ship, by season and by itinerary. Brochure prices
are regularly discounted through our early booking discount programs and
other promotions. The cruise ticket price includes accommodations, meals
and most onboard entertainment, such as the use of, or admission to, a
wide variety of activities and facilities, including on substantially all
our ships a fully equipped casino, nightclubs, theatrical shows, movies,
parties, a disco, a jogging track, a health club, swimming pools,
whirlpools and saunas.

     When a passenger elects to purchase air transportation from us, both
our cruise revenues and operating expenses generally increase by
approximately the same amount.

     Onboard and Other Revenues

     We derive revenues from other onboard activities and services
including casino gaming, bar sales, gift shop sales, entertainment
arcades, shore excursions, art auctions, photo sales, spa services, bingo
games and lottery tickets, video diaries, snorkel equipment rentals,
internet and telephone usage, vacation protection insurance and
promotional advertising by merchants located in our ports of call.

     Our casinos, which contain slot machines and gaming tables including
blackjack, and in most cases craps and roulette, are generally open only
when our ships are at sea in international waters. We also earn revenue
from the sale of alcoholic and other beverages. Onboard activities are
either performed directly by us or by independent concessionaires, from
which we collect a percentage of their revenues.

     We receive additional revenues from the sale to our passengers of
shore excursions at each ship's ports of call. These excursions include,
among other things, bus and taxi sightseeing and adventure outings, local
boat and beach parties and nightclub and casino visits. For the CCL,
Costa, Windstar, Cunard and Seabourn ships, the shore excursions are
primarily operated by independent tour operators. For the Holland America
ships and other of our brands operating to destinations in Alaska, shore
excursions are operated by Holland America Tours and independent parties.

     In conjunction with cruise vacations on our ships, all of our cruise
brands sell pre- and post-cruise land packages. CCL land packages
generally include from one to four-night vacations at nearby attractions,
such as Universal Studios and Walt Disney World in Orlando, Florida, Busch
Gardens in Tampa, Florida, or in proximity to other vacation destinations
in Central and South Florida, Galveston, Texas, New Orleans, Louisiana,
Los Angeles, California and San Juan, Puerto Rico. Holland America land
packages outside of Alaska generally include up to four-night vacations,
including stays in unique European port cities or near attractions in
Central and South Florida. Costa's land packages generally include one or
two-night vacations in well-known European cities or at vacation
destinations in Central or South Florida. Cunard, Seabourn and Windstar
packages include numerous luxury and/or exotic pre- and post-cruise land
programs, such as world class golf programs and London and Paris luxury
holidays.

     In conjunction with our Alaska cruise vacations on our Holland
America, CCL and Seabourn ships, we sell pre- and post-cruise land
packages, which are more fully described in Part I, Item 1. Business, D.
Tour Segment.


     Sales and Marketing

     Our cruise vacations appeal to a broad range of customers of all ages
and interests, generating high-levels of repeat business for our different
brands. Our target audience in North America, comprised of households with
an income of $40,000 or more and headed by a person who is at least 25
years old, includes approximately 128 million people. Industry surveys
show that approximately half of these people have expressed an interest in
taking a cruise as a vacation alternative. In addition, CLIA forecasts
that 27 million North Americans will take a cruise over the next three
years versus an estimated 7.4 million North American cruisers in 2002.

     In addition, cruising has traditionally appealed to the middle and
older segments of the population. These are the fastest growing segments
of the population and are forecast to expand over the next 10 years, which
we expect will provide a major source of new business for us. Furthermore,
cruising is also attracting interest from younger people.

     Cruise passengers tend to rate their overall satisfaction with a
cruise-based vacation higher than comparable land-based hotel and resort
vacations. In North America, industry studies indicate that cruise
passengers experience a high level of satisfaction with their cruise
product, with 69% of cruisers finding the value of the cruise vacation
experience to be as good as, or better than, the value of other vacations.

     We believe that both our ability to attract passengers and our
customers' satisfaction levels are enhanced by the levels of choice and
innovative new facilities onboard our cruise ships, such as balconies,
multiple restaurants, including some open 24-hours a day, offering
flexible dining, and amenities such as modern gymnasiums and health spas,
internet cafes, theaters, discos and wedding chapels. Cruise ships are now
floating resorts and our brands are positioned to appeal to each of the
three major sectors of the cruise industry - contemporary, premium and
luxury. Each of our brands offers a particular style of cruise vacationing
from the excitement and variety of a CCL "Fun Ship", the five-star
sophistication of Holland America, the classic British tradition of
Cunard, the indulgent intimacy and luxury onboard the Yachts of Seabourn,
the casual elegance of Windstar and the Italian charm of Costa -
individual brands with individual styles.

     During 1998, we created the "World's Leading Cruise Lines" marketing
alliance for our family of six cruise brands in order both to educate the
consumer about the overall breadth of our cruise brands, as well as to
increase the effectiveness and efficiency of marketing our brands. During
2000, we launched "VIP", or Vacation Interchange Privileges, a loyalty
program that provides special considerations to repeat guests aboard any
of our six brands.

     Our various cruise lines employ over 530 personnel, excluding
reservation agents, in the sales and sales support area who, among other
things, focus on motivating, training and supporting the retail travel
agent community which sells substantially all of our cruises, typically on
a non-exclusive basis to individuals, fraternal, religious and other
groups, corporations and others. Travel agents generally receive a
standard commission of 10% plus the potential of additional commissions
based on sales volume. Commission rates on cruise vacations are usually
higher than commission rates earned by travel agents on sales of airline
tickets and hotel rooms. Moreover, since cruise vacations are
substantially all-inclusive, sales of our cruise vacations generally yield
higher commissions to travel agents than commissions earned on selling
airline tickets and hotel rooms. During fiscal 2002, no controlled group
of travel agencies accounted for more than 10% of our revenues.

     Historically, a significant portion of our brands' cruises were
booked from several months in advance of the sailing date for contemporary
brands to up to a year in advance of sailing for our luxury brands. This
lead-time allowed us to adjust our prices, if necessary, in relation to
demand for available cabins, as indicated by the level of advance
bookings. Our fares, such as CCL's Supersaver fares and Holland America's
Early Savings and Alumni Savings fares, are designed to encourage
potential passengers to book cruise reservations earlier, which helps to
manage more effectively our overall net revenue yields. Our brands'
payment terms generally require that a passenger pay a deposit to confirm
their reservation with the balance due well before the departure date. As
a result of September 11, 2001 and its aftermath, our brands have
generally experienced a closer-to-sailing booking pattern than was
historically experienced. This change in pattern has caused a reduction in
the cash flows that we receive from early advance bookings and, as would
be expected, has adversely affected our early booking programs. Generally,
this trend has continued into 2003.  However, our revenue management
personnel have adjusted our cabin inventories and pricing programs to deal
with these changing booking patterns in order to optimize our revenue
yields.

     Initially, our cruise brands were marketed primarily in North
America. We began to globalize our cruise business by expanding into
Europe through the acquisition of a 50% interest in Costa in June 1997 and
Cunard in May 1998. In September 2000, we positioned ourselves to better
take advantage of this expanding presence by acquiring the balance of
Costa. This acquisition solidified our ownership of a cruise line that we
believe is as recognizable in southern Europe and South America as CCL is
in North America. We have leveraged Costa's European leadership position
by increasing our new ship development commitment to the Costa brand, as
well as by transferring CCL's Tropicale in 2001 and Holland America's
Westerdam in 2002 to the Costa fleet. We have specifically tailored the
Costa Marina to German passengers, and began marketing her exclusively for
German-speaking passengers in spring 2002. Additionally, we repositioned
Cunard's Caronia to target UK passengers with round-trip cruises from
Southampton in May 2002, and have also committed to the construction of a
new 1,968 passenger ship to serve Cunard's UK customers upon its expected
in-service date of February 2005.

     CCL

     We believe that CCL's success is due partly to its unique brand
positioning within the vacation industry. CCL markets its cruises not only
as alternatives to competitors' cruises, but as vacation alternatives to
competitive land-based resorts and sightseeing destinations. CCL seeks to
attract passengers from the broad vacation market, including those who
have never been on a cruise ship before and who might not otherwise
consider a cruise as a vacation alternative. CCL's strategy has been to
emphasize the cruise experience itself rather than particular
destinations, as well as the advantages of a prepaid, all-inclusive
vacation package. CCL regularly engages in comparative pricing
advertisements in which it compares the cost of a cruise with land-based
vacations. CCL markets its cruises as the "Fun Ships" experience, which
includes a wide variety of onboard activities and entertainment, such as
full-scale casinos and nightclubs, an atmosphere of pampered service and
high quality food.

     CCL uses, among others, the themes "So Much Fun, So Many Places" and
"The Most Popular Cruise Line in the World!". CCL advertises nationally
directly to consumers primarily on network and cable television and
through extensive print media. CCL believes its advertising generates
interest in cruise vacations generally and results in a higher degree of
consumer awareness of the "Fun Ships" concept and the "Carnival" name in
particular. CCL's consumer web site, www.carnival.com, serves as a
marketing and research tool for its current and potential customers.
During 2001, CCL and Capital One launched an affordable cruise financing
program bundled with a co-branded credit card featuring a comprehensive
rewards program. The Fun Finance Plan enables cruise passengers to pay for
a CCL cruise through fixed monthly credit card payments.

     CCL has expanded its ship embarkation locations in the U.S. and
Canada over the past several years to help generate additional drive-in
business, which reduces the cost and increases the convenience of a CCL
vacation compared to cruise or land-based alternatives that require air or
other more expensive travel arrangements. Specifically, CCL now has
cruises originating from Baltimore, Charleston, Ensenada, Fort Lauderdale,
Galveston, Honolulu, New Orleans, New York, Norfolk, Philadelphia, San
Diego, Seward, Tampa and Vancouver, in addition to its traditional home
ports of Miami, Los Angeles, Port Canaveral and San Juan. In addition, CCL
is offering shorter cruises, which also reduces the cost of a cruise
vacation to CCL's passengers.

     Most of CCL's cruise bookings are made through travel agents. In
fiscal 2002, CCL took reservations from about 25,000 of approximately
33,000 travel agency locations known to us in the U.S. and Canada. In
addition, CCL markets and sells its cruises to tour operators and through
travel agents located in numerous other countries, including the UK,
Mexico, Bermuda, Bahamas, Italy, and Venezuela.

     CCL engages in substantial promotional efforts designed to motivate
and educate retail travel agents about its "Fun Ships" cruise vacations.
CCL employs approximately 95 business development managers and 75 in-house
service representatives and administrative support personnel to motivate
independent travel agents and to promote its cruises as an alternative to
competitive land-based vacations or other cruise lines. CCL believes it
has one of the largest sales forces in the cruise industry.

     To facilitate access and to simplify the reservation process, CCL
employs approximately 1,250 reservation agents. CCL's fully automated
reservation system allows its reservation agents to respond quickly to
book cabins on its ships. Additionally, through various third-party
computer reservation systems or CCL's internet booking engine, travel
agents and consumers have the ability to make reservations directly into
CCL's computerized reservations system.

     Holland America and Windstar

     The Holland America and Windstar ships cater to the premium and
luxury sector, respectively. We believe that the hallmarks of the Holland
America experience are beautiful ships and gracious, attentive service.
Holland America communicates this difference as "A Tradition of
Excellence", a reference to its long-standing reputation for "world class"
service and cruise itineraries. Holland America seeks to attract consumers
who want an enhanced vacation in terms of service, style, space and
comfort and a higher staff-to-guest ratio.

     Substantially all of Holland America's bookings are made through
travel agents. In fiscal 2002, Holland America took reservations from
about 17,000 of approximately 33,000 travel agency locations known to us
in the U.S. and Canada. In addition, Holland America and Windstar market
and sell their cruises to tour operators and through travel agents located
in numerous other countries, including the UK, Australia and the
Netherlands.

     Holland America has focused much of its sales efforts at creating an
excellent relationship with the travel agency community. This is due
principally to its marketing philosophy that travel agents have a large
impact on the consumer vacation selection process and will recommend
Holland America more often because of its excellent reputation for service
to both its guests and their independent travel agents. Holland America
solicits continuous feedback from customers and the independent travel
agents making bookings with Holland America to ensure they are receiving
excellent service. Holland America and Windstar believe that their web
sites at www.hollandamerica.com and www.windstarcruises.com help to enrich
the consumers' web-based research experience.

     Holland America's marketing communication strategy is primarily
composed of newspaper and magazine advertising, large-scale brochure
distribution, direct mail solicitations to past passengers and others and
network and cable television and radio spots. Holland America engages in
substantial promotional efforts designed to motivate and educate retail
travel agents about its products. Holland America employs approximately 50
field sales representatives, 30 inside sales representatives and 15 sales
and service representatives to support this field sales force. To
facilitate access and to simplify the reservation process, Holland America
employs approximately 305 reservation agents primarily to take bookings
from travel agents. Additionally, through various third-party computer
reservation systems or Holland America's internet booking engine, travel
agents and consumers have the ability to make reservations directly into
Holland America's computerized reservations system.

     Windstar has its own marketing and reservations staff. Field sales
representatives for both Holland America and CCL also act as field sales
representatives for Windstar. Marketing efforts are devoted primarily to
travel agent support and awareness, direct mail solicitation of past
passengers and distribution of brochures. The marketing features the
distinctive nature of the graceful, modern sail ships and the distinctive
"casually elegant" experience on "intimate itineraries," apart from the
normal cruise experience. Windstar's luxury cruise sector positioning is
embodied in its marketing phrase "180 degrees from ordinary."

     Costa

     From June 1997 to September 28, 2000, we owned 50% of Costa. On
September 29, 2000, we completed the acquisition of the remaining 50%
interest in Costa.

     Costa is headquartered in Genoa, Italy and is Europe's largest cruise
line based on number of passengers carried and available capacity. Costa
is targeted to the contemporary sector with most of its cruises sold to
European passengers, primarily from Italy, France, Germany, Spain, England
and Switzerland. Approximately 91% of Costa's revenues in fiscal 2002 were
generated by non-U.S. tour operators and travel agents. Costa has sales
offices in Argentina, Brazil, the UK, France, Germany, Italy, Mexico,
Spain, Switzerland and the U.S., and employs over 215 personnel in the
sales and sales support area, excluding reservation agents. Costa sales
offices focus much of their effort at motivating and educating travel
agents. These efforts include, among other things, newspaper, television,
radio and magazine advertising, direct mail solicitation and brochure
distribution. In addition, through the use of the internet, at web sites
specifically designed for the country and guest that Costa is targeting,
the consumers are educated about cruising and Costa (i.e.:
www.costacruises.com and www.costa.it). To facilitate access and to
simplify the reservation process, Costa employs approximately 150
reservation agents primarily to take bookings from travel agents.
Additionally, through either Costa's internet booking engine or through
third party computer reservation systems, Costa's European and South
American travel agents generally have the ability to make reservations
directly into Costa's reservations system.

     We believe that one of the principal ways that Costa distinguishes
itself from other brands is by immersing its guests in the Italian
ambiance on its ships. The moment guests board a ship, they are greeted by
Italian decor and art, the decks and restaurants are sometimes named after
well-known Italian places, the cuisine is prepared with an Italian flair
and the officers and key personnel are all Italian. A voyage on board
Costa is meant to capture the charm and flavor of a visit to Italy.

     Cunard and Seabourn

     We own 100% of Cunard Line Limited, which owns Cunard and Seabourn.
Currently five ships are being offered under these two brands, which are
marketed separately.

     The Cunard brand operates two ships in the premium/luxury cruise
sectors. Cunard's most visible ship is the QE2. The QE2 is the only active
passenger ship of its size built specifically for navigating ocean waters
and offering regularly scheduled transatlantic cruises, and thus enjoys a
unique standing among modern passenger ships. Over the past year, Cunard
has repositioned itself as the brand with the most famous ocean liners in
the world. The fame of the QE2, as well as the worldwide anticipation of
the arrival of the Queen Mary 2, which is expected to enter service in
January 2004, reinforces this brand identity. The line's other cruise
ship, the Caronia, is based in Southampton and has been dedicated to
attracting UK consumers since May 2002.

     The Seabourn brand operates three ships under the trade name "The
Yachts of Seabourn," offering ultra-luxury cruising with an intense focus
on service and cuisine. It is the exceptionally high level of service
which we believe enables the Yachts of Seabourn to be one of the most
celebrated cruise lines in the world.

     Cunard and Seabourn market and sell their products through their
sales offices in Miami, Florida, the UK, Germany and our office in
Australia. Approximately 61% and 31% of Cunard and Seabourn's revenues,
respectively, are generated by non-U.S. tour operators and travel agents.
Marketing efforts are devoted primarily to travel agent support and
awareness, direct mail solicitation, loyalty marketing to past passengers,
targeted print media campaigns and brochure distribution and the education
of consumers at the Cunard and Seabourn web sites located at
www.cunard.com and www.seabourn.com, respectively.

     Substantially all of Cunard's and Seabourn's bookings are made
through travel agents. In fiscal 2002,Cunard and Seabourn took
reservations from about 6,100 of approximately 33,000 travel agency
locations known to us in the U.S. and Canada. Cunard and Seabourn employ
approximately 15 field sales representatives, 10 inside sales
representatives and 20 sales and service representatives to support its
worldwide field sales force. They also employ approximately 45 reservation
agents worldwide primarily to take bookings, substantially all of which
come from travel agents.

     Seasonality

     Our revenue from the sale of passenger tickets is moderately
seasonal. Historically, demand for cruises has been greatest during the
summer months. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - General" in Exhibit 13 to this
Annual Report on Form 10-K.


     Competition

     We compete both with a wide array of other land-based vacation
alternatives and with other cruise lines for the consumers' disposable
leisure time dollars.

     We compete with land-based vacation alternatives throughout the
world, including, among others, resorts and hotels located in Las Vegas,
Nevada, Orlando, Florida, various Caribbean, Mexican, Bahamian and
Hawaiian Island destination resorts and numerous vacation destinations
throughout Europe and the rest of the world. Specifically, our land-based
competitors, include, among many others, MyTravel, Club Mediterranee, GoGo
Tours, Fairfield Communities Vacation Ownership Club, First Choice,
Harrah's Entertainment, Hilton Hotels, Hyatt Hotels, Kuoni Travel,
Mandalay Resort Group, Disney, Universal Studios, Marriott International
Resorts and the Marriott Vacation Ownership Club, MGM Grand, Nouvelle
Frontieres, Perillo Tours, Ritz-Carlton Hotels, Saga Tours, Six Flags,
Starwood Hotels and Resorts, Sandals Resorts, Sun City Resorts, Thomas
Cook, Trafalgar and TUI, as well as various other theme parks.

     Our primary cruise competitors in the contemporary and/or premium
cruise segments for North American sourced passengers are Royal Caribbean
Cruises Ltd., which owns Royal Caribbean International and Celebrity
Cruises, P&O Princess, which owns Princess Cruises, Star Cruises plc,
which owns Norwegian Cruise Line and Orient Lines, and Disney Cruise Line.

     Our primary cruise competitors for European sourced passengers are
MyTravel's Sun Cruises, Fred Olsen, P&O Cruises (UK), Saga and Thomson in
the UK; Aida Cruises, A'Rosa, Festival Cruises, Hapag-Lloyd, Peter
Deilmann and Phoenix Reisen in Germany; and Mediterranean Shipping
Cruises, Royal Olympia Cruises, Louis Cruise Line and Festival Cruises in
southern Europe. We will also compete for passengers throughout Europe
with Norwegian Cruise Line, Orient Lines, Princess Cruises, Royal
Caribbean International and Celebrity Cruises.

     Our primary competitors in the luxury cruise segment for our Cunard,
Seabourn and Windstar brands include Crystal Cruises, Radisson Seven Seas
Cruise Line and Silversea Cruises.

     Our brands also will compete with similar or overlapping product
offerings across all of our segments.

     On January 8, 2003, P&O Princess announced that its board of
directors had recommended to P&O Princess shareholders our proposal to
combine with P&O Princess under a DLC structure (see Part I, Item 1.
Business, A. General - Recent Development).

     See Part I, Item 1. Business, B. Risk Factors for additional
information regarding our competition.

     Governmental Regulations

          Maritime Regulations

     Our ships are regulated by various international, national, state and
local laws, regulations and treaties in force in the jurisdictions in
which our ships operate. In addition, our ships are registered in the
Bahamas, the UK, Italy, the Netherlands and Panama, as more fully
described under Part I, Item 1. Business, C. Cruise Segment - Cruise Ships
and Itineraries and, accordingly, are regulated by these jurisdictions and
by the international conventions governing the safety of our ships and
guests that these jurisdictions have ratified or adhere to. Each country
of registry conducts periodic inspections to verify compliance with these
regulations as discussed more fully below. In addition, the directives and
regulations of the European Union are applicable to some aspects of our
ship operations. We cannot estimate the ultimate cost of complying with
these requirements or the impact of these requirements on the resale value
or useful lives of our ships.

     Specifically, the IMO, which operates under the United Nations, has
adopted safety standards as part of the SOLAS Convention, which is
applicable to all of our ships. Generally SOLAS establishes vessel design,
structural features, materials, construction and life saving equipment
requirements to improve passenger safety and security. The SOLAS
requirements are revised from time to time, with the most recent
modifications being phased in through 2010.

     In 1993, SOLAS was amended to adopt the International Safety
Management Code, referred to as the ISM Code. The ISM Code provides an
international standard for the safe management and operation of ships and
for pollution prevention. The ISM Code became mandatory for passenger
vessel operators, such as ourselves, on July 1, 1998. All of our
operations and ships have obtained the required certificates demonstrating
compliance with the ISM Code and are regularly inspected and controlled by
the national authorities, as well as the international authorities acting
under the provisions of the international agreements related to Port State
Control, the process by which a nation exercises authority over foreign
ships when the ships are in the waters subject to its jurisdiction.

     Our ships are subject to a program of periodic inspection by ship
classification societies who conduct annual, intermediate, dry-docking and
class renewal surveys. Classification societies conduct these surveys not
only to ensure that our ships are in compliance with international
conventions adopted by the flag state and domestic rules and regulations,
but also to verify that our ships have been maintained in accordance with
the rules of the society and recommended repairs have been satisfactorily
completed.

     Our ships that call on U.S. ports are subject to inspection by the
U.S. Coast Guard for compliance with the SOLAS Convention and by the U.S.
Public Health Service for sanitary standards. Our ships are also subject
to similar inspections pursuant to the laws and regulations of various
other countries our ships visit.  In addition, the U.S. Congress recently
enacted the Maritime Transportation Security Act of 2002 which implements
a number of security measures at U.S. ports, including measures that
relate to foreign flagged vessels calling at U.S. ports.

     We believe that health, safety and security issues will continue to
be an area of focus by relevant government authorities both in the U.S.,
and abroad.  Resulting legislation or regulations, or changes in existing
legislation or regulations, could impact our operations and would likely
subject us to increasing compliance costs in the future.

          Other Environmental, Health and Safety Matters

     We are subject to various international, national, state and local
environmental protection and health and safety laws, regulations and
treaties that govern, among other things, air emissions, employee health
and safety, waste discharge, water management and disposal and storage,
handling, use and disposal of hazardous substances, such as chemicals,
solvents, paints and asbestos.

     In particular, in the U.S., the Oil Pollution Act of 1990("OPA")
provides for strict liability for water pollution, such as oil pollution
or threatened oil pollution incidents in the 200-mile exclusive economic
zone of the U.S., subject to monetary limits. These monetary limits do not
apply, however, where the discharge is caused by gross negligence or
willful misconduct of, or the violation of, an applicable regulation by a
responsible party. Pursuant to the OPA, in order for us to operate in U.S.
waters, we are also required to obtain Certificates of Financial
Responsibility from the U.S. Coast Guard for each of our ships. These
certificates demonstrate our ability to meet removal costs and damages
related to water pollution, such as for an oil spill or a release of a
hazardous substance up to our ship's statutory liability limit.

     In addition, most U.S. states that border a navigable waterway or
seacoast have enacted environmental pollution laws that impose strict
liability on a person for removal costs and damages resulting from a
discharge of oil or a release of a hazardous substance. These laws may be
more stringent than U.S. federal law.

     Furthermore, many countries have ratified and adopted IMO Conventions
which, among other things, impose liability for pollution damage subject
to defenses and to monetary limits, which monetary limits do not apply
where the spill is caused by the owner's actual fault or by the owner's
intentional or reckless conduct. In jurisdictions that have not adopted
the IMO Conventions, various national, regional or local laws and
regulations have been established to address oil pollution.

     If we violate or fail to comply with environmental laws, regulations
or treaties, we could be fined or otherwise sanctioned by regulators. We
have made, and will continue to make, capital and other expenditures to
comply with environmental laws and regulations.  See Note 8,
"Contingencies - Litigation" for additional information related to Holland
America's environmental contingencies.

     Pursuant to a settlement with the U.S. government in April 2002, we
pled guilty to certain environmental violations. We were sentenced under a
plea agreement pursuant to which we paid fines in fiscal 2002 totaling $18
million to the U.S. government and other parties. We had accrued for these
fines in fiscal 2001.  We were also placed on probation for a term of five
years. Under the terms of the probation, any future violation of
environmental laws by us may be deemed a violation of probation. In
addition, we were required as a special term of probation to develop,
implement and enforce a worldwide environmental compliance program. We are
in the process of implementing the environmental compliance program and
expect to incur approximately $10 million in additional annual
environmental compliance costs commencing in 2003 as a result of the
program.

     From time to time, environmental and other regulators consider more
stringent regulations which may affect our operations and increase our
compliance costs. As evidenced from the preceding paragraphs, the cruise
industry is affected by a substantial amount of environmental rules and
regulations. We believe that the impact of cruise ships on the global
environment will continue to be an area of focus by the relevant
authorities and, accordingly, this will likely subject us to increasing
compliance costs in the future.

           Consumer Regulations

     In addition, our ships that call on U.S. ports are regulated by the
Federal Maritime Commission, referred to as the FMC. Public Law 89-777
which is administered by the FMC requires most cruise line operators to
establish financial responsibility for their liability to passengers for
non-performance of transportation as well as casualty and personal injury.
The FMC's regulations require that a cruise line demonstrate its financial
responsibility through a guarantee, escrow arrangement, surety bond or
insurance. Currently, the amount required must equal 110% of the cruise
line's highest amount of customer deposits over a two year period up to a
maximum coverage level of $15 million. The FMC has recently proposed
various changes to the financial responsibility regulations for non-
performance of transportation, including a proposal to significantly
increase the amount of financial responsibility required to be maintained
by cruise lines which would increase our compliance costs. In addition,
other jurisdictions, including Argentina, Australia, Brazil, the UK and
Germany require the establishment of financial responsibility for
passengers from their jurisdictions.

          Permits for Glacier Bay, Alaska

     In connection with a significant portion of our Alaska cruise
operations, Holland America and CCL rely on concession permits from the
U.S. National Park Service, which are periodically renewed, to operate
their cruise ships in Glacier Bay National Park and Preserve. There can be
no assurance that these permits will continue to be renewed or that
regulations relating to the renewal of such permits, including preference
or historical rights, will remain unchanged in the future.  See Part 1,
Item 3. Legal Proceedings and Note 8, "Contingencies-Litigation" to our
Consolidated Financial Statements in Exhibit 13 to this Annual Report on
Form 10-K.

     We believe we have all the necessary licenses to conduct our
business. From time to time, various other regulatory and legislative
changes may be proposed or adopted that could have an effect on the cruise
industry in general and our business in particular. See Part I, Item 1.
Business, B. Risk Factors for a discussion of other regulations which
impact us.

     Financial Information

     For financial information about our cruise and affiliated operations
segment with respect to each of the three years in the period ended
November 30, 2002, see Note 12, "Segment Information" to our Consolidated
Financial Statements in Exhibit 13 to this Annual Report on Form 10-K.

     D. Tour Segment

     In addition to our cruise business we operate Holland America Tours,
which is a leading cruise/tour operator in the state of Alaska and the
Canadian Yukon. Holland America Tours also markets sightseeing packages
both separately and as part of our cruise/tour packages. Since a
substantial portion of its business is derived from the sale of tour
packages in Alaska during the summer season, Holland America Tours'
operations are highly seasonal.

     Holland America Tours

     Holland America Tours is comprised of a group of companies which,
together comprise our tour operations and perform three independent yet
interrelated functions. During 2002, as part of an integrated travel
program to destinations in Alaska, the Canadian Yukon and Washington, the
tour service group offered 31 different tour programs varying in length
from 8 to 21 days. The transportation group and hotel group supports the
tour service group by supplying facilities needed to conduct tours.
Facilities include dayboats, motor coaches, rail cars and hotels.

     Two luxury dayboats perform an important role in the integrated
travel program offering tours to the glaciers of Alaska and the Yukon
River. The Yukon Queen II cruises the Yukon River between Dawson City,
Yukon Territory and Eagle, Alaska and the Ptarmigan operates on Portage
Lake in Alaska. The two dayboats have a combined capacity of 360
passengers.

     A fleet of over 300 motor coaches operates in Alaska, Washington,
British Columbia, Canada and the Canadian Yukon. These motor coaches are
used for extended trips, city sightseeing tours and charter hire.
Additionally, Holland America Tours operates express motor coach service
between downtown Seattle, Washington and the Seattle-Tacoma International
Airport and also provides transit and meet and greet services for some of
CCL's and Costa's cruise passengers at certain of their Canadian and U.S.
ports of call.

     Thirteen private, domed rail cars, which are called "McKinley
Explorers", run on the Alaska Railroad between Anchorage and Fairbanks,
stopping at Denali National Park.

     In connection with its tour operations, Holland America Tours owns or
leases motor coach maintenance shops in Seattle, Washington, and in
Juneau, Fairbanks, Anchorage, Skagway and Ketchikan, Alaska. Holland
America Tours also owns or leases service offices at Anchorage, Denali
Park, Fairbanks, Juneau, and Skagway in Alaska, at Whitehorse in the Yukon
Territory, in Seattle, Washington and Vancouver and Victoria, British
Columbia.

     Westmark Hotels

     During 2002, Holland America Tours operated 14 hotels in Alaska and
the Canadian Yukon under the name Westmark Hotels (one hotel was sold in
August 2002). Four of the hotels are located in Canada's Yukon Territory
and offered a combined total of 587 rooms. The remaining ten hotels,
located throughout Alaska, provided a total of 1,393 rooms, bringing the
total number of hotel rooms to 1,980. Twelve of the hotels were wholly
owned by Holland America Tours' subsidiaries and Westmark operated two
under a management agreement.

     The hotels play an important role in Holland America Tours' tour
programs during the summer months when they provide accommodation to the
tour passengers. The hotels located in the larger metropolitan areas
remain open during the entire year, acting during the winter season as
centers for local community activities while continuing to accommodate the
traveling public. Most of the Westmark hotels include dining, lounge and
conference or meeting room facilities. Some hotels have gift shops and
other tourist services on the premises.

     For the five hotels that operated year-round in 2002, the occupancy
percentage for fiscal 2002 was 51.5%, and for the nine hotels that
operated only during the summer months, the occupancy percentage for
fiscal 2002 was 59.4%.

     Sales and Marketing

     Holland America Tours has its own marketing staff devoted to travel
agent support and awareness, direct mail solicitation of past customers,
use of consumer magazine and newspaper advertising to develop prospects
and enhance awareness and distribution of brochures. Additionally,
television and radio spots are used to market its tour and cruise
packages. The Holland America Tours marketing message builds on its 55
years of Alaska tourism leadership and its extensive array of hotel and
transportation assets to create a brand preference for Holland America
Tours. To the prospective vacationer the marketing endeavors to convince
them that "Holland America Tours is Alaska."

     Holland America Tours' products are marketed both separately and as
part of cruise/tour packages. Although most of Holland America Tours'
cruise/tours include a Holland America cruise as the cruise segment, other
cruise lines also market Holland America Tours as a part of their
cruise/tour packages and sightseeing excursions. Tours that are sold
separately are marketed through independent travel agents and also
directly by Holland America Tours, utilizing sales desks in major hotels.
General marketing for the hotels is done through various media in Alaska,
Canada and the contiguous U.S. Travel agents, particularly in Alaska, are
solicited, and displays are used in airports in Seattle, Washington,
Portland, Oregon and various Alaska cities. Room rates at Westmark Hotels
are on the upper end of the scale for hotels in Alaska and the Canadian
Yukon.

     Seasonality

     Holland America Tours' revenues from tours are highly seasonal with a
large majority generated during the late spring and summer months in
connection with the Alaska cruise season. The tours are conducted in
Alaska, the Canadian Yukon and Washington. The Alaska and Canadian Yukon
tours coincide to a great extent with the Alaska cruise season, May
through September. Washington tours are conducted year-round although
demand is greatest during the summer months. During periods in which tour
demand is lower Holland America Tours seeks to maximize its motor coach
charter activity, such as operating charter tours to ski resorts in
Washington.

     Competition

     Holland America Tours competes with independent tour operators and
motor coach charter operators in Alaska, British Columbia, the Canadian
Yukon and Washington. The primary competitors in these areas are Princess
Tours with approximately 220 motor coaches, five hotels and ten ultra dome
rail cars; Alaska Sightseeing/Trav-Alaska with approximately 15 motor
coaches, and Royal Celebrity Tours with approximately 40 motor coaches and
four domed rail cars. The primary competitors in Washington are
Hesselgrave International, with approximately 40 motor coaches and Pacific
Northwest Coaches with approximately 20 motor coaches.

     Westmark Hotels compete with various hotels throughout Alaska, many
of which charge prices below those charged by Westmark Hotels. Dining
facilities in the hotels also compete with the many restaurants in the
same geographic areas.

     Government Regulations

     Holland America Tours' motor coach operations are subject to
regulation both at the federal and state levels, including primarily the
U.S. Department of Transportation, the Washington Utilities and
Transportation Commission, the British Columbia Motor Carrier Commission,
the Yukon Motor Transport Board and the Alaska Department of
Transportation. Certain activities of Holland America Tours involve
federal or state properties and may require concession permits and are
subject to regulation by various federal or state agencies, such as the
U.S. National Park Service, the U.S. Forest Service and the State of
Alaska Department of Natural Resources. In addition, Holland America Tours
is also subject to federal, state and local environmental regulations.

     In connection with the operation of its beverage facilities in the
Westmark Hotels, Holland America Tours is required to comply with state,
county and/or city ordinances regulating the sale and consumption of
alcoholic beverages. Violations of these ordinances could result in fines,
suspensions or revocation of licenses and preclude the sale of any
alcoholic beverages by the hotel involved.

     In the operation of its hotels, Holland America Tours is required to
comply with applicable building and fire codes. Changes in these codes
have in the past and may in the future require expenditures to ensure
continuing compliance.

     From time to time, various other regulatory and legislative changes
have been or may be proposed or adopted that could have an effect on the
tour industry in general and Holland America Tours in particular.

     Financial Information

     For financial information about our tour segment with respect to each
of the three years in the period ended November 30, 2002, see Note 12,
"Segment Information" to our Consolidated Financial Statements in Exhibit
13 to this Annual Report on Form 10-K.

     E. Employees

     Our operations have approximately 5,600 full-time and 2,100 part-
time/seasonal employees engaged in shoreside operations. We also employ
approximately 29,500 officers, crew and staff on our 45 ships. Due to the
seasonality of our Alaska and Canadian operations, HAL Antillen and its
subsidiaries increase their work force during the summer months, employing
additional seasonal personnel, which have been included above. We have
entered into agreements with unions covering certain employees in our
hotel, motor coach and ship operations. We consider our employee and union
relations generally to be good.

     We source our shipboard officers primarily from Italy, Holland, the
UK and Norway. The remaining crew positions are manned by persons from
around the world. We utilize various manning agencies in many countries
and regions to help secure our shipboard employees.

     F. Suppliers

     Our largest purchases are for airfare, travel agency commissions,
advertising, fuel, food and beverages, hotel and restaurant supplies and
products, repairs and maintenance and dry-docking, port charges and for
the construction of our ships. Although we utilize a limited number of
suppliers for most of our food and beverages, and hotel and restaurant
supplies and products, most of these purchases are available from numerous
sources at competitive prices. The use of a limited number of suppliers
enables us to, among other things, obtain volume discounts. We purchase
fuel at some of our ports of call and port related services at all our
ports of call from a limited number of suppliers. In addition, we perform
our major dry-dock and ship improvement work at dry-dock facilities in the
Bahamas, British Columbia, Canada, the Caribbean, Europe and the U.S.  We
believe there are sufficient dry-dock facilities to meet our anticipated
requirements. Finally, we have entered into agreements with three
shipyards for the construction of our 13 additional cruise ships.

     G. Insurance

     General

     We maintain insurance to cover a number of risks associated with
owning and operating vessels in international trade. All such insurance
policies are subject to limitations, exclusions and deductible levels.
Premiums charged to us by both marine and non-marine insurers will likely
be adversely impacted by the losses incurred in the direct and reinsurance
markets, regardless of our own loss experience. Since September 11, 2001,
we have experienced premium increases and expect most of our insurance
premiums to increase significantly at the time of their renewals
commencing in late February 2003. No assurance can be given that
affordable and viable direct and reinsurance markets will be available to
us in the future. We maintain certain levels of self-insurance for the
below-mentioned risks through the use of substantial deductibles, which
may increase in the future in response to expected premium increases. We
do not typically carry coverage related to loss of earnings or revenues
for our cruise, tour and related operations.

     Protection and Indemnity ("P&I") Coverage

     Third-party liabilities in connection with our cruise activities are
covered by entry in a P&I club. P&I coverage is available through mutual
indemnity associations, known as clubs, that are owned by ship-owners. Our
vessels are entered into three clubs as follows: The West of England
Shipowners Mutual Insurance Association (Luxembourg), Steamship Mutual
Underwriting Association Ltd. and the United Kingdom Mutual Steamship
Assurance Association (Bermuda) Limited. The P&I clubs in which we
participate are part of a worldwide network of P&I clubs, known as the
International Group (the "IG"). The IG insures directly, and through
reinsurance markets, a large portion of the world's shipping fleets. The
terms of our P&I coverage are governed by the rules of our P&I clubs,
while the amount of insurance is governed by the rules of the IG. Our
vessel coverages include legal, statutory or pre-approved contract
liabilities and other related expenses related to crew, passengers and
other third parties on our ships in operation. This coverage also includes
shipwreck removal, pollution and damage to third party property.

     Hull and Machinery Insurance

     We maintain insurance on the hull and machinery of each of our ships
in amounts equal to the approximate estimated market value of each ship.
The coverage for hull and machinery is provided by international marine
insurance carriers. Most insurance underwriters make it a condition for
insurance coverage that a ship be certified as "in class" by a
classification society that is a member of the International Association
of Classification Societies ("IACS"). All of our ships are currently
certified as in class with an IACS member. These certifications have
either been issued or endorsed within the last twelve months.

     War Risk Insurance

     Subject to certain limitations, we maintain war risk insurance on
each of our ships, which includes legal liability to crew and passengers,
including terrorist risks for which coverage would be excluded under the
coverage provided by the P&I clubs mentioned above. The war risk coverage
is provided by international marine insurance carriers. We do not carry
war risk insurance coverage for physical damage to our ships, which
coverage is excluded from our hull policy. However, as required by certain
agreements, war risk insurance covering physical damage to the ship is
carried for five of our ships. As is typical for war risk policies in the
marine industry, under the terms of the policy, underwriters can give
seven days notice to the insured that the policy can be cancelled and
reinstated at different premium rates. This gives underwriters the ability
to increase our premiums following events that they deem increase their
risk. As a result of the September 11, 2001 attacks, our war risk
insurance premiums have increased substantially. No assurance can be given
that affordable and viable direct and reinsurance markets will be
available to us in the future for war risk insurance.

     Other Insurance

     We, as currently required by the FMC, maintain at all times three $15
million performance bonds for ships operated by CCL, Holland America and
Cunard Line Limited, which embark passengers in U.S. ports, to cover
passenger ticket liabilities in the event of a cancelled or interrupted
cruise. Costa maintains insurance as required by the FMC to cover their
ticket liabilities in the event of a cancelled or interrupted cruise. We
also maintain other performance bonds as required by various foreign
authorities that regulate certain of our operations in their
jurisdictions.

     We also maintain various other insurance policies to protect the
assets of Holland America Tours and for other activities.

     The Athens Convention

     Current conventions generally in force applying to passenger ships
are the Athens Convention relating to the Carriage of Passengers and their
Luggage by Sea (1974), the 1976 Protocol to the Athens Convention and the
Convention on Limitation of Liability for Maritime Claims (1976). The U.S.
has not ratified any Athens Convention Protocol. However, vessels flying
the flag of a country that has ratified it may contractually enforce the
1976 Athens Convention Protocol for cruises that do not call at a U.S.
port.

     The IMO Diplomatic Conference agreed a new protocol to the Athens
Convention on November 1, 2002. The new protocol, which has not yet been
ratified, substantially increases the level of compulsory insurance which
must be maintained by passenger ship operators and provides a direct
action provision, which will allow claimants to proceed directly against
insurers. Most of the countries in the European Union, where many of our
vessels operate, supported the new protocol and are likely to ratify it in
the future however, the timing of such ratification, if obtained, is
unknown.  No assurance can be given that affordable and viable direct and
reinsurance markets will be available to provide the level of coverage
required under the new protocol.  We also expect insurance costs may
increase once the new protocol is ratified.

     H. Trademarks

     We own numerous trademarks, which we believe are widely recognized
throughout the world and have considerable value. These trademarks include
the names of our cruise lines, each of which we believe is a widely-
recognized brand name in the cruise vacation industry.

     I. Taxation

     The following summary of the application of the principal U.S.
federal income tax laws to us is based upon existing U.S. federal income
tax law, including the Internal Revenue Code, proposed, temporary and
final U.S. treasury regulations, certain current income tax treaties,
administrative pronouncements, and judicial decisions, as currently in
effect, all of which are subject to change, possibly with retroactive
effect.

     We are a foreign corporation engaged in a trade or business in the
U.S., and our ship-owning subsidiaries are foreign corporations that, in
many cases, depending upon the itineraries of their ships, receive income
from sources within the U.S. for U.S. federal income tax purposes. To the
best of our knowledge, we believe that, under Section 883 of the Internal
Revenue Code and applicable income tax treaties, our income and the income
of our ship-owning subsidiaries, in each case derived from or incidental
to the international operation of a ship or ships, is currently exempt
from U.S. federal income tax. We believe that substantially all of our
income, and the income of our ship-owning subsidiaries, with the exception
of our U.S. source income from the transportation, hotel and tour
businesses of Holland America Tours, is derived from or incidental to the
international operation of a ship or ships within the meaning of Section
883 and applicable income tax treaties.

     Application of Section 883 of the Internal Revenue Code

     In general, under Section 883, certain non-U.S. corporations are not
subject to U.S. federal income tax or branch profits tax on certain U.S.
source income derived from the international operation of a ship or ships.
We believe that we and many of our ship-owning subsidiaries currently
qualify for the Section 883 exemption since each is organized in a
qualifying jurisdiction and our common stock is primarily and regularly
traded on an established securities market in the U.S. To date, however,
no final U.S. treasury regulations or other definitive interpretations of
the relevant portions of Section 883 have been promulgated, although, as
discussed below, regulations have been proposed. Any such final
regulations or official interpretations could differ materially from our
interpretation of this Internal Revenue Code provision and, even in the
absence of differing regulations or official interpretations, the Internal
Revenue Service might successfully challenge our interpretation. In
addition, the provisions of Section 883 are subject to change at any time
by legislation. Moreover, changes could occur in the future with respect
to the trading volume or trading frequency of our shares or with respect
to the identity, residence, or holdings of our direct or indirect
shareholders that could affect us and our subsidiaries eligibility for the
Section 883 exemption. Accordingly, although we believe it is unlikely, it
is possible that we and our ship-owning or operating subsidiaries whose
tax exemption is based on Section 883 could lose this exemption. If we
and/or our ship-owning or operating subsidiaries were not entitled to the
benefit of Section 883, we and/or our ship-owning or operating
subsidiaries would be subject to U.S. federal income taxation on a portion
of our income, which would reduce our net income.

     On August 2, 2002, the U.S. Treasury Department issued revised
proposed treasury regulations under Section 883 relating to income derived
by foreign corporations from the international operation of ships and
aircraft. The proposed regulations provide, in general, that a foreign
corporation will qualify for the benefits of Section 883 if, in relevant
part, (i) the foreign country in which the foreign corporation is
organized grants an equivalent exemption to corporations organized in the
U.S. and (ii) either (a) more than 50% of the value of the corporation's
stock is owned, directly or indirectly, by individuals who are residents
of that country or of another foreign country that grants an equivalent
exemption to corporations organized in the U.S., referred to as the "stock
ownership test" (such individuals are referred to as "Qualified
Shareholders") or (b) the foreign corporation meets the publicly-traded
test described below. In addition, to the extent a foreign corporation's
shares are owned by a direct or indirect parent corporation which itself
meets the publicly-traded test, then in analyzing the stock ownership test
with respect to such subsidiary, stock owned directly or indirectly by
such parent corporation will be deemed owned by individuals resident in
the country of incorporation of such parent corporation.

     A company whose shares are considered to be "primarily and regularly
traded on an established securities market" in the U.S. or another
qualifying jurisdiction will meet the publicly-traded test (the "publicly-
traded test"). Pursuant to the recently revised proposed treasury
regulations issued under Section 883, stock will be considered "primarily
traded" on one or more established securities markets if, with respect to
each class of stock of the particular corporation, the number of shares in
each such class that are traded during a taxable year on any such market
exceeds the number of shares in each such class traded during that year on
any other established securities market. Stock of a corporation will
generally be considered "regularly traded" on one or more established
securities markets under the proposed regulations if (i) one or more
classes of stock of the corporation that, in the aggregate, represent more
than 50% of the total combined voting power of all classes of stock of
such corporation entitled to vote and of the total value of the stock of
such corporation are listed on such market; and (ii) with respect to each
class relied on to meet the more than 50% requirement in (i) above, (x)
trades in each such class are effected, other than in de minimis
quantities, on such market on at least 60 days during the taxable year,
and (y) the aggregate number of shares in each such class of the stock
that are traded on such market during the taxable year is at least 10% of
the average number of shares of the stock outstanding in that class during
the taxable year. A class of stock that otherwise meets the requirements
outlined in the preceding sentence is not treated as meeting such
requirements for a taxable year if, at any time during the taxable year,
one or more persons who own, actually or constructively, at least 5% of
the vote and value of the outstanding shares of the class of stock, own,
in the aggregate, 50% or more of the vote and value of the outstanding
shares of the class of stock (the "5% Override Rule"). However, the 5%
Override Rule does not apply (a) where the foreign corporation establishes
that Qualified Shareholders own sufficient shares of the closely-held
block of stock to preclude non-Qualified Shareholders of the closely-held
block of stock from owning 50% or more of the total value of the class of
stock for more than half of the taxable year; or (b) to certain investment
companies provided that no person owns, directly or through attribution,
both 5% or more of the value of the outstanding interests in such
investment company and 5% or more of the value of the shares of the class
of stock of the foreign corporation.

     We believe that we currently qualify as a publicly traded corporation
under the proposed regulations and substantially all of our income, with
the exception of our U.S. source income from the transportation, hotel and
tour businesses of Holland America Tours, would continue to be exempt from
U.S. federal income taxes. However, because various members of the Arison
family and trusts established for their benefit currently own
approximately 47% of our shares, there is the potential that another
shareholder could acquire 5% or more of our shares, which could jeopardize
our qualification as a publicly traded corporation. If, in the future, we
were to fail to qualify as a publicly traded corporation, we and all of
our ship-owning or operating subsidiaries would be subject to U.S. federal
income tax on our income associated with our cruise operations in the U.S.
In such event, our net income and that of our ship-owning or operating
subsidiaries would be materially reduced, which would likely have a
significant negative impact on our stock price.

     As a precautionary matter, we amended our Second Amended and Restated
Articles of Incorporation to ensure that we will continue to qualify as a
publicly traded corporation under the proposed regulations. This amendment
provides that no one person or group of related persons, other than
certain members of the Arison family and trusts established for their
benefit, may own or be deemed to own by virtue of the attribution
provisions of the Internal Revenue Code more than 4.9% of our shares,
whether measured by vote, value or number of shares. Any of our shares
acquired in violation of this provision will be transferred to a trust
and, at the direction of our board of directors, sold to a person whose
shareholding does not violate that provision. No profit for the purported
transferee may be realized from any such sale. In addition, under
specified circumstances, the trust may transfer the common stock at a loss
to the purported transferee. Because certain of our notes are convertible
into our shares, the transfer of these notes are subject to similar
restrictions. These transfer restrictions may also have the effect of
delaying or preventing a change in our control or other transactions in
which the shareholders might receive a premium for our shares over the
then prevailing market price or which the shareholders might believe to be
otherwise in their best interest.

     Exemption Under Applicable Income Tax Treaties

     We believe that the income of some of our ship-owning subsidiaries
currently qualifies for exemption from U.S. federal income tax under
applicable bilateral U.S. income tax treaties. These treaties may be
abrogated by either applicable country, replaced or modified with new
agreements that treat shipping income differently than under the
agreements currently in force. If any of our subsidiaries that currently
claim exemption from U.S. income taxation on their U.S. source shipping
income under an applicable treaty do not qualify for benefits under the
existing treaties or if the existing treaties are abrogated, replaced or
materially modified in a manner adverse to our interests and, with respect
to U.S. federal income tax only, if any such subsidiary does not qualify
for Section 883 exemption, such ship-owning or operating subsidiary may be
subject to U.S. federal income taxation on a portion of its income, which
would reduce our net income.

     Taxation in the Absence of an Exemption under Section 883 or any
     Applicable U.S. Income Tax Treaty

     Shipping income that is attributable to transportation of passengers
which begins or ends in the U.S. is considered to be 50% derived from U.S.
sources. Shipping income that is attributable to transportation of
passengers which begins and ends in foreign countries is considered 100%
derived from foreign sources and not subject to U.S. federal income tax.
Shipping income that is attributable to the transportation of passengers
which begins and ends in the U.S. without stopping at an intermediate
foreign port is considered to be 100% derived from U.S. sources.

     The legislative history of the transportation income source rules
suggests that a cruise that begins and ends in a U.S. port, but that calls
on more than one foreign port, will derive U.S. source income only from
the first and last legs of the cruise. Because there are no regulations or
other Internal Revenue Service interpretations of these rules, the
applicability of the transportation income source rules in the aforesaid
manner is not free from doubt.

     In the absence of an exemption under Section 883 or any applicable
U.S. income tax treaty, as appropriate, we and/or our subsidiaries would
be subject to either the net income and branch profits tax regimes of
Section 882 and Section 884 of the Internal Revenue Code (the "net tax
regime") or the 4 percent of gross income tax regime of Section 887 of the
Internal Revenue Code (the "4% tax regime").

     The net tax regime is only applicable where the relevant foreign
corporation has, or is considered to have, a fixed place of business in
the U.S. that is involved in the earning of U.S. source shipping income
and substantially all of this shipping income is attributable to regularly
scheduled transportation. Under the net tax regime, U.S. source shipping
income, net of applicable deductions, would be subject to a corporate tax
of up to 35% and the net after-tax income would be potentially subject to
a further branch tax of 30%. In addition, interest paid by the
corporations, if any, would generally be subject to a 30% branch interest
tax.

     Under the 4% tax regime, which should be the tax regime applicable to
vessel owning subsidiaries, the U.S. source shipping income of each of the
vessel owning subsidiaries would be subject to a 4% tax imposed on a gross
basis, without benefit of deductions. Under the 4% tax regime, the maximum
rate of tax on the gross shipping income of these subsidiaries
attributable to transportation that either begins or ends in the U.S.
would not exceed 2%.

     J. Website Access to Reports

     We will make available, free of charge, access to our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and all amendments to those reports as soon as reasonably practicable
after such reports are electronically filed with or furnished to the SEC
through our home page at www.carnivalcorp.com.

Item 2. Properties

     CCL's principal shoreside operations and our corporate headquarters
are located at 3655 N.W. 87th Avenue, Miami, Florida. These facilities are
owned by us and have approximately 456,000 square feet of office space.
HAL's principal shoreside operations and its headquarters are located at
300 Elliott Avenue West in Seattle, Washington in approximately 154,000
square feet of leased office space. Costa's principal shoreside operations
and its headquarters are located in Genoa, Italy in approximately 125,000
square feet of owned and leased space. Cunard Line Limited's principal
shoreside operations and its headquarters are located at 6100 Blue Lagoon
Drive in Miami, Florida in approximately 51,000 square feet of leased
office space. We also lease office space in Colorado Springs, Colorado for
use as an additional CCL reservation center and in Southampton and London,
England for Cunard's UK operations and our UK sales and shipbuilding
technical service offices, respectively.  Finally, we lease office space
in Miramar and Hollywood, Florida for additional CCL sales personnel and
for Costa's South Florida sales office, respectively.

     Our cruise ships, Holland America Tours' properties, shoreside
operations and headquarter facilities are well maintained and in good
condition. We evaluate our needs periodically and obtain additional
facilities when deemed necessary.  We believe that our facilities are
adequate for our current needs.

     Our cruise ships and Holland America's private island, Half Moon Cay,
are described in Part I, Item. 1 Business, C. Cruise Segment - Cruise
Ships and Itineraries and our cruise ships under construction are
described in Note 7, "Commitments" to the Consolidated Financial
Statements in Exhibit 13 to this Annual Report on Form 10-K. The
properties associated with Holland America Tours operations are described
in Part I, Item 1. Business, D. Tour Segment.


Item 3. Legal Proceedings

     Several actions (collectively, the "ADA Complaints") have been filed
against Costa, Cunard and Holland America Tours alleging that they
violated the Americans with Disabilities Act by failing to make certain
cruise ships accessible to individuals with disabilities.  The plaintiffs
seek injunctive relief to require modifications to certain vessels to
increase accessibility to disabled passengers and fees and costs.  The
status of each pending ADA Complaint is as follows:

    On August 28, 2000, Access Now, Inc. and Edward S. Resnick filed
ADA Complaints in the U.S. District Court for the Southern District
of Florida against Costa and Holland America Tours.  These complaints
seek modifications to their vessels to increase accessibility to
disabled passengers.  These cases have been transferred before the
same judge.  Costa and the plaintiffs agreed to settle this action
pursuant to an agreement that Costa will make certain modifications
to four of its ships with an option to include other ships into the
settlement agreement. The agreement must be submitted to the court
for approval.  Settlement negotiations between Holland America Tours
and the plaintiffs is ongoing.

On August 29, 2000, an ADA Complaint also was filed against
Cunard by Access Now, Inc. and Edward S. Resnick in the U.S. District
Court for the Southern District of Florida. Cunard filed an answer to
the complaint on November 10, 2000.  Given the settlement reached in
the case against CCL, the plaintiff has agreed to dismiss the ADA
Complaint against Cunard without prejudice pending settlement
negotiations which are ongoing.

     Several actions were filed against us and four of our executive
officers on behalf of a purported class of persons who purchased our
common stock between February 25, 1999 and February 16, 2000 alleging that
statements made in our public filings relating to compliance with
applicable safety regulations were in violation of Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder.  The complaints also allege
violations by the individual defendants as controlling persons under
Section 20(a) of the Exchange Act.  In November 2000, the plaintiffs filed
a consolidated amended complaint in the U.S. District Court for the
Southern District of Florida (the "Stock Purchaser Complaint").  The Stock
Purchaser Complaint seeks certification of a class action, an award of
unspecified compensatory damages, attorney and expert fees and costs.  On
September 12, 2002, a magistrate judge recommended that our motion to
dismiss the Stock Purchaser Complaint be granted and that the plaintiffs'
amended complaint be dismissed without prejudice.  The magistrate judge
found that the amended complaint failed properly to allege a cause of
action under the securities laws.  However, because it was dismissed
without prejudice, the plaintiffs may file a new amended complaint.

     On January 16, 2003, the parties executed a memorandum of
understanding, which is an agreement in principle to settle the Stock
Purchaser Complaint.  The settlement is subject to the parties preparing a
formal stipulation of settlement, performing confirmatory discovery and
obtaining judicial approval.  The memorandum of understanding requires
certification of a temporary settlement class consisting of all persons
who purchased our common stock between July 28, 1998 and February 28,
2000.  The settlement amount agreed to is $3.4 million of which a
substantial portion will be covered by insurance and which includes
plaintiffs' attorneys fees.  Allocation of the settlement monies amongst
the class members is to be determined by the plaintiffs' counsel.
Currently, no date has been set for the hearing confirming the settlement
and the parties are finalizing the stipulation of settlement and discovery
schedule.

     On November 22, 2000, Costa instituted arbitration proceedings in
Italy to confirm the validity of its decision not to deliver its ship, the
Costa Classica, to the shipyard of Cammell Laird Holdings PLC ("Cammell
Laird") under a 79 million euro denominated contract for the conversion
and lengthening of the ship.  Cammell Laird joined the arbitration
proceeding on January 9, 2001 to present its counter demands.  On January
9, 2001, Costa gave Cammell Laird notice of termination of the contract
and Cammell Laird replied with its notice of termination of the contract
on February 2, 2001.  It is expected that the award of the arbitration
tribunal's decision will be made in mid-2004 at the earliest.

     Three actions (collectively, the "Facsimile Complaints") were filed
against us on behalf of purported classes of persons who received
unsolicited advertisements via facsimile, alleging that we and other
defendants distributed unsolicited advertisements via facsimile in
contravention of the U.S. Telephone Consumer Protection Act.  The
plaintiffs seek to enjoin the sending of unsolicited facsimile
advertisements and statutory damages in the amount of five hundred dollars
($500.00) per facsimile, or in the alternative, fifteen hundred dollars
($1,500.00) per facsimile if the conduct was willful or knowing.  The
advertisements referred to in the Facsimile Complaints were not sent by
us, but rather were distributed by a professional faxing company at the
behest of travel agencies that referenced a CCL product.  We do not
advertise directly to the traveling public through the use of facsimile
transmission.  The status of each Facsimile Complaint is as follows:

    On March 4, 2002, a Facsimile Complaint was filed against us and
other unrelated defendants (including Allstate Insurance Company and
Wal-Mart Stores, Inc.) in the South Carolina Court of Common Pleas,
Lexington County by Andrew Syrett.  On May 15, 2002, we filed an
answer to this Facsimile Complaint.

    On April 15, 2002, a Facsimile Complaint was filed against us in
the Circuit Court of Greene County, Alabama by Mary Pelt.  We filed
an answer on June 3, 2002 and a Motion to Stay on July 26, 2002 on
the basis that the claims in the Jefferson County Facsimile Complaint
described below significantly overlaps the claims in this Greene
County Facsimile Complaint.  The court denied our motion to stay in
November 2002.  Wal-Mart Stores, a co-defendant, has filed a variety
of dispositive motions that will affect the future of this case. We
are awaiting the court's rulings.

    On May 14, 2002, a Facsimile Complaint was filed against us and
other defendants (including Club Resort International d/b/a Vacation
Getaway Travel, Inc., Dollar Thrifty Automotive Group, Inc., Thrifty,
Inc. and Thrifty Rent-A-Car Systems, Inc., Choicepoint, Inc., First
Western Bank, and Bankcard USA Merchant Services, Inc.) in the
Circuit Court of Jefferson County, Alabama, Bessemer Division by Clem
& Kornis, L.L.C., The Firm of Compassion, P.C., Collins Chiropractic
Center, Forstmann & Cutchen, L.L.P. and others.  On July 26, 2002, we
filed a motion to dismiss or, in the alternative, to separate us as a
defendant.  This action has been stayed pending a resolution of the
Greene County action referred to above.

      On August 17, 2002, an incident occurred in Juneau, Alaska onboard
Holland America's Ryndam involving a wastewater discharge from the ship.
As a result of this incident, various Ryndam ship officers have received
grand jury subpoenas from the Office of the U.S. Attorney in Anchorage,
Alaska requesting that they appear before a grand jury.  One of these
subpoenas also requests the production of Holland America documents, which
Holland America is producing.  If the investigation results in charges
being filed, a judgement could include, among other forms of relief, fines
and debarment from federal contracting, which would prohibit operations in
Glacier Bay National Park and Preserve during the period of debarment.
The State of Alaska is separately investigating this incident.

      During 2002, six of Holland America's ten ships offered Alaska
cruises during May through September, and five of those, or 65% of Holland
America's available berth days in Alaska, included Glacier Bay National
Park and Preserve on their itinerary.  If Holland America were to lose its
Glacier Bay permits we would not expect the impact on our financial
statements to be material to us since we believe there are additional
attractive alternative destinations in Alaska that can be substituted for
Glacier Bay.

      On February 23, 2001, Holland America Line-USA, Inc. ("HAL-USA"),
one of our subsidiaries, received a subpoena from a grand jury sitting in
the U.S. District Court for the District of Alaska.  The subpoena requests
that HAL-USA produce documents and records relating to the air emissions
from Holland America ships in Alaska.  HAL-USA responded to the subpoena.

     We are also involved from time to time in routine legal matters and
other claims incidental to our business.  Most of these matters are
covered by insurance.  We are not able to estimate the impact or the
ultimate outcome of any such actions, which are not covered by insurance.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

Executive Officers of the Registrant

     Pursuant to General Instruction G(3), the information regarding our
executive officers called for by Item 401(b) of Regulation S-K is hereby
included in Part I of this Annual Report on Form 10-K.

     The following table sets forth the name, age and title of each of our
executive officers.  Titles listed relate to positions within Carnival
Corporation unless otherwise noted.



          NAME                AGE                 POSITION


      Richard D. Ames         55  Senior Vice President -
                                    Management Advisory Services
      Micky Arison            53  Chairman of the Board of Directors
                                    and Chief Executive Officer
      Gerald R. Cahill        51  Senior Vice President-Finance and Chief
                                    Financial and Accounting Officer
      Pamela C. Conover       47  President and Chief Operating Officer of
                                    Cunard Line Limited
      Robert H. Dickinson     60  President and Chief Operating Officer
                                    of CCL and Director
      Kenneth D. Dubbin       49  Vice President-Corporate Development
      Pier Luigi Foschi       56  Chairman and Chief Executive Officer of
                                     Costa Crociere, S.p.A.
      Howard S. Frank         61  Vice Chairman of the Board of Directors
                                    and Chief Operating Officer
      Ian J. Gaunt            51  Senior Vice President - International
      A. Kirk Lanterman       71  Chairman of the Board of Directors,
                                    President, and Chief Executive Officer
                                    of Holland America Line Inc.
                                    and Director
      Arnaldo Perez           43  Senior Vice President, General Counsel
                                    and Secretary
      Lowell Zemnick          59  Vice President and Treasurer


     Business Experience of Executive Officers

     Richard D. Ames has been Senior Vice President-Management Advisory
Services ("MAS") since March 2002. From January 1992 to February 2002 he
was Vice President-Audit Services, now known as MAS.  From October 1989 to
January 1992 he was the Director of Internal Audit. From February 1983
until October 1989 he was Director of Internal Audit for Resorts
International, Inc.  He was a management consultant with International
Intelligence, Inc., a subsidiary of Resorts International, Inc. from
January 1979 to February 1983.

     Micky Arison has been Chief Executive Officer since 1979 and Chairman
of the Board of Directors since 1990. He was President from 1979 to May
1993 and has also been a director since June 1987.  Prior to 1979, he
served CCL for successive two-year periods as a sales agent, a
reservations manager and as Vice President in charge of passenger traffic.

     Gerald R. Cahill has been Senior Vice President-Finance, Chief
Financial Officer and Chief Accounting Officer since January 1998. From
September 1994 to December 1997 he was Vice President-Finance.  He was
Chief Financial Officer from 1988 to 1992 and Chief Operating Officer from
1992 to 1994 of Safecard Services, Inc.  From 1979 to 1988 he held
financial positions at Resorts International Inc. and, prior to that,
spent six years with Price Waterhouse.

     Pamela C. Conover has been President and Chief Operating Officer of
Cunard Line Limited since February 2001.  She was Chief Operating Officer
of Cunard Line Limited from June 1998 to January 2001.  From May 1995 to
May 1998, she was Vice President of Strategic Planning.  From May 1994 to
April 1995, she was President and Chief Operating Officer of Epirotiki
Cruise Line, which was a joint venture of ours. From September 1985 until
April 1994, she worked for Citicorp, New York, specializing in financing
and advisory services for shipping companies.

     Robert H. Dickinson has been President and Chief Operating Officer of
CCL since May 1993.  From 1979 to May 1993, he was Senior Vice President-
Sales and Marketing of CCL.  He has also been a director since June 1987.

     Kenneth D. Dubbin has been Vice President-Corporate Development since
May 1999.  From 1990 to 1999, he was Vice President and Treasurer of Royal
Caribbean. From 1988 to April 1990, he was Treasurer and from 1986 to 1988
he was Director, Planning and Treasury of Royal Caribbean.

     Pier Luigi Foschi has been Chief Executive Officer of Costa Crociere,
S.p.A. since October 1997 and Chairman of its Board since January 2000.
From 1974 to 1997, he held senior positions with OTIS, a world leader in
the field of elevators, which is a subsidiary of United Technologies
Corporation, and from 1990 to 1997 was Executive Vice President of Otis's
Asia-Pacific operations.

     Howard S. Frank has been Vice Chairman of the Board of Directors
since October 1993, Chief Operating Officer since January 1998 and a
director since April 1992.  From July 1989 to January 1998, he was Chief
Financial Officer and Chief Accounting Officer and from July 1989 to
October 1990 he was Senior Vice President-Finance.  From July 1975 through
June 1989 he was a partner with Price Waterhouse.

     Ian J. Gaunt is an English Solicitor and has been Senior Vice
President-International since May 1999.  He was a partner of the London-
based international law firm of Sinclair, Roche and Temperley from 1982
through April 1999 where he represented us as special external legal
counsel since 1981.

     A. Kirk Lanterman has been a director since April 1992. He has been
Chairman of the Board of Directors, President and Chief Executive Officer
of Holland America Line Inc., formerly known as Holland America Line-
Westours Inc., ("HAL") since August 1999.  From March 1997 to August 1999,
he was Chairman of the Board of Directors and Chief Executive Officer of
HAL. From December 1989 to March 1997, he was President and Chief
Executive Officer of HAL.  From 1983 to 1989 he was President and Chief
Operating Officer of HAL.  From 1979 to 1983, he was President of
Westours, Inc. which merged with Holland America Line in 1983.

     Arnaldo Perez has been Senior Vice President, General Counsel and
Secretary since March 2002.  From August 1995 to February 2002 he was Vice
President, General Counsel and Secretary.  He was Assistant General
Counsel from July 1992 to July 1995.  Prior to joining us, he was a
partner at the law firm of Weil, Lucio, Mandler, Croland & Steele in
Miami, Florida.

     Lowell Zemnick is a certified public accountant and has been a Vice
President since 1980 and Treasurer since September 1990 and from May 1987
to June 1989 was Chief Financial Officer.  He was Chief Financial Officer
of CCL from 1980 to September 1990.


                                 PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
        Matters

     A.  Market Information

     The information required by Item 201(a) of Regulation S-K, Market
Information, is shown in Exhibit 13 and is incorporated by reference into
this Annual Report on Form 10-K.

     B.  Holders

     The information required by Item 201(b) of Regulation S-K, Holders of
Common Stock, is shown in Exhibit 13 and is incorporated by reference into
this Annual Report on Form 10-K.

     C.  Dividends

     We declared cash dividends on all of our common stock in the amount
of $.105 per share in each of the quarters of fiscal 2002 and 2001 and in
the first quarter of fiscal 2003.  Payment of future dividends on our
common stock will depend upon, among other factors, our earnings,
financial condition and capital requirements.  We may also declare special
dividends to all stockholders in the event that members of the Arison
family and trusts established for their benefit are required to pay
additional income taxes by reason of their ownership of our common stock
because of an income tax audit of ourselves.

     The Republic of Panama does not currently have tax treaties with any
other country. Under current law we believe that distributions to our
shareholders, other than residents of Panama or other business entities
conducting business in Panama, are not subject to taxation under the laws
of the Republic of Panama.  Dividends that we pay to U.S. citizens,
residents, corporations and to foreign corporations doing business in the
U.S., to the extent treated as "effectively connected" income, will be
taxable as ordinary income for U.S. federal income tax purposes to the
extent of our current or accumulated earnings and profits, but generally
will not qualify for any dividends-received deduction.

     The payment and amount of any dividend is within the discretion of
the Board of Directors, and it is possible that the timing and amount of
any dividend may vary from the levels discussed above. If the DLC
transaction is completed, dividends on both P&O Princess shares and our
shares declared after completion will be paid at about the same time and
in equalized amounts.

Item 6.  Selected Financial Data

     The information required by Item 6, Selected Financial Data, is shown
in Exhibit 13 and is incorporated by reference into this Annual Report on
Form 10-K.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     The information required by Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, is shown in
Exhibit 13 and is incorporated by reference into this Annual Report on
Form 10-K.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The information required by Item 7A, Quantitative and Qualitative
Disclosures About Market Risk, is shown in Exhibit 13 and is incorporated
by reference into this Annual Report on Form 10-K.

Item 8.  Financial Statements and Supplementary Data

     The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated January 29, 2003, and the Selected
Quarterly Financial Data (Unaudited), are shown in Exhibit 13 and are
incorporated by reference into this Annual Report on Form 10-K.

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

     None.

                                PART III

Items 10, 11, 12 and 13.  Directors and Executive Officers of the
      Registrant, Executive Compensation, Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters,
      and Certain Relationships and Related Transactions

     The information required by Items 10, 11, 12 and 13 is incorporated
herein by reference to our definitive proxy statement to be filed with the
Commission not later than 120 days after the close of the fiscal year,
except that the information concerning our executive officers called for
by Item 401(b) of Regulation S-K is included in Part I of this Annual
Report on Form 10-K.

Item 14. Controls and Procedures
     Evaluation of Disclosure Controls and Procedures

     Disclosure controls and procedures are designed to ensure that
information required to be disclosed by us in the reports that we file or
submit, is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and
forms.

     Our Chief Executive Officer, Chief Operating Officer and Chief
Financial and Accounting Officer have evaluated our disclosure controls
and procedures as of February 5, 2003 and believe that they are effective.
     Changes in Internal Controls

     There were no significant changes in our internal controls or other
factors that could significantly affect these controls subsequent to the
date of their evaluation and there were no corrective actions with regard
to significant deficiencies and material weaknesses.




                                PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a) (1)(2) Financial Statements and Schedules

     The financial statements shown in Exhibit 13 are incorporated herein
by reference.

         (3) Exhibits

     The exhibits listed on the accompanying Index to Exhibits are filed
or incorporated by reference as part of this Annual Report on Form 10-K
and such Index to Exhibits is hereby incorporated herein by reference.

     (b) Reports on Form 8-K

     We filed Current Reports on Form 8-K on September 20, 2002 (Items 5
and 7) and October 25, 2002 (Items 5 and 7).




                                       SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


CARNIVAL CORPORATION


/s/ Micky Arison          Chairman of the Board of       February 14, 2003
Micky Arison              Directors and Chief Executive
                          Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



/s/ Micky Arison          Chairman of the Board of       February 14, 2003
Micky Arison              Directors and Chief Executive
                          Officer

/s/ Howard S. Frank       Vice Chairman of the Board of  February 14, 2003
Howard S. Frank           Directors and Chief Operating
                          Officer

/s/ Gerald R. Cahill      Senior Vice President-Finance  February 14, 2003
Gerald R. Cahill          and Chief Financial and
                          Accounting Officer

/s/ Shari Arison          Director                       February 14, 2003
Shari Arison

/s/ Maks L. Birnbach      Director                       February 14, 2003
Maks L. Birnbach

/s/ Richard G. Capen, Jr. Director                       February 14, 2003
Richard G. Capen, Jr.

/s/ Robert H. Dickinson   Director                       February 14, 2003
Robert H. Dickinson

/s/ Arnold W. Donald      Director                       February 14, 2003
Arnold W. Donald

/s/ James M. Dubin        Director                       February 14, 2003
James M. Dubin

/s/ A. Kirk Lanterman     Director                       February 14, 2003
A. Kirk Lanterman

/s/ Modesto A. Maidique   Director                       February 14, 2003
Modesto A. Maidique

/s/ Stuart Subotnick      Director                       February 14, 2003
Stuart Subotnick

/s/ Sherwood M. Weiser    Director                       February 14, 2003
Sherwood M. Weiser

/s/ Meshulam Zonis        Director                       February 14, 2003
Meshulam Zonis

/s/ Uzi Zucker            Director                       February 14, 2003
Uzi Zucker

                            CERTIFICATIONS

I, Micky Arison, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.



Date: February 14, 2003

                                           /s/ Micky Arison
                                           Micky Arison
                                           Chairman of the Board of
                                           Directors and
                                           Chief Executive Officer


I, Howard S. Frank, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date: February 14, 2003

                                       /s/ Howard S. Frank
                                       Howard S. Frank
                                       Vice Chairman of the Board of
                                       Directors and Chief
                                       Operating Officer



I, Gerald R. Cahill, certify that:

1. I have reviewed this annual report on Form 10-K of Carnival
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date: February 14, 2003

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




INDEX TO EXHIBITS
Page No. in
Sequential
Numbering
System
Exhibits

3.1-Second Amended and Restated Articles of Incorporation of Carnival
Corporation. (1)

3.2-Amendment to Second Amended and Restated Articles of Incorporation of
Carnival Corporation. (2)

3.3-Certificate of Amendment of Articles of Incorporation of Carnival
Corporation. (3)

3.4-Form of By-laws of Carnival Corporation. (4)

4.1-Agreement of Carnival Corporation dated February 13, 2003 to furnish
certain debt instruments to the Securities and Exchange Commission.

10.1-Retirement and Consulting Agreement dated November 5, 2002 between
Alton Kirk Lanterman, Carnival Corporation, Holland America Line Inc., and
others.

10.2-Executive Long-term Compensation Agreement dated January 16, 1998
between Robert H. Dickinson and Carnival Corporation. (5)

10.3-1994 Carnival Cruise Lines Key Management Incentive Plan as amended
on July 17, 2000. (6)

10.4-Amended and Restated Carnival Corporation 1992 Stock Option Plan. (7)

10.5-Carnival Cruise Lines, Inc. 1993 Restricted Stock Plan adopted on
January 15, 1993 and as amended January 5, 1998 and December 21, 1998. (8)

10.6-Carnival Corporation "Fun Ship" Nonqualified Savings Plan. (9)

10.7-Amendments to The Carnival Corporation Nonqualified Retirement Plan
for Highly Compensated Employees. (10)

10.8-Carnival Cruise Lines, Inc. Non-Qualified Retirement Plan. (11)

10.9-Revolving Credit Agreement dated June 26, 2001, by and among Carnival
Corporation, The Chase Manhattan Bank and various other lenders. (12)

10.10-Consulting Agreement/Registration Rights Agreement dated June 14,
1991, between Carnival Corporation and Ted Arison. (13)

10.11-First Amendment to Consulting Agreement/Registration Rights
Agreement. (14)

10.12-Arnold W. Donald Director's Agreement. (15)

10.13-Meshulam Zonis Director's Agreement. (16)

10.14-Maks L. Birnbach Director's Agreement. (17)

10.15-Stuart Subotnick Director's Agreement. (18)

10.16-Sherwood M. Weiser Director's Agreement. (19)

10.17-Uzi Zucker Director's Agreement. (20)

10.18-James M. Dubin Director's Agreement. (21)

10.19-Modesto A. Maidique Director's Agreement. (22)

10.20-Richard G. Capen Director's Agreement. (23)

10.21-Shari Arison Dorsman Director's Agreement. (24)

10.22-Executive Long-term Compensation Agreement dated January 11, 1999,
between Carnival Corporation and Micky Arison. (25)

10.23-Executive Long-term Compensation Agreement dated January 11, 1999,
between Carnival Corporation and Howard S. Frank. (26)

10.24- Registration Rights Agreement, dated as of October 24, 2001,
between Carnival Corporation and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated. (27)

10.25-Second Supplemental Indenture, dated as of October 24, 2001, between
Carnival Corporation and U.S. Bank Trust National Association, as trustee,
creating a series of securities designated Liquid Yield Option-TM-Notes
due 2021 (Zero Coupon--Senior). (28)

10.26-Indenture, dated as of April 25, 2001, between Carnival Corporation
and U.S. Bank Trust National Association, as trustee, relating to
unsecured and unsubordinated debt securities. (29)

10.27-First Supplemental Indenture, dated as of April 25, 2001, between
Carnival Corporation and U.S. Bank Trust National Association, as trustee,
creating a series of securities designated 2% Convertible Senior
Debentures due 2021. (30)

10.28-Registration Rights Agreement, dated as of April 25, 2001, among
Carnival Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated. (31)

10.29-Form of Indenture, dated March 1, 1993, between Carnival Cruise
Lines, Inc. and First Trust National Association, as Trustee, relating to
the Debt Securities, including form of Debt Security. (32)

10.30-Carnival Corporation Supplemental Executive Retirement Plan. (33)

10.31-Amendment to the Carnival Corporation Supplemental Executive
Retirement Plan. (34)

10.32-Amendment to the Carnival Corporation "Fun Ship" Nonqualified
Savings Plan. (35)

10.33-Amendment to the Carnival Corporation Nonqualified Retirement Plan
for Highly Compensated Employees. (36)

10.34-Amendment to the Carnival Corporation "Fun Ship" Nonqualified
Savings Plan. (37)

10.35-Retirement Agreement between Carnival Corporation and Meshulam
Zonis. (38)

10.36-Amendment to the Carnival Corporation "Fun Ship" Nonqualified
Savings Plan.(39)

10.37-Amendment to the Carnival Corporation Nonqualified Retirement Plan
for Highly Compensated Employees. (40)

10.38-2001 Outside Director Stock Option Plan (41).

10.39-Redemption Agreement, dated June 13, 2002, between CC U.S. Ventures,
Inc. and Continental Hospitality Holdings, LLC. (42)

10.40-Promissory Note, dated June 13, 2002, from Continental Hospitality
Holdings, LLC to CC U.S. Ventures, Inc. (43)

10.41-Guaranty Agreement, dated June 13, 2002, by Sherwood M. Weiser. (44)

10.42-Security and Pledge Agreement, dated June 13, 2002, between Sherwood
M. Weiser and CC U.S. Ventures, Inc. (45)

10.43-Carnival Corporation 2002 Stock Option Plan, as amended as of
September 25, 2002.

10.44-Service Agreement Letter dated May 28, 2002 between Costa Crociere,
S.p.A. and Pier Luigi Foschi. (46)

10.45-Succession Agreement to Registration Rights Agreement dated June 14,
1991, between Carnival Corporation and Ted Arison. (47)

10.46-Offer and Implementation Agreement between Carnival Corporation and
P&O Princess Cruises plc, dated January 8, 2003. (48)

12-Ratio of Earnings to Fixed Charges.

13-Portions of 2002 Annual Report incorporated by reference into 2002
Annual Report on Form 10-K.

21-Significant Subsidiaries of Carnival Corporation.

23-Consent of PricewaterhouseCoopers LLP.

99.1-Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

99.2-Certification of Chief Operating Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.

99.3-Certification of Chief Financial and Accounting Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


Sequential
Numbering
System
Exhibits

(1)Incorporated by reference to Exhibit No. 3 to our registration
statement on Form S-3 (File No. 333-68999), filed with the Securities and
Exchange Commission.

(2)Incorporated by reference to Exhibit 3.1 to our Quarterly Report on
Form 10-Q for the quarter ended May 31, 1999 (Commission File No. 1-9610),
filed with the Securities and Exchange Commission.

(3)Incorporated by reference to Exhibit 3.1 to our Quarterly Report on
Form 10-Q for the quarter ended May 31, 2000 (Commission File No. 1-9610),
filed with the Securities and Exchange Commission.

(4)Incorporated by reference to Exhibit No. 3.2 to our registration
statement on Form S-1 (File No. 33-14844), filed with the Securities and
Exchange Commission.

(5)Incorporated by reference to Exhibit No. 10.2 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1997 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(6)Incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the quarter ended August 31, 2000 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(7)Incorporated by reference to Exhibit No. 10.4 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1997 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(8)Incorporated by reference to Exhibit No. 10.5 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1998 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(9)Incorporated by reference to Exhibit No. 10.6 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1997 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(10)Incorporated by reference to Exhibit No. 10.7 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1997 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(11)Incorporated by reference to Exhibit No. 10.4 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1990 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(12)Incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the quarter ended May 31, 2001 (Commission File No. 1-9610),
filed with the Securities and Exchange Commission.

(13)Incorporated by reference to Exhibit No. 4.3 to post-effective
amendment no. 1 on Form S-3 to our registration statement on Form S-1
(File No. 33-24747), filed with the Securities and Exchange Commission.

(14)Incorporated by reference to Exhibit No. 10.40 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1992 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(15)Incorporated by reference to Exhibit No. 10.13 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 2000 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(16)Incorporated by reference to Exhibit No. 10.14 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 2000 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(17)Incorporated by reference to Exhibit No. 28.1 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1990 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(18)Incorporated by reference to Exhibit No. 28.3 to our registration
statement on Form S-1 (File No. 33-14844), filed with the Securities and
Exchange Commission.

(19)Incorporated by reference to Exhibit No. 28.4 to our registration
statement on Form S-1 (File No. 33-14844), filed with the Securities and
Exchange Commission.

(20)Incorporated by reference to Exhibit No. 28.5 to our registration
statement on Form S-1 (File No. 33-14844), filed with the Securities and
Exchange Commission.

(21)Incorporated by reference to Exhibit No. 10.5 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1996 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(22)Incorporated by reference to Exhibit No. 10.6 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1996 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(23)Incorporated by reference to Exhibit No. 10.7 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1996 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(24)Incorporated by reference to Exhibit No. 10.8 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1996 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(25)Incorporated by reference to Exhibit No. 10.36 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1998 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(26)Incorporated by reference to Exhibit No. 10.37 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1998 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(27)Incorporated by reference to Exhibit 4.7 to our registration statement
on form S-3 (File No. 333-74190), filed with the Securities and Exchange
Commission.

(28)Incorporated by reference to Exhibit 4.6 to our registration statement
on form S-3 (File No. 333-74190), filed with the Securities and Exchange
Commission.

(29)Incorporated by reference to Exhibit 4.5 to our registration statement
on form S-3 (File No. 333-62950), filed with the Securities and Exchange
Commission.

(30)Incorporated by reference to Exhibit 4.6 to our registration statement
on form S-3 (File No. 333-62950), filed with the Securities and Exchange
Commission.

(31)Incorporated by reference to Exhibit 4.7 to our registration statement
on form S-3 (File No. 333-62950), filed with the Securities and Exchange
Commission.

(32)Incorporated by reference to Exhibit No. 4 to our registration
statement on Form S-3 (File No. 33-53136), filed with the Securities and
Exchange Commission.

(33)Incorporated by reference to Exhibit No. 10.32 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1999 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(34)Incorporated by reference to Exhibit No. 10.31 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 2000 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(35)Incorporated by reference to Exhibit No. 10.33 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 1999 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(36)Incorporated by reference to Exhibit No. 10.33 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 2000 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(37)Incorporated by reference to Exhibit No. 10.34 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 2000 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

(38) Incorporated by reference to Exhibit No. 10.35 to our Annual Report
on Form 10-K for the fiscal year ended November 30, 2000 (Commission File
No. 1-9610), filed with the Securities and Exchange Commission.

(39) Incorporated by reference to Exhibit No. 10.37 to our Annual Report
on Form 10-K for the fiscal year ended November 30, 2001 (Commission file
No, 1-9610), filed with the Securities and Exchange Commission.

(40) Incorporated by reference to Exhibit No. 10.38 to our Annual Report
on Form 10-K for the fiscal year ended November 30, 2001 (Commission File
No. 1-9610), filed with the Securities and Exchange Commission.

(41) Incorporated by reference to Exhibit No. 10.9 to our Annual Report on
Form 10-K for the fiscal year ended November 30, 2001 (Commission File No.
1-9610), filed with the Securities and Exchange Commission.

 (42) Incorporated by reference to Exhibit No. 10.1 to our Quarterly
Report on Form 10-Q for the quarter ended August 31, 2002 (Commission File
No. 1-9610), filed with the Securities and Exchange Commission.

(43) Incorporated by reference to Exhibit No. 10.2 to our Quarterly Report
on Form 10-Q for the quarter ended August 31, 2002 (Commission File No. 1-
9610), filed with the Securities and Exchange Commission.

(44) Incorporated by reference to Exhibit No. 10.3 to our Quarterly Report
on Form 10-Q for the quarter ended August 31, 2002 (Commission File No. 1-
9610), filed with the Securities and Exchange Commission.

(45) Incorporated by reference to Exhibit No. 10.4 to our Quarterly Report
on Form 10-Q for the quarter ended August 31, 2002 (Commission File No. 1-
9610), filed with the Securities and Exchange Commission.

(46) Incorporated by reference to Exhibit No. 10.2 to our Quarterly Report
on Form 10-Q for the quarter ended May 31, 2002 (Commission file No. 1-
9610), filed with the Securities and Exchange Commission.

(47) Incorporated by reference to Exhibit No. 10.3 to our Quarterly Report
on Form 10-Q for the quarter ended May 31, 2002 (Commission file No. 1-
9610), filed with the Securities and Exchange Commission.

(48) Incorporated by reference to Exhibit No. 99.2 to our Form 8-K dated
January 8, 2003 (Commission file No. 1-9610), filed with the Securities
and Exchange Commission.




                                                               EXHIBIT 4.1


February 13, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

RE: Carnival Corporation
    Commission File No. 1-9610

Gentlemen:

Pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended, Carnival Corporation (the
"Company") hereby agrees to furnish copies of certain long-term debt
instruments to the Securities and Exchange Commission upon the request of
the Commission, and, in accordance with such regulation, such instruments
are not being filed as part of the Annual Report on Form 10-K of the
Company for its fiscal year ended November 30, 2002.

Very truly yours,

CARNIVAL CORPORATION

/s/ Arnaldo Perez


Senior Vice President, General Counsel
and Secretary



                                                       Exhibit 10.1


                    RETIREMENT AND CONSULTING AGREEMENT


AGREEMENT made this 5th day of November, 2002 between CARNIVAL
CORPORATION, having its principal place of business at 3655 Northwest 87th
Avenue, Miami, Florida 33178, and its wholly owned subsidiaries, Holland
America Line Inc., Holland America Line N.V., HAL Cruises Limited,
Windstar Sail Cruises Limited, Wind Star Limited, Wind Spirit Limited,
Westmark Hotels, Inc., Westmark Hotels of Canada, Ltd., Westours
Motorcoaches, Inc., Evergreen Trails, Inc., Trailway Tours, Inc.,
Worldwide Shore Services, Inc., and HAL Properties Limited., having their
principal places of business at 300 Elliott Avenue West, Seattle,
Washington 98119 (collectively, the "Companies") and Alton Kirk Lanterman
("Lanterman"), residing at 714 West Galer Street, Seattle, Washington
98119.

RECITALS:

A. Lanterman has served as Chairman or President and Chief Executive
Officer of Holland America Line Inc.,  ("HAL", formerly Holland America
Line-Westours, Inc.) since January 1989 and has performed exemplary
service during said years.

B. The Companies desire to compensate Lanterman for such exemplary
   service by way of retirement pay.

C. The Companies desire to retain Lanterman's consulting services
    following such retirement on the terms set forth in this Agreement.

IN CONSIDERATION of past services as related above and the consulting
services related below, it is agreed as follows:

1. Compensation for Past Services and Consulting Services

    1.1 For a period of fifteen (15) years following the date of retirement
        by Lanterman from active services with the Companies (the "Retirement
        Date"), the Companies shall pay to Lanterman, in monthly
        installments of $153,527, an annual compensation of $1,842,324.

    1.2 In the event of Lanterman's death prior to the Retirement Date, or
        prior to the fifteenth anniversary of the Retirement Date, the
        unpaid balance of this total compensation ($27,634,860) shall be paid
        in full to Lanterman's estate within 30 days of his death.  The
        unpaid balance shall be its then present value calculated by
        utilization of an interest rate of 8.5% per year.

2. Consulting Services

Commencing on the Retirement Date and for a period of fifteen (15) years,
Lanterman agrees to perform consulting services for the Companies in
regard to the business operations of HAL upon the specific written request
of the Companies.  Such services shall be provided during normal business
hours, on such dates, for such time and at such locations as shall be
agreeable to Lanterman.  Such services shall not require more than five
(5) hours in any calendar month, unless expressly consented to by
Lanterman, whose consent may be withheld for any reason whatsoever.  The
Companies will reimburse Lanterman for any out-of-pocket expenses incurred
by him in the performance of said services.

3.Independent Contractor

Lanterman acknowledges that commencing on the Retirement Date, he will be
solely an independent contractor and consultant.  He further acknowledges
that he will not consider himself to be an employee of the Companies and
will not be entitled to any employment rights or benefits of the
Companies.

4. Confidentiality

Lanterman will keep in strictest confidence, both during the term of this
Agreement and subsequent to termination of this Agreement, and will not
during the term of this Agreement or thereafter disclose or divulge to any
person, firm or corporation, or use directly or indirectly, for his own
benefit or the benefit of others, any confidential information of the
Companies, including, without limitation, any trade secrets respecting the
business or affairs of the Companies which he may acquire or develop in
connection with or as a result of the performance of his services
hereunder.  In the event of an actual or threatened breach by Lanterman of
the provisions of this paragraph, the Companies shall be entitled to
injunctive relief restraining Lanterman from the breach or threatened
breach as its sole remedy.  The Companies hereby waive their rights for
damages, whether consequential or otherwise.

5. Enforceable

The provisions of this Agreement shall be enforceable notwithstanding the
existence of any claim or cause of action of Lanterman against the
Companies, or the Companies against Lanterman, whether predicated on this
Agreement or otherwise.

6. Applicable Law

This Agreement shall be construed in accordance with the laws of the State
of Washington, and venue for any litigation concerning an alleged breach
of this Agreement shall be in King County, Washington, and the prevailing
party shall be entitled to reasonable attorney's fees and costs incurred.

7. Entire Agreement

This Agreement contains the entire agreement of the parties relating to
the subject matter hereof.  A similar agreement of November 2001 shall
become null and void upon the execution of this Agreement.  Any notice to
be given under this Agreement shall be sufficient if it is in writing and
is sent by certified or registered mail to Lanterman or to the Companies
to the attention of the President, or otherwise as directed by the
Companies, from time to time, at the addresses as they appear in the
opening paragraph of this Agreement.

8. Waiver

The waiver by either party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.


IN WITNESS WHEREOF, the Companies and Lanterman have duly executed this
agreement as of the day and year first above written.



                              CARNIVAL CORPORATION
                              By:/s/Howard S. Frank
                              Its:Vice Chairman of the Board of
                              Directors and Chief Operating
                              Officer


                              /s/ Alton Kirk Lanterman
                              Signature
                              Alton Kirk Lanterman
                              Print Full Name




HOLLAND AMERICA LINE INC.                HOLLAND AMERICA LINE N.V.
By: /s/Larry D. Calkins                  By: /s/Larry D. Calkins
Its: Vice President-Finance and CFO      Its:Authorized Signatory


HAL PROPERTIES LIMITED                   HAL CRUISES LIMITED
By: /s/Larry D. Calkins                  By: /s/Larry D. Calkins
Its:Authorized Signatory                 Its: Authorized Signatory


WINDSTAR SAIL CRUISES LIMITED            WIND STAR LIMITED
By: /s/Larry D. Calkins                  By: /s/Larry D. Calkins
Its:Authorized Signatory                 Its:Authorized Signatory


WIND SPIRIT LIMITED                      WESTMARK HOTELS, INC.
By: /s/Larry D. Calkins                  By: /s/Larry D. Calkins
Its:Authorized Signatory                 Its:Authorized Signatory


WESTMARK HOTELS OF CANADA LTD.           WESTOURS MOTOR COACHES INC.
By: /s/Larry D. Calkins                  By: /s/Larry D. Calkins
Its:Authorized Signatory                 Its:Authorized Signatory


EVERGREEN TRAILS, INC.                   TRAILWAYS TOURS INC.
By: /s/Larry D. Calkins                  By: /s/Larry D. Calkins
Its:Authorized Signatory                 Its:Authorized Signatory


WORLDWIDE SHORE SERVICES INC.
By: /s/Larry D. Calkins
Its:Authorized Signatory




                                                        Exhibit 10.43

                        CARNIVAL CORPORATION
                       2002 STOCK OPTION PLAN

                 (Effective as of January 14, 2002
                and amended as of September 25, 2002)

1.Purpose

     The purpose of the Plan is to provide a means through which the
Company and its Affiliates may attract able persons to enter and remain in
the employ of the Company and its Affiliates and to provide a means
whereby employees, directors and consultants of the Company and its
Affiliates can acquire and maintain Common Stock ownership, thereby
strengthening their commitment to the welfare of the Company and its
Affiliates and promoting an identity of interest between stockholders and
these persons.

     The Plan provides for granting Incentive Stock Options and
Nonqualified Stock Options.

2.Definitions

     The following definitions shall be applicable throughout the Plan.

(a)"Affiliate" means (i) any entity that directly or
indirectly is controlled by, controls or is under common control with the
Company, and (ii) any entity in which the Company has a significant equity
interest, in either case as determined by the Committee.

(b"Board" means the Board of Directors of the Company.

(c) "Cause" means the Company or an Affiliate having
"cause" to terminate a Participant's employment or service, as defined in
any existing employment, consulting or any other agreement between the
Participant and the Company or an Affiliate or, in the absence of such an
employment, consulting or other agreement, upon (i) the determination by
the Committee that the Participant has ceased to perform his duties to the
Company or an Affiliate (other than as a result of his incapacity due to
physical or mental illness or injury), which failure amounts to an
intentional and extended neglect of his duties to such party, (ii) the
Committee's determination that the Participant has engaged or is about to
engage in willful misconduct or conduct which causes or may reasonably be
expected to cause substantial damage to the Company or an Affiliate,
(iii) the Participant having been convicted of, or pleaded guilty or no
contest to, a felony or a crime involving moral turpitude or (iv) the
failure of the Participant to follow the lawful instructions of the Board
or any of his superiors.

(d)"Change of Control means, unless in the case of a
particular Option the applicable Stock Option Agreement states otherwise
or contains a different definition of "Change of Control," the occurrence
of any of the following:

(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of  50% or more (on a fully diluted basis) of either
(A) the then outstanding shares of common stock of the Company, taking
into account as outstanding for this purpose such common stock issuable
upon the exercise of options or warrants, the conversion of convertible
stock or debt, and the exercise of any similar right to acquire such
common stock (the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
Agreement, the following acquisitions shall not constitute a Change of
Control:  (I) any acquisition by the Company or any Affiliate, (II) any
acquisition by any employee benefit plan sponsored or maintained by the
Company or any Affiliate, (III) any acquisition by Marilyn B. Arison,
Micky Arison, Shari Arison, Michael Arison or their spouses or lineal
descendents, any trust established for the benefit of any of the
aforementioned Arison family members, or any Person directly or indirectly
controlling, controlled by or under common control with any of the
aforementioned Arison family members or any trust established for the
benefit of any of the aforementioned Arison family members or any
charitable trust or non-profit entity established by any person or entity
described in this clause (III),  (IV) any acquisition by any Person which
complies with clauses (A), (B) and (C) of subsection (v) of this Section
2(d), or (V) in respect of an Option held by a particular Participant, any
acquisition by the Participant or any "affiliate" (within the meaning of
17 C.F.R. 230.405) of the Participant (persons described in clauses (I),
(II), (III) (IV) and (V) being referred to hereafter as "Excluded
Persons");

(ii) Individuals who, on the date hereof, constitute
the Board (the "Incumbent Directors") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a
director subsequent to the date hereof, whose election or nomination for
election was approved by a vote of at least two-thirds of the Incumbent
Directors then on the Board (either by a specific vote or by approval of
the proxy statement of the Company in which such person is named as a
nominee for director, without written objection to such nomination) shall
be an Incumbent Director; provided, however, that no individual initially
elected or nominated as a director of the Company as a result of an actual
or threatened election contest with respect to directors or as a result of
any other actual or threatened solicitation of proxies or consents by or
on behalf of any person other than the Board shall be deemed to be an
Incumbent Director;

(iii)the dissolution or liquidation of the Company;

(iv)the sale of all or substantially all of the
business or assets of the Company; or

(v)the consummation of a merger, consolidation,
statutory share exchange or similar form of corporate transaction
involving the Company that requires the approval of the Company's
stockholders, whether for such transaction or the issuance of
securities in the transaction (a "Business Combination"), unless
immediately following such Business Combination:  (A) more than 50%
of the total voting power of (x) the corporation resulting from such
Business Combination (the "Surviving Company"), or (y) if applicable,
the ultimate parent corporation that directly or indirectly has
beneficial ownership of sufficient voting securities eligible to
elect a majority of the directors of the Surviving Company (the
"Parent Company"), is represented by the Outstanding Company Voting
Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which
the Outstanding Company Voting Securities were converted pursuant to
such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power
of the Company's Voting Securities among the holders thereof
immediately prior to the Business Combination, (B) no Person (other
than any Excluded Person), is or becomes the beneficial owner,
directly or indirectly, of  50% or more of the total voting power of
the outstanding voting securities eligible to elect directors of the
Parent Company (or, if there is no Parent Company, the Surviving
Company) and (C) at least a majority of the members of the board of
directors of the Parent Company (or, if there is no Parent Company,
the Surviving Company) following the consummation of the Business
Combination were Board members at the time of the Board's approval of
the execution of the initial agreement providing for such Business
Combination.

(e)"Code" means the Internal Revenue Code of 1986, as
amended.  Reference in the Plan to any section of the Code shall be deemed
to include any amendments or successor provisions to such section and any
regulations under such section.

(f)"Committee" means a committee of at least two people as
the Board may appoint to administer the Plan or, if no such committee has
been appointed by the Board, the Board.  Unless the Board is acting as the
Committee or the Board determines otherwise, each member of the Committee
shall, at the time he takes any action with respect to a Option under the
Plan, be an Eligible Director.  However, the mere fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate
any Option granted by the Committee which Option is otherwise validly
granted under the Plan.

(g)"Common Stock" means the common stock, par value
$0.01 per share, of the Company.

(h)"Company" means Carnival Corporation.

(i)"Date of Grant" means the date on which the granting of
an Option is authorized, or such other date as may be specified in such
authorization or, if there is no such date, the date indicated on the
applicable Stock Option Agreement.

(j)"Disability" means, unless in the case of a particular
Option, the applicable Option Agreement states otherwise, entitled to
receive benefits under the long-term disability plan of the Company or an
Affiliate, as may be applicable to the Participant in question, or, in the
absence of such a plan, the complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which a
Participant was employed or served when such disability commenced, as
determined by the Committee based upon medical evidence acceptable to it.
(k) "Effective Date" means January 14, 2002.

(l)"Eligible Director" means a person who is (i) a "non-
employee director" within the meaning of Rule 16b-3 under the Exchange
Act, or a person meeting any similar requirement under any successor rule
or regulation and (ii) an "outside director" within the meaning of Section
162(m) of the Code, and the Treasury Regulations promulgated thereunder.

(m)"Eligible Person" means any (i) individual regularly
employed by the Company or an Affiliate who satisfies all of the
requirements of Section 6; provided, however, that no such employee
covered by a collective bargaining agreement shall be an Eligible Person
unless and to the extent that such eligibility is set forth in such
collective bargaining agreement or in an agreement or instrument relating
thereto; (ii) director of the Company or an Affiliate or (iii) consultant
or advisor to the Company or an Affiliate who may be offered securities
pursuant to Form S-8 (which, as of the Effective Date, includes only those
who (A) are natural persons and (B) provide bona fide services to the
Company other than in connection with the offer or sale of securities in a
capital-raising transaction, and do not directly or indirectly promote or
maintain a market for the Company's securities).

(n)"Exchange Act" means the Securities Exchange Act of
1934, as amended.

(o)"Fair Market Value", on a given date means (i) if the
Stock is listed on a national securities exchange, the average of the
highest and lowest sale prices reported as having occurred on the primary
exchange with which the Stock is listed and traded on such date, or, if
there is no such sale on that date, then on the last preceding date on
which such a sale was reported; (ii) if the Stock is not listed on any
national securities exchange but is quoted in the National Market System
of the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") on a last sale basis, the average between the high bid
price and low ask price reported on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on
which a sale was reported; or (iii) if the Stock is not listed on a
national securities exchange nor quoted in the NASDAQ on a last sale
basis, the amount determined by the Committee to be the fair market value
based upon a good faith attempt to value the Stock accurately and computed
in accordance with applicable regulations of the Internal Revenue Service.

(p)"Incentive Stock Option" means an Option granted by the
Committee to a Participant under the Plan which is designated by the
Committee as an incentive stock option as described in Section 422 of the
Code and which otherwise meets the requirements set forth herein.

(q)"Mature Shares" means shares of Stock owned by a
Participant which are not subject to any pledge or other security interest
and have either been held by the Participant for six months, previously
acquired by the Participant on the open market or meet such other
requirements as the Committee may determine necessary in order to avoid an
accounting earnings charge on account of the use of such shares to pay the
Option Price or satisfy a withholding obligation in respect of an Option.

(r)"Nonqualified Stock Option" means an Option granted by
the Committee to a Participant under the Plan, which is not designated by
the Committee as an Incentive Stock Option.

(s) "Option" means an award granted under Section 7.

(t)"Option Period" means the period described in Section
7(c).

(u)"Option Price" means the exercise price for an Option as
described in Section 7(a).

(v)"Participant" means an Eligible Person who has been
selected by the Committee to participate in the Plan and to receive an
Option pursuant to Section 6.

(w)"Plan" means this Carnival Company 2002 Stock Option
Plan.

(x)"Securities Act" means the Securities Act of 1933, as
amended.

(y)"Retirement" means a termination of employment with the
Company and all Affiliates by a Participant on or after the earlier of (i)
age 65 with at least five years of employment with the Company and/or its
Affiliates or (ii) age 55 with at least 15 years of employment with the
Company and/or its Affiliates.

(z)"Stock" means the Common Stock or such other authorized
shares of stock of the Company as the Committee may from time to time
authorize for use under the Plan.

(aa)"Stock Option Agreement" means any agreement between
the Company and a Participant who has been granted an Option pursuant to
Section 7 which defines the rights and obligations of the parties thereto.

(bb)"Subsidiary" means any subsidiary of the Company as
defined in Section 424(f) of the Code.

3.  Effective Date, Duration and Shareholder Approval

The Plan is effective as of the Effective Date; provided that the
validity and exercisability of any and all Options is contingent upon
approval of the Plan by the shareholders of the Company in a manner
intended to comply with the shareholder approval requirements of Section
162(m) of the Code, and the validity and exercisability of any and all
Options intended to be Incentive Stock Options granted pursuant to the
Plan is contingent upon approval of the Plan by the shareholders of the
Company in a manner intended to comply with the shareholder approval
requirements of Section 422(b)(i) of the Code.

     The expiration date of the Plan, on and after which no Options may be
granted hereunder, shall be the tenth anniversary of the Effective Date;
provided, however, that the administration of the Plan shall continue in
effect until all matters relating to Options previously granted have been
settled.

4.Administration

     The Committee shall administer the Plan.  The majority of the members
of the Committee shall constitute a quorum.  The acts of a majority of the
members present at any meeting at which a quorum is present or acts
approved in writing by a majority of the Committee shall be deemed the
acts of the Committee.

     Subject to the provisions of the Plan and applicable law, the
Committee shall have the power, in addition to other express powers and
authorizations conferred on the Committee by the Plan, to:  (i) designate
Participants; (ii) determine the type or types of Options to be granted to
a Participant; (iii) determine the number of shares of Stock to be covered
by, or with respect to which payments, rights, or other matters are to be
calculated in connection with, Options; (iv) determine the terms and
conditions of any Options; (v) determine whether, to what extent, and
under what circumstances Options may be settled or exercised in cash,
Stock, other securities, other Options or other property, or canceled,
forfeited or suspended and the method or methods by which Options may be
settled, exercised, canceled, forfeited or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of
cash, Stock, other securities, other Options, other property and other
amounts payable with respect to an Option shall be deferred either
automatically or at the election of the holder thereof or of the
Committee; (vii) interpret, administer reconcile any inconsistency,
correct any default and/or supply any omission in the Plan and any
instrument or agreement relating to, or Option granted under, the Plan;
(viii) establish, amend, suspend, or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take
any other action specified under the Plan or that the Committee deems
necessary or desirable for the administration of the Plan.

(b)  Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect
to the Plan or any Option or any documents evidencing Options shall be
within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive and binding upon all parties, including,
without limitation, the Company, any Affiliate, any Participant, any
holder or beneficiary of any Option, and any shareholder.

5.Grant of Options; Shares Subject to the Plan

     The Committee may, from time to time, grant Options to one or more
Eligible Persons; provided, however, that:

(a)Subject to Section 9, the aggregate number of shares of
Stock in respect of which Options may be granted under the Plan shall not
exceed 40,000,000.

(b)Shares of Stock shall be deemed to have been used in
settlement of Options whether they are actually delivered.  In the event
any Option shall be surrendered, terminate, expire, or be forfeited, the
number of shares of Stock no longer subject thereto shall thereupon be
released and shall thereafter be available for new grants under the Plan;

(c)Stock delivered by the Company in settlement of Options
may be authorized and unissued Stock or Stock held in the treasury of the
Company or purchased on the open market or by private purchase; and

(d)Subject to Section 9, no person may be granted Options
under the Plan during any calendar year with respect to more than
2,000,000 shares of Stock; provided that such number shall be adjusted
pursuant to Section 9, and shares otherwise counted against such number,
only in a manner which will not cause the Options granted under the Plan
to fail to qualify as "performance-based compensation" under Section
162(m) of the Code.

(e)Without limiting the generality of the preceding
provisions of this Section 5, the Committee may, but solely with the
Participant's consent, agree to cancel any Option under the Plan and issue
a new Option in substitution therefor upon such terms as the Committee may
in its sole discretion determine, provided that the substituted Option
satisfies all applicable Plan requirements as of the date such new Option
is made.

6.  Eligibility

     Participation shall be limited to Eligible Persons who have received
written notification from the Committee, or from a person designated by
the Committee, that they have been selected to participate in the Plan.

7.  Terms of Options

     The Committee is authorized to grant one or more Incentive Stock
Options or Nonqualified Stock Options to any Eligible Person; provided,
however, that no Incentive Stock Options shall be granted to any Eligible
Person who is not an employee of the Company or a Subsidiary.  Each Option
so granted shall be subject to the following conditions, or to such other
conditions as may be reflected in the applicable Stock Option Agreement.

(a)Option Price.  The Option Price per share of Stock for
each Option shall be set by the Committee at the time of grant but shall
not be less than (i) in the case of an Incentive Stock Option, and subject
to Section 7(f), the Fair Market Value of a share of Stock at the Date of
Grant, and (ii) in the case of a Non-Qualified Stock Option, 85% of the
Fair Market Value of a share of Stock on the Date of Grant.

(b)Manner of Exercise and Form of Payment.  No shares of
Stock shall be delivered pursuant to any exercise of an Option until
payment in full of the Option Price therefor is received by the Company.
Options which have become exercisable may be exercised by delivery of
written notice of exercise to the Company accompanied by payment of the
Option Price.  The Option Price shall be payable in cash and/or shares of
Stock valued at the Fair Market Value at the time the Option is exercised
(including by means of attestation of ownership of a sufficient number of
shares of Stock in lieu of actual delivery of such shares to the Company),
provided that such shares of Stock are Mature Shares, or, in the
discretion of the Committee, either (i) in other property having a fair
market value on the date of exercise equal to the Option Price, (ii) by
delivering to the Committee a copy of irrevocable instructions to a
stockbroker to deliver promptly to the Company an amount of loan proceeds,
or proceeds of the sale of the Stock subject to the Option, sufficient to
pay the Option Price or (iii) by such other method as the Committee may
allow.

(c)Vesting, Option Period and Expiration.  Options shall
vest and become exercisable in such manner and on such date or dates
determined by the Committee and shall expire after such period, not to
exceed ten years, as may be determined by the Committee (the "Option
Period"); provided, however, that notwithstanding any vesting dates set by
the Committee, the Committee may, in its sole discretion, accelerate the
exercisability of any Option, which acceleration shall not affect the
terms and conditions of such Option other than with respect to
exercisability.  If an Option is exercisable in installments, such
installments or portions thereof which become exercisable shall remain
exercisable until the Option expires.

     Unless otherwise stated in the applicable Stock Option Agreement, an
Option shall expire earlier than the end of the Option Period in the
following circumstances:

(i)If prior to the end of the Option Period, the
Participant's employment or service with the Company and all
Affiliates is terminated by the Company without Cause or by the
Participant for any reason other than Retirement, the Option shall
expire on the earlier of the last day of the Option Period or the
date that is three months after the date of such termination;
provided, however, that any Participant whose employment or service
with the Company or any Affiliate is terminated and who is
subsequently rehired or reengaged by the Company or any Affiliate
prior to the expiration of the Option shall not be considered to have
undergone a termination.  In the event of a termination described in
this clause (i), the Option shall remain exercisable by the
Participant until its expiration only to the extent the Option was
exercisable at the time of such termination.

(ii)If the Participant dies or is terminated on
account of Disability prior to the end of the Option Period and while
still in the employ or service of the Company or an Affiliate, or
dies following a termination described in clause (i) above but prior
to the expiration of an Option, the Option shall expire on the
earlier of the last day of the Option Period or the date that is one
year after the date of death or termination on account of Disability
of the Participant, as applicable.  In such event, the Option shall
remain exercisable by the Participant or his or her beneficiary
determined in accordance with Section 8(p), as applicable, until its
expiration only to the extent the Option was exercisable by the
Participant at the time of such event.

(iii)If the Participant ceases employment or service
with the Company and Affiliates due to a termination by the Company
or an Affiliate for Cause, the Option shall expire immediately upon
such cessation of employment or service.

Unless stated otherwise in an applicable Stock Option Agreement, if
the Participant terminates by reason of Retirement prior to the end of the
Option Period, the Option shall (i) expire at the end of the Option Period
and (ii) continue vesting in accordance with the vesting schedule set
forth in the Stock Option Agreement, without regard to any requirement in
such vesting schedule that the Participant remain employed with the
Company or an Affiliate as a condition to vesting.
(d)Other Terms and Conditions.  Except as specifically
provided otherwise in a Stock Option Agreement, each Option granted under
the Plan shall be subject to the following terms and conditions:
(i)Each Option or portion thereof that is exercisable
shall be exercisable for the full amount or for any part thereof.
(ii)Each share of Stock purchased through the exercise
of an Option shall be paid for in full at the time of the exercise.
Each Option shall cease to be exercisable, as to any share of Stock,
when the Participant purchases the share or when the Option expires.
(iii)Subject to Section 8(h), Options shall not be
transferable by the Participant except by will or the laws of descent
and distribution and shall be exercisable during the Participant's
lifetime only by him.

(iv)Each Option shall vest and become exercisable by
the Participant in accordance with the vesting schedule established
by the Committee and set forth in the Stock Option Agreement.

(v)At the time of any exercise of an Option, the
Committee may, in its sole discretion, require a Participant to
deliver to the Committee a written representation that the shares to
be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof.  Upon such
a request by the Committee, delivery of such representation prior to
the delivery of any shares issued upon exercise of an Option shall be
a condition precedent to the right of the Participant or such other
person to purchase any shares.  In the event certificates for Stock
are delivered under the Plan with respect to which such investment
representation has been obtained, the Committee may cause a legend or
legends to be placed on such certificates to make appropriate
reference to such representation and to restrict transfer in the
absence of compliance with applicable federal or state securities
laws.

(vi)Each Participant awarded an Incentive Stock Option
under the Plan shall notify the Company in writing immediately after
the date he makes a disqualifying disposition of any Stock acquired
pursuant to the exercise of such Incentive Stock Option.  A
disqualifying disposition is any disposition (including any sale) of
such Stock before the later of (a) two years after the Date of Grant
of the Incentive Stock Option or (b) one year after the date the
Participant acquired the Stock by exercising the Incentive Stock
Option.

(vii)Except as specifically provided otherwise in a
Stock Option Agreement, any Participant who is classified as a
"shipboard employee," and who has not otherwise evidenced a specific
intent to permanently terminate his employment with the Company and
all Affiliates (as reasonably determined by the Committee) shall not
be considered to have terminated employment with the Company and all
Affiliates until a six-month period has expired from his signing off
of a ship without physically signing on to another ship.

(e)Incentive Stock Option Grants to 10% Stockholders.
Notwithstanding anything to the contrary in this Section 7, if an
Incentive Stock Option is granted to a Participant who owns stock
representing more than ten percent of the voting power of all classes of
stock of the Company or of a Subsidiary, the Option Period shall not
exceed five years from the Date of Grant of such Option and the Option
Price shall be at least 110 percent of the Fair Market Value (on the Date
of Grant) of the Stock subject to the Option.

(f)$100,000 Per Year Limitation for Incentive Stock
Options.  To the extent the aggregate Fair Market Value (determined as of
the Date of Grant) of Stock for which Incentive Stock Options are
exercisable for the first time by any Participant during any calendar year
(under all plans of the Company) exceeds $100,000, such excess Incentive
Stock Options shall be treated as Nonqualified Stock Options.

(g)Voluntary Surrender.  The Committee may permit the
voluntary surrender of all or any portion of any Nonqualified Stock Option
granted under the Plan to be conditioned upon the granting to the
Participant of a new option for the same or a different number of shares
as the option surrendered or require such voluntary surrender as a
condition precedent to a grant of a new Option to such Participant.  Such
new Option shall be exercisable at an Option Price, during an Option
Period, and in accordance with any other terms or conditions specified by
the Committee at the time the new Option is granted, all determined in
accordance with the provisions of the Plan without regard to the Option
Price, Option Period, or any other terms and conditions of the
Nonqualified Stock Option surrendered.

8.General

(a)Additional Provisions of an Option.  Options granted to
a Participant under the Plan also may be subject to such other provisions
(whether or not applicable to the benefit awarded to any other
Participant) as the Committee determines appropriate including, without
limitation, provisions to assist the Participant in financing the purchase
of Stock upon the exercise of options, provisions for the forfeiture of or
restrictions on resale or other disposition of shares of Stock acquired
under any Option, provisions giving the Company the right to repurchase
shares of Stock acquired under any Option in the event the Participant
elects to dispose of such shares, provisions allowing the Participant to
elect to defer the receipt of shares of Stock upon the exercise of Options
for a specified time or until a specified event, and provisions to comply
with Federal and state securities laws and Federal and state tax
withholding requirements.  Any such provisions shall be reflected in the
applicable Stock Option Agreement.

(b)Privileges of Stock Ownership.  Except as otherwise
specifically provided in the Plan, no person shall be entitled to the
privileges of ownership in respect of shares of Stock which are subject to
Options hereunder until such shares have been issued to that person.

(c)Government and Other Regulations.  The obligation of the
Company to issue shares of Stock upon the exercise of Options shall be
subject to all applicable laws, rules, and regulations, and to such
approvals by governmental agencies as may be required.  Notwithstanding
any terms or conditions of any Option to the contrary, the Company shall
be under no obligation to offer to sell or to sell and shall be prohibited
from offering to sell or selling any shares of Stock pursuant to an Option
unless such shares have been properly registered for sale pursuant to the
Securities Act with the Securities and Exchange Commission or unless the
Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant
to an available exemption therefrom and the terms and conditions of such
exemption have been fully complied with.  The Company shall be under no
obligation to register for sale under the Securities Act any of the shares
of Stock to be offered or sold under the Plan.  If the shares of Stock
offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may
restrict the transfer of such shares and may legend the Stock certificates
representing such shares in such manner as it deems advisable to ensure
the availability of any such exemption.

(d)Tax Withholding.

(i) Under the Code the Company or any Affiliate may be
required  and, if withholding is required, is authorized to withhold from
any Stock or other property deliverable under any Option or from any
compensation or other amounts owing to a Participant the amount (in cash,
Stock or other property) of any required tax withholding and payroll taxes
in respect of an Option, its exercise, or any payment or transfer under an
Option or under the Plan and to take such other action as may be necessary
in the opinion of the Company to satisfy all obligations for the payment
of such taxes.

(ii) Without limiting the generality of clause (i)
above, the Committee may, in its sole discretion, permit a Participant to
satisfy, in whole or in part, the foregoing withholding liability (but no
more than the minimum required withholding liability if using method B or
C of this subsection) by (A) payment in cash; (B) delivery of shares of
Stock owned by the Participant (which shares must be Mature Shares) with a
Fair Market Value equal to such withholding liability or (C) having the
Company withhold from the number of shares of Stock otherwise issuable
pursuant to the exercise of the Option a number of shares with a Fair
Market Value equal to such withholding liability.

(e)Claim to Options and Employment Rights.  No employee of
the Company or an Affiliate, or other person, shall have any claim or
right to be granted an Option under the Plan or, having been selected for
the grant of an Option, to be selected for a grant of any other Option.
Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ or service
of the Company or an Affiliate.

(f)No Liability of Committee Members.  No member of the
Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on his behalf in his capacity as a
member of the Committee nor for any mistake of judgment made in good
faith, and the Company shall indemnify and hold harmless each member of
the Committee and each other employee, officer or director of the Company
to whom any duty or power relating to the administration or interpretation
of the Plan may be allocated or delegated, against any cost or expense
(including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud or
willful bad faith; provided, however, that approval of the Board shall be
required for the payment of any amount in settlement of a claim against
any such person.  The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may
be entitled under the Company's Articles of Incorporation or By-Laws, as a
matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.

(g)Governing Law.  The Plan shall be governed by and
construed in accordance with the internal laws of the State of Florida
without regard to the principles of conflicts of law thereof, or
principals of conflicts of laws of any other jurisdiction which could
cause the application of the laws of any jurisdiction other than the State
of Florida.

(h)Nontransferability.

(i)  Each Option shall be exercisable only by a
Participant during the Participant's lifetime, or, if permissible under
applicable law, by the Participant's legal guardian or representative.  No
Option may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant otherwise than by will or by
the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be
void and unenforceable against the Company or an Affiliate; provided that
the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.
(ii)  Notwithstanding the foregoing, the Committee
may, in its sole discretion, permit Nonqualified Stock Options to be
transferred by a Participant, without consideration, subject to such rules
as the Committee may adopt consistent with any applicable Stock Option
Agreement to preserve the purposes of the Plan, to:

(A)  any person who is a "family member" of the
Participant, as such term is used in the instructions
to Form S-8 (collectively, the "Immediate Family
Members");

(B)  a trust solely for the benefit of the Participant and
his Immediate Family Members;

(C)  a partnership or limited liability company whose only
partners or shareholders are the Participant and his
Immediate Family Members; or

(D)  any other transferee as may be approved either (a) by
the Board or the Committee in its sole discretion, or
(b) as provided in the applicable Stock Option
Agreement;

(each transferee described in clauses (A), (B), (C)  and (D) above is
hereinafter referred to as a "Permitted Transferee"); provided that the
Participant gives the Committee advance written notice describing the
terms and conditions of the proposed transfer and the Committee notifies
the Participant in writing that such a transfer would comply with the
requirements of the Plan.

(iii)  The terms of any Option transferred in
accordance with the immediately preceding sentence shall apply to the
Permitted Transferee and any reference in the Plan, or in any applicable
Stock Option Agreement, to a Participant shall be deemed to refer to the
Permitted Transferee, except that (A) Permitted Transferees shall not be
entitled to transfer any Options, other than by will or the laws of
descent and distribution; (B) Permitted Transferees shall not be entitled
to exercise any transferred Options unless there shall be in effect a
registration statement on an appropriate form covering the shares to be
acquired pursuant to the exercise of such Option if the Committee
determines, consistent with any applicable Stock Option Agreement, that
such a registration statement is necessary or appropriate, (C) the
Committee or the Company shall not be required to provide any notice to a
Permitted Transferee, whether or not such notice is or would otherwise
have been required to be given to the Participant under the Plan or
otherwise, and (D) the consequences of termination of the Participant's
employment by, or services to, the Company or an Affiliate under the terms
of the Plan and the applicable Stock Option Agreement shall continue to be
applied with respect to the Participant, following which the Options shall
be exercisable by the Permitted Transferee only to the extent, and for the
periods, specified in the Plan and the applicable Stock Option Agreement.

(i)Reliance on Reports.  Each member of the Committee and
each member of the Board shall be fully justified in relying, acting or
failing to act, and shall not be liable for having so relied, acted or
failed to act in good faith, upon any report made by the independent
public accountant of the Company and Affiliates and upon any other
information furnished in connection with the Plan by any person or persons
other than himself.

(j)Relationship to Other Benefits.  No payment under the
Plan shall be taken into account in determining any benefits under any
pension, retirement, profit sharing, group insurance or other benefit plan
of the Company or any Affiliate except as otherwise specifically provided
in such other plan.

(k)Expenses.  The expenses of administering the Plan shall
be borne by the Company and Affiliates.

(l)Pronouns.  Masculine pronouns and other words of
masculine gender shall refer to both men and women.

(m)Titles and Headings.  The titles and headings of the
sections in the Plan are for convenience of reference only, and in the
event of any conflict, the text of the Plan, rather than such titles or
headings shall control.

(n)Termination of Employment.  For all purposes herein, a
person who transfers from employment or service with the Company to
employment or service with an Affiliate or vice versa shall not be deemed
to have terminated employment or service with the Company or such
Affiliate.

(o)Severability.  If any provision of the Plan or any Stock
Option Agreement is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction or as to any person or Option, or would
disqualify the Plan or any Option under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform
to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the
intent of the Plan or the Option, such provision shall be stricken as to
such jurisdiction, person or Option and the remainder of the Plan and any
such Option shall remain in full force and effect.

(p)Beneficiary Designation.  Each Participant may designate
one or more beneficiaries by delivering a signed written designation
thereof to the Committee.  Upon the death of a Participant, his
beneficiaries shall be entitled to the Options granted to such Participant
under the terms of this Plan.  A Participant may change his beneficiary
designation at any time by delivering a new designation in accordance with
the first sentence of this paragraph.  Any designation shall become
effective only upon its receipt by the Committee.  In the absence of an
effective beneficiary designation in accordance with this Section 8(p), a
Participant's beneficiary shall be his estate.  After receipt of Options
as described in this paragraph, beneficiaries will only be able to
exercise such Options in accordance with Section 7(c)(ii) of this Plan.

9.Changes in Capital Structure

     Options granted under the Plan and any Stock Option Agreements, the
maximum number of shares of Stock subject to all Options and Incentive
Stock Options stated in Section 5(a) and the maximum number of shares of
Stock with respect to which any one person may be granted Options during
any period stated in Section 5(d) shall be subject to adjustment or
substitution, as determined by the Committee in its sole discretion, as to
the number, price or kind of a share of Stock or other consideration
subject to such Options or as otherwise determined by the Committee to be
equitable (i) in the event of changes in the outstanding Stock or in the
capital structure of the Company by reason of stock or extraordinary cash
dividends, stock splits, reverse stock splits, recapitalization,
reorganizations, mergers, consolidations, combinations, exchanges, or
other relevant changes in capitalization occurring after the Date of Grant
of any such Option or (ii) in the event of any change in applicable laws
or any change in circumstances which results in or would result in any
substantial dilution or enlargement of the rights granted to, or available
for, Participants, or which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan.  Any
adjustment in Incentive Stock Options under this Section 9 shall be made
only to the extent not constituting a "modification" within the meaning of
Section 424(h)(3) of the Code, and any adjustments under this Section 9
shall be made in a manner which does not adversely affect the exemption
provided pursuant to Rule 16b-3 under the Exchange Act.  Further, with
respect to Options intended to qualify as "performance-based compensation"
under Section 162(m) of the Code, such adjustments or substitutions shall
be made only to the extent that the Committee determines that such
adjustments or substitutions may be made without causing the Company to be
denied a tax deduction on account of Section 162(m) of the Code.  The
Company shall give each Participant notice of an adjustment hereunder and,
upon notice, such adjustment shall be conclusive and binding for all
purposes.

Notwithstanding the above, in the event of any of the following:

A.	The Company is merged or consolidated with another corporation or
entity and, in connection therewith, consideration is received by
shareholders of the Company in a form other than stock or other equity
interests of the surviving entity;

B.	All or substantially all of the assets of the Company are acquired by
another person;

C.	The reorganization or liquidation of the Company; or

D.	The Company shall enter into a written agreement to undergo an event
described in clauses A, B or C above,then the Committee may, in its
discretion and upon at least 10 days advance notice to the affected
persons, cancel any outstanding Options and pay to the holders thereof, in
cash or stock, or any combination thereof, the value of such Options based
upon the price per share of Stock received or to be received by other
shareholders of the Company in the event.  The terms of this Section 9 may
be varied by the Committee in any particular Stock Option Agreement.

10.  Effect of Change of Control

     Except to the extent reflected in a particular Stock Option
Agreement:

(a)In the event of a Change of Control, notwithstanding any
provision of the Plan to the contrary, all Options shall become
immediately exercisable with respect to 100 percent of the shares subject
to such Option.

(b)In addition, in the event of a Change of Control, the
Committee may in its discretion and upon at least 10 days' advance notice
to the affected persons, cancel any outstanding Options and pay to the
holders thereof, in cash or stock, or any combination thereof, the value
of such Options based upon the price per share of Stock received or to be
received by other shareholders of the Company in the event.

(c)The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of
the assets and business of the Company.  The Company agrees that it will
make appropriate provisions for the preservation of Participants' rights
under the Plan in any agreement or plan which it may enter into or adopt
to effect any such merger, consolidation, reorganization or transfer of
assets.

11.  Nonexclusivity of the Plan

     Neither the adoption of this Plan by the Board nor the submission of
this Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under
this Plan, and such arrangements may be either applicable generally or
only in specific cases.

12.  Amendments and Termination

(a)	Amendment and Termination of the Plan.  The Board may amend, alter,
suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided that no such amendment, alteration, suspension,
discontinuation or termination shall be made without shareholder approval
if such approval is necessary to comply with any tax or regulatory
requirement applicable to the Plan (including as necessary to prevent the
Company from being denied a tax deduction on account of Section 162(m) of
the Code); and provided further that any such amendment, alteration,
suspension, discontinuance or termination that would impair the rights of
any Participant or any holder or beneficiary of any Option theretofore
granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.

(b)	Amendment of Stock Option Agreements.  The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, any Option theretofore granted or the
associated Stock Option Agreement, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would impair the rights
of any Participant in respect of any Option theretofore granted shall not
to that extent be effective without the consent of the affected
Participant.

                                *       *       *
     As adopted by the Board of Directors of Carnival Company as of
January 14, 2002 and amended as of September 25, 2002.



Ratio of Earnings to Fixed Charges
                                                                     EXHIBIT 12

                                      CARNIVAL CORPORATION
                                Ratio of Earnings to Fixed Charges
                                  (In thousands, except ratios)



                                             Years Ended November 30,
                                 2002        2001       2000       1999      1998
                                                            
Net income                 $1,015,941  $  926,200  $ 965,458  $1,027,240  $835,885
Income tax (benefit)
  expense, net                (56,562)    (12,257)     1,094       2,778     3,815

Income before
  income taxes                959,379     913,943    966,552   1,030,018   839,700

Adjustment to earnings:
  Minority interest                                               14,014    11,102
  Loss (income) from
    affiliated operations
    and dividends received                 56,910    (21,362)    (60,671)  (63,059)

Earnings as adjusted          959,379     970,853    945,190     983,361   787,743

Fixed charges:
  Interest expense, net       110,740     120,692     41,372      46,956    57,772
  Interest portion of
    rent expense (1)            4,985       4,409      3,509       3,405     3,480
  Capitalized interest         39,108      29,357     41,110      40,908    35,130

Total fixed charges           154,833     154,458     85,991      91,269    96,382

Fixed charges not affecting
  earnings:
    Capitalized interest      (39,108)    (29,357)   (41,110)    (40,908)  (35,130)
Earnings before fixed
  charges                  $1,075,104  $1,095,954  $ 990,071  $1,033,722  $848,995

Ratio of earnings to
  fixed charges                   6.9 x       7.1 x     11.5 x      11.3 x     8.8 x
___________________
(1) Represents one-third of rent expense, which we believe to be representative of the interest
portion of rent expense.




                                                                EXHIBIT 13

                                 CARNIVAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except earnings per share)




                                             Years Ended November 30,
                                          2002        2001        2000

Revenues                               $4,368,269  $4,535,751 $3,778,542

Costs and Expenses
  Operating                             2,311,919  2,468,730   2,058,342
  Selling and administrative              611,948    618,664     487,403
  Depreciation and amortization           382,343    372,224     287,667
  Impairment charge                        20,000    140,378
  Loss (income) from affiliated
    operations, net                                   44,024     (37,828)
                                        3,326,210  3,644,020   2,795,584

Operating Income                        1,042,059    891,731     982,958

Nonoperating (Expense) Income
  Interest income                          32,140     34,255      16,506
  Interest expense, net of
    capitalized interest                 (110,740)  (120,692)    (41,372)
  Other (expense) income, net              (4,080)   108,649       8,460
  Income tax benefit (expense), net        56,562     12,257      (1,094)
                                          (26,118)    34,469     (17,500)
Net Income                             $1,015,941  $ 926,200  $  965,458

Earnings Per Share
  Basic                                     $1.73      $1.58       $1.61
  Diluted                                   $1.73      $1.58       $1.60



The accompanying notes are an integral part of these consolidated
financial statements.


                               CARNIVAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except par value)


                                                          November 30,
ASSETS                                                 2002         2001

Current Assets
  Cash and cash equivalents                      $   666,700    $ 1,421,300
  Short-term investments                              39,005         36,784
  Accounts receivable, net                           108,327         90,763
  Inventories                                         91,310         91,996
  Prepaid expenses and other                         148,420        113,798
  Fair value of hedged firm commitments               78,390        204,347
    Total current assets                           1,132,152      1,958,988

Property and Equipment, Net                       10,115,404      8,390,230

Goodwill                                             681,056        651,814

Other Assets                                         297,175        188,915

Fair Value of Hedged Firm Commitments                109,061        373,605
                                                 $12,334,848    $11,563,552

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Current portion of long-term debt              $   148,642    $    21,764
  Accounts payable                                   268,687        269,467
  Accrued liabilities                                290,391        298,032
  Customer deposits                                  770,637        627,698
  Dividends payable                                   61,612         61,548
  Fair value of derivative contracts                  79,837        201,731
    Total current liabilities                      1,619,806      1,480,240

Long-Term Debt                                     3,011,969      2,954,854

Deferred Income and Other Long-Term Liabilities      170,814        157,998

Fair Value of Derivative Contracts                   114,356        379,683

Commitments and Contingencies (Notes 7 and 8)

Shareholders' Equity
  Common stock; $.01 par value; 960,000 shares
    authorized; 586,788 shares issued and
    outstanding at 2002 (620,019 shares issued
    at 2001)                                           5,868         6,200
  Additional paid-in capital                       1,089,125     1,805,248
  Retained earnings                                6,325,850     5,556,296
  Unearned stock compensation                        (11,181)      (12,398)
  Accumulated other comprehensive income (loss)        8,241       (36,932)
  Treasury stock; 33,848 shares at cost                           (727,637)
    Total shareholders' equity                     7,417,903     6,590,777
                                                 $12,334,848   $11,563,552

The accompanying notes are an integral part of these consolidated financial
statements








                                      CARNIVAL CORPORATION
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (in thousands)


                                                           Years Ended November 30,
                                                    2002            2001           2000
                                                                           
OPERATING ACTIVITIES
Net income                                      $ 1,015,941    $  926,200       $  965,458
Adjustments to reconcile net income to
  net cash provided by operating activities
    Depreciation and amortization                   382,343       372,224          287,667
    Impairment charge                                20,000       140,378
    Gain on sale of investments in affiliates, net               (116,698)
    Loss (income) from affiliated operations
      and dividends received                                        56,910         (21,362)
    Accretion of original issue discount             19,294         2,174              199
    Other                                            14,664        19,025          (14,888)
Changes in operating assets and liabilities,
  excluding businesses acquired and consolidated
    (Increase) decrease in
      Receivables                                    (5,452)       (7,134)          (15,132)
      Inventories                                     1,667         8,455            (8,205)
      Prepaid expenses and other                    (80,593)       43,691           (21,972)
    (Decrease) increase in
      Accounts payable                              (12,011)      (63,227)           58,133
      Accrued and other liabilities                 (28,380)         (335)           (5,977)
      Customer deposits                              141,559     (142,727)           55,614
        Net cash provided by operating activities  1,469,032    1,238,936         1,279,535

INVESTING ACTIVITIES
Additions to property and equipment, net          (1,986,482)     (826,568)     (1,003,348)
Proceeds from sale of investments
  in affiliates                                                    531,225
Proceeds from sale of property and equipment           4,071        15,000          51,350
Acquisition of consolidated subsidiary, net                                       (383,640)
Sale (purchase) of
  short-term investments, net                          2,213       (33,395)         22,170
Other, net                                           (39,855)      (28,178)         21,441
        Net cash used in investing activities     (2,020,053)     (341,916)     (1,292,027)

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt             231,940     2,574,281       1,020,091
Purchase of treasury stock                                                        (705,137)
Principal repayments of long-term debt             (189,678)   (1,971,026)       (388,429)
Dividends paid                                      (246,323)     (245,844)       (254,333)
Proceeds from issuance of common stock, net            7,240         5,274           7,811
Other, principally debt issuance costs                (1,544)      (25,531)
        Net cash (used in) provided by
          financing activities                      (198,365)      337,154        (319,997)
Effect of exchange rate changes on cash and
  cash equivalents                                    (5,214)       (2,156)
        Net (decrease) increase in cash and
          cash equivalents                          (754,600)    1,232,018        (332,489)
Cash and cash equivalents at beginning
  of year                                          1,421,300       189,282         521,771
Cash and cash equivalents at end of year          $  666,700    $1,421,300      $  189,282


The accompanying notes are an integral part of these consolidated financial
statements.





                                         CARNIVAL CORPORATION
                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                           (in thousands)



                                                           Unearned  Accumulated             Total
                          Compre-       Additional          stock      other                 share-
                          hensive Common paid-in  Retained  compen-  comprehensive Treasury  holders'
                          income  stock  capital  earnings  sation   income (loss)  stock    equity
                                                     C>                   

Balances at
  November 30, 1999            $6,170 $1,757,408    $4,176,498  $(9,945) $  1,116        $5,931,247
  Comprehensive income:
    Net income         $  965,458                      965,458                              965,458
    Foreign currency
      translation
      adjustment          (73,943)                                        (73,943)          (73,943)
    Unrealized losses on
      marketable
      securities, net      (2,232)                                         (2,232)           (2,232)
      Total comprehensive
      income           $  889,283
  Cash dividends                                      (250,923)                            (250,923)
  Issuance of stock under
    stock plans                     6     15,489                 (5,977)                      9,518
  Amortization of unearned stock
    compensation                                                  3,639                       3,639
  Effect of conforming Costa's
    reporting period                                    (7,010)                              (7,010)
  Purchase of treasury stock                                                     (705,137) (705,137)
Balances at
  November 30, 2000             6,176  1,772,897     4,884,023  (12,283) (75,059)(705,137)5,870,617
  Comprehensive income:
    Net income         $  926,200                      926,200                              926,200
    Foreign currency
      translation
      adjustment, net      45,781                                          45,781            45,781
    Unrealized gains on
      marketable
      securities, net       6,411                                           6,411             6,411
    Minimum pension
      liability adjustment (5,521)                                         (5,521)           (5,521)
    Changes related to cash
      flow derivative
      hedges, net          (4,330)                                         (4,330)           (4,330)
    Transition adjustment
      for cash flow
      derivative hedges    (4,214)                                         (4,214)           (4,214)
      Total comprehensive
      Income           $  964,327
  Cash dividends                                    (246,021)                              (246,021)
  Issuance of stock under
    stock plans                    24     32,351                (4,601)           (22,500)    5,274
  Amortization of unearned stock
    compensation                                                 4,486                        4,486
  Effect of conforming Airtours'
    reporting period                                  (7,906)                                (7,906)
Balances at
   November 30, 2001            6,200  1,805,248   5,556,296   (12,398) (36,932) (727,637)6,590,777
  Comprehensive income:
    Net income         $1,015,941                  1,015,941                              1,015,941
    Foreign currency
      Translation
      adjustment           51,294                                        51,294              51,294
    Minimum pension liability
      adjustment           (9,166)                                       (9,166)             (9,166)
    Unrealized gains on
      marketable
      securities, net       2,579                                         2,579               2,579
    Changes related to
    cash flow derivative
    hedges, net               466                                           466                 466
      Total
      Comprehensive
      income           $1,061,114
  Cash dividends                                   (246,387)                               (246,387)
  Issuance of stock under
    stock plans                    6      11,176                (3,942)                       7,240
  Retirement of
    treasury stock              (338)   (727,299)                                727,637
 Amortization of unearned stock
    compensation                                                 5,159                        5,159
Balances at November
   30, 2002                   $5,868  $1,089,125  $6,325,850  $(11,181) $  8,241 $       $7,417,903


The accompanying notes are an integral part of these consolidated financial statements.




                              CARNIVAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - General

     Description of Business

     Carnival Corporation is a Panamanian corporation and, together with
its consolidated subsidiaries, is referred to collectively in these
consolidated financial statements and elsewhere in this 2002 Annual Report
as "our," "us" and "we."  We are a global cruise vacation and leisure
travel provider that operates six cruise lines under the brand names
Carnival Cruise Lines ("CCL"), Costa Cruises ("Costa"), Cunard Line
("Cunard"), Holland America Line ("Holland America"), Seabourn Cruise Line
("Seabourn") and Windstar Cruises ("Windstar") and a tour business,
Holland America Tours ("Tours").  CCL operates eighteen cruise ships with
destinations primarily to the Caribbean, the Bahamas and the Mexican
Riviera. Holland America operates eleven cruise ships with destinations
primarily to Alaska, the Caribbean and Europe.  Costa operates eight
cruise ships with destinations primarily to Europe, the Caribbean and
South America.  Cunard operates two premium/luxury cruise ships and
Seabourn and Windstar each operate three luxury cruise ships with
destinations to the Caribbean, Europe, Central America, Tahiti and other
worldwide destinations.  Our current fleet of 45 ships has a passenger
capacity of 67,282 lower berths.  Tours is a leading cruise/tour operator
in Alaska and the Canadian Yukon.  Tours also markets sightseeing
packages, both separately and as a part of our cruise/tour packages.

     Preparation of Financial Statements

     The preparation of our consolidated financial statements in
accordance with accounting principles generally accepted in the United
States of America requires us to make estimates and assumptions that
affect the amounts reported and disclosed in our financial statements.
Actual results could differ from these estimates.  All material
intercompany accounts, transactions and unrealized profits and losses on
transactions within our consolidated group and with affiliates are
eliminated in consolidation.


NOTE 2 - Summary Of Significant Accounting Policies

     Basis of Presentation

     We consolidate subsidiaries over which we have control, as typically
evidenced by a direct ownership interest of greater than 50%.  For
affiliates where significant influence over financial and operating
policies exists, as typically evidenced by a direct ownership interest
from 20% to 50%, the investment is accounted for using the equity method.
 See Note 5.

     Prior to our acquisition of Costa in late fiscal 2000, we accounted
for our 50% interest in Costa using the equity method and recorded our
portion of Costa's operating results as earnings from affiliated
operations on a two-month lag basis. As of November 30, 2000, we changed
how we report Costa's operating results from a two-month lag basis to
reporting on Costa's current month's results. Accordingly, our November
30, 2000 consolidated balance sheet included Costa's November 30, 2000
balance sheet.  The impact of conforming Costa's reporting period on our
fiscal 2000 revenues, operating income and net income was not material.
Commencing in fiscal 2001, Costa's results of operations were also
consolidated on a current month basis in the same manner as our other
wholly-owned subsidiaries.  See Note 17.

     Cash and Cash Equivalents and Short-Term Investments

     Cash and cash equivalents include investments with original
maturities of three months or less are stated at cost. At November 30,
2002 and 2001, cash and cash equivalents included $616 million and $1.38
billion of investments, respectively, primarily comprised of strong
investment grade asset-backed debt obligations and money market funds.

     Short-term investments are comprised of marketable debt and equity
securities which are categorized as available for sale and, accordingly,
are stated at their fair values.  Unrealized gains and losses are included
as a component of accumulated other comprehensive income (loss) ("AOCI")
within shareholders' equity until realized.  The specific identification
method is used to determine realized gains or losses.

     Inventories

     Inventories consist primarily of provisions, spare parts, supplies
and fuel carried at the lower of cost or market.  Cost is determined using
the weighted average or first-in, first-out method.

     Property and Equipment

     Property and equipment are stated at cost.  Depreciation and
amortization was computed using the straight-line method over our
estimates of average useful lives and residual values, as a percentage of
original cost, as follows:



                                           Residual
                                            Values         Years

      Ships                                   15%            30
      Buildings and improvements            0-10%          5-40
      Transportation equipment and other    0-25%          2-20
      Leasehold improvements,
        including port facilities                 Shorter of lease term
                                                  or related asset life


     We review our long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of these assets
may not be fully recoverable.  The assessment of possible impairment is
based on our ability to recover the carrying value of our asset based on
our estimate of its undiscounted future cash flows.  If these estimated
undiscounted future cash flows are less than the carrying value of the
asset, an impairment charge is recognized for the excess, if any, of the
assets carrying value over its estimated fair value (see Notes 4 and 16).

     Dry-dock costs are included in prepaid expenses and are amortized to
operating expenses using the straight-line method generally over one year.

     Ship improvement costs that we believe add value to our ships are
capitalized to the ships, and depreciated over the improvements' estimated
useful lives, while costs of repairs and maintenance are charged to
expense as incurred.  We capitalize interest on ships and other capital
projects during their construction period.  Upon the replacement or
refurbishment of previously capitalized ship components, these assets'
estimated cost and accumulated depreciation are written-off and any
resulting gain or loss is recognized in our results of operations. No such
material gains or losses were recognized in fiscal 2002, 2001 or 2000.
See Note 3.

     Gains or losses on the sale of property and equipment are classified
as nonoperating other income or expense.  In fiscal 2002, we realized an
$8 million loss on the sale of the former Nieuw Amsterdam.

     Goodwill

     Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" requires companies to stop
amortizing goodwill and requires an annual, or when events or
circumstances dictate a more frequent, impairment review of goodwill.
Accordingly, upon adoption of SFAS No. 142 on December 1, 2001, we ceased
amortizing our goodwill, all of which has been allocated to our Costa,
Cunard and Holland America reportable units, which are all part of  our
reportable cruise segment.  We completed the transitional and annual
impairment tests of these reporting units' existing goodwill as of
December 1, 2001 and July 31, 2002, respectively, and determined that
their goodwill was not impaired.  There has been no change to our goodwill
carrying amount since November 30, 2001, other than the change resulting
from using a different foreign currency translation rate at November 30,
2002 compared to November 30, 2001.  If goodwill amortization, including
goodwill expensed as part of our loss or income from affiliated
operations, had not been recorded for fiscal 2001 and 2000 our adjusted
net income and adjusted basic and diluted earnings per share would have
been as follows (in thousands, except per share amounts):

                                                2001           2000

                  Net income                  $926,200       $965,458
                  Goodwill amortization         25,480         23,046
                  Adjusted net income         $951,680       $988,504

                  Adjusted earnings per share
                    Basic                        $1.63          $1.65
                    Diluted                      $1.62          $1.64

     The SFAS No. 142 goodwill impairment review consists of a two-step
process of first determining the fair value of the reporting unit and
comparing it to the carrying value of the net assets allocated to the
reporting unit.  Fair values of our reporting units were determined based
on our estimates of comparable market price or discounted future cash
flows.  If this fair value exceeds the carrying value, which was the case
for our reporting units, no further analysis or goodwill write-down is
required.  If the fair value of the reporting unit is less than the
carrying value of the net assets, the implied fair value of the reporting
unit is allocated to all the underlying assets and liabilities, including
both recognized and unrecognized tangible and intangible assets, based on
their fair value. If necessary, goodwill is then written-down to its
implied fair value.

     Prior to fiscal 2002, our goodwill was reviewed for impairment
pursuant to the same policy as our other long-lived assets as discussed
above (see Note 4) and our goodwill was amortized over 40 years using the
straight-line method. In addition, accumulated goodwill amortization at
November 30, 2001 was $118 million.

     Derivative Instruments and Hedging Activities

     We utilize derivative instruments, such as forward foreign currency
contracts to limit our exposure to fluctuations in foreign currency
exchange rates and interest rate swaps to manage our interest rate
exposure and to achieve a desired proportion of variable and fixed rate
debt (see Note 11).

     Our most significant contracts to buy foreign currency are forward
contracts entered into to fix the cost in United States ("U.S.") dollars
of seven of our foreign currency denominated shipbuilding commitments (see
Note 7).  If our shipbuilding contract is denominated in the functional
currency of the cruise line that is expected to be operating the ship, we
have not entered into a forward foreign currency contract to hedge that
commitment.

     Effective December 1, 2000, we adopted SFAS No. 133, as amended,
"Accounting for Derivative Instruments and Hedging Activities," which
requires that all derivative instruments be recorded on our balance sheet
at their fair values.  Derivatives that are not hedges must be recorded at
fair value and the changes in fair value must be immediately included in
earnings.  If a derivative is a fair value hedge, then changes in the fair
value of the derivative are offset against the changes in the fair value
of the underlying hedged firm commitment.  If a derivative is a cash flow
hedge, then changes in the fair value of the derivative are recognized as
a component of AOCI until the underlying hedged item is recognized in
earnings.  The ineffective portion of a hedge derivative's change in fair
value is immediately recognized in earnings. We formally document all
relationships between hedging instruments and hedged items, as well as our
risk management objectives and strategies for undertaking our hedge
transactions. Upon adoption, we recorded an adjustment of $4.2 million in
AOCI to record the unrealized net losses from our cash flow hedges that
existed on December 1, 2000.

     The total $187 million and $578 million of current and long-term fair
value of hedged firm commitment assets on our November 30, 2002 and 2001
balance sheets, respectively, includes $178 million and $567 million,
respectively, of unrealized gains on our shipbuilding commitments
denominated in foreign currencies because of the strengthening of the
dollar compared to the euro.  In addition, the total $194 million and $581
million of fair value of derivative contract liabilities on our November
30, 2002 and 2001 balance sheets, respectively, includes $178 million and
$567 million of unrealized losses on our forward foreign currency
contracts relating to those same shipbuilding commitments, which are used
to fix the cost of our shipbuilding commitments in U.S. dollars, and
effectively offsets the related hedged firm commitment assets.

     We classify the fair value of our derivative contracts and the fair
value of our offsetting hedged firm commitments as either current or long-
term liabilities and assets depending on whether the maturity date of the
derivative contract is within or beyond one year from our balance sheet
dates, respectively.  The cash flows from derivatives treated as hedges
are classified in our statements of cash flows in the same category as the
item being hedged.

     Derivative gains and losses included in AOCI are reclassified into
earnings at the same time the underlying hedged transaction is recorded in
earnings.  During fiscal 2002 and 2001, all net changes in the fair value
of both our fair value hedges and the offsetting hedged firm commitments
and our cash flow hedges were immaterial, as were any ineffective portions
of these hedges.  No fair value hedges or cash flow hedges were
derecognized or discontinued in fiscal 2002 and 2001, and the amount of
estimated unrealized net losses which are expected to be reclassified to
earnings in the next twelve months is not material.  At November 30, 2002
and 2001, AOCI included $8 million and $8.5 million of unrealized net
losses, respectively, from cash flow hedge derivatives, which were
substantially all variable to fixed interest rate swap agreements.

     Finally, if any of the three shipyards with which we have contracted
to build our ships is unable to perform, we would still be required to
perform under our foreign currency forward contracts related to that
shipyard's shipbuilding contracts.  Accordingly, based upon the
circumstances, we may have to discontinue the accounting for those forward
contracts as hedges, if the shipyard cannot perform.

     Prior to fiscal 2001, changes in the fair values of and any discounts
or premiums on, our shipbuilding forward foreign currency contract hedges
were recorded at maturity, which coincided with the dates when the related
foreign currency payments were to be made, with any resulting gains or
losses recorded as a decrease or increase, respectively, to the cost paid
for our ships.

     Revenue and Expense Recognition

     Guest cruise deposits represent unearned revenues and are initially
recorded as customer deposit liabilities on our balance sheet when
received. Customer deposits are subsequently recognized as cruise
revenues, together with revenues from onboard activities and all
associated direct costs of a voyage, generally upon completion of voyages
with durations of ten days or less and on a pro rata basis for voyages in
excess of ten days.  Future travel discount vouchers issued to guests are
recorded as a reduction of revenues when such vouchers are utilized.
Revenues and expenses from our tour and related services are recognized at
the time the services are performed or expenses are incurred.

      Advertising Costs

     Substantially all of our advertising costs are charged to expense as
incurred, except costs which result in tangible assets, such as brochures,
which are recorded as prepaid expenses and charged to expense as consumed.
 Media production costs are also recorded as prepaid expenses and charged
to expense upon the first airing of the advertisement.  Advertising
expenses totaled $208 million, $214 million and $181 million in fiscal
2002, 2001 and 2000, respectively.  At November 30, 2002 and 2001, the
amount of advertising costs included in prepaid expenses was not material.

     Foreign Currency Translations and Transactions

     For our foreign subsidiaries and affiliates using the local currency
as their functional currency, assets and liabilities are translated at
exchange rates in effect at the balance sheet dates.  Translation
adjustments resulting from this process are reported in AOCI.  Revenues
and expenses of these foreign subsidiaries and affiliates are translated
at weighted-average exchange rates for the period.  Exchange gains and
losses arising from transactions denominated in a currency other than the
functional currency of the entity involved are immediately included in our
earnings.

     Earnings Per Share

     Basic earnings per share is computed by dividing net income by the
weighted average number of shares of common stock outstanding during each
period. Diluted earnings per share is computed by dividing net income by
the weighted-average number of shares of common stock, common stock
equivalents and other potentially dilutive securities outstanding during
each period.  See Note 14.

     Stock-Based Compensation

     Pursuant to SFAS No. 123, "Accounting for Stock-Based Compensation,"
we elected to use the intrinsic value method of accounting for our
employee and director stock-based compensation awards.  Accordingly, we
have not recognized compensation expense for our noncompensatory employee
and director stock option awards.  Our pro forma net income and earnings
per share for fiscal 2002 and 2001, had we elected to adopt the fair value
approach of SFAS No. 123, which charges earnings for the estimated fair
value of stock options, would have been $991 million and $904 million and
$1.69 and $1.54, respectively, and would not have been materially
different from reported net income and earnings per share for fiscal 2000.

     As determined below, the weighted-average fair values of options we
granted during fiscal 2002, 2001 and 2000 were $12.16, $12.67 and $13.31
per share, respectively, at the dates of grant. As recommended by SFAS No.
123, the fair values of options were estimated using the Black-Scholes
option pricing model with the following weighted-average assumptions for
fiscal 2002, 2001 and 2000, respectively; expected dividend yields of
1.23%, 1.16% and 1.17%; expected volatility of 48.0%, 50.0% and 28.9%;
risk free interest rates of 4.3%, 4.5% and 6.4%; and expected option life
of six years for all periods.

    The Black-Scholes option-pricing model was developed for use in
estimating the fair value of traded options that have no vesting or
trading restrictions and are fully transferable. In addition, option-
pricing models require the input of subjective assumptions, including
expected stock price volatility. Because our options have characteristics
different from those of traded options, the existing models do not
necessarily provide a reliable single measure of the fair value of our
options.

     Concentrations of Credit Risk

     As part of our ongoing control procedures, we monitor concentrations
of credit risk associated with financial and other institutions with which
we conduct significant business.  Credit risk, including counterparty
nonperformance under derivative instruments, contingent obligations and
new ship progress payment guarantees, is considered minimal, as we
primarily conduct business with large, well-established financial
institutions who have long-term credit ratings of A or above and we seek
to diversify our counterparties.  In addition, we have established
guidelines regarding credit ratings and investment maturities that we
follow to maintain safety and liquidity.  We do not anticipate
nonperformance by any of our significant counterparties.

     We also monitor the creditworthiness of our customers to which we
grant credit terms in the normal course of our business.  Concentrations
of credit risk associated with these receivables are considered minimal
primarily due to their short maturities.  We have experienced only minimal
credit losses on our trade receivables.  We do not normally require
collateral or other security to support normal credit sales.  However, we
do normally require collateral and/or guarantees to support notes
receivable on significant asset sales and new ship progress payments to
shipyards.

     Reclassifications

     Reclassifications have been made to prior year amounts to conform to
the current year presentation.

NOTE 3 - Property and Equipment

     Property and equipment consisted of the following (in thousands):


                                                        November 30,
                                                    2002            2001


Ships                                           $10,665,958    $ 8,892,412
Ships under construction                            712,447        592,781
                                                 11,378,405      9,485,193
Land, buildings and improvements,
  and port facilities                               314,448        264,294
Transportation equipment and other                  409,310        349,188
Total property and equipment                     12,102,163     10,098,675
Less accumulated depreciation and amortization   (1,986,759)    (1,708,445)
                                                $10,115,404    $ 8,390,230

     Capitalized interest, primarily on our ships under construction,
amounted to $39 million, $29 million and $41 million in fiscal 2002, 2001
and 2000, respectively.  Ships under construction include progress
payments for the construction of the ship, as well as design and
engineering fees, capitalized interest, construction oversight costs and
various owner supplied items.  At November 30, 2002, two ships with an
aggregate net book value of $623 million were pledged as collateral
pursuant to a $119 million note and a $463 million contingent obligation
(see Notes 6 and 8).

     Maintenance and repair expenses and dry-dock amortization were $175
million, $160 million and $132 million in fiscal 2002, 2001 and 2000,
respectively.

NOTE 4 - Impairment Charge

     During fiscal 2002 and 2001 we reviewed our long-lived assets and
goodwill for which there were indications of possible impairment or as
required annually pursuant to SFAS No. 142.  As a result of these reviews,
in fiscal 2002 we reduced the carrying value of one of our ships by
recording an impairment charge of $20 million.  In fiscal 2001, we
recorded an impairment charge of $140 million, which consisted principally
of a $71 million reduction in the carrying value of ships, a $36 million
write-off of Seabourn goodwill, a $15 million write-down of a Holland
America note receivable and a $11 million loss on the sale of the Seabourn
Goddess I and II.  The impaired ships' and note receivable fair values
were based on third party appraisals, negotiations with unrelated third
parties or other available evidence, and the fair value of the impaired
goodwill was based on our estimates of discounted future cash flows.

NOTE 5 - Investments In and Advances To Affiliates

     On June 1, 2001, we sold our investment in Airtours plc, which
resulted in a nonoperating net gain of $101 million and net cash proceeds
of $492 million.  Cumulative foreign currency translation losses of $59
million were reclassified from AOCI and included in determining this 2001
net gain.  We also recorded a direct charge of $8 million to our retained
earnings in fiscal 2001, which represented our share of Airtours' losses
for April and May 2001, since Airtours results were reported on a two-
month lag.

     In fiscal 2001, we sold our interest in CRC Holdings, Inc. ("CRC") to
an unrelated third party, which resulted in a nonoperating net gain of $16
million and net cash proceeds of $39 million.  One of the members of our
Board of Directors was a principal shareholder in CRC.

     Dividends received from affiliates were $13 million and $16 million
in fiscal 2001 and 2000, respectively, which reduced the carrying value of
our investments in affiliates in accordance with the equity method of
accounting.

     Income statement and segment information for fiscal 2000 for our
affiliated companies accounted for using the equity method, including
Airtours and Costa, was as follows:  revenues - $6.7 billion, gross
margin - $1.3 billion, operating income - $5 million, depreciation and
amortization - $152 million, net income - $20 million and capital
expenditures - $650 million. Since we sold our interest in Airtours and
CRC during fiscal 2001, no data has been presented for fiscal 2002 and
2001.


NOTE 6 - Long-Term Debt

     Long-term debt consisted of the following (in thousands):


                                                           November 30,
                                                      2002 (a)      2001(a)

Euro floating rate note, collateralized by
  one Costa ship, bearing interest
  at euribor plus 0.5% (4.0% and 4.8%
  at November 30, 2002 and 2001,
  respectively), due through 2008                   $  118,727  $  125,770
Unsecured fixed rate notes, bearing interest
  at rates ranging from 6.15% to 7.7%, due
  through 2028(b)                                      848,900     848,779
Unsecured floating rate euro notes, bearing interest
  at rates ranging from euribor plus 0.35% to
  euribor plus 0.53% (3.6% to 4.0% and 3.9% to 4.9%
  at November 30, 2002 and 2001, respectively),
  due 2005 and 2006                                    680,377     604,068
Unsecured fixed rate euro notes, bearing interest
  at 5.57%, due in 2006                                297,195     266,223
Unsecured $1.4 billion revolving credit facility,
  bearing interest at libor plus 0.17% (1.6% at
  November 30, 2002), due in 2006                       50,000
Other                                                   44,468      29,833
Unsecured 2% convertible notes, due in 2021            600,000     600,000
Unsecured zero-coupon convertible notes, net of
  discount, with a face value of $1.05 billion,
  due in 2021                                          520,944     501,945
                                                     3,160,611   2,976,618
Less portion due within one year                      (148,642)    (21,764)
                                                    $3,011,969  $2,954,854

(a) All borrowings are in U.S. dollars unless otherwise noted. Euro
    denominated notes have been translated to U.S. dollars at the period
    end exchange rates.  At November 30, 2002 and 2001, 65% and 66% of
    our debt was U.S. dollar denominated and 35% and 34% was euro
    denominated,respectively.
(b) These notes are not redeemable prior to maturity.

     Our unsecured 2% convertible notes ("2% Notes") and our zero-coupon
convertible notes ("Zero-Coupon Notes") are convertible into 15.3 million
shares and 17.4 million shares, respectively, of our common stock.  Our 2%
Notes are convertible at a conversion price of $39.14 per share, subject
to adjustment, during any fiscal quarter for which the closing price of
our common stock is greater than $43.05 per share for a defined duration
of time.  Our Zero-Coupon Notes have a 3.75% yield to maturity and are
convertible during any fiscal quarter for which the closing price of our
common stock reaches certain targeted levels for a defined duration of
time. These levels commenced at a low of $31.94 per share for the first
quarter of fiscal 2002 and increase at an annual rate of 3.75% thereafter,
until maturity. The conditions for conversion of our 2% Notes or Zero-
Coupon Notes were not met during fiscal 2002 and 2001.

     Subsequent to April 14, 2008, we may redeem all or a portion of our
2% Notes at their face value plus any unpaid accrued interest, and
subsequent to October 23, 2008, we may redeem all or a portion of our
Zero-Coupon Notes at their accreted value.

     In addition, on April 15 of 2005, 2008 and 2011 our 2% Noteholders
and on October 24 of 2006, 2008, 2011 and 2016 our Zero-Coupon Noteholders
may require us to repurchase all or a portion of the outstanding 2% Notes
at their face value plus any unpaid accrued interest and the Zero-Coupon
Notes at their accreted value.

     Upon conversion, redemption or repurchase of our 2% Notes and Zero-
Coupon Notes we may choose to deliver common stock, cash or a combination
of cash and common stock with a total value equal to the value of the
consideration otherwise deliverable. If our 2% Notes and Zero-Coupon Notes
were to be put back to us, we expect to settle them for cash and,
accordingly, they are not included in our diluted earnings per share
common stock calculations.  However, no assurance can be given that we
will have sufficient liquidity to make such cash payments. See Note 14.

     In May 2001, Costa entered into a five-year 257.5 million euro (255.6
million U.S. dollars at the November 30, 2002 exchange rate) unsecured
floating rate euro denominated revolving credit facility, of which $145
million was available at November 30, 2002.

     Our $1.4 billion unsecured multi-currency revolving credit facility
matures in June 2006. This facility currently bears interest at
libor/euribor plus 17 basis points ("BPS"), which interest rate spread
over libor/euribor will vary based on changes to our senior unsecured debt
ratings, and provides for an undrawn facility fee of eight BPS.  Our
commercial paper program is supported by this revolving credit facility
and, accordingly, any amounts outstanding under our commercial paper
program, none at November 30, 2002 and 2001, reduce the aggregate amount
available under this facility. At November 30, 2002, $1.35 billion of this
facility was available.  This facility and other of our loan agreements
contain covenants that require us, among other things, to maintain a
minimum debt service coverage and limits our debt to tangible capital
ratio and the amount of our secured indebtedness.  In addition, our
ability to draw upon the then available portion of our $1.4 billion credit
facility could be terminated and we could also be required to repay the
amounts outstanding under our one collateralized and three unsecured euro
notes, which amounted to $722 million at November 30, 2002, if our
business suffers a material adverse change.  At November 30, 2002, we were
in compliance with all of our debt covenants.

     At November 30, 2002, the scheduled annual maturities of our long-
term debt was as follows (in thousands):

                         Fiscal

                         2003        $  148,642
                         2004           127,985
                         2005           907,648(a)
                         2006         1,387,209(a)
                         2007            22,833
                         Thereafter     566,294
                                     $3,160,611

(a) Includes $600 million of our 2% Notes in 2005 and $521 million of our
    Zero-Coupon Notes in 2006 based on the date of the noteholders first
    put option.

     Debt issuance costs are generally amortized to interest expense using
the straight-line method over the term of the notes or to the noteholders
first put option date, whichever is earlier.  In addition, all loan issue
discounts are amortized to interest expense using the effective interest
method over the term of the notes.

NOTE 7 - Commitments

     Ship Commitments

     A description of our ships under contract for construction at
November 30, 2002 was as follows (in millions, except passenger capacity
data):


                      Expected                               Estimated
                      Service                    Passenger     Total
Ship                   Date(1)    Shipyard       Capacity(2)   Cost(3)

CCL
Carnival Glory           7/03    Fincantieri        2,974          $  510
Carnival Miracle         3/04    Masa-Yards(4)      2,124             375
Carnival Valor          11/04    Fincantieri(4)     2,974             510
Newbuild                 1/06    Fincantieri        2,974             460
  Total CCL                                        11,046           1,855
Holland America
Oosterdam                7/03    Fincantieri(4)     1,848             410
Westerdam                5/04    Fincantieri(4)     1,848             410
Newbuild                11/05    Fincantieri(4)     1,848             410
Newbuild                 6/06    Fincantieri        1,848             390
  Total Holland America                             7,392           1,620
Costa
Costa Mediterranea       6/03    Masa-Yards (5)     2,114             360
Costa Fortuna           12/03    Fincantieri(5)     2,720             440
Costa Magica            11/04    Fincantieri(5)     2,720             460
  Total Costa                                       7,554           1,260
Cunard
Queen Mary 2             1/04    Chantiers de
                                   l'Atlantique(4)  2,620             780
Newbuild                 2/05    Fincantieri(4)     1,968             410
  Total Cunard                                      4,588           1,190

    Total                                          30,580          $5,925


(1) The expected service date is the date the ship is currently expected
    to begin its first revenue generating cruise.
(2) In accordance with cruise industry practice, passenger capacity is
    calculated based on two passengers per cabin even though some cabins
    can accommodate three or more passengers.
(3) Estimated total cost of the completed ship includes the contract price
    with the shipyard, design and engineering fees, capitalized interest,
    construction oversight costs and various owner supplied items.
(4) These construction contracts are denominated in euros and have been
    fixed into U.S. dollars through the utilization of forward foreign
    currency contracts.  The $178 million of unrealized losses from these
    forward contracts has been recorded as fair value of derivative
    contract liabilities on our November 30, 2002 balance sheet and are
    also included in the above estimated total cost of these construction
    contracts.
(5) These construction contracts are denominated in euros, which is
    Costa's functional currency.  The estimated total costs have been
    translated into U.S. dollars using the November 30, 2002 exchange
    rate.


     In connection with our ships under contract for construction, we have
paid approximately $712 million through November 30, 2002 and anticipate
paying the remaining estimated total cost as follows (in millions):

                            Fiscal

                             2003           $1,630
                             2004            2,110
                             2005            1,140
                             2006              330
                                            $5,210

     Proposed Dual-Listed Company Transaction with P&O Princess Cruises
       plc ("P&O Princess")

     After a series of preconditional offers made to the shareholders of
P&O Princess by us, commencing in December 2001, on January 8, 2003 we
entered into an agreement with P&O Princess, the world's third largest
cruise company, providing for a combination of both companies (the
"Combined Group") under a dual-listed company ("DLC") structure.

     If the DLC transaction is completed, it would create a combination of
the two companies through a number of contracts and certain amendments to
our Articles of Incorporation and By-Laws and to P&O Princess' Memorandum
and Articles of Association. The two companies would retain their separate
legal identities and each company's shares would continue to be publicly
traded on the New York Stock Exchange for us and the London Stock Exchange
for P&O Princess.  However, both companies would operate as if they were a
single economic enterprise. The contracts governing the DLC structure
would provide that the boards of directors of the two companies would be
identical, the companies would be managed by a unified senior management
team and that, as far as possible, P&O Princess' and our shareholders
would be placed in substantially the same economic position as if they
held shares in a single enterprise which owned all of the assets of both
companies. The net effect of the DLC transaction would be that our
existing shareholders would own an economic interest equal to 74% of the
Combined Group and the existing shareholders of P&O Princess would own an
economic interest equal to 26% of the Combined Group.  Also in connection
with the DLC transaction, we will be making a Partial Share Offer ("PSO")
for 20% of P&O Princess' shares, which will enable P&O Princess
shareholders to exchange P&O Princess shares for our shares on the basis
of 0.3004 of our shares for each P&O Princess share up to, in aggregate, a
maximum of 20% of P&O Princess issued share capital. If the maximum number
of P&O Princess' shares are exchanged under the PSO, holders of our
shares, including our new shareholders who exchanged their P&O Princess
shares for our shares under the PSO, would own an economic interest equal
to 79% of the Combined Group and holders of P&O Princess shares would own
an economic interest equal to 21% of the Combined Group. The PSO is
conditional on, among other things, the closing of the DLC transaction.
Upon completion of the DLC transaction, P&O Princess will reorganize and
consolidate its share capital so that one share of P&O Princess will have
the same economic and voting interest as one of our shares.

     The completion of the DLC transaction between P&O Princess and us is
subject to approval by P&O Princess' shareholders and our shareholders. No
assurance can be given that the DLC transaction will be completed and, if
it is completed, when completion will take place.  If the DLC transaction
is not completed by September 30, 2003, either party can terminate the
agreement if it is not in material breach of its obligations. We have
incurred $30 million of transaction costs as of November 30, 2002, and
continue to incur costs, which have been or will be deferred in connection
with the DLC transaction.  In the event a transaction with P&O Princess is
not consummated, we would be required to write off the above $30 million
plus all costs incurred and deferred subsequent to November 30, 2002,
resulting in an estimated total write-off of approximately $45 million to
$50 million. If the DLC transaction or another transaction with P&O
Princess is completed by us, these deferred costs, together with any
additional direct costs, which may be incurred, would be capitalized as
part of the transaction.

     If our agreement with P&O Princess is terminated under certain
circumstances, we would be required to pay P&O Princess a break fee of $49
million.  These circumstances include, among other things, our board of
directors withdrawing or adversely modifying its recommendation to
shareholders to approve the DLC transaction, our board of directors
recommending an alternative acquisition proposal to shareholders, or our
shareholders failing to approve the DLC transaction if a third-party
acquisition proposal exists at the time of our meeting or if we breach our
exclusivity covenant and a third party acquisition proposal with respect
to us is completed prior to July 2004. Similarly, P&O Princess would be
obligated to pay us a break fee of $49 million upon the occurrence of
reciprocal circumstances.

     If the DLC transaction is completed, we expect to account for it as
an acquisition of P&O Princess by us, which will be accounted for using
the purchase method.

     Operating Leases

     Rent expense under our operating leases, primarily for office and
warehouse space, was $15 million, $13 million and $10 million in fiscal
2002, 2001 and 2000, respectively.  At November 30, 2002, minimum annual
rentals for our operating leases, with initial or remaining terms in
excess of one year, were as follows (in thousands):

                             Fiscal

                             2003          $10,700
                             2004            9,300
                             2005            9,100
                             2006            9,100
                             2007            6,000
                             Thereafter     25,300
                                           $69,500

     Port Facilities and Other

     At November 30, 2002, we had commitments through 2027, with initial
or remaining terms in excess of one year, to pay minimum amounts for our
annual usage of port facilities and other contractual commitments as
follows (in thousands):

                            Fiscal
                             2003          $52,100
                             2004           38,800
                             2005           25,300
                             2006           25,800
                             2007           27,100
                             Thereafter    179,600
                                          $348,700


     Travel Vouchers

     Pursuant to CCL's and Holland America's settlement of litigation,
travel vouchers with face values of $10 to $55 were required to be issued
to qualified past passengers.  As of November 30, 2002, approximately $123
million of these travel vouchers are available to be used for future
travel prior to their expiration, principally in fiscal 2005.

NOTE 8 - Contingencies

     Litigation

     Several actions (collectively, the "ADA Complaints") have been filed
against Costa, Cunard and Tours alleging that they violated the Americans
with Disabilities Act by failing to make certain cruise ships accessible
to individuals with disabilities.  The plaintiffs seek injunctive relief
to require modifications to certain vessels to increase accessibility to
disabled passengers and fees and costs.  Costa and the plaintiffs have
agreed to settle this action, subject to court approval.  Cunard and Tours
are in ongoing settlement negotiations with the plaintiffs.

     Three actions (collectively, the "Facsimile Complaints") were filed
against us on behalf of purported classes of persons who received
unsolicited advertisements via facsimile, alleging that we and other
defendants distributed unsolicited advertisements via facsimile in
contravention of the U.S. Telephone Consumer Protection Act.  The
plaintiffs seek to enjoin the sending of unsolicited facsimile
advertisements and statutory damages.  The advertisements referred to in
the Facsimile Complaints were not sent by us, but rather were distributed
by a professional faxing company at the behest of travel agencies that
referenced a CCL product.  We do not advertise directly to the traveling
public through the use of facsimile transmission.

     The ultimate outcome of the pending ADA and Facsimile Complaints
cannot be determined at this time.  We believe that we have meritorious
defenses to these claims and, accordingly, we intend to vigorously defend
against these actions.

     Several actions filed in the U.S. District Court for the Southern
District of Florida against us and four of our executive officers on
behalf of a purported class of persons who purchased our common stock were
consolidated into one action in Florida (the "Stock Purchaser Complaint").
 The plaintiffs have claimed that statements we made in public filings
violated federal securities laws and seek unspecified compensatory damages
and attorney and expert fees and costs.   Recently, a magistrate judge
recommended that our motion to dismiss the Stock Purchaser Complaint be
granted and that the plaintiffs' amended complaint be dismissed without
prejudice.  However, because it was dismissed without prejudice, the
plaintiffs may file a new amended complaint. Nevertheless, the parties
have entered into a memorandum of understanding settling the case pending
confirmatory discovery and judicial approval.  A substantial portion of
the $3.4 million settlement amount, which includes plaintiff's attorneys
fees, will be covered by insurance.

     In February 2001, Holland America Line-USA, Inc. ("HAL-USA"), our
wholly-owned subsidiary, received a grand jury subpoena requesting that it
produce documents and records relating to the air emissions from Holland
America ships in Alaska.  HAL-USA responded to the subpoena.  The ultimate
outcome of this matter cannot be determined at this time.

     On August 17, 2002, an incident occurred in Juneau, Alaska onboard
Holland America's Ryndam involving a wastewater discharge from the ship.
As a result of this incident, various Ryndam ship officers have received
grand jury subpoenas from the Office of the U.S. Attorney in Anchorage,
Alaska requesting that they appear before a grand jury.  One of the
subpoenas also requests the production of Holland America documents, which
Holland America is producing. If the investigation results in charges
being filed, a judgment could include, among other forms of relief, fines
and debarment from federal contracting, which would prohibit operations in
Glacier Bay National Park and Preserve during the period of debarment.
The State of Alaska is separately investigating this incident.  The
ultimate outcome of these matters cannot be determined at this time.

     Costa has instituted arbitration proceedings in Italy to confirm the
validity of its decision not to deliver its ship, the Costa Classica, to
the shipyard of Cammell Laird Holdings PLC ("Cammell Laird") under a 79
million euro denominated contract for the conversion and lengthening of
the ship.  Costa has also given notice of termination of the contract.  It
is now expected that the arbitration tribunal's decision will be made in
mid-2004 at the earliest.  In the event that an award is given in favor of
Cammell Laird, the amount of damages, which Costa will have to pay, if
any, is not currently determinable. The ultimate outcome of this matter
cannot be determined at this time.

     In the normal course of our business, various other claims and
lawsuits have been filed or are pending against us.  Most of these claims
and lawsuits are covered by  insurance.  We are not able to estimate the
impact or the ultimate outcome of any such actions, which are not covered
by insurance.

     Contingent Obligations

     At November 30, 2002, we had contingent obligations totaling $1.05
billion to participants in lease out and lease back type transactions for
three of our ships.  At the inception of the leases, the entire amount of
the contingent obligations was paid by us to major financial institutions
to enable them to directly pay these obligations.  Accordingly, these
obligations were considered extinguished, and neither funds nor the
contingent obligations have been included on our balance sheets.  We would
only be required to make any payments under these lease contingent
obligations in the remote event of nonperformance by these financial
institutions, all of which have long-term credit ratings of AAA or AA.  In
addition, we obtained a direct guarantee from another AAA rated financial
institution for $285 million of the above noted contingent obligations,
thereby reducing even the remote exposure to this portion of the
contingent obligations.  If the major financial institutions' credit
ratings fall below AA-, we would be required to move a majority of the
funds from these financial institutions to other highly-rated financial
institutions.  If our credit rating falls below BBB, we would be required
to provide a standby letter of credit for $91 million, or alternatively
provide mortgages in the aggregate amount of $91 million on two of our
ships.

     In the unlikely event that we were to terminate the three lease
agreements early or default on our obligations, we would, as of November
30, 2002 have to pay a total of $180 million in stipulated damages.  As of
November 30, 2002, $148 million of standby letters of credit have been
issued by a major financial institution in order to provide further
security for the payment of these contingent stipulated damages.  An
additional $40 million of standby letters of credit would be required to
be issued if our three credit ratings fall below A-/A3.  Between 2017 and
2022, we have the right to exercise options that would terminate these
transactions at no cost to us.  We entered into these three transactions
in order to receive $67 million, which was recorded as deferred income on
our balance sheets and is being amortized to nonoperating income through
2022.  In the event we were to default under our $1.4 billion revolving
credit facility, we would be required to post cash collateral to support
the stipulated damages standby letters of credit.

NOTE 9 - Income and Other Taxes

     We believe that substantially all of our income, with the exception
of our U.S. source income from the transportation, hotel and tour
businesses of Tours, is exempt from U.S. federal income taxes. If we were
found not to qualify for exemption pursuant to applicable income tax
treaties or under the Internal Revenue Code or if the income tax treaties
or Internal Revenue Code were to be changed in a manner adverse to us, a
portion of our income would become subject to taxation by the U.S. at
higher than normal corporate tax rates.

     Some of our subsidiaries, including Costa and Tours, are subject to
foreign and/or U.S. income taxes.  In fiscal 2002, we recognized a net $57
million income tax benefit primarily due to a new Italian investment
incentive law, which allowed Costa to receive a $51 million income tax
benefit based on contractual expenditures during 2002 on the construction
of new ships. At November 30, 2002, Costa had a remaining net deferred tax
asset of approximately $45 million relating to the tax benefit of the net
operating loss carryforwards arising from this incentive law, which expire
in 2007.  In fiscal 2001, we recognized a $9 million income tax benefit
from Costa primarily due to changes in Italian tax law.

     We do not expect to incur income taxes on future distributions of
undistributed earnings of foreign subsidiaries and, accordingly, no
deferred income taxes have been provided for the distribution of these
earnings.

     In addition to or in place of income taxes, virtually all
jurisdictions where our ships call, impose taxes based on passenger
counts, ship tonnage or some other measure.  These taxes, other than those
directly charged to and collected from passengers by us, are recorded as
operating expenses in the accompanying statements of operations.

NOTE 10 - Shareholders' Equity

     Our Articles of Incorporation authorize our Board of Directors, at
their discretion, to issue up to 40 million shares of our preferred stock.
 At November 30, 2002 and 2001, no preferred stock had been issued.

     In February 2000, our Board of Directors authorized the repurchase of
up to $1 billion of our common stock.  As of November 30, 2001, we had
repurchased 33.1 million shares of our common stock at a cost of $705
million pursuant to this authorization.  In addition in 2001, we received
761,000 shares of our common stock from our chief executive officer valued
at its quoted market price of $23 million, which we recorded as treasury
stock, in payment of the exercise price for two million shares of our
common stock issued to him pursuant to a stock option plan (see Note 13).
 In fiscal 2002, we retired all of our treasury stock.

    At November 30, 2002, there were 77.5 million shares of our common
stock reserved for issuance pursuant to our convertible notes and our
stock option, employee stock purchase, restricted stock and dividend
reinvestment plans.  During fiscal 2002, 2001 and 2000 we declared cash
dividends aggregating $0.42 per share for each year.

     At November 30, 2002 and 2001, AOCI included cumulative foreign
currency translation adjustments which increased shareholders' equity by
$29 million and decreased shareholders' equity by $22 million,
respectively.

NOTE 11 - Financial Instruments

     We estimated the fair value of our financial instruments through the
use of public market prices, quotes from financial institutions and other
available information.  Considerable judgment is required in interpreting
data to develop estimates of fair value and, accordingly, amounts are not
necessarily indicative of the amounts that we could realize in a current
market exchange.  Our financial instruments are not held for trading or
other speculative purposes.

     Cash and Cash Equivalents

     The carrying amounts of our cash and cash equivalents approximate
their fair values due to their short maturities.

     Other Assets

     At November 30, 2002 and 2001, long-term other assets included
marketable securities held in rabbi trusts for certain of our nonqualified
benefit plans and notes and other receivables, principally collateralized
by a ship, the former Nieuw Amsterdam. These assets had carrying and fair
values of $173 million at November 30, 2002 and $143 million at November
30, 2001. Fair values were based on public market prices, estimated
discounted future cash flows or estimated fair value of collateral.

     Long-Term Debt

     At November 30, 2002 and 2001, the fair value of our long-term debt,
including the current portion, was $3.33 billion and $2.95 billion,
respectively, which was $166 million greater than and $26 million less
than its carrying value on those respective dates. The net difference
between the fair value of our long-term debt and its carrying value was
due primarily to our issuance of debt obligations at fixed interest rates
that are below or above market interest rates in existence at the
measurement dates.  The fair values of our unsecured fixed rate notes,
convertible notes and unsecured 5.57% euro notes were based on their
public market prices.  The fair values of our other long-term debt were
estimated based on appropriate market interest rates being applied to this
debt.

     Foreign Currency Contracts

     We have forward foreign currency contracts, designated as foreign
currency fair value hedges, for seven of our euro denominated shipbuilding
contracts (see Note 7).  At November 30, 2002 and 2001, the fair value of
these forward contracts was an unrealized loss of $178 million and $567
million, respectively.  These forward contracts mature through 2005.  The
fair values of our forward contracts were estimated based on prices quoted
by financial institutions for these instruments.

     Interest Rate Swaps

     We have interest rate swap agreements designated as fair value hedges
whereby we receive fixed interest rate payments in exchange for making
variable interest rate payments.  At November 30, 2002 and 2001, these
interest rate swap agreements effectively changed $225 million of fixed
rate debt with a weighted-average fixed interest rate of 6.8% to Libor-
based floating rate debt.

     In addition, we also have interest rate swap agreements designated as
cash flow hedges whereby we receive variable interest rate payments in
exchange for making fixed interest rate payments.  At November 30, 2002
and 2001, these interest rate swap agreements effectively changed $468
million and $637 million, respectively, of euribor floating rate debt to
fixed rate debt with a weighted-average fixed interest rate of 5.5% and
5.3%, respectively.

     These interest rate swap agreements mature through 2006.  At November
30, 2002 and 2001, the fair value of our interest rate swaps was a net
unrealized loss of $0.1 million and $3.3 million, respectively.  The fair
values of our interest rate swap agreements were estimated based on
appropriate market interest rates being applied to these instruments.

 NOTE 12 - Segment Information

     Our cruise segment included six cruise brands (five, excluding Costa,
prior to fiscal 2001), which have been aggregated as a single reportable
segment based on the similarity of their economic and other
characteristics.  Cruise revenues are comprised of sales of passenger
cruise tickets, which includes accommodations, meals and most onboard
activities, in some cases the sale of air transportation to and from our
cruise ships, and the sale of certain onboard activities and other
services. The tour segment represents the transportation, hotel and tour
operations of Tours.

     The significant accounting policies of the segments are the same as
those described in Note 2 - "Summary of Significant Accounting Policies."
 Cruise revenues included intersegment revenues, which primarily represent
billings to the tour segment for the cruise portion of a tour when a
cruise is sold as a part of a tour package.  In addition, cruise and tour
operating expenses included a cost allocation of certain corporate and
other expenses. Information for the cruise and tour segments for fiscal
2002, 2001 and 2000 was as follows (in thousands):


                            Operating     Depreciation
                             income           and         Capital         Total
                Revenues      (loss)      amortization  expenditures      assets
2002
                                                            
Cruise (b)     $4,229,124  $1,065,797 (a)  $   369,565  $  1,949,565   $11,399,130
Tour              175,831     (13,401)          11,345        36,802       214,405(c)
Intersegment
  elimination     (36,686)
Corporate(e)                  (10,337)           1,433           115       721,313
               $4,368,269  $1,042,059      $   382,343   $ 1,986,482   $12,334,848

2001
Cruise (b)     $4,357,942  $  958,273 (a)  $   359,314    $  801,453   $ 9,905,353
Tour              229,483     (10,357)(a)       11,474        25,108       188,296(c)
Affiliated
  operations(d)               (44,024)
Intersegment
  elimination     (51,674)
Corporate(e)                  (12,161)           1,436             7     1,469,903
               $4,535,751  $  891,731      $   372,224    $  826,568   $11,563,552

2000
Cruise         $3,578,372  $  957,226       $  276,483    $  972,270   $ 9,093,646(b)
Tour              259,662       7,664           10,825        30,129       199,722(c)
Affiliated
  operations                   37,828(b)                                   437,391
Intersegment
  elimination     (59,492)
Corporate(e)                  (19,760)             359           949       100,561
               $3,778,542  $  982,958       $  287,667    $1,003,348   $ 9,831,320



(a) Cruise operating income included impairment charges of $20 million in
    2002 and $134 million in 2001 and Tour operating loss included $6
    million in 2001 (see Note 4).
(b) In 2002 and 2001, the cruise segment information included Costa.  At
    November 30, 2000, Costa's total assets were included in the cruise
    segment, but its 2000 results of operations were included in the
    affiliated operations segment (See Notes 2 and 17).
(c) Tour assets primarily included hotels in Alaska and the Canadian
    Yukon, luxury dayboats offering tours to the glaciers of Alaska and
    the Yukon River, motor coaches used for sightseeing and charters in
    the states of Washington and Alaska, British Columbia, Canada and the
    Canadian Yukon and private, domed rail cars, which are run on the
    Alaska Railroad between Anchorage and Fairbanks.
(d) On June 1, 2001, we sold our investment in Airtours.  Accordingly, we
    did not record any equity in the earnings or losses from the
    affiliated operations of Airtours after our quarter ended May 31,
    2001.
(e) Operating loss represented corporate expenses not allocated to
    segments.  Corporate assets primarily included cash, cash equivalents,
    short-term investments, debt issuance costs, deferred P&O Princess
    acquisition costs and transportation assets.

     See Note 5 for affiliated operations segment information, which were
not included in our consolidated operations.

     Foreign revenues for our cruise brands, excluding Costa in 2000,
represent sales generated from outside the U.S. primarily by foreign tour
operators and foreign travel agencies.  The majority of these foreign
revenues are from Italy, Canada, United Kingdom, France, Germany and
Spain. Substantially all of our long-lived assets are located outside of
the U.S. and consist principally of our goodwill, ships and ships under
construction.  Revenue information by geographic area for fiscal 2002,
2001 and 2000 was as follows (in thousands):

                                      2002         2001         2000


                U.S.            $ 3,292,533   $ 3,489,913   $3,180,667
                Foreign           1,075,736     1,045,838      597,875
                                $ 4,368,269   $ 4,535,751   $3,778,542

NOTE 13 - Benefit Plans

     Stock Option Plans

     We have stock option plans primarily for supervisory and management
level employees and members of our Board of Directors.  The plans are
administered by a committee of three of our directors (the "Committee")
which determines who is eligible to participate, the number of shares for
which options are to be granted and the amounts that may be exercised
within a specified term.  The option exercise price is generally set by
the Committee at 100% of the fair market value of the common stock on the
date the option is granted. Substantially all options granted during
fiscal 2002, 2001 and 2000 were granted at an exercise price per share
equal to the fair market value of our common stock on the date of grant.
Employee options generally have vested evenly over five years and have a
ten year term and director options granted prior to fiscal 2001 have
vested immediately and have a five or ten year term.  Director options
granted subsequent to fiscal 2000 will vest evenly over five years and
have a ten year term.  At November 30, 2002, options for 40.7 million
shares were available for future grants under the above plans.  A summary
of the activity and status of our stock option plans was as follows:




                             Weighted
                      Average Exercise Price                 Number of Options
                             Per Share                   Years Ended November 30,
                       2002    2001    2000           2002        2001         2000
                                                       
Outstanding options-
  beginning of year   $28.95  $26.80  $22.70     12,774,293     8,840,793    6,517,168
Options granted       $26.54  $26.44  $35.92         33,000     6,580,250    2,910,575
Options exercised     $14.35  $11.70  $13.43       (404,615)   (2,218,075)    (244,850)
Options canceled      $32.80  $35.15  $35.91       (573,720)     (428,675)    (342,100)
Outstanding options-
  end of year         $29.26  $28.95  $26.80     11,828,958    12,774,293    8,840,793
Options exercisable-
  end of year         $28.71  $25.96  $15.82      4,775,894     2,972,498    4,042,452



     Information with respect to outstanding and exercisable stock options at
November 30, 2002 was as follows:



                              Options Outstanding               Options Exercisable
                                    Weighted      Weighted                 Weighted
                                    Average       Average                  Average
Exercise                           Remaining      Exercise                 Exercise
Price Range              Shares    Life (Years)    Price        Shares      Price
                                                            

$ 1.94-$ 2.25            32,980         (a)        $ 2.06        32,980     $ 2.06
$ 6.94-$10.31            17,300        0.7         $ 9.76        17,300     $ 9.76
$10.59-$15.00           666,050        2.3         $11.32       666,050     $11.32
$16.28-$22.57         3,901,084        8.1         $21.66     1,236,830     $20.75
$24.63-$27.78         1,182,894        6.3         $26.24       667,294     $26.35
$28.21-$34.88         3,070,500        8.1         $30.05       673,100     $30.47
$36.72-$41.34           102,000        5.8         $38.09        77,200     $38.05
$43.56-$48.56         2,856,150        6.7         $44.36     1,405,140     $44.57

Total                11,828,958        7.2         $29.26     4,775,894     $28.71


(a) These stock options do not have an expiration date.


     Restricted Stock Plan

     We have a restricted stock plan under which three executive officers
have been issued restricted shares of our common stock.  These shares have
the same rights as our common stock, except for restriction and forfeiture
provisions.  During fiscal 2002, 2001 and 2000, 150,000 shares of common
stock were issued each year, which were valued at $4 million, $5 million
and $6 million, respectively.  Unearned stock compensation was recorded
within shareholders' equity at the date of award based on the quoted
market price of the shares on the date of grant and is amortized to
expense using the straight-line method from the grant date through the
vesting date.  These shares vest five years after the grant date.  As of
November 30, 2002 and 2001 there were 750,000 shares and 647,000 shares,
respectively, issued under the plan which remain to be vested.

     Defined Benefit Pension Plans

     We have one qualified and one nonqualified defined benefit pension
plan that are available to full-time CCL and corporate shoreside employees
(the "Shoreside Plans"), who were employed by CCL or corporate before
January 1, 1998.  Our funding policy for this qualified plan is to
annually contribute at least the amount required under the applicable
labor regulations.  The nonqualified plan is unfunded.  In addition, we
have five nonqualified defined benefit plans, one for the CCL shipboard
employees, except for deck and engine officers, two for Holland America
shipboard employees, except for officers, one for certain Holland America
shipboard officers, and one supplemental executive retirement plan
("SERP") in which two executive officers currently participate. The
Carnival shipboard nonqualified plan is funded by contributions into a
rabbi trust and the Holland America and SERP plans, are unfunded. In
addition, Cunard Line Limited participated in an industry-wide merchant
navy officers ("MNO") defined benefit plan that is available to certain
Cunard shipboard officers.  Our MNO plan expense is based on the amount of
contributions required by the plan.  Total expense for these defined
benefit pension plans was $11 million, $8 million and $6 million in fiscal
2002, 2001 and 2000, respectively.

     A minimum pension liability adjustment is required when the actuarial
present value of accumulated benefits exceeds plan assets and accrued
pension liabilities. At November 30, 2002 and 2001, the CCL shipboard plan
and the Shoreside Plans have aggregated additional minimum pension
liability adjustments, less allowable intangible assets, of $14.7 million
and $5.5 million, respectively, which are included in AOCI.

     Defined Contribution Plans

     We have several defined contribution plans available to substantially
all U.S. and Canadian employees, to Cunard's United Kingdom employees, to
Seabourn's Scandinavian shipboard officers and to CCL's shipboard deck and
engine officers.  We contribute to these plans based on employee
contributions, salary levels and length of service.  Total expense
relating to these plans was $8 million in both fiscal 2002 and 2001 and $7
million in fiscal 2000.

     Employee Stock Purchase Plan

     We have an Employee Stock Purchase Plan, which is authorized to issue
up to 4,000,000 shares of our common stock to substantially all of our
employees.  The purchase price is derived from a formula based on 85% of
the fair market value of our common stock during the six-month purchase
period, as defined.  During fiscal 2002, 2001 and 2000, we issued 62,223,
82,733 and 171,886 shares, respectively, at a weighted-average share price
of $23.92, $21.94 and $26.36, respectively, under this plan.

NOTE 14 - Earnings Per Share

    Our basic and diluted earnings per share were computed as follows (in
thousands, except per share data):


                                          Years Ended November 30,
                                        2002         2001       2000

Net income                            $1,015,941   $926,200   $965,458
Weighted average common shares
     outstanding                         586,567    585,064    599,665
Dilutive effect of stock plans             1,489      1,798      2,247
Diluted weighted average shares
    outstanding                          588,056    586,862    601,912
Basic earnings per share                   $1.73      $1.58      $1.61
Diluted earnings per share                 $1.73      $1.58      $1.60


     During fiscal 2002, 2001 and 2000, the exercise prices for 6.0
million, 5.4 million and 4.4 million options, respectively, were greater
than the average fair market prices of our common stock for those periods
and, consequently, were excluded from our diluted earnings per share
computations since they were anti-dilutive.

     In addition, our 2002 and 2001 diluted earnings per share computation
did not include 32.7 million shares of our common stock issuable upon
conversion of our 2% Notes and Zero-Coupon Notes, as this common stock was
not issuable under the contingent conversion provisions of these debt
instruments (see Note 6).

NOTE 15 - Supplemental Cash Flow Information

                                               Years Ended November 30,
                                             2002       2001        2000
                                                    (in thousands)

Cash paid (received) for
  Interest, net of amount capitalized      $110,148   $109,321    $40,431
  Income taxes, net                        $     19    $ 3,931    $  (800)

Noncash investing and financing activities
 Common stock received as payment of
    stock option exercise price                       $ 22,500
 Notes received upon the sale of
    the Nieuw Amsterdam                     $59,935               $84,500

NOTE 16 - Recent Accounting Pronouncements

     In August 2001, SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" was issued.  SFAS No. 144 requires (i) the
recognition and measurement of the impairment of long-lived assets to be
held and used and (ii) the measurement of long-lived assets to be held for
sale.  We have completed our review of SFAS No. 144 and its adoption on
December 1, 2002 did not have a material effect on our financial
statements.

     In June 2002, SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" was issued.  SFAS No. 146 requires that
liabilities for costs associated with an exit activity or disposal of
long-lived assets be recognized when the liabilities are incurred and can
be measured at fair value.  SFAS No. 146 is effective for us for any exit
or disposal activities that are initiated after December 31, 2002.

     In November 2002, Financial Accounting Standards Board Interpretation
("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantors, Including Indirect Guarantees of Indebtedness of Others" was
issued.  FIN 45 requires that upon issuance of a guarantee, the guarantor
must recognize a liability for the fair value of the obligation it assumes
under the guarantee.  Guarantors will also be required to meet expanded
disclosure obligations.  The initial recognition and measurement
provisions of FIN 45 are effective for guarantees issued or modified after
December 31, 2002.  The disclosure requirements are effective for annual
and interim financial statements that end after December 15, 2002.

     In December 2002, SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS No. 123" was
issued.  SFAS No. 148 amends SFAS No. 123 to provide alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee and director compensation. In
addition, this statement amends the disclosure requirements of SFAS No.
123 to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.  SFAS
No. 148 is effective for annual financial statements for fiscal years
ending after December 15, 2002 and for interim financial statements
commencing after such date.

NOTE 17 - Costa Acquisition

     From June 1997 through September 28, 2000, we owned 50% of Costa. On
September 29, 2000, we acquired the remaining 50% interest in Costa from
Airtours at a cost of $511 million.  Substantially all of the purchase
price was funded by euro denominated borrowings.  We accounted for this
transaction using the purchase accounting method.  Had the above
transaction occurred on December 1, 1999, our unaudited consolidated
revenues for fiscal 2000 would have been approximately $4.3 billion.  The
impact on our unaudited consolidated net income and earnings per share for
fiscal 2000 would not have been material.


Report of Independent Certified Public Accountants


To the Board of Directors and Shareholders of
Carnival Corporation

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, cash flows and
shareholders' equity present fairly, in all material respects, the
financial position of Carnival Corporation and its subsidiaries at
November 30, 2002 and 2001, and the results of their operations and their
cash flows for each of the three years in the period ended November 30,
2002 in conformity with accounting principles generally accepted in the
United States of America.  These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits.  We
conducted our audits of these statements in accordance with auditing
standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
 An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

As described in Note 2, the Company changed its method of accounting for
derivative instruments and hedging activities in 2001 and ceased
amortizing goodwill in 2002.





/s/ PricewaterhouseCoopers LLP


Miami, Florida
January 29, 2003



Management's Discussion and Analysis of Financial Condition and
   Results of Operations

Critical Accounting Estimates

     Our critical accounting estimates are those which we believe require
our most significant judgments about the effect of matters that are
inherently uncertain.  A discussion of our critical accounting estimates,
the underlying judgments and uncertainties used to make them and the
likelihood that materially different estimates would be reported under
different conditions or using different assumptions, is set forth below:

     Ship Accounting

     Our most significant assets are our ships and ships under
construction, which represent 78% of our total assets. We make several
critical accounting estimates dealing with our ship accounting.  First, we
compute our ships' depreciation expense, which requires us to estimate the
average useful life of each of our ships, as well as their residual
values.  Secondly, we account for ship improvement costs by capitalizing
those costs, which we believe will add value to our ships and depreciate
those improvements over their estimated useful lives.  Finally, we account
for the replacement or refurbishment of our ship components and recognize
the resulting gain or loss in our results of operations.

     We determine the average useful lives of our ships based primarily on
our estimates of the average useful lives of the ships' major component
systems, such as cabins, main diesels, main electric, superstructure and
hull.  In addition, we consider, among other things, the impact of
anticipated technological changes, long-term vacation market conditions
and competition and historical useful lives of similarly-built ships.  We
have estimated our new ships' average useful lives at 30 years and their
residual values at 15% of our original ship cost.

     Given the very large and complex nature of our ships, all the above
ship accounting estimates require considerable judgment and are inherently
uncertain.  We do not have cost segregation studies performed to
specifically componentize our ship systems; therefore, our overall
estimates of the relative costs of these component systems are based
principally on general and technical information known about major ship
component system lives and our knowledge of the cruise industry.  In
addition, we do not identify and track the depreciation of specific
component systems, but instead utilize estimates when determining the net
cost basis of assets being replaced or refurbished.  If materially
different conditions existed, or if we materially changed our assumptions
of ship lives and residual values, our depreciation expense, gain or loss
on replacement or refurbishment of ship assets and net book value of our
ships would be materially different.  In addition, if we change our
assumptions in making our determinations as to whether improvements to a
ship add value, the amounts we expense each year as repair and maintenance
costs could increase, partially offset by a decrease in depreciation
expense, as less costs would have been initially capitalized to our ships.
 Our fiscal 2002 ship depreciation expense would have increased by
approximately $10 million for every year we reduced our estimated average
30 year ship useful life.  In addition, if our ships were estimated to
have no residual value, our fiscal 2002 depreciation expense would have
increased by approximately $45 million.

     We believe that the estimates we made for ship accounting purposes
are reasonable and our methods are consistently applied and, accordingly,
result in depreciation expense that is based on a rational and systematic
method to equitably allocate the costs of our ships to the periods during
which services are obtained from their use.  In addition, we believe that
the estimates we made are reasonable and our methods consistently applied
(1) in determining the overall relative costs of our ships' component
systems; (2) in determining which ship improvement costs add value to our
ships; and (3) in determining the net cost basis of ship component assets
being replaced or refurbished.  Finally, we believe our critical ship
accounting estimates are generally comparable with those of other major
cruise companies.

     Asset Impairment

     Our review of our long-lived assets, principally ships and, prior to
fiscal 2002, goodwill, required us to initially estimate the undiscounted
future cash flow of these assets, whenever events or changes in
circumstances indicate that the carrying amount of these assets may not be
fully recoverable.  If such analysis indicated that a possible impairment
may exist, as described in Note 2, "Summary of Significant Accounting
Policies - Property and Equipment" in the accompanying financial
statements, we are required to then estimate the fair value of the asset,
principally determined either by third party appraisals, sales price
negotiations and estimated discounted future cash flows, which includes
making estimates of the timing of the future cash flows, discount rates
and reflecting varying degrees of perceived risk. In addition, commencing
in fiscal 2002 upon the adoption of SFAS No. 142, we are also required to
estimate the fair value of our reporting units, such as our cruise lines
which have been allocated goodwill, at least annually to determine if our
goodwill has been impaired.

     The determination of fair value includes numerous uncertainties,
unless a viable actively traded market exists for the asset or for a
comparable reporting unit, which is usually not the case for cruise ships
and cruise lines.  For example, in determining fair values of ships and
cruise lines utilizing discounted forecasted cash flows, significant
judgments are made concerning, among other things, future net revenue
yields, operating, selling and administrative costs per available berth
day, interest and discount rates, cruise itineraries, ship additions and
retirements, technological changes, consumer demand, governmental
regulations and the effects of competition.  In addition, third party
appraisers are sometimes used to determine fair values and some of their
valuation methodologies are also subject to similar types of
uncertainties.  We believe that we have made reasonable estimates and
judgments in determining whether our long-lived assets and goodwill have
been impaired.  However, if there is a material change in the assumptions
used in our determination of fair value or if there is a material change
in the conditions or circumstances influencing fair value, we could be
required to recognize a material impairment charge.

     Contingencies

     We periodically assess the potential liabilities related to any
lawsuits or claims brought against us, as well as for other known
unasserted claims, including environmental, legal and tax matters. While
it is typically very difficult to determine the timing and ultimate
outcome of these matters, we use our best judgment to determine if it is
probable that we will incur an expense related to the settlement or final
adjudication of such matters and whether a reasonable estimation of such
probable loss, if any, can be made.  In assessing probable losses, we make
estimates of the amount of insurance recoveries, if any. We accrue a
liability when we believe a loss is probable and the amount of the loss
can be reasonably estimated, in accordance with the provisions of SFAS No.
5, "Accounting for Contingencies," as amended. See Note 8 in the
accompanying financial statements for additional information concerning
our contingencies.

     Given the inherent uncertainty related to the eventual outcome of
these matters and potential insurance recoveries, it is possible that all
or some of these matters may be resolved for amounts materially different
from any provisions or disclosures that we may have made with respect to
their resolution.  In addition as new information becomes available, we
may need to reassess the amount of probable liability that needs to be
accrued related to our contingencies.  All such revisions in our estimates
could materially impact our results of operations and financial position.

    Proposed Exposure Draft

    In June 2001, the Accounting Standards Executive Committee issued a
Statement of Position exposure draft, entitled "Accounting for Certain
Costs and Activities Related to Property, Plant and Equipment" ("Proposed
SOP").  If issued in its current form, the Proposed SOP would require,
among other things, significant changes to our ship accounting.
Specifically, we would be required to adopt the component method of
accounting for our ships, which may require us, among other things, to
maintain very detailed historical cost records for the components of our
ships and may result in changes in the amount and timing of depreciation
and repair and maintenance expenses and the amount of gain or loss
recognized on the replacement or refurbishment of ship component parts.
In addition, we would have to expense dry-dock costs as incurred instead
of amortizing our costs to expense generally over one year.  Finally, we
would have to treat liquidated damages received from shipyards for delay
delivery damages as a reduction to our ships' cost basis instead of our
current treatment of recording liquidated damages as nonoperating income,
since they are a reimbursement for expenses incurred and lost profits.  We
have not completed an analysis of the impact this Proposed SOP would have
on our financial statements, as we are uncertain whether, or in what form,
this Proposed SOP will be adopted.

Results of Operations

     We earn our cruise revenues primarily from the following:
       - the sale of passenger cruise tickets, which includes
         accommodations, meals, and most onboard activities,
       - the sale of air transportation to and from our cruise ships, and
       - the sale of goods and services on board our cruise ships, such as
         casino gaming, bar sales, gift shop and photo sales, shore
         excursions and spa services.

     We also derive revenues from the tour and related operations of
Tours.

     For segment information related to our revenues, operating income and
other financial information see Note 12 in the accompanying financial
statements.  Operations data expressed as a percentage of total revenues
and selected statistical information were as follows:


                                              Years Ended November 30,
                                           2002         2001         2000

Revenues                                    100%        100%         100%

Costs and Expenses
  Operating                                  53          54           54
  Selling and administrative                 14          14           13
  Depreciation and amortization               9           8            8
  Impairment charge                                       3
  Loss (income) from affiliated
    operations, net                                       1           (1)
                                             76          80           74
Operating Income                             24          20           26
Nonoperating  Expense                        (1)
Net Income                                   23%         20%          26%

Selected Statistical Information
  (in thousands, except occupancy)
     Passengers carried                   3,549       3,385        2,669
     Available lower berth days          21,436      20,685       15,888
     Occupancy percentages                105.2%      104.7%       105.4%


     Commencing in fiscal 2001, our statements of operations and selected
statistical information included the consolidation of Costa's results of
operations.  In fiscal 2000, our 50% interest in Costa's results of
operations were recorded in affiliated operations and were not included in
our 2000 statistical information.

     General

     Our cruise and tour operations experience varying degrees of
seasonality.  Our revenue from the sale of passenger tickets for our
cruise operations is moderately seasonal. Historically, demand for cruises
has been greatest during the summer months.  Tour's revenues are highly
seasonal, with a vast majority of its revenues generated during the late
spring and summer months in conjunction with the Alaska cruise season.

     The year over year percentage increase in our average passenger
capacity, resulting primarily from new ships entering service, for fiscal
2003, 2004 and 2005 is currently expected to be approximately 17.6%, 16.0%
and 10.2%, respectively.

     As discussed in Note 7 in the accompanying financial statements, we
have a proposed DLC transaction with P&O Princess, which is subject to the
approval by P&O Princess' shareholders and our shareholders.  If the DLC
transaction is completed, the Combined Group will be the largest cruise
vacation group in the world, based on revenues, passengers carried and
available capacity. As of January 31, 2003, the Combined Group would have
had a fleet of 65 cruise ships offering 99,982 lower berths, with 18
additional cruise ships having 42,260 lower berths scheduled to be added
over the next three and a half years.

     See the Liquidity and Capital Resources section below for additional
discussion of the proposed DLC transaction.

     Outlook For Fiscal 2003 ("2003")

     In our earnings press release dated December 19, 2002, we noted that
booking volumes had slowed in the preceding weeks compared to the same
period in the prior year.  With the start of Wave Season this year (Wave
Season is a period of higher booking levels which starts in early January
each year), booking levels have increased, but have not been up to our
expectations.  Although year-to-date 2003 booking volumes are equal to
last year's levels, bookings have not increased commensurate with the
increase in our 2003 capacity.  We believe that bookings in 2003 have been
impacted by the uncertain economic environment, concerns regarding a war
with Iraq, and more recently the security alerts issued by various
national governments. These factors have caused us to reduce cruise
pricing to stimulate incremental demand for the first and second quarters.

     We now expect our first quarter net revenue yields to be approximately
equal to last year's levels as compared to our previous guidance, which was
up 1% to 3%.  Net revenue yields in the first quarter will be negatively
impacted by an increase in capacity weighted toward our lower priced
contemporary cruise products (mix).  Excluding the impact of this mix issue,
first quarter net revenue yields are expected to be up 2% to 3%.

     The current environment for travel will have the most significant effect
on our second quarter 2003 bookings.  Because of the close-in booking
pattern, we have less visibility regarding the second quarter than we would
normally have at this time.  However, we anticipate that net revenue yields
for the second quarter could be below last year's levels compared to our
earlier expectation of an increase in yields over the prior year.

     With respect to costs, fuel prices have increased considerably since our
last update. Based on current market prices for fuel, we now expect our cost
per available berth day, excluding air costs and commissions, to be up
approximately 6% to 8% for the first quarter of 2003 and 10% to 12% for the
second quarter of 2003 as compared to the prior year (versus our previous
guidance of up 4% to 6% for both quarters).  About 50% of the higher cost per
available berth day for the first and second quarters of 2003 is expected to
be due to the increase in fuel costs, with the remaining increase due to the
previously disclosed front loading of advertising costs, as well as higher
insurance, environmental and security costs.

     We also expect to record nonoperating income of approximately $0.03 per
share from insurance recoveries in the first quarter of 2003.

     Looking to the second half of 2003, cumulative booking volumes on a
capacity adjusted basis are approximately equal to the prior year at prices
slightly below that of the prior year.  Because of the close-in booking
pattern, it is too early to give net revenue yield guidance for the remainder
of 2003.  Excluding the possible impact of higher fuel costs, operating cost
per available berth day in the second half of 2003 is expected to be flat to
slightly down as compared to the prior year.


Fiscal 2002 ("2002") Compared to Fiscal 2001 ("2001")

     Revenues

     Revenues decreased $167 million, or 3.7%, in 2002 compared to 2001.
Cruise revenues decreased $129 million, or 3.0%, to $4.23 billion in 2002
from $4.36 billion in 2001.  Our cruise revenue change resulted from a
7.0% decrease in our gross revenue per passenger cruise day, partially
offset by a 3.6% increase in passenger capacity and a 0.5% increase in our
occupancy rate.  This decrease in our gross revenue per passenger cruise
day was primarily caused by a significant decline in the number of guests
purchasing air transportation from us in 2002 compared to 2001.  When a
guest elects to provide his or her own transportation, rather than
purchasing air transportation from us, both our cruise revenues and
operating expenses decrease by approximately the same amount.  Also adding
to the reduction in gross revenue per passenger cruise day was the adverse
impact of the September 11, 2001 events, which resulted in lower cruise
ticket prices.   Net revenue yield (net revenue per available berth day
after deducting the cost of air transportation, travel agent commissions
and other direct costs of sales) was down 2.7% compared to 2001.

     Our cruise revenues discussed above included onboard and other
revenues such as bar sales, casino gaming, shore excursions, gift shop and
spa sales, photo sales and pre-and post-cruise land packages.  These
activities are either performed directly by us or by independent
concessionaires, from which we collect a percentage of their revenues.  In
2002 and 2001, onboard and other revenues represented 20.9% and 19.0%,
respectively, of our cruise revenues.

     Tour revenues decreased $54 million, or 23.4%, to $176 million in
2002 from $229 million in 2001 principally due to a lower number of Alaska
and Canadian Yukon cruise/tours sold. This revenue decrease was primarily
as a result of one less ship offering land tours to its guests in 2002
compared to 2001 and increased competition. In addition, three isolated
cancellations of Holland America Alaska cruises in 2002 resulting
primarily from mechanical malfunctions also contributed to this decrease
in revenues.

     Our tour segment's operating income decreased from $10 million in
1999 to an operating loss of $13 million in 2002.  This decrease was
primarily the result of increased competition.  Although our tour segment
is not material to our consolidated results, it is an integral part of our
Alaska cruise/tour programs.  Accordingly, we recently have and are
continuing to take steps to upgrade the attractiveness of certain of our
tour assets. Specifically, we have entered into contracts for the
construction of eight new domed rail cars and we also expect to purchase
additional motor coaches, renovate and expand two hotels and add new
attractive tour destinations to our programs, such as Kluane National
Park.

     Costs and Expenses

     Operating expenses decreased $157 million, or 6.4%, in 2002 compared
to 2001. Cruise operating costs decreased by $130 million, or 5.6%, to
$2.20 billion in 2002 from $2.33 billion in 2001. Approximately $116
million of this decrease was due to reduced air travel and related costs
primarily due to fewer guests purchasing air transportation through us,
and $41 million was primarily due to lower commissions because of lower
cruise revenues. This decrease was partially offset by an increase in fuel
and other cruise operating expenses, which was largely due to costs
associated with our 3.6% increase in passenger capacity.  In addition, as
a result of having developed and commencing the implementation of a
worldwide environmental compliance program in 2002, we began to incur
additional environmental compliance costs, which were not material in
2002, but are expected to reach approximately $10 million annually
starting in 2003.  Excluding air travel costs, travel agent commissions
and other direct costs of sales, cruise operating costs per available
berth day decreased 1.6%, partially as a result of the cost reduction
initiatives we undertook after the events of September 11, 2001.  Tour
operating expenses decreased $42 million, or 22.3%, to $145 million in
2002 from $187 million in 2001 principally due to the reduction in the
number of cruise/tours sold.

     Selling and administrative expenses decreased $7 million, or 1.1%, to
$612 million in 2002 from $619 million in 2001.  Selling and
administrative expenses decreased in 2002 primarily because of our 3.9%
decrease in selling and administrative costs per available berth day,
partially offset by additional expenses associated with our 3.6% increase
in passenger capacity.  Our costs per available berth day decreased
partially because of the cost containment actions taken after September
11, 2001.

     Depreciation and amortization increased by $10 million, or 2.7%, to
$382 million in 2002 from $372 million in 2001. Depreciation and
amortization in 2002 compared to 2001 increased by $30 million primarily
as a result of the expansion of our fleet and ship improvement
expenditures, partially offset by the elimination of $20 million of annual
goodwill amortization upon our adoption of SFAS No. 142 on December 1,
2001 (see Note 2).

     See Note 4 in the accompanying financial statements for a discussion
of the 2002 and 2001 impairment charge.

     Affiliated Operations

     During 2001, we recorded $44 million of losses from affiliated
operations for our portion of Airtours' losses.  On June 1, 2001 we sold
our investment in Airtours and, accordingly, we ceased recording Airtours
results as of the end of our second quarter of 2001.

     Nonoperating (Expense) Income

     Interest income decreased by $2 million in 2002 compared to 2001,
which was comprised of a $25 million reduction in interest income due to
lower average interest rates, partially offset by a $23 million increase
in interest income from our higher average invested cash balances.
Interest expense was the same in 2002 and in 2001, which was comprised of
a $22 million increase in interest expense due to our increased level of
average borrowings, offset by a $22 million reduction in interest expense
due to lower average borrowing rates. The higher level of average
borrowings in 2002 were due primarily from the issuance of our convertible
notes in April and October 2001.  Capitalized interest increased $10
million during 2002 compared to 2001 due primarily to higher average
levels of investment in ship construction projects.

     Other expense in 2002 of $4 million consisted primarily of a $8
million loss, including related expenses, resulting from the sale of
Holland America's former Nieuw Amsterdam, partially offset by $4 million
of income related to the termination of an over funded pension plan.

     The income tax benefit of $57 million recognized in 2002 was
substantially all due to a new Italian investment incentive law, which
allowed Costa to receive an income tax benefit of $51 million based on
contractual expenditures during 2002 on the construction of new ships.



Fiscal 2001 ("2001") Compared to Fiscal 2000 ("2000")

     Revenues

     Revenues increased $757 million, or 20%, in 2001 compared to 2000.
Cruise revenues increased by $780 million, or 21.8%, to $4.36 billion in
2001 from $3.58 billion in 2000.  Approximately $598 million of our cruise
revenue increase was due to the consolidation of Costa, and $182 million
was due to increased revenues from our other brands.  Our other brands'
cruise revenues change resulted from an increase of 9.6% in our passenger
capacity, partially offset by a 4.1% decrease in our gross revenue per
passenger cruise day and a slight decrease in our occupancy rate of 0.4%.
 Net revenue yield, excluding Costa, was down 3.6% compared to 2000.  Our
post-September 11, 2001, cruise results were adversely affected by the
September 11, 2001 terrorist attacks, which impacted all leisure travel
businesses and caused significant price competition among alternative
vacation options in order to stimulate demand. We therefore had lower
occupancies and prices during our 2001 fourth quarter.  In addition, the
slowdown in the general economic and business conditions throughout fiscal
2001 also adversely impacted our customers and, accordingly, had an
overall negative effect on our 2001 gross revenues compared to 2000.  Our
luxury cruise brands, which comprised approximately 8% of our average
capacity during 2001, were particularly affected by this slowdown and
realized significantly lower pricing during most of 2001 compared to 2000.
 Finally in 2001 and 2000, onboard and other revenues represented 19% and
18.8%, respectively, of our cruise revenues.

     Costs and Expenses

     Operating expenses increased $410 million, or 19.9%, in 2001 compared
to 2000.  Cruise operating costs increased by $423 million, or 22.1%, to
$2.33 billion in 2001 from $1.91 billion in 2000.  Approximately $340
million of our cruise operating cost increase was due to the consolidation
of Costa, and the remaining $83 million of the increase was from our other
brands.  Cruise operating costs, excluding Costa, increased in 2001
primarily from additional costs associated with our 9.6% increase in
passenger capacity, partially offset by a 4.4% decrease in our cruise
operating expenses per available berth day.

     Selling and administrative expenses increased $131 million, or 26.9%,
to $619 million in 2001 from $487 million in 2000.  Approximately $98
million of our increase was due to the consolidation of Costa, and the
remaining $33 million of the increase was from our other brands.  Selling
and administrative expenses, excluding Costa, increased in 2001 primarily
from additional expenses associated with our 9.6% increase in passenger
capacity and the 0.6% increase in our selling and administrative expenses
per available berth day.

     Depreciation and amortization increased by $85 million, or 29.4%, to
$372 million in 2001 from $288 million in 2000.  This increase was
primarily from our consolidation of Costa, which accounted for
approximately $50 million of the increase, and the majority of the
remaining $35 million increase was due to our expansion of the fleet and
ship improvement expenditures.

     Affiliated Operations

     During 2001, we recorded $44 million of losses from affiliated
operations as compared with $38 million of income in 2000.  Our portion of
Airtours' losses in 2001 was $43 million as compared to $41 million of
losses in 2000.  In fiscal 2001 Costa's results of operations were
consolidated and were not included in our 2001 affiliated operations.  We
recorded income of $77 million during 2000 from our interest in Costa.
See Notes 5 and 17 in the accompanying financial statements for additional
information regarding our affiliated operations and the acquisition of
Costa.

     Nonoperating (Expense) Income

     Interest income increased by $18 million in 2002 compared to 2001,
which was comprised of a $30 million increase in interest income from our
higher average invested cash balances partially offset by a $12 million
reduction in interest income due to lower average interest rates. Interest
expense increased by $68 million, which was comprised of a $99 million
increase in interest expense due to our increased level of average
borrowings, partially offset by a $31 million reduction in interest
expense due to lower average borrowing rates. The higher level of average
borrowings were primarily from our acquisition and consolidation of Costa
and the issuance of our 2% Notes in April 2001. Capitalized interest
decreased $12 million during 2001 compared to 2000 due primarily to lower
average levels of investment in ship construction projects.

     Other income in 2001 of $109 million consisted primarily of a gain of
$101 million from the sale of our investment in Airtours, a $13 million
gain from a settlement agreement with the manufacturers of some of our
ship propulsion systems to reimburse us for lost revenues and expenses
incurred due to disruption in service during 2000, a $16 million gain from
the sale of our interest in CRC, partially offset by $9 million of short-
term investment write-downs and $9 million of estimated net litigation
expenses.

     An income tax benefit of $12 million was recognized in 2001 compared
to a $1 million expense in 2000.  Approximately $9 million of the net
increase in the income tax benefit was from Costa, primarily due to
changes in Italian tax laws.

Liquidity and Capital Resources

     Sources and Uses of Cash

     Our business provided $1.47 billion of net cash from operations
during fiscal 2002, an increase of $230 million, or 18.6%, compared to
fiscal 2001, due primarily to an increase in customers' advance ticket
deposits.

     During fiscal 2002, our net expenditures for capital projects were
$1.99 billion, of which $1.76 billion was spent for our ongoing
shipbuilding program. The $230 million of nonshipbuilding capital
expenditures consisted primarily of ship refurbishments, information
technology assets, Tour assets and cruise port facility developments.

     During fiscal 2002, we borrowed $232 million, which included $150
million under Costa's euro denominated revolving credit facility and $50
million under our revolving credit facility.  In addition, in fiscal 2002,
we made $190 million of principal repayments, primarily on Costa's
revolving credit facility and Costa's collateralized debt. We also paid
cash dividends of $246 million in fiscal 2002.

     Future Commitments and Funding Sources


     At November 30, 2002, our contractual cash obligations, with initial
or remaining terms in excess of one year, and the effects such obligations
are expected to have on our liquidity and cash flow in future periods were
as follows (in thousands)(a):



                                                   Payments Due by Fiscal
Contractual Cash
  Obligations          Total        2003       2004       2005         2006       2007  Thereafter

                                                                 C>       

Shipbuilding        $5,210,000  $1,630,000  $2,110,000  $1,140,000  $  330,000    $        $
Long-term debt       3,160,611     148,642     127,985     907,648   1,387,209     22,833  566,294
Port and other
  commitments          348,700      52,100      38,800      25,300      25,800     27,100  179,600
Operating leases        69,500      10,700       9,300       9,100       9,100      6,000   25,300

Total contractual
  cash obligations  $8,788,811  $1,841,442  $2,286,085  $2,082,048  $1,752,109   $ 55,933 $771,194


(a) See Notes 6 and 7 in the accompanying financial statements for additional
    information regarding our debt and these commitments.



     In addition, see Note 7, "Contingent Obligations" and Note 6,
"Proposed Dual-Listed Company Transaction with P&O Princess" and "Travel
Vouchers" in the accompanying financial statements for a discussion of our
contingent obligations related to our three lease-type ship transactions
and our DLC transaction and travel voucher commitments, respectively.

     At November 30, 2002, we had liquidity of $2.2 billion, which
consisted of $706 million of cash, cash equivalents and short-term
investments and $1.5 billion available for borrowing under our revolving
credit facilities obtained through a group of banks, which have strong
credit ratings.  Our revolving credit facilities mature in 2006.  A key to
our access to liquidity is the maintenance of our strong credit ratings.
The proposed combination with P&O Princess under a DLC structure, if
completed, may result in our debt being downgraded from our current
ratings.  A downgrade would increase our cost-of-borrowing, although we
believe our senior unsecured debt will retain a strong investment grade
rating.

     We believe that our existing liquidity, together with our forecasted
cash flow from future operations, will be sufficient to fund most of our
capital projects, debt service requirements, dividend payments and working
capital needs. Our forecasted cash flow from future operations, as well as
our credit ratings, may be adversely affected by various factors,
including, but not limited to, declines in customer demand, increased
competition and overcapacity, the deterioration in general economic and
business conditions, the international political and economic climate,
accidents and other incidents at sea, adverse publicity and increases in
fuel prices, as well as other factors noted under "Cautionary Note
Concerning Factors That May Affect Future Results."  To the extent that we
are required, or choose, to fund future cash requirements, including our
future shipbuilding commitments, from sources other than as discussed
above, we believe that we will be able to secure such financing from banks
or through the offering of debt and/or equity securities in the public or
private markets. No assurance can be given that our future operating cash
flow will be sufficient to fund future obligations or that we will be able
to obtain additional financing, if necessary.

     Although no assurance can be given, we expect to complete our DLC
transaction with P&O Princess in the second quarter of fiscal 2003.  As a
result of the DLC transaction, the Combined Group's outstanding long-term
debt will be approximately $5.7 billion and its shipbuilding commitments
for 18 new cruise ships and two river boats will be approximately $7.0
billion, which is a substantial increase over our existing obligations and
commitments. However, we believe that the Combined Group's liquidity,
including cash and committed financings, and cash flows from future
operations will be sufficient to fund the expected capital projects, debt
service requirements, dividend payments, working capital and other firm
commitments through at least the next twelve months.

Off-Balance Sheet Arrangements

     We are not a party to any off-balance sheet arrangements, including
guarantee contracts, retained or contingent interests, certain derivative
instruments and variable interest entities, that either have, or are
reasonably likely to have, a current or future material effect on our
financial statements.

Other Matter

     Market Risks

     We are principally exposed to market risks from fluctuations in
foreign currency exchange rates, bunker fuel prices and interest rates. We
seek to minimize foreign currency and interest rate risks through our
normal operating and financing activities, including netting certain
exposures to take advantage of any natural offsets, through our long-term
investment and debt portfolio strategies and, when considered appropriate,
through the use of derivative financial instruments.  The financial
impacts of these hedging instruments are offset by corresponding changes
in the underlying exposures being hedged.  Our policy is to not use
financial instruments for trading or other speculative purposes.

     Exposure to Foreign Currency Exchange Rates

     Our primary foreign currency exchange risk was related to our
outstanding commitments under ship construction contracts denominated in a
currency other than the functional currency of the cruise brand that is
expected to be operating the ship.  These non-functional currency
commitments are affected by fluctuations in the value of the functional
currency as compared to the currency in which the shipbuilding contract is
denominated.  Foreign currency forward contracts are generally used to
manage this risk (see Notes 2 and 11 in the accompanying financial
statements). Accordingly, increases and decreases in the fair value of
these foreign currency forward contracts offset changes in the fair value
of the hedged non-functional foreign currency denominated ship
construction commitments, thus resulting in the elimination of such risk.

     We have forward foreign currency contracts for seven of our euro
denominated shipbuilding contracts (see Note 7 in the accompanying
financial statement).  At November 30, 2002, the fair value of these
forward contracts was an unrealized loss of $178 million which is
recorded, along with an offsetting $178 million fair value asset related
to our shipbuilding firm commitments, on our accompanying 2002 balance
sheet.  These foreign currency forward contracts mature through 2005.
Based upon a 10% strengthening or weakening of the U.S. dollar compared to
the euro as of November 30, 2002, assuming no changes in comparative
interest rates, the estimated fair value of these contracts would decrease
or increase by $235 million, which would be offset by a decrease or
increase of $235 million in the U.S. dollar value of the related foreign
currency ship construction commitments resulting in no net dollar impact
to us.

     The cost of shipbuilding orders, which we may place in the future may
be affected by foreign currency exchange rate fluctuations.  Should the
U.S. dollar weaken relative to the euro, future orders for new ship
construction in European shipyards may be at higher prices relative to the
U.S. dollar.

     Additionally, our investments in foreign subsidiaries subjects us to
foreign currency exchange rate risk.  We consider our investments in
foreign subsidiaries to be denominated in relatively stable currencies
and/or of a long-term nature and, accordingly, do not typically manage our
related foreign currency exchange rate risk through the use of derivative
financial instruments.  However, when we paid the Costa acquisition price,
we utilized debt denominated in euros, the functional currency of Costa,
to reduce a portion of this risk.

     Finally, we sell cruises and incur cruise expenses in foreign
currencies which subjects us to foreign currency exchange risk.  The
primary currencies for which we have exchange rate exposure are the U.S.
dollar versus both the euro and the UK Sterling.  We do not expect that
the impact of fluctuations in the foreign currency exchange rate on our
foreign currency denominated cruise revenues and expenses to materially
affect our results of operations due primarily to the natural hedges,
which are expected to exist within our operations, including interest
expense on euro denominated borrowings, and the relative stability of the
foreign currencies.  However, we will continue to monitor such items to
determine if any actions, such as the issuance of additional foreign
currency denominated debt or use of other financial instruments, would be
warranted to reduce such risk.

     Exposure to Bunker Fuel Prices

     Cruise ship operating expenses are impacted by changes in bunker fuel
prices.  Bunker fuel consumed over the past three fiscal years ranged from
approximately 4.2% in fiscal 2002 to 4.0% in fiscal 2001 and 2000 of our
gross cruise revenues.  We have typically not used financial instruments
to hedge our exposure to the bunker fuel price market risk.

     Based upon a 10% hypothetical increase or decrease in the November
30, 2002 bunker fuel price, we estimate that our fiscal 2003 bunker fuel
cost would increase or decrease by approximately $19 million compared to
fiscal 2002.  See "Outlook For Fiscal 2003."

     Exposure to Interest Rates

     In order to limit our exposure to interest rate fluctuations, we have
entered into a substantial number of fixed rate debt instruments. We
continuously evaluate our debt portfolio, including interest rate swap
agreements, and make periodic adjustments to the mix of floating rate and
fixed rate debt based on our view of interest rate movements.  Accordingly
in 2001, we entered into fixed to variable interest rate swap agreements,
which lowered our fiscal 2002 and 2001 interest costs and are also
expected to lower our fiscal 2003 interest costs.  At November 30, 2002,
81% of the interest cost on our debt was effectively fixed and 19% was
variable.

     At November 30, 2002, our long-term debt had a carrying value of
$3.16 billion.  At November 30, 2002, our swap agreements effectively
changed $225 million of fixed rate debt with a weighted-average fixed
interest rate of 6.8% to Libor-based floating rate debt.  In addition,
interest rate swaps at November 30, 2002, effectively changed $468 million
of euribor floating rate debt to fixed rate debt with a weighted-average
fixed interest rate of 5.5%.  These interest rate swaps mature through
2006.  The fair value of our debt and swaps at November 30, 2002 was $3.33
billion.  Based upon a hypothetical 10% decrease or increase in the
November 30, 2002 market interest rates, the fair value of our debt and
swaps would increase or decrease by $55 million.  In addition, based upon
a hypothetical 10% decrease or increase in our November 30, 2002 common
stock price, the fair value of our convertible notes would increase or
decrease by approximately $26 million.

     These hypothetical amounts are determined by considering the impact
of the hypothetical interest rates and common stock price on our existing
debt and interest rate swaps.  This analysis does not consider the effects
of the changes in the level of overall economic activity that could exist
in such environments or any relationships which may exist between interest
rate and stock price movements.  Furthermore, since substantially all of
our fixed rate debt cannot currently be called or prepaid and a majority
of our variable rate debt is subject to interest rate swaps which
effectively fix the interest rate in the short-term, it is unlikely we
would be able to take any significant steps in the short-term to mitigate
our exposure in the event of a significant decrease in market interest
rates.


Selected Financial Data

     The selected consolidated financial data presented below for fiscal
1998 through 2002 and as of the end of each such fiscal year, are derived
from our audited financial statements and should be read in conjunction
with those financial statements and the related notes.





                                                  Years Ended November 30,
                                  2002          2001          2000        1999        1998
                                   (in thousands, except per share data and percentages)
Statement of Operations
  and Other Data (a)
                                                                      

Revenues                 $4,368,269    $4,535,751    $3,778,542  $3,497,470  $3,009,306
Operating income         $1,042,059    $  891,731    $  982,958  $1,019,699  $  896,524
Net income(b)            $1,015,941(c) $  926,200(c) $  965,458  $1,027,240  $  835,885
   Earnings per share (b)
  Basic                  $     1.73    $     1.58    $     1.61  $     1.68  $     1.40(d)
  Diluted                $     1.73    $     1.58    $     1.60  $     1.66  $     1.40(d)
Dividends declared
  per share              $     .420    $     .420    $     .420  $     .375  $     .315(d)
Cash from operations     $1,469,032    $1,238,936    $1,279,535  $1,329,724  $1,091,840
Capital expenditures     $1,986,482    $  826,568    $1,003,348  $  872,984  $1,150,413
Available lower berth
  days(e)                    21,436        20,685        15,888      14,336      12,237
Passengers carried            3,549         3,385         2,669       2,366       2,045
Occupancy percentages (f)     105.2%        104.7%        105.4%      104.3%      106.3%


                                                   As of November 30,
                               2002 (a)      2001 (a)    2000(a)     1999        1998
                                         (in thousands, except percentages)
Balance Sheet and Other
  Data

Total assets              $12,334,848(g)$11,563,552(g)  $9,831,320  $8,286,355  $7,179,323
Long-term debt, excluding
  current portion         $ 3,011,969   $ 2,954,854     $2,099,077  $  867,515  $1,563,014
Total shareholders'
  equity                  $ 7,417,903   $ 6,590,777     $5,870,617  $5,931,247  $4,285,476
Debt to capital(h)               29.9%         31.1%          28.6%       15.3%       27.6%



(a) From June 1997 through September 28, 2000, we owned 50% of Costa.  On
    September 29, 2000, we completed the acquisition of the remaining 50%
    interest in Costa.  We accounted for this transaction using the
    purchase accounting method.  Prior to the fiscal 2000 acquisition, we
    accounted for our 50% interest in Costa using the equity method.
    Commencing in fiscal 2001, Costa's results of operations have been
    consolidated in the same manner as our other wholly-owned
    subsidiaries.  Our November 30, 2000 and subsequent consolidated
    balance sheets include Costa's balance sheet.  All statistical
    information prior to 2001 does not include Costa.  See Notes 5 and 17
    in the accompanying financial statements.
(b) Effective December 1, 2001, we adopted SFAS No. 142, which requires us
    to stop amortizing goodwill and requires an annual, or when events or
    circumstances dictate a more frequent, impairment review of goodwill.
    Accordingly, as of December 1, 2001, we no longer amortize our
    goodwill. If goodwill had not been recorded for periods prior to
    December 1, 2001, our adjusted net income and adjusted basic and
    diluted earnings per share would have been as follows (dollars in
    thousands, except per share data):


                                        Years Ended November 30,
                                 2001      2000        1999      1998

    Net income                 $926,200  $965,458  $1,027,240  $835,885
    Goodwill amortization        25,480    23,046      20,666    17,074

    Adjusted net income        $951,680  $988,504  $1,047,906  $852,959

    Adjusted earnings per share
      Basic                       $1.63     $1.65       $1.71     $1.43
      Diluted                     $1.62     $1.64       $1.70     $1.43


(c) Our net income for fiscal 2002 and 2001 includes an impairment charge
    of $20 million and $140 million, respectively, and fiscal 2001
    includes a nonoperating net gain of $101 million from the sale of our
    investment in Airtours.  In addition, fiscal 2002 includes a $
    million income tax benefit as a result of a new Italian investment
    incentive, which allows Costa to receive an income tax benefit based
    on contractual expenditures during 2002 on construction of new ships.
    See Notes 4, 5 and 9 in the accompanying financial statements.
(d) The 1998 per share amounts have been adjusted to reflect a two-for-
    one stock split effective June 12, 1998.
(e) Represents the total annual passenger capacity, assuming two
    passengers per cabin, that our ships offered for sale, which is
    computed by multiplying passenger capacity by ship operating days.
(f) In accordance with cruise industry practice, occupancy percentage is
    calculated based upon two passengers per cabin even though some cabins
    can accommodate three or more passengers. The percentages in excess of
    100% indicate that more than two passengers occupied some cabins.
(g) Effective December 1, 2000, we adopted SFAS No. 133, which requires
    that all derivative instruments be recorded on our balance sheet.
    Total 2002 and 2001 assets include $178 million and $567 million,
    respectively, which represents the fair value of hedged firm
    commitments.  See Note 2 in the accompanying financial statements.
(h) Represents the percentage of total debt to the sum of total debt and
    shareholders' equity.



Market Price for Common Stock

     Our common stock is traded on the New York Stock Exchange under the
symbol CCL.  Our intra-day high and low common stock sales prices for the
periods indicated were as follows:


                                 High              Low
Fiscal 2002:
       First Quarter           $28.62            $25.05
       Second Quarter          $34.64            $27.40
       Third Quarter           $30.90            $22.81
       Fourth Quarter          $29.78            $22.07

Fiscal 2001:
       First Quarter           $34.94            $21.94
       Second Quarter          $33.40            $23.60
       Third Quarter           $33.74            $25.89
       Fourth Quarter          $31.47            $16.95

     As of January 29, 2003, there were approximately 4,556 holders of
record of our common stock.  The Republic of Panama does not currently
have tax treaties with any other country. Under current law, we believe
that distributions to our shareholders, other than residents of Panama or
other business entities conducting business in Panama, are not subject to
taxation under the laws of the Republic of Panama.  Dividends that we pay
to U.S. citizens, residents, corporations and to foreign corporations
doing business in the U.S., to the extent treated as "effectively
connected" income, will be taxable as ordinary income for U.S. federal
income tax purposes to the extent of our current or accumulated earnings
and profits, but generally will not qualify for any dividends-received
deduction.




Selected Quarterly Financial Data (Unaudited)

       Quarterly financial results for fiscal 2002 were as follows:


                                                Quarters Ended
                              February 28      May 31      August 31     November 30
                                        (in thousands, except per share data)
                                                              
Revenues                     $  905,776   $  989,157    $1,437,655     $1,035,681
Gross profit                 $  387,611   $  455,702    $  755,412     $  457,625
Operating income             $  145,812   $  220,411    $  488,424(a)  $  187,412(a)
Net income                   $  129,640   $  194,201    $  500,764     $  191,336
Earnings per share
  Basic                      $      .22   $      .33    $      .85     $      .33
  Diluted                    $      .22   $      .33    $      .85     $      .33
Dividends declared
  per share                  $     .105   $     .105    $     .105     $     .105

 (a) Includes a $17 million and a $34 million income tax benefit in the August 31 and
     November 30 quarters, respectively, from Costa, resulting from a new Italian
     investment incentive law.  In addition, the August 31 quarter includes a $20 million
     impairment charge.


   Quarterly financial results for fiscal 2001 were as follows:

                                               Quarters Ended
                              February 28      May 31       August 31    November 30
                                        (in thousands, except per share data)


Revenues                    $1,007,606      $1,079,125    $1,489,918    $959,102
Gross profit                $  407,486      $  477,791    $  770,540    $411,204
Operating income            $  138,941      $  207,907    $  425,346    $119,537
Net income                  $  127,950(a)   $  186,963(b) $  494,975(c) $116,312(d)
Earnings per share
  Basic                     $      .22      $      .32    $      .84    $    .20
  Diluted                   $      .22      $      .32    $      .84    $    .20
Dividends declared
  per share                 $     .105      $     .105    $     .105    $   .105




(a) Includes a $13 million gain from a settlement agreement with the
    manufacturers of some of our ship propulsion systems to reimburse us
    for lost revenues and expenses incurred due to disruption in service
    during 2000.
(b) Includes a $16 million gain from the sale of our interest in CRC,
    partially offset by $9 million of short-term investment write-downs
    and $6 million of estimated litigation expenses.
(c) Includes a $101 million impairment charge and $7 million of estimated
    litigation expenses, partially offset by a gain of $101 million from
    the sale of our investment in Airtours.
(d) Includes a $39 million impairment charge, partially offset by $4
    million of net nonoperating income related to litigation.





                                                     EXHIBIT 21
 Significant Subsidiaries of Carnival Corporation




                                             Jurisdiction of Incorporation
       Name of Subsidiary                             or Organization


 (1)   Costa Crociere, S.p.A.                           Italy
 (2)   Costa Finance, S.A.                              Luxembourg
 (3)   Costa Holdings, Srl                              Italy
       Cunard Line Limited                              Bermuda
       HAL Antillen N.V.                                Netherlands
                                                          Antilles
 (4)   HAL Buitenland B.V.                              Netherlands
 (4)   Holland America Line N.V.                        Netherlands
                                                          Antilles

(1)  Subsidiary of Costa Holdings, Srl
(2)  Subsidiary of HAL Buitenland B.V. and Carnival Corporation
(3)  Subsidiary of Costa Finance, S.A.
(4)  Subsidiary of HAL Antillen N.V.


                                                             EXHIBIT 23





Consent of Independent Certified Public Accountants




     We hereby consent to the incorporation by reference in the
Registration Statements on Forms S-3 (No. 33-63563, No. 333-43269, No.
333-68999, No. 333-72729, No. 333-62950 and No. 333-74190), and
Registration Statements on Form S-4 (No. 333-102442 and No. 333-102443)
and Registration Statements on Forms S-8 (No. 33-45287, No. 33-51195, No.
33-53099, No. 333-43885, No. 333-60558 and No. 333-67394) and Registration
Statement on Form S-1 (No. 33-14844) of Carnival Corporation of our report
dated January 29, 2003, relating to the financial statements, which
appears in the Annual Report to Shareholders, which is incorporated in
this Annual Report on Form 10-K.




/s/PRICEWATERHOUSECOOPERS LLP


Miami, Florida
February 12, 2003





                                                              EXHIBIT 99.1



                Certification Pursuant to 18 U.S.C. Section 1350,
                               as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


     In connection with the Carnival Corporation (the "Company") Annual
Report on Form 10-K for the year ended November 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Micky Arison, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material
     respects, the financial condition and results of operations of the
Company.


Date:  February 14, 2003


                                          /s/ Micky Arison
                                          Micky Arison
                                          Chairman of the Board of
                                          Directors and
                                          Chief Executive Officer



                                                           EXHIBIT 99.2



              Certification Pursuant to 18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002


     In connection with the Carnival Corporation (the "Company") Annual
Report on Form 10-K for the year ended November 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Howard S. Frank, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material
     respects, the financial condition and results of operations of the
Company.


Date:  February 14, 2003


                                          /s/ Howard S. Frank
                                          Howard S. Frank
                                          Vice Chairman of the Board of
                                          Directors
                                          and Chief Operating Officer



                                                           EXHIBIT 99.3

               Certification Pursuant to 18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley Act of 2002


     In connection with the Carnival Corporation (the "Company") Annual
Report on Form 10-K for the year ended November 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Gerald R. Cahill, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all
material
     respects, the financial condition and results of operations of the
Company.


Date:  February 14, 2003


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