Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 6, 2001

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

Republic of Panama                      1-9610                  59-1562976
(State or other jurisdiction         (Commission             ( I.R.S. Employer
 of incorporation)                   File Number)            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



During a conference call with investors on November 6, 2001, Carnival's
management provided an update on business trends which included the following
information: As a result of the recent terrorist attacks and related events and
their significant effect on leisure travel, our operating results are being
negatively impacted. During the period immediately following September 10, 2001,
our new booking levels were significantly below expected levels, with higher
than expected cancellations. Over the past six weeks, booking levels have
strengthened stimulated by aggressive price promotions. As a result of lower
prices and occupancy resulting from the events of September 11, 2001, we expect
net revenue yields to be down approximately 10% for the fourth quarter of fiscal
2001. At the present time, we are comfortable with consensus estimates for our
fourth quarter net earnings per share of $0.16.

At the present time, our occupancy levels for the first quarter of fiscal 2002
based on bookings taken to date are approximately 70%, which is approximately 15
percentage points behind the levels existing at the same time last year. The
average net per diem on bookings for the first quarter of fiscal 2002 is down by
mid single digits, percentage-wise, from the prior year. Based upon this and the
current trend in our booking patterns, we expect our net revenue yields to be
down roughly 15% for the first quarter of fiscal 2002. Bookings for the second
and third quarters of fiscal 2002 are also behind last year's levels at this
time with occupancy down by approximately 10 and 7 percentage points,
respectively, and the average price of these bookings is also lower than the
prior year. We have provided the above information because of the extraordinary
circumstances following the September 11, 2001 terrorist attacks, and we do not
expect to be providing such information on regular basis in the future.

                                      * * *


Certain statements in this report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. We have
tried, wherever possible, to identify such statements by using words such as
"anticipate," "assume," "believe," "expect," "intend," "plan" and words and
terms of similar substance in connection with any discussion of future operating
or financial performance. These forward-looking statements, including those
which may impact the forecasting of our net revenue yields, booking levels,
price, occupancy or business prospects, involve known and unknown risks,
uncertainties and other factors, which may cause our actual results,
performances or achievements to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking

Such factors include, among others, the following:

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

-        consumer demand for cruises;

-        effects on consumer demand of armed conflicts, political instability,
         terrorism, the availability of air service and adverse media publicity;

-        increases in cruise industry capacity;

-        cruise and other vacation industry competition;

-        continued availability of attractive port destinations;

-        changes in tax laws and regulations;

-        our ability to implement our shipbuilding program and to continue to
         expand our business outside the North American market;

-        our ability to attract and retain shipboard crew;


-        changes in foreign currency rates, security expenses, food, fuel,
         insurance and commodity prices and interest rates;

-        delivery of new ships on schedule and at the contracted prices;

-        weather patterns;

-        unscheduled ship repairs and drydocking;

-        incidents involving cruise ships;

-        impact of pending or threatened litigation; and

-        changes in laws and regulations applicable to us.

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



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

Date:  November 6, 2001

                                   CARNIVAL CORPORATION

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