SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K P&O PRINCESS CRUISES PLC REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a - 16 OR 15d - 16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2003 Not Applicable (Translation of registrant's name into English) 77 New Oxford Street, London WC1A 1PP (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F X Form 40-F ___ Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3 - 2(b) under the Securities Exchange Act of 1934 Yes ____ No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3 - 2(b) 82 - SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. P&O PRINCESS CRUISES PLC Date: 2 April 2003 By: /s/ Simon Pearce Name: Simon Pearce Title: Company Secretary P&O Princess Cruises plc ("the Company") P&O Princess Cruises Employee Benefit Trust ("the Trust") In connection with the exercise of awards granted under the P&O Princess Cruises Deferred Bonus and Co-Investment Matching Plan ("the Plan"), the Trustee of the Trust sold 65,000 ordinary shares in the Company ("Shares") at a price of 407.5 pence per share on 1 April 2003. None of the awards was exercised by a director of the Company. Following this sale, the Trustee holds a total of 1,475,483 Shares for the purpose of satisfying awards granted under the Plan. Each of the executive directors of the Company is a potential beneficiary of the Trust and is regarded for Companies Act purposes as interested in all the Shares held by the Trust, although the Shares held are also for the benefit of other employees of the Company. Despite the technical interest in the Shares, a director will only be entitled to receive from the Trust that number of Shares to which he would be entitled on exercise of an award or option which has been granted to him.