WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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

            REPUBLIC OF PANAMA                          ENGLAND AND WALES
            ------------------                          -----------------
       (State or other jurisdiction               (State or other jurisdiction
             of incorporation)                            of incorporation)

                  I-9610                                     I-15136
                  ------                                     -------
         (Commission File Number)                    (Commission File Number)

               59-1562976                                     NONE
               ----------                                     ----
             (I.R.S. Employer                            (I.R.S. Employer
             Identification No.)                        Identification No.)

                                                         CARNIVAL HOUSE
         3655 N.W. 87TH AVENUE,                        5 GAINSFORD STREET
        MIAMI, FLORIDA 33178-2428                    LONDON, SE1 2NE, ENGLAND
        -------------------------                    ------------------------
      (Address of principal executive            (Address of principal executive
                  offices)                                   offices)

              (305) 599-2600                           011 44 20 7805 1200
              --------------                           -------------------
       (Registrant's telephone number,          (Registrant's telephone number,
             including area code)                      including area code)

                                                     11-12 CHARLES II STREET
                 NONE                                LONDON, SW1Y 4QU, ENGLAND
                 ----                                -------------------------
     (Former name and former address,           (Former name and former address,
       if changed since last report)              if changed since last report)


                  On May 23, 2003, Carnival plc commenced a solicitation of
noteholder consents to amend the terms of the instruments governing its
(pound)200,000,000 7.125 per cent. Guaranteed Notes due 2012 (the "Notes"). The
amendments to the instruMents governing the Notes are generally intended to
reflect the implementation, on April 17, 2003, of the dual listed company, or
"DLC," structure between Carnival Corporation and Carnival plc and to make other
technical amendments to those instruments.

                  In return for the consents of the holders of the Notes,
Carnival Corporation is offering to guarantee Carnival plc's obligations under
the Notes by extending to such Notes the benefit of Carnival Corporation's Deed
of Guarantee, which was executed on April 17, 2003 in connection with the
implementation of the DLC structure between Carnival Corporation and Carnival

                  The meeting of the holders of the Notes to consider the
matters set forth above is scheduled for June 16, 2003.

                  Any securities offered in the consent solicitations described
above will not be and have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements thereunder. This report does
not constitute an offer to sell or a solicitation of an offer to buy securities
within the United States or to U.S. persons, or in any other jurisdiction in
which such offer, solicitation or sale would be unlawful. Accordingly, any
securities mentioned above will not be offered or sold in the United States or
to U.S persons or U.S. residents.

                  Statements in this report that are not historical facts are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995 that involve risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from those contained
in the forward-looking statements, see "Risk Factors" in Carnival Corporation's
Annual Report or Form 10-K for the most recently ended fiscal year.


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.

Date:  May 23, 2003                CARNIVAL CORPORATION

                                   By:  /s/ Arnaldo Perez
                                        Name:   Arnaldo Perez
                                        Title:  Senior Vice President,
                                                General Counsel and

Date:  May 23, 2003                CARNIVAL PLC

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