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): June 21, 2001

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

Republic of Panama             1-9610                  59-1562976
- ---------------------------    -----------------       -----------------
(State or other jurisdiction  (Commission File Number  (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

 Item 5. Other Events.

     On June 21, 2001, Carnival Corporation issued a press release entitled
"Carnival Corporation Reports Second Quarter Earnings" attached hereto as
Exhibit 99.1.  The press release is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

     The Exhibit 99.1 press release entitled "Carnival Corporation Reports
Second Quarter Earnings" dated June 21, 2001 is hereby incorporated by


     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: June 21, 2001

                                      CARNIVAL CORPORATION

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

                                Exhibit List

Exhibit           Description
- -------           -----------
99.1              Press release entitled "Carnival Corporation Reports
                  Second Quarter Earnings" dated June 21, 2001.

                                 EXHIBIT 99.1

CONTACT: Tim Gallagher                        FOR IMMEDIATE RELEASE


Cruise Operating Income Increases 20.2 Percent

     MIAMI (06/21/01) -- Carnival Corporation (NYSE:CCL) reported net income
of $187.0  million ($0.32  Diluted EPS) on revenues of $1.08 billion for its
second quarter ended May 31, 2001, compared to net income of $204.0 million
($0.34 Diluted EPS) on revenues of $875.1 million for the same quarter in
     Net income for the six months ended May 31, 2001 was $314.9 million
($0.54 Diluted EPS) on revenues of $2.09 billion, compared to net income of
$375.5 million ($0.61 Diluted EPS) on revenues of $1.70 billion for the same
period in 2000.
     The company's second quarter 2001 cruise operating income increased by
20.2 percent to $241.2 million compared to $200.7 million in the second
quarter of 2000.  Excluding Costa Cruises, which the company consolidated for
the first time this year, cruise operating income increased 14.3 percent
compared to the second quarter of 2000.  Carnival Corporation Chairman and CEO
Micky Arison said that "in spite of the continuing weak economic environment
we were still able to achieve strong growth in the operating earnings of our
cruise brands.  A combination of an 8.4 percent increase in capacity, a 1.8
percent increase in net revenue yields (revenue per available berth day), and
lower operating cost per available berth day helped to drive the growth in our
second quarter operating earnings."
     Second quarter 2001 net income includes increased losses of $11.3
million, compared to the same quarter in 2000, from the company's investment
in Airtours plc, which was recently sold. In addition, second quarter 2000 net
income included non-recurring net gains of $10.7 million from affiliated
operations, and $6.6 million of net compensation received from a shipyard
related to the late delivery of Holland America Line's Zaandam.
     During the second quarter of 2001, the company continued to implement its
strategy for expanding Costa Cruises' position as the leading pan-European
brand.  Carnival Cruise Lines' 1,022-passenger Tropicale was transferred to
Costa and is expected to enter European service in late June 2001, and Holland
America Line's 1,494-passenger Westerdam will join the Costa European fleet in
spring 2002.  Furthermore, Costa recently announced that it will launch a new
cruise product intended exclusively for German-speaking customers beginning in
spring 2002.  The new product will offer European and Caribbean cruises aboard
the 760-passenger Costa Marina.
     Also during the second quarter of 2001, Carnival announced the transfer
of Seabourn Cruise Line's 758-passenger Seabourn Sun to Holland America Line
in spring 2002.  Following refurbishment, the ship will be renamed the
Prinsendam and operate a schedule of voyages in Europe, Asia and the Pacific
beginning in summer 2002.
     Looking to the remainder of fiscal 2001, Arison noted that the slowing of
the economy continues to put pressure on cruise pricing, especially for the
company's higher end cruise brands.  "However, the North American contemporary
cruise segment continues to perform quite well despite the slowing economic
environment," Arison said.  Although net revenue yields are expected to be
down approximately 2 percent to 3 percent in the second half of fiscal 2001,
as a result of expected lower costs the company believes that consensus
earnings per share estimates for the full year are reasonable.
     Carnival recently concluded two transactions, which have further
strengthened its balance sheet.  The company raised net proceeds of
approximately $590 million from the issuance of 2 percent convertible senior
debentures in April 2001 and approximately $490 million from the sale of the
company's 25 percent interest in Airtours, which closed in the company's third
quarter of 2001.
     The company has scheduled a conference call with analysts at 11 a.m.
today to discuss its second quarter earnings.  This call can be listened to,
either live or on a delayed basis for one week after the call, at Carnival
Corporation's Web site at www.carnivalcorp.com.
     Carnival Corporation is comprised of Carnival Cruise Lines, the world's
largest cruise line based on passengers carried, Holland America Line, Costa
Cruises, Cunard Line, Seabourn Cruise Line and Windstar Cruises.  Carnival
Corporation's various brands operate 45 ships in the Caribbean, Alaska,
Europe, Mexican Riviera, South America and other worldwide destinations.

NOTE: The capacity increase and net revenue yields in this press release are
presented on a comparable basis between 2001 and 2000 and, therefore, exclude
Costa Cruises.

Statements in this press release relating to matters that are not historical
facts are forward-looking statements. All forward-looking statements,
including those which may impact the forecasting of Carnival Corporation's net
revenue yields, involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performances or achievements of
Carnival Corporation to be materially different from any future results,
performances or achievements expressed or implied by such forward-looking
statements.  Such factors include general economic and business conditions;
increases in cruise industry capacity and competition; the ability of the
company to implement its shipbuilding program and to continue to expand its
business outside the North American market; incidents involving cruise ships;
impact of pending or threatened litigation; changes in tax and other laws and
regulations affecting Carnival and other factors which are described in
further detail in Carnival's filings with the Securities and Exchange

                         CARNIVAL CORPORATION

                               THREE MONTHS ENDED       SIX MONTHS ENDED
                                    MAY 31,                  MAY 31,
                                 2001     2000           2001     2000
                            (in thousands, except   (in thousands, except
                              earnings per share)     earnings per share)

Revenues                  $ 1,079,125  $  875,127  $ 2,086,731 $ 1,700,005
Costs and Expenses:
 Operating expenses           601,334     497,121    1,201,454     962,561
 Selling and administrative   154,564     120,827      310,455     241,706
 Depreciation and amortization 92,359      68,288      183,950     135,892
                              848,257     686,236    1,695,859   1,340,159
Operating Income Before
 (Loss) Income From
 Affiliated Operations        230,868     188,891      390,872     359,846

(Loss) Income From Affiliated
 Operations, Net              (22,961)      5,528 (1)  (44,024)     (5,909)

Operating Income              207,907     194,419      346,848     353,937

Nonoperating Income (Expense):
 Interest income                6,000       4,520        9,778      11,459
 Interest expense, net of
  capitalized interest        (30,238)     (6,871)     (62,110)    (15,460)
 Other income, net                380 (2)   9,349 (3)   12,326 (2)  18,246 (3)
 Income tax benefit             2,914       2,539        8,071       7,291
                              (20,944)      9,537      (31,935)     21,536

Net Income                 $  186,963  $  203,956   $  314,913   $  375,473

Earnings Per Share:
 Basic                     $     0.32  $     0.34   $     0.54   $     0.61
 Diluted                   $     0.32  $     0.34   $     0.54   $     0.61

Weighted Average Shares
 Outstanding-Basic            584,150     606,051      584,001      611,559
Weighted Average Shares
 Outstanding-Diluted          586,388     607,959      586,382      614,162

(1) Includes $10.7 million of non-recurring net gains from affiliated
(2) Other income, net for the three months ended May 31, 2001, includes a
$16.1 million gain from the sale of the company's investment in CRC
Holdings, Inc., partially offset by $9.2 million of asset write-downs and
$6.0 million of estimated litigation related expenses.  In addition, other
income, net for the six months ended May 31, 2001, includes a $13 million
gain arising from a settlement agreement with the manufacturers of certain
of the company's ship propulsion systems to reimburse the company for lost
revenues and expenses incurred due to disruptions in service during 2000.
(3) Other income, net for the three and six months ended May 31, 2000
includes $6.6 million and $15.1 million, respectively, of net compensation
received from the shipyard relating to the delayed delivery of the Zaandam.

Note: Commencing in fiscal 2001, the company's statements of operations
include the consolidation of Costa's results of operations.  In fiscal 2000,
the company's 50 percent interest in Costa was included in affiliated


                               THREE MONTHS ENDED       SIX MONTHS ENDED
                                    MAY 31,                  MAY 31,
                                 2001     2000           2001     2000
                                 (in thousands)          (in thousands)

 Passengers carried               816         643        1,602        1,208
 Available lower berth days     5,151       3,990       10,095        7,704
 Occupancy percentage           102.5%      102.3%       103.9%       102.8%

  Cruise                  $ 1,054,200  $  845,284  $ 2,054,591  $ 1,663,135
  Tour                         31,070      37,333       38,758       44,768
  Intersegment                 (6,145)     (7,490)      (6,618)      (7,898)
                          $ 1,079,125  $  875,127  $ 2,086,731  $ 1,700,005

 Operating expenses:
  Cruise                  $   578,989  $  470,694  $ 1,169,963  $   926,608
  Tour                         28,490      33,917       38,109       43,851
  Intersegment                 (6,145)     (7,490)      (6,618)      (7,898)
                          $   601,334  $  497,121  $ 1,201,454  $   962,561

 Operating income (loss):
  Cruise                  $   241,236  $  200,697  $   415,592  $   384,831
  Tour                         (7,682)     (6,394)     (18,161)     (17,946)
  Affiliated Operations       (22,961)      5,528      (44,024)      (5,909)
  Corporate                    (2,686)     (5,412)      (6,559)      (7,039)
                          $   207,907  $  194,419  $   346,848  $   353,937

Note: Commencing in fiscal 2001, the company's selected and statistical
information includes Costa.  In fiscal 2000, Costa's results of operations were
included in affiliated operations and were not included in the 2000 statistical