UNITED STATES
                             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): October 19, 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

2 Item 5. Other Events On October 19, 2001, the registrant issued the press release attached as Exhibit 99.1 to this report, which exhibit is incorporated in this report by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits The press release of the registrant is attached as Exhibit 99.1 to this report.

3 Signatures 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: October 19, 2001 CARNIVAL CORPORATION By: /s/ GERALD R. CAHILL ---------------------------------------- Name: Gerald R. Cahill Title: Senior Vice President-Finance and Chief Financial and Accounting Officer

4 Exhibit List EXHIBIT DESCRIPTION 99.1 Press Release dated October 19, 2001.

                                                                    Exhibit 99.1

CONTACT:  Tim Gallagher                              FOR IMMEDIATE RELEASE


                          ZERO-COUPON CONVERTIBLE DEBT

                  MIAMI (10/19/01) - Carnival  Corporation (NYSE: CCL) announced
today  the  pricing  of  a  $400  million  gross  proceeds  20-year  zero-coupon
convertible note offering.  The notes are convertible into Carnival  Corporation
common stock if the market  price of the shares  reaches  specified  thresholds.
Each  note has a yield to  maturity  of 3.75  percent  and is  convertible  into
16.5964 shares of Carnival  Corporation  common stock,  representing  an initial
conversion  premium of 35 percent to the  closing  stock price of $21.23 on Oct.
18, 2001.

                  In connection  with the  offering,  Carnival  Corporation  has
granted to the  placement  agent an  over-allotment  option to purchase up to an
additional $100 million gross proceeds of the zero-coupon convertible notes. The
offering is expected to close on Oct. 24, 2001.

                  Net proceeds from this offering will be used by the company to
repay  approximately  $160  million of existing  bank  indebtedness  maturing in
November 2001 and toward the approximate  $300 million final payment of Carnival
Cruise  Lines' new cruise  ship,  Carnival  Pride,  scheduled to be delivered in
December  2001.  Any remaining  net proceeds will be used for general  corporate

                  The  securities  offered  will  not be  registered  under  the
Securities  Act and may not be  offered  or  sold in the  United  States  absent
registration or an applicable  exemption from the  registration  requirements of
the Securities Act.

                  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 43 ships in the Caribbean, Alaska,
Europe, Mexican Riviera, South America and other worldwide destinations.

                  Additional   information   can  be   obtained   via   Carnival
Corporation's Web site at WWW.CARNIVALCORP.COM.


                  NOTE:  Statements  in this press  release  relating to matters
that are not historical facts are forward-looking  statements within the meaning
of the Private  Securities  Litigation  Reform Act of 1995. 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;  consumer  demand for cruise
travel;   the  effects  on  consumer  demand  of  armed   conflicts,   political
instability,  the  availability  of air service,  adverse  media  publicity  and
terrorism;  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 Commission.