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 23, 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


Item 5.  Other Events

         The following is additional information regarding the registrant that
was released in connection with a private offering of its securities:

         As a result of the recent terrorist attacks and subsequent actions and
their significant effect on leisure travel, our operating results are being
negatively impacted. During the ten days after September 10, 2001, our new
booking levels were running at 50% to 60% of expected levels, with higher than
expected cancellations. Booking levels during the first 20 days of October 2001
have improved to over 75% of prior year levels for the same period, and
cancellations have decreased slightly but still remain at higher than expected
levels. For the fourth quarter of fiscal 2001, we expect net revenue yields to
be down as a result of lower prices and occupancy.

         At this time it is too early to estimate the impact of the
above-mentioned events on our fiscal 2002 net revenue yields and operating
results, and we are unable to determine whether current booking trends will be
indicative of the net revenue yield expectations for the entire 2002 fiscal
year. The Fall period is normally a seasonally slower time in our cruise booking
cycle, with the majority of bookings received relating to the first half of the
next fiscal year. Prior to the events of September 11, 2001, cumulative booking
volumes for the first half of fiscal 2002 were in line with the volumes existing
at the same time last year, on a capacity-adjusted basis. The slower booking
activity that has developed subsequent to September 11, 2001 has caused
cumulative booking volumes for the first half of fiscal 2002 to fall
significantly behind last year's levels. The average price for the first half of
fiscal 2002 bookings is also below the average price for fiscal 2001 bookings
received at this time last year, although it is currently above the final
average pricing achieved for all fiscal 2001 bookings.

         Due principally to the slowdown in booking levels and the increase
in cancellations, we expect fiscal 2002 net revenue yields to be below fiscal
2001 net revenue yields. In addition, we have observed that our recent
booking patterns may also reflect a change in consumer travel planning from
booking vacations further in advance of travel dates to closer to departure
dates. While the near term demand for cruise travel has been impaired,
management currently believes that the long-term fundamentals of the business
remain unchanged, although, because of the unprecedented nature of recent
events, we can give no assurance that this will be the case.

         In October 2000, our Holland America Line brand sold its ship, the
Nieuw Amsterdam, to a subsidiary of American Classic Voyages, Co. for
approximately $114.5 million. On October 19, 2001, AMCV announced that it would
be filing for Chapter 11 bankruptcy protection and would, among other things,
cease its operations in Hawaii, which involved this ship. We hold an
approximately $80 million first preferred ship


mortgage on this ship, and we are currently in discussions with AMCV with
respect to its eventual return or other disposition. AMCV did not, however,
indicate whether the subsidiary that actually owns the ship would also file
for bankruptcy protection.

                                    *  *  *


    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 statements. 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

    - 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:  October 23, 2001

                                     CARNIVAL CORPORATION

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