EXHIBIT 10.33

                                  AMENDMENT TO
                            THE CARNIVAL CORPORATION
                     "FUN SHIPsm" NONQUALIFIED SAVINGS PLAN




     The Carnival Corporation "Fun Shipsm " Nonqualifed Savings Plan (the
"Plan") is hereby amended, effective January 1, 2000, as follows:

     (1) A new Section 2.14(f) is added to the Plan to read as follows:

          (f) If a Participant transfers directly from an Affiliated Company to
     any company in which the Company holds an equity interest (but that is not
     an Affiliated Company), service with such company shall be counted solely
     for purposes of determining a Participant's vested interest in Matching and
     Profit-Sharing Contributions under Article 5 of the Plan.  Service with
     such company shall not be credited if it occurs prior to the date the
     individual became a Participant in the Plan or after the Participant works
     at any entity in which the Company does not hold an equity interest.

     (2) Section 6.3 is amended to read as follows:

          6.3 Establishment of Investment Funds:  The Retirement Committee will
     establish one or more Investment Funds (such as those described in Appendix
     A) which will be maintained for the purpose of determining the investment
     return to be credited to each Participant's Account.  The Retirement
     Committee may change the number, identity or composition of the Investment
     Funds from time to time.  Each Participant will indicate the Investment
     Funds based on which amounts allocated in accordance with Articles 4 and 5
     are to be adjusted.  Each Participant's Account will be increased or
     decreased by the net amount of investment earnings or losses that it would
     have achieved had it actually been invested in the deemed investments.  The
     Company is not required to purchase or hold any of the deemed investments.
     Investment Fund elections must be made in a minimum of 1% increments and at
     such times and in such manner as the Retirement Committee will specify.  An
     active or inactive Participant periodically may change his election as to
     his deemed investments with respect to Employee Deferral Contributions,
     Bonus Deferrals, Matching Contributions or Profit-Sharing Contributions in
     such manner as the Retirement Committee may specify.  If a Participant
     fails to make an Investment Fund election, the amount in the Participant's
     Account will be deemed to have been invested in a money market fund or any
     other fund as determined by the Retirement Committee.