EXHIBIT 99.3
June 23, 1997


Board of Directors
THE CHANDRIS GROUP
5, St. Helen's Place
London EC3A 6BJ
Attention: John Chandris, Chairman

Board of Directors
OVERSEAS SHIPHOLDING GROUP, INC.
1114 Avenue of the Americas
New York, NY 10036
Attention: Morton P. Hyman, President

Gentlemen:

We were disappointed to hear the news that Royal Caribbean
International had entered into an agreement to acquire Celebrity
Cruise Lines Inc.  We are concerned that despite our serious
interest in a transaction, which has been communicated to you on
numerous occasions, this action has been taken without giving us
an opportunity to participate in the sale process.  The news
reports we have seen do not indicate that the parties are
prohibited from considering other offers.  

We are prepared to offer to purchase Celebrity Cruise Lines for
$510 million in cash, subject to board approval and successful
completion of our due diligence.  We are willing to work with
Celebrity's management and advisors on an expedited basis to
perform due diligence, to finalize our proposal, and to achieve a
definitive acquisition agreement on customary terms and
conditions (including regulatory approvals).

We would also like to emphasize the strong strategic interest
that Carnival has in an acquisition of Celebrity Cruise Lines. 
We see an excellent business fit in a combination.  In order to
enhance the profitability of the combined entity, we would expect
to maintain Celebrity Cruise Lines as a separate brand within the
Carnival family.  We also perceive significant talent in
Celebrity's management team and employee base, and believe that
there would be substantial opportunities in a combined
organization for Celebrity employees.

We believe our all cash proposal is extremely attractive to your
stockholders and is clearly superior to the announced
transaction.  Royal Caribbean's proposed purchase price includes
common stock that is subject to inherent market and transaction
risks.  In addition, our proposal is not subject to financing.

We noted that the Royal Caribbean transaction is subject to
certain conditions, including due diligence, board approvals and
execution of definitive agreements.  Therefore, we urge you not
to enter into any lock-up agreement or permit Celebrity Cruise
Lines to enter into any definitive merger or other agreement, or
to take any other actions (such as entering into "no-shop",
break-up fee or similar arrangements) that would adversely affect
your ability to receive the maximum value for your Celebrity
shares.

We wish to immediately commence our due diligence and enter into
discussions with you and Celebrity Cruise Lines.  In this
connection, you may contact me at 305/(Phone Number).

Given the nature of the announced transaction, we would expect to
hear from you expeditiously so that we will be on an equal
footing with Royal Caribbean in conducting due diligence. 
Because of the attractiveness of our offer and our interest in
Celebrity Cruise Lines, we will explore all available options if
we are not permitted to participate in the sale process.

We hope that you will give this matter prompt and serious
consideration.

Sincerely,

/s/ Micky Arison

Micky Arison
Chairman of the Board

MA/dab