EXHIBIT 10.8



                        AMENDMENTS TO 
        THE CARNIVAL CORPORATION QUALIFIED RETIREMENT PLAN



     The Carnival Corporation Qualified Retirement Plan (the "Plan") is
hereby amended as of August 29, 1997, effective December 31, 1997 as
follows:

     (1)  The following sentence is added to the preamble of the Plan as
follows:

          Effective December 31, 1997, benefit accruals under the Carnival
     Corporation Qualified Retirement Plan will cease.

     (2)  The following sentence is added to the end of Section 1.8 of the
Plan as follows:

          Notwithstanding the foregoing, no Benefit Accrual Years of
     Service shall be credited to any Participant under this Plan after
     December 31, 1997.

     (3)  The following sentence is added to the end Section 2.2 of the
Plan as follows:

          Notwithstanding the foregoing, effective January 1, 1998, for
     purposes of Articles 2 and 3 and for determining a Participant's
     Benefit Accrual Years of Service and Vesting Years of Service, no
     individual shall continue active participation in the Plan or become
     eligible to become a Participant hereunder.

     (4)  The following sentence is added to the end Section 5.1 of the
Plan as follows:

          Notwithstanding the foregoing, any Participant employed by an
     Employer on December 31, 1997, shall become fully vested in his
     Retirement Benefit.