EXHIBIT 10.5

                   CARNIVAL CRUISE LINES, INC.
                   1993 RESTRICTED STOCK PLAN 

      (adopted by the Board of Directors on January 15, 1993,
                 and amended on January 5, 1998)


          1.   Purpose of the Plan.  The purpose of the Carnival Cruise
Lines, Inc., 1993 Restricted Stock Plan (the "Plan") is to provide
incentives in the form of ownership of the Class A Common Stock ("Common
Stock"), of Carnival Cruise Lines, Inc. (the "Company"), to certain
selected employees of the Company and its subsidiaries ("Participants"), by
making awards of Common Stock ("Stock Awards"), subject to certain
restrictions and forfeiture provisions.

          2.   Participation.  Participation in the Plan shall be limited
to officers, directors and key employees of the Company designated from
time to time by the Compensation Committee of the Board of Directors of the
Company.

          3.   Common Stock Reserved for the Plan.  The shares subject to
Stock Awards under the Plan shall consist of 500,000 authorized but
unissued shares of Common Stock or previously issued shares reacquired and
held by the Company, and such amount of shares shall be and is hereby
reserved for issuance pursuant to this Plan.

          4.   Grant of Awards.  (a) The Compensation Committee shall have
the authority and responsibility, within the limitations of the Plan, to
determine the officers, directors and key employees of the Company to whom
Stock Awards shall be granted, the number of shares of Common Stock which
will comprise each Stock Award, and the vesting schedule of each Stock
Award. 

          (b)  The Company shall not issue fractional shares under the
Plan.

          5.   Terms and Conditions.  Each Stock Award granted under the
Plan shall be subject to the following express terms and conditions and to
such other terms and conditions as the Compensation Committee may deem
appropriate:

          (a)  Restrictions on Forfeitable Common Stock.  Each of the
Common Stock granted pursuant to a Stock Award shall be subject to the
following restrictions until the Participant acquires a nonforfeitable
right to the shares:  such shares may not be sold, exchanged, transferred,
pledged, hypothecated, or otherwise disposed of by the Participant until
Participant's right to such shares becomes nonforfeitable.  Notwithstanding
the foregoing, nothing herein shall preclude a Participant from making a
gift of any shares of Common Stock to a spouse, child, step-child,
grandchild, parent, sibling, or legal dependent of the Participant or to a
trust of which the beneficiary or beneficiaries of the corpus and the
income are any of such persons or the Participant; provided that the Common
Stock so given shall remain subject to the restrictions, obligations and
conditions described in this section 5.

          (b)  Time When Common Stock Is Nonforfeitable.
Participants shall acquire a fully nonforfeitable right to the Common Stock
awarded under the Plan upon the earlier of (i) the date of the
Participant's actual retirement at or after age 65,  (ii) the date of the
Participant's death or disability, or (iii) on such date as otherwise
determined by the Compensation Committee.  In addition, the Participant
shall acquire nonforfeitable rights to the Common Stock awarded under the
Plan in accordance with the vesting (i.e., acquisition of nonforfeitable
rights) schedule as set by the Compensation Committee at the time of the
Stock Award, provided that full vesting under such schedule shall take
place no sooner than five years after date of Stock Award and no later than
ten years after such date.

          (c)  Forfeiture Due to Termination of Employment.  Unless
otherwise determined by the Plan Administration Committee, if a Participant
leaves the employment of the Company for any reason other than retirement
at or after age 65, or death or disability, all shares as to which the
Participant does not have a nonforfeitable right shall be forfeited and
returned to the Company.

          (d)  Definition of Disability, Years of Service, and Retirement. 
The term "disability" as used in this section means "total and permanent
disability".  The terms "total and permanent disability," "years of
service," and "retirement" shall be determined in accordance with
applicable Company personnel policies.

          (e)  Rights and Obligations With Respect to Stock.  A certificate
or certificates for all shares of Common Stock granted pursuant to a Stock
Award hereunder shall be registered in the name of each Participant and
delivered to him as soon as reasonably practicable, and he shall thereupon
be a stockholder and, except as otherwise expressly provided to the
contrary herein, have all the rights of a stockholder with respect to such
shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such shares; provided, however,
that such shares of Common Stock, and any new, additional or different
securities the Participant may become entitled to receive with respect to
such shares by virtue of a stock split or stock dividend or any other
change in the corporate or capital structure of the Company, shall be
subject to the terms and conditions hereof.  In order to enforce such terms
and conditions, the Company may cause a legend or legends making
appropriate reference to such terms and conditions to be imposed on each
share of Common Stock subject to a Stock Award.

          6.   Amendments or Termination.  The Company may amend, alter or
discontinue the Plan, but no amendment or alteration shall be made which
would impair the rights of any Participant under any award previously
granted without the consent of such Participant.

          7.   Compliance With Other Laws and Regulations.  This Plan and
Stock Awards hereunder shall be subject to all applicable federal and state
laws, rules and regulations and such approvals by any governmental or
regulatory agency or national securities exchange as may be required.  The
Company shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of such shares under any federal or state law, or any ruling
or regulation of any government body or national securities exchange which
the Company shall, in its sole discretion, determine to be necessary or
advisable.

          8.   Effective Date of Plan.  The Plan shall be effective on the
date the shareholders of the Company adopt the Plan.