EXHIBIT 10.7


                          AMENDMENTS TO 
        THE CARNIVAL CORPORATION NONQUALIFIED RETIREMENT PLAN
                FOR HIGHLY COMPENSATED EMPLOYEES




     The Carnival Corporation Nonqualified Retirement Plan for Highly
Compensated Employees (the "Plan") is hereby amended as of August 29, 1997,
effective December 31, 1997 as follows:

     (1)  The preamble of the Plan is amended to read as follows:

     Carnival Corporation (the "Company"), a corporation with its
     principal office in Miami, Florida, established, effective January 1,
     1989, an unfunded, nonqualified plan for a select group of management
     or highly compensated employees.  The Plan was amended and restated,
     effective January 1, 1995, to incorporate certain changes that the
     Company determined to be necessary.  The Plan is amended, effective
     December 31, 1997, to provide that benefit accruals under the Plan
     will cease for those Participants who made a one-time irrevocable
     election to participate in The "Fun Ship " Nonqualified Savings
     Plan, as follows:

     (2)The following sentence is added to the end of Section 1.6 of the
Plan as follows:

          Notwithstanding the foregoing, after December 31, 1997 no
     Benefit Accrual Years of Service shall be credited to any Participant
     under this Plan who made a one-time irrevocable election effective as
     of January 1, 1998 to participate in The "Fun Ship " Nonqualified
     Savings Plan.

     (3)  The following sentence is added to the end of Section 2.1 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 who elected to participate in The "Fun Ship "
     Nonqualified Savings Plan shall continue active participation in the
     Plan.  Effective January 1, 1998, no individual shall become eligible
     to become a Participant hereunder.

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

          Notwithstanding the foregoing, any Participant who made a one-time
     irrevocable election to participate in The "Fun Ship "
     Nonqualified Savings Plan, effective as of January 1, 1998, shall
     become fully vested in his Retirement Benefit.

     (5)  The last sentence of Section 1.9 of the Plan is amended to read
as follows: 

          Employee's Compensation shall not exceed the maximum
     compensation rate under section 401(a)(17) of the Code (determined
     without regard to the reduction to $150,000 (i.e., $250,000 for 1996)
     as further indexed for cost of living by reference to the annual
     percentage change of the CPI-U, U.S. City Average, All Items (non-
     seasonally adjusted) for the period from August to August of the
     preceding year (i.e. the annual change published in September of the
     year prior to the year the compensation limit is in effect).