EXHIBIT 3.1
                      CARNIVAL CORPORATION

             AMENDMENT OF SECOND AMENDED AND RESTATED
                                    ARTICLES OF INCORPORATION


     The Second Amended and Restated Articles of Incorporation (the "Articles")

of Carnival Corporation (the "Corporation") were amended at a special meeting

of stockholders of the Corporation held on April 19, 1999, at which meeting

there were present or represented by proxy 512,225,356 shares of the

Corporation, being the majority of the issued and outstanding shares of the

Corporation.  At said meeting, Article Seventh of the Articles was amended and

restated to read as follows:

          "7.  Board of Directors.  The Board of Directors shall consist of
          no less than three (3), and no more than seventeen (17) members.
          Within said minimum and maximum, the number shall be set forth by
          resolution of the stockholders or by resolution of the Board of
          Directors.  The meetings of the Board of Directors will be held
          in the Republic of Panama or in any other country, and any
          Director can be represented and vote by proxy or proxies at any
          and all Directors' meetings. The meetings may also be held by
          means of telephone conference, fax or any other means of
          electronic communication, in which the participants have been in
          direct contact. Likewise, the resolutions of the Board of
          Directors may be adopted by minutes which are circulated for
          signature by the Directors or their proxies in different dates
          and places.  The Board of Directors shall have absolute control
          and full powers of administration on all the matters of the
          Corporation, being it understood that the Board of Directors is
          empowered to contract loans or financing in general, to grant
          guarantees with respect to its properties, subsidiaries, its
          obligations and those of third parties, and to mortgage its
          properties and assets, and to sell less than all or substantially
          all of the assets of the Corporation without shareholder
          approval."