EXHIBIT 99.1
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- -------------------------------------------------------------------------------------------------------
           FIRST QUARTER 2006 CARNIVAL CORPORATION AND CARNIVAL PLC EARNINGS CONFERENCE CALL
                                             MARCH 23, 2006
- -------------------------------------------------------------------------------------------------------
                                                                 
Corporate Speakers

o        Howard Frank            Carnival Corporation & plc            Vice Chairman of the Boards
                                                                       of Directors and Chief
                                                                       Operating Officer

o        Gerry Cahill            Carnival Corporation & plc            Executive Vice
                                                                       President and Chief
                                                                       Financial and Accounting
                                                                       Officer

o        Beth Roberts            Carnival Corporation & plc            Vice President of Investor
                                                                       Relations

o        Micky Arison            Carnival Corporation & plc            Chairman of the Boards of
                                                                       Directors and Chief
                                                                       Executive Officer

Participants

o        Felicia Hendricks          Lehman Brothers                          Analyst
o        Rick Lyle                  John W. Bristol                          Analyst
o        Steven Kent                Goldman Sachs                            Analyst
o        Helane Becker              Benchmark Company                        Analyst
o        David Anders               Merrill Lynch                            Analyst
o        Tim Condor                 A.G. Edwards & Sons, Inc.                Analyst
o        Brian Egger                Harris Nesbitt                           Analyst





                                                                  
o        Nick Thomas                ABN AMRO                                 Analyst
o        Assia Georgieva            Infinity Research                        Analyst
o        David Leibowitz            Burnham                                  Analyst
o        Robin Farley               UBS                                      Analyst
o        Srinadesan Masadin         Wachovia Securities                      Analyst
o        Tim Ramskill               DKW                                      Analyst
o        Elizabeth Osur             Citigroup                                Analyst
o        Scott Barry                Credit Suisse First Boston               Analyst
o        Bob Simonson               William Blair & Company L.L.C.           Analyst
o        Lou Perenick               Morgan Stanley                           Analyst



- ------------------------------------------------------------------------------
                                 PRESENTATION
- ------------------------------------------------------------------------------

Operator:  Ladies and  gentlemen,  welcome to the Carnival  Corporation  First
Quarter Earnings Conference Call.

[OPERATOR INSTRUCTIONS]

It's now my pleasure to turn the  conference  over to Mr. Howard  Frank,  Vice
Chairman and Chief Operating Officer. Please go ahead, sir.

Howard  Frank:  Good morning  everyone.  This is Howard Frank and with me this
morning is Micky  Arison,  our  Chairman  and CEO,  Gerry  Cahill,  our Senior
Executive Vice President,  I should say, and Chief Financial  Officer and Beth
Roberts, our Vice President of Investor Relations.

As in the past,  I'll start the discussions off this morning with Gerry giving
you some color on the first  quarter  and talk a little bit about  costs going
forward. Gerry.

Gerry Cahill:  Thank you, Howard.  Good morning  everyone.  Let me start, as I
always do, by reading the forward-looking  statements.  During this conference
call we will make certain  forward-looking  statements.  Such  forward-looking
statements  involve known and unknown  risks,  uncertainties  or other factors
which may cause the actual  results,  performances or achievements of Carnival
to  be  materially   different  from  any  future  results,   performances  or
achievements  expressed  or implied by such  forward-looking  statements.  For
further  information  please see  Carnival's  earnings  press  release and its
filings with the Securities and Exchange Commission.

Okay, taking a look at the first quarter, I'm sure you've seen it in the press
release.  Net earnings  $280 million or $0.34 a share versus $345 million last
year or $0.42 a share.  So we're  off $0.08  per  share  compared  to the same
quarter  last  year.  First  quarter  of this year does  include  basically  a
non-operating  charge of about $0.02 per share. That comes from the write-down
of the remaining  balance of an investment in a non-cruise  asset as well as a
litigation reserve we set up in the quarter. In the first quarter, higher fuel
costs  significantly  impacted our earnings,  it cost us about $0.10 per share
from the higher fuel costs.


                                      2


Now as we go through the balance of the year, this is the toughest comparisons
we have,  because this first quarter of '05, when we had the lowest fuel costs
last year. So the comparisons  moderate  somewhat as we go through the balance
of the year,  although  prices  are still  going to be higher  throughout  the
balance of the year based on the fuel numbers we're using for 2006. Other than
those  items,  results  were pretty  much in line with what we would  normally
expect with net revenue  yield growth  outpacing the increase in non-fuel unit
operating costs.

Looking at some of the operating  results,  now again we have the last part of
the FEMA charters in there. Most of you know we chartered three ships to FEMA.
Those  charters ended on March 2nd. So we basically have two days of impact in
our second quarter,  which is insignificant.  So this will be the last quarter
of any significant  impact from the charters.  Those ships, we have taken them
back,  they're in dry-dock now and they're being refurbished and they're going
to be reentering service over the next couple of weeks.

Now, as many of you know, the charter terms are such the charters are meant to
be earnings neutral to us. They basically  produce the same net earnings as if
we operate the ships  ourselves  in their  normal  operations.  Now,  the FEMA
charters  do have some  impact on  specific  line  items in our first  quarter
income  statement.  The  charter  did have a  positive  effect on net  revenue
yields,  increasing it about 0.8%. They had no real significant  impact on our
unit  operating  costs.  And the higher revenue yields were offset by a larger
income tax provision, resulting in net profit from the charters about equal to
what we would have if we would have operated the ships normally.

Capacity in the first quarter increased only 3% so that's about the lowest, or
smallest  capacity  increase in a long time.  Partially that's due to the fact
that we had an increase  in the number of days ships were in  dry-dock  during
the first quarter of this year compared to the first quarter of last year. And
Howard is going to talk about the capacity increases going forward, but you'll
see there will be a little higher level for the balance of the year.

Net revenue yields for the first quarter, in current dollars,  increased 1.2%.
Now currency has a big impact in this quarter,  the stronger dollar versus the
euro and the pound.  It knocks  down our  reported  yields  and our costs.  So
because of that,  I'm going to focus  most of my  discussion  on the  metrics,
primarily in constant dollars.  Yields, in constant dollars,  were up 3.3% for
the first quarter.  This compares to the guidance we had previously given of 3
to 4%.

If you look at our business between North American source markets and European
source  markets,  as many of you  know,  much of our  capacity  from our North
American brands is in the Caribbean during the first quarter.  As Howard noted
on our call in December,  the Caribbean  cruise  market,  especially the short
Caribbean  cruise  market,  has been  experiencing  softer demand and that was
evident in the first quarter this year. So


                                      3


basically,  the North  American  brand had a very  slight  increase in revenue
yields for the first quarter of this year.

The  European  brands,  if we look at them in constant  dollars,  the European
brands had a significantly larger increase in net revenue yields,  compared to
the North American brands,  and this is basically the reverse of what has been
occurring the last two years when the North American brands had  significantly
higher revenue yield growth than the European brands did.

If you look in our financial statement at onboard revenues,  it appears,  from
the financial statement that onboard yields declined during the quarter.  This
results  because of the way we  recorded  the  charter  revenue  from the FEMA
charter.  It's all recorded as ticket revenues,  so we get no onboard revenues
from  those  cruises.  If you were to strip  out the  FEMA  charters  from the
numbers,  onboard  yields  grew  about 2% in  constant  dollars  in the  first
quarter.  Now, onboard revenues were negatively  impacted by Hurricane Wilma's
destruction of our port in Cozumel, which has reduced our shore tour and other
onboard revenues.

Looking at the cost side for the first quarter,  in current dollars,  cost per
available berth day was up 5.9% over last year. In constant  dollars it was up
8.4%.  That  compares to guidance we had previous  given of up 9 to 10%. So we
came in a little bit lower than our  guidance.  Breaking  down the increase in
constant  dollar  cost per berth  day,  higher  fuel  prices  was the  primary
culprit,  increased  cost per berth day, a little  over 6  percentage  points,
compared  to last year as fuel came in at $319 a ton,  compared  to $196 a ton
last year. So that was basically an $82 million increase in our fuel costs.

Many of you have probably noticed at year-end, we broke out for the first time
fuel as a separate line item on our income  statement.  We have continued that
in the first quarter, and we intend to continue that in the future, because it
obviously has become a more significant item for us. Excluding fuel, costs per
berth day was up 2.1% in  constant  dollars,  which was  primarily  due to the
timing of  expenditures  as we are  forecasting a lower unit,  constant dollar
cost over the balance of the year.

Cruise  operating  income per  available  berth day, for the first quarter was
down for the first quarter in awhile.  We came in at $33 per  available  berth
day,  compared to $38 last year. So that was all caused by fuel. Fuel actually
reduced  operating income per berth day by $6. I mentioned for people who look
at the income tax line,  you'll see we had a  significantly  larger income tax
provision than normal  because of the FEMA  charters.  It was $21 million from
the FEMA  charter and that's  partially  offset by a $7 million  tax  benefit,
which we get from the seasonal losses of our Alaska tour operations.

And  although  currency  impacted  revenue  yields and costs by over 2% in the
first  quarter,  net  earnings  were not very much  reduced by currency as our
European  brands  typically make most of their earnings later in the year. And
based  on the  currency  exchange  rates  that we have  used  for our  forward
guidance of $1.19 to the euro and $1.74 to the sterling,


                                      4


currency will reduce  earnings per share in the second  quarter by about $0.01
and about $0.02 for the last nine months of the year.

Let me just turn to the cost guidance for the rest of the year. For the second
quarter, costs per available berth day is forecast to be up 2 to 3% in current
dollars, and 4 to 5% in constant dollars. That again is all driven by fuel, it
basically  constitutes 5 percentage  points of the increase,  and as usual, we
have based our guidance for fuel using the forward curve for the various fuels
we use. So based on that forward curve, fuel prices are estimated to be up 33%
in the second quarter, compared to last year's second quarter. That's $331 per
ton this year,  versus $249 a ton last year.  And that  basically  is going to
cost us  approximately  $60 million or $0.07 per share.  Excluding  fuel price
increases,  constant  dollar cost per berth day is forecast to be flat to down
slightly compared to last year.

As far as our guidance  goes for the last nine months of the year,  here we're
saying cost per berth day is estimated to be flat to down  slightly in current
dollars and in constant  dollars flat to up slightly.  Again,  fuel negatively
impacts things.  We have used the forward curve at an estimated $336 a ton for
the  balance  of the year,  which will  increase  our fuel costs by about $120
million per ton for the last nine months of the year or, about a total of $200
million for the entire year.

And this  guidance is basically in line with the fuel guidance we gave when we
filed our Form 10-K in  February.  Excluding  fuel price  increases,  constant
dollar  cost per berth day is  estimated  to be down about 2 to 3% compared to
last year over the last nine months.  And this decrease  comes about,  because
first of all we have some  relatively  easier  comparisons in 2005. In 2005 we
had a $22 million  charge related to this MNOPF pension  liability,  which was
really an obligation that dates back prior to our acquisition of P&O Princess.

2005 also includes some ship incidents, and then we also have some initiatives
in 2006 to reduce costs. One of those is obviously we're trying to reduce fuel
consumption,  as opposed to price here and we have a number of  initiatives in
that area, and there are a number of other cost savings initiatives we have in
the various general  administrative  areas.  For those who look at the balance
sheet  data,  at the end of  February,  cash and  investments,  $406  million,
customer  deposits $2.2  billion,  long-term  debt $6.9 billion,  equity $17.2
billion.

And then to bring you up to date on uses of free cash  flow.  During the month
of March, so far, we have  repurchased  1.6 million shares of our stock.  That
brings the total  number of shares  repurchased  to date to a little  over 9.6
million -- excuse me 9.6 million shares at a cumulative  cost of $466 million.
That means we have $534 million  remaining under our authorization to buy back
stock. And we plan to continue to look for opportunities to return excess cash
to  shareholders   either  through   dividends  or  stock  repurchases  in  an
opportunistic manner over the next few years.


                                      5


And that's  basically my remarks for the quarter and the costs,  and I'll turn
it back over to Howard.

Howard  Frank:  Thank  you,  Gerry.  Let me take  you  through  how we see the
remainder of the year. I'll do it on a  quarter-by-quarter  basis. So I'll try
to be as brief as possible, but give you a sense as to how we see the business
going forward from here. Also, for the second quarter, our capacity will be up
5.7%.  Right  now  our  loads,  our  load  factors  in  North  America  are up
year-over-year  by a small amount,  but we're pretty close to selling out most
of our business,  most of our cabin  inventory at this point in time in Europe
and other load factors are up about eight points.  Overall we're up 3.2 points
in terms of load factors in the second quarter.

From  a  pricing  standpoint,  North  America  pricing  is up  year-over-year,
European  pricing is slightly down overall.  Our overall pricing is up at this
juncture.  We have very little cabin  inventory  left to sell for the quarter,
and what we do have left to sell is  principally  focused on shorter  duration
cruises in the Caribbean  which is usually the situation  we're in when we get
close to selling out our quarter.

Close-in pricing this year has been holding  reasonably well versus last year,
so we don't expect any significant deterioration to come from any further sale
of  inventory,  of course  there's very little left to sell as well.  Constant
dollar  yields,  expected to be up in the  quarter for both North  America and
Europe and other.  Remember  when I talk about  Europe and other,  I'm talking
about  all of our  European  brands  together  with  Cunard  as well as P&O in
Australia.

And  when I focus  on our  yield  information,  I am  talking  about it in the
context of  constant  dollars  because  that's  the best way - it's  difficult
enough to kind of forecast  yields  out,  it's even more  difficult  to try to
forecast currency movements. So we talk about constant dollars and that is the
best way, I think, to understand demand in the markets for which we're selling
today in terms of what's happening with our yields.

As Gerry  indicated -- well, as we indicated,  cruise costs are expected to be
up 4 to 5% in the second  quarter,  excluding fuel, it should be flat but down
slightly.  I think  that's what we said on our press  release and earnings per
share expected to come in the $0.48 to $0.50 range for the second quarter.

Turning to the third quarter.  Our capacity in the third quarter,  and that is
our seasonally  strongest  quarter for us, as you know,  will be up 5.1%. Load
factors shape up as follows; right now they're about flat year on year, Europe
and other is up about  10.4  points,  North  America is down  approximately  5
points.  The lower load factors in North America are  attributed to the weaker
Caribbean  bookings  that we've been seeing and which started back in the late
fall.  Alaska and Europe sailings are strong with positive pricing expected in
these trades for all of our brands.


                                      6


With regard to the weaker Caribbean  bookings,  we do believe that a number of
factors have affected  this trade,  the most  significant  being the impact of
last year's hurricanes in the fall on the Gulf Coast region of the country, as
well as on Florida  markets.  Also, the recent reentry of our ships charter to
FEMA into the shorter  cruise market by us is taking a little bit more time to
absorb than we originally estimated.

Hurricane also decimated the island of Cozumel,  which is one of the strongest
ports that we have in our Western  Caribbean  itineraries  and we have noticed
that there has been particular weakness in Western Caribbean  itineraries as a
result of having to drop,  in some cases having to drop Cozumel  entirely from
the itineraries or in other cases where we are calling in Cozumel,  we have to
tender passengers into the island,  which has affected passengers  experiences
and that  information does get out to the market place and to the distribution
community as well.

Looking at the stronger  European  booking  picture as I mentioned,  our yield
management  strategy  for Costa did change for 2006 and  resulted  in stronger
forward  bookings at early booking pricing which has worked extremely well and
is driving the  significantly  higher European loads. So we're very encouraged
by what we see in Europe and  clearly  Europe is  performing  quite well right
now.

From pricing standpoints across North America, the positive here is that North
America pricing is still well ahead of last year and European  pricing is just
slightly below year on year levels, but remember that relates to the fact that
we're way ahead on terms of cabins  sold in  Europe.  Overall  our  pricing is
nicely ahead for the third quarter.  At this point all North  American  brands
are showing positive  pricing,  even with the weaker  Caribbean  bookings that
I've talked about.  Overall giving current  stronger North American prices and
stronger load factors in Europe, we expect continued yield growth in the third
quarter as well.

The fourth quarter I'll briefly comment on, capacity by the way for the fourth
quarter is scheduled to be up 5.7%. The booking  pattern in Q4 is very similar
to the booking  pattern that we've seen in Q3. Load  factors in North  America
are behind by 3.9 points at this juncture,  and Europe and other is up over 11
points.  Overall  were up  slightly  year on year in terms of our  total  load
factors and this is a picture.  This is sort of a point in time picture  we're
giving you right now on all these quarters.

The softer  Caribbean  bookings are  responsible  for the lower loads in North
America,  however,  Alaska, Europe and our exotic cruises are performing quite
well and that's a major  positive and I'm sure the same,  for the same reasons
we're  seeing  in Q3,  we're  seeing  the same  issues in Q4  relating  to our
Caribbean itineraries.  From a pricing standpoint, North America is well ahead
year on year for Q4.  Europe  is  running  slightly  behind  and it's the same
relationship  we've had in Q3.  Overall  our  pricing at this point in time is
well ahead for Q4.


                                      7


Fleet  wide  pricing  for North  American  brands is well ahead for all of our
brands on a year-over-year  basis and similar to the third quarter,  all North
American brand pricing is ahead at this time,  even with the weaker  Caribbean
bookings. Europe and other pricing is slightly lower, which is consistent with
Costa  yield  management  strategy,  and we  expect  that  slowly - that  will
gradually  strengthen  and improve as we get closer to the  conclusion  of the
fourth quarter.

For the full year, we expect yields on a constant dollar basis to be up in the
2 to 3% range, which is what we said in the press release and this is slightly
lower  than our  previous  estimates  of being  in the  range of 2 to 4%.  The
reduced  yield  items  results  from  expectations  of lower  than  previously
anticipated  ticket prices for Caribbean  sailings.  Somewhat  lower growth in
onboard revenues,  and some mix effects of lost sailings on the Queen Mary II.
You may recall that we lost a pod on the Queen Mary. She's going to have to go
into dry-dock in the second quarter and again in the fourth quarter, and we'll
lose higher per diems we typically get from that ship. It has been  performing
extremely well and continues to perform well for us.

Cost  estimates,  excluding  fuel  on a  constant  dollar  basis,  essentially
unchanged from previous estimates.  And, as you notice from our press release,
now our revised  guidance for the year is $2.90 to $3.00,  which is down $0.10
from the $3.00 to $3.10 range we previously gave you. If you look at the $0.10
lower guidance, about $0.04 of that reflects higher fuel cost estimates in our
numbers,  $0.02 reflects the special,  non recurring  items we took in Q1 that
Gerry  spoke  about,  reduced  yield  outlook we  estimate to be about $0.05 a
share,  that's $0.11.  And then we're  forecasting a somewhat  better currency
picture for us, which is $0.01 on the benefit  side,  netting it all out, it's
about $0.10 a share.

So  that's  sort of the way we see the  year  shaping  out now.  Things  could
change,  as you know, in this business and we'll  continue to keep you updated
if there are any changes,  any significant changes from what we're forecasting
today.

Before I conclude my comments  early this morning.  I wanted to mention to you
that early this  morning we were  advised by Princess  Cruises that a fire had
occurred on the Star  Princess in the  Caribbean.  It started in the passenger
accommodation area of the ship and was contained in the area.

The passengers were called to their muster stations as a precaution.  The fire
is out,  it was  contained.  The cause  right now,  it's very early -- it only
happened   sometime   early  this  morning.   The  cause  is  still   unknown.
Unfortunately  though,  we're sad to  confirm  that  there  was one  passenger
fatality as a result of the fire and two  passengers,  which are known to have
suffered  significant  smoke  inhalation and nine  passengers with minor smoke
inhalation.

At this time,  the  financial  impact of the  incident  is  unknown.  If it is
determined to be material we will  obviously  make a subsequent  announcement.
That's all the info we have


                                      8


from Princess  management at this time, and as more  information  comes out on
Princess,  we will be sending out communications on this matter and we'll keep
people informed as to what's going on.

And  with  that,  I will  turn it  back --  operator,  I'll  turn it back  for
questions.

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                          QUESTION AND ANSWER SESSION
- ------------------------------------------------------------------------------

Operator: Thank you.

[OPERATOR INSTRUCTIONS]

Our first  question  comes  from the line of  Felicia  Hendricks  with  Lehman
Brothers. Please go ahead.

Felicia Hendricks: Hi guys. Good morning. Howard, you went through some of the
reasons why there was the weakness in the  Caribbean,  which all make a lot of
sense,  but one of the things that you didn't mention was perhaps an effect of
the  economy.  I know a lot of  people  are  debating  about  that.  And I was
wondering if you guys were seeing  anything there or if this is just some kind
of short-term phenomenon in the Caribbean, and if that's the case, what do you
think it takes to improve the business there? And as just housekeeping, Gerry,
you had mentioned in total what you paid for -- the price you paid for the buy
back within the quarter what did you say was the average price?

Howard Frank:  Felicia, by the way, before I respond to your question. I thank
you for only asking two questions. I would ask that everybody,  there may be a
lot of people that want to get their  questions  in. I would ask  everybody to
limit their questions to two questions as well.

I think we're reading the same economic  data that  everybody  else is reading
which is  forecasting  a  slowering  of the  economy in the second half of the
year,  and there  may be some  evidence  in -- we  speculate  on that  amongst
ourselves  in terms of the reasons for the weaker  Caribbean  programs and the
shorter  duration  cruises as well. And it could be that the middle end of the
economy--the  middle  part or the economy is feeling the effect of higher fuel
prices and higher interest costs and a softening of the housing markets and so
on, and maybe consumer  confidence is having, for that group of the market, is
having some impact on our more moderately priced cruises. But the phenomena is
that our higher end products seem to be performing quite well.

So,  yes, I think it's  possible  it could be that.  And maybe we could  maybe
potentially be a bell weather for that, but it's really too early to know. And
there are some suggestions in our data,  although I can't get into the detail,
that it could be a shorter term issue and it could go away.  But we don't know
that yet.

Micky  Arison:  Felicia,  just a couple of  things.  I think  there has been a
little bit of a misunderstanding  or a not understanding of the domino effects
that the hurricanes have


                                      9


had on the  Caribbean  programs and the fact that this is the first time we've
lost a major embarkation port and a major destination port in one season,  and
the  redeployment  of ships by us and other companies into markets at the last
minute,  all of which were  redeployed in this seven day or shorter  Caribbean
market in other  locations,  as well as Howard  mentioned,  the dislocation of
itineraries with Cozumel. I think those had a more material impact on bookings
to the Caribbean than the other possible issues.  But again, it's probably 100
little things that add up to the weakness in the Caribbean, but all brands are
performing well in all other  locations,  like Alaska and Europe.  So, why the
economic issue wouldn't effect all destinations I'm not sure.

Gerry Cahill:  Felicia,  back to your question,  the buy back, just to clarify
it. The shares that I mentioned,  the 1.6 million  shares,  actually  were not
purchased during the first quarter, they were purchased in March.

Felicia Hendricks: Okay. So what did you pay for those?

Gerry Cahill:  I can't remember the exact number, I haven't got it in front of
me, but it was somewhere between $49 and $50 as an average.

Felicia  Hendricks:  Okay.  And then I know it's -- I'm not even going to push
you to talk about '07,  but just given this domino  effect that you  mentioned
Micky, do you think this kind of rights itself next year?

Micky Arison: It's hard to say. I think that's the third question but --

Felicia Hendricks: Sorry. It's a follow-up.

Micky  Arison:  We have moved one of our ships back to New Orleans for example
this fall. I know one of our competitors has moved there, back to New Orleans,
so it will start to right itself, whether it will be 100% right by next winter
is hard to say.

Felicia Hendricks: Okay. Thank you.

Operator:  Thank you. Our next question  comes from the line of Rick Lyle with
John W. Bristol. Please go ahead.

Rick Lyle:  Following up on that point about  Cozumel,  what's the  assessment
there for returning that port to normal operation? And I've got a follow-up.

Micky Arison: There were three ports impacted.  We believe one should be up in
six months and the other two that were more heavily  destroyed,  including the
one that we owned and  operated,  could take as long as two years because they
will have to be completely rebuilt.

Rick  Lyle:  And I guess the follow on  question  is what's the trend in group
business?


                                      10


Micky Arison: It's very brand specific all over the place, I can't really give
you a trend.

Rick Lyle: Okay. Thank you.

Operator:  Our next  question  comes from the line of Steve Kent from  Goldman
Sachs. Please go ahead.

Steven Kent: Hi good  morning.  Could you just give a little bit more color on
the share buy-back  program?  Obviously you bought a lot back this past month,
but with $1 to $2 billion  of free cash  flow,  when do you start to move from
being  opportunistic  to more  consistent and sort of how you think about that
program? And then also Gerry, you mentioned your G&A program,  that there were
a couple of things  you're  working  on, but I think you only  mentioned  one.
Could you be a little bit more specific about some of the G&A programs  you're
working on? What maybe that could mean for margins,  consolidating reservation
system, yield systems,  headquarters,  things like that that maybe would put a
little bit more color on what that program is over the next year or two?

Micky  Arison:  Just to jump in,  there's none of what you just  described but
I'll let Gerry answer that question.

Gerry Cahill: With respect to the expense reductions,  unfortunately,  because
of the fact that we operate on a decentralized  basis in a number of different
locations,  you're  never going to find us, and I think I've said this before,
you're never going to find us coming out with any grand sweeping  program that
is going to be across  all the  brands.  Each brand has a  different  business
market they're in. Each one has different problems and different approaches to
the market.  So  consequently,  when we address these things  they're all on a
very much brand specific basis.

So there's no one thing. I mean,  Steve you've been around,  following us long
enough  to know  that when we work on the cost  side,  it is a whole  bunch of
small little things. It is very, very minute detailed operating  procedures at
different   entities  and  there's   always   opportunities,   there's  always
opportunities as far as just embarkation,  how much it costs to embark a guest
and we benchmark the different  brands against each other.  But there's no one
thing that constitutes a large percentage of the piece.

Howard Frank:  Let me just make a general  comment  Steve,  this is Howard.  I
think we have to be  careful  not to take an  overly  simplistic  approach  to
consolidation  and  integration  of  businesses.  In  fact,  I  think  in many
experiences  we've  found  that  that has  resulted  in really  creating  more
problems than it solves. In our business model, which has been very successful
and we think works very well for us, we believe in a philosophy  of having our
brand executives run their  businesses,  but also having them work together to
try to come up with scale  benefits and scale  effects,  which we've been very
effective  in doing.  And every time you decide that you want to take the cost
out of a business


                                      11


because you can integrate certain things, you run a huge risk in impacting the
way those businesses operate.

And  there's  no way,  in our  minds,  that we think you can  centralize  this
business  through  a much  better  degree  than it is  today.  We  can't  make
decisions in one place on behalf of all brands,  it just wouldn't  work,  it's
not very practical. So our philosophy is whether you like it or not is the one
that we use, and we like it, we think it works well for us. And we're going to
continue to operate that way.

Steven Kent:  Then if you just then answer the question on share buy back. And
you did mention you are doing some G&A  reduction,  so again if you could just
give us some  general  ideas of what they are, or the  magnitude  of what they
could be.

Gerry  Cahill:  They're -- I gave you one  example.  I mean I talked about the
costs of  embarking  guests on a  particular  brand.  I mean there are a whole
bunch of  little  things  that vary by brand.  And quite  honestly,  we're not
really  interested  in  tipping  our  hand as to what we may be  doing in cost
reduction to our competitors.

Howard Frank: Last year we implemented the polar reservation system at Holland
America and Cunard and that has served to reduce a  considerable  amount of IT
cost as well as reservation  cost and we're also - we're further  implementing
that  yield  management  system  and well as CRM  systems  on top of the polar
system at Holland America that would give us, not only some cost benefits, but
also some revenue benefits as well. But it's those kinds of things that we are
doing or are in the  process  of  doing.  We're in the  process  of going to a
single  instance  of Oracle,  and we're going to a single  chart of  accounts.
Those kinds of things will yield significant benefits to us on the cost side.

Micky Arison: I mean it's a thousand little things.  Yesterday I read a report
about  how  we can  save  some  money  by  using  the  communications,  mobile
communication  system that Carnival  uses for Holland  America sales force and
can save X hundred  thousand  dollars by doing that. So it's a million  little
things  that we're  working on, I mean that's what we've got groups of people,
that's what they do for a living.

Howard Frank: That's what they do.

Steven Kent: And the share buy-back funds?

Gerry  Cahill:  Share  buy-back.  We  have  always  said  we are  going  to be
opportunistic,  we have not changed our mind. I mean if you look,  we said, we
would look to find ways to return  excess cash to  shareholders  and then over
last year we've  increased  the dividend by about $400 million a year,  and we
bought back about $500 million worth of stock,  and  consequently we feel like
we're right on course with what we said we would do. So at this point in time,
we always continue to reassess at different  points in time, but at this point
we don't have any intentions of changing what we're doing.


                                      12


Steven Kent: Okay, thanks.

Operator:  Thank you. Our next  question  comes from the line of Helene Becker
with the Benchmark Company. Please go ahead.

Helane Becker: Thank you very much operator. Hi everybody. Question, and Gerry
you might  have  actually  responded  to this with  your FEMA  answers,  but I
noticed  commissions and transportation  other is down on a year on year basis
by more than 4%. Is that one of the cost items  that would have been  impacted
by that or is there  something else going on there?  More direct  bookings for
something?

Gerry Cahill:  Well,  you're right.  FEMA, the commission line shows up in the
computation  in net yields.  So it wasn't in my remarks with respect to cruise
operating  costs.  But you're  correct,  the commission and airfare line, that
whole line looks low this  quarter and that is because of the fact there is no
commission  that is paid on the FEMA charter  revenues,  so it makes it appear
lower than it normally would.

Helane Becker:  Okay,  all right.  So going forward we kind of get back to the
normalized comps. Right?

Gerry Cahill: Sure.

Helane Becker:  Okay,  and then did you say the percentage of airfare  through
your brands versus not -sold by you.

Gerry Cahill: You're talking about the air/sea mix?

Helane Becker: Yes, thank you.

Gerry Cahill: No, I didn't. Beth can look it up, but my recollection is it was
pretty flat with last year,  but we'll get back,  we'll  mention that later in
the call as to what it was,  but I think it was  pretty  much the same as last
year.

Helane Becker: Okay, that's fine. Thank you for helping.

Operator:  Thank you.  Our next  question  comes from the line of David Anders
from Merrill Lynch. Please go ahead.

David Anders:  Great.  A few  questions,  first Gerry,  just so we can get the
fully  diluted  share count  correct going forward then, it was pretty low for
this  quarter,  was there  something  that  happened with the converts in this
quarter or is that the number we should be using and then  subtracting out the
shares repurchased.  And number two, Howard, maybe you could talk a little bit
about the  distribution of outcomes.  I know you've kind of given us your best
guess point estimates for this year, but if you said what would be


                                      13


kind of the worst case and best case  distribution  for let's say, net yields,
could it be as high as 4% and as low as a negative  1% or -- help us gauge how
much is on the books.

Micky Arison: We've given you our best guess estimates. I don't know what else
you want.

Howard Frank: 2 to 3% and I think we're comfortable with that right now and if
that changes, we'll let you know. By the way it is our best estimate and it is
subject to change. There are a lot of variables in this business and it's hard
to  predict  what's  going to  happen  next  week or next  month.  But  that's
basically what -- what our brand managers, our brand execs, they give us these
forecasts based on their best  information.  And then we kind of all add it up
and then give it back to you guys.

Gerry Cahill: And with respect to your share count David, you're right -- what
happened was one of the converts was  anti-dilutive  for the quarter so you're
required to leave it out of the computation,  which is why the share count was
low.  So if you go through  the rest of the year,  it should pick up to around
the 846 million level.

David Anders: Okay, thank you.

Micky Arison: Do you have the air/sea mix?

Beth Roberts: The air/sea mix is approximately 17% in the quarter,  down about
a point.

Beth  Roberts:  And the  average  purchase  price for the second  quarter  was
$49.88.

Micky Arison: Next question.

Operator: Our next question comes from the line of Tim Condor with AG Edwards.
Please go ahead.

Tim Condor:  Thank you. Two  questions.  One relates to Asia.  Any cost in the
first quarter related to just the launching of your  initiatives or background
cost that you're  incurring?  And then the  commission  structure  relative to
Europe and the U.S., I guess it's the first Asia question.

And then the second one, in  explaining  the  weakness in the  Caribbean,  you
alluded to that you're seeing some potential  data points,  that that could be
temporary.  And would another one adding here be the lodging  industry because
we're continuing to see the pricing and lodging industry progress,  and again,
that's more skewed  towards the business  traveler,  we understand  that,  but
there  should be somewhat  of a pull  factor  there too making from a relative
value perspective for the leisure traveler.

Howard  Frank:  Tim,  let me  comment  on Asia.  We're  really  -- In fact the
Shanghai  office is just scheduled to open next week,  Pier Foschi is going to
be there I think in early April


                                      14


for the official opening and so on. We have a distribution  relationships with
what we call PSAs in China, or Principal Sales Agents. And they in turn do the
selling into the marketplace. To travel agencies as well as I think, I believe
directly,  and I think the travel agent  commission  structure is not terribly
dissimilar  to what you see in other  parts of Europe  and the U.S.  If that's
answers your questions on that.

Gerry Cahill: Let me add one thing. There was some costs included in the first
quarter but it's not a huge amount of money.

Howard Frank: Yes, it's not a huge amount of money we're spending, but for the
full  year,  we're   forecasting  in  the  numbers  we're  giving  you,  we're
forecasting  the cost of this program.  And that's in our full year numbers as
well. On the Caribbean  piece of it, I mean - we're all -- it's really hard to
say. I mean it's sort of a phenomena  that seems to have  occurred,  sort of a
bifurcation,  if you will,  between the booking in one part of our market,  in
terms of certain areas of trade and bookings in other areas of trade.  I think
it's the first time we've seen anything quite this different.

So, I think a lot of our view is in terms  of the  impact  of the Gulf  Coast,
hurricane season and so on, results from those events which we have not had in
the past to this  magnitude.  So we  speculate  that  perhaps  this could be a
period of time - but we don't  know yet.  I think it's still much too early to
know.  And I think as we go full  cycle on this  thing,  as we get into  2006,
getting  closer into 2007,  getting a better  sense of how first  quarter 2007
shapes up in terms of bookings, we'll have a better sense of it because that's
when most of the capacity comes back into the Caribbean from ships that are in
Alaska and Europe and we'll get a better sense as to what those  bookings look
like.  We have  early  indications  of what they look  like,  and we'll have a
better  sense of it as we go on into this  quarter and we're  selling into the
first quarter of 2007.

Tim Condor: Okay. And Howard just to clarify on your commission comment,  Asia
relative to Europe and the U.S., I mean your what you pay for  distribution in
the U.S.  is  higher  than in  Europe,  so  would  the Asia  total  shake  out
distribution cost be closer to Europe or the U.S.?

Howard Frank:  The PSA  agreements  generally are like GSA  agreements in that
you're paying sort of an intermediary travel distributor who then goes out and
redistributes.  So  there  is a  different  arrangement,  if you  will,  which
includes  marketing,  co-op marketing and so on. So it's not -- you can't give
an exact  comparison  and quite  honestly I don't  have the exact  information
right  now,  so  I  would  be  speculating   beyond  that.  But  we  have  GSA
relationships  and  GSA  representatives  of us in  countries  that go out and
resell to the  travel  agents,  and so our  agreement  is with the GSA or this
particular case a PSA.

Tim Condor: Okay.

Howard  Frank:  But it is probably  not terribly  dissimilar  to what we do in
Europe is my guess.


                                      15


Tim Condor: Okay.

Operator:  Our next  question  comes from the line of Brian  Egger with Harris
Nesbitt. Please go ahead.

Brian Egger: Good morning, just kind of two yield related questions. The first
is how much of the strong or up North American  pricing in the second half can
be attributed to the mix change  resulting from  stronger,  long Caribbean and
weaker short  Caribbean  bookings,  as opposed to what I would call same store
pricing improvements?

Howard  Frank:  I don't know how to -- I'm not sure I know how to answer  that
question and with any degree of accuracy.  I'd have to go back and look at the
specific  data, but in my  recollection  generally  Brian,  is that the weaker
pricing  is in the both short and  longer  term  seven day  sailing as well as
three,  four,  and five-day  sailings  right now. It was more oriented I think
early on for the  shorter  duration  cruises,  but I think the  weaknesses  on
pricing is across the board in terms of the  three,  four,  five and seven day
numbers.

Micky Arison: In the Caribbean.

Howard Frank: In the Caribbean.

Brian Egger: Okay, and my follow-up  question,  just more generally in the way
you see the bookings.  Is there any truth to the theory that changes in either
yield  management  or the group  bookings  tactics made by other lines,  might
explain the somewhat  softer  bookings?  In other  words,  that last year that
there was a sense that  maybe some money was left on table by setting  prices,
introductory  prices  lower,  so this year the  industry is trying to hold the
line on pricing more,  and the bookings  maybe just aren't quite showing up as
much on a, kind of a firmer pricing environment.

Micky Arison: I don't see that or get that at all. I mean I think what we have
seen is that over the last couple of years we have very strong protracted wave
seasons lasting 10 or more weeks,  which  historically  has not been the case.
Historically  wave season was a six or eight-week  phenomena,  six or eight at
most  an  eight-week  phenomenon,  and  this  year  it was  kind  of a  6-week
phenomenon,  and then the decline began.  So when you're  comparing it to last
year where it  continued  for 10 weeks,  you got a period of four weeks  where
you've got tough comparisons.

But I think what has  happened is, the booking  patterns  moved back to a more
traditional booking pattern, and more similar to what we saw prior to the last
two years.

Howard Frank:  Remember the stronger  pricing comes in the summer time,  comes
from  the  seasonally  strong  markets  in  Europe  and  Alaska,  not from the
Caribbean.

Brian Egger: All right. Okay. Thank you.


                                      16


Operator: Thank you. Our next question comes from the line of Nick Thomas from
ABN AMRO. Please go ahead.

Nick  Thomas:  Hello  there.  There's  been quite a lot of talk I think in the
statement  and in the  conference  call in  relation  to the  weakness  in the
Caribbean,  and from what you've said, I get the impression that that weakness
has been ongoing for a number of months,  but there's also  obviously,  in the
statement  itself,  talk of a quite -- maybe a more  severe  slow  down in the
booking  trend  since  February.  Just  wondered to what extent that slow down
since February was specific to the  Caribbean,  or whether the slow down since
February had covered your business more widely.

Howard Frank: I'm not sure I have those data points,  but I would say that the
slow down is more Caribbean oriented than it has been in the core markets,  in
the  seasonal  markets,  or the  seasonal  trades  that seem to be  performing
reasonably, actually quite well.

Micky Arison:  It's very hard to say because the other markets are  performing
very, very well so you have some capacity restraints in those markets as well.
It's a question that can't, that really can't be answered.

Howard Frank: I guess what Micky's  saying is that for the third quarter,  and
there's a lot less inventory left to sell in some of these trades, so you will
see down numbers as a result of it.

Micky Arison: Which is true.

Nick  Thomas:  Yes.  And just sort of a follow-up  question.  This is slightly
related.  One of the trends  seems to come  through  particularly  when you're
talking  about the figures on a quarterly  basis going  forward is that from a
load factor point of view Europe is strong and North America is weak and for a
pricing point of view,  it seems to be the reverse of that.  Can you just talk
about to what  extent  that  difference  between the markets is as a result of
your own yield  management  decisions  being different in those markets and to
what extent they are more sort of external market driven forces?

Micky Arison:  I think it's virtually  entirely  driven by a change in pricing
and yield  management  philosophies in Europe,  which makes the comparisons in
Europe, year-over-year,  look the way they do. The European brochures came out
earlier, the advanced pricing models were more attune to what we've been doing
in the United States, getting lower pricing early, that generated a much, much
further out booking  curve and would  generate  higher  occupancies  and lower
yield which hopefully translates into higher yield at the end. So I think it's
99% generated by a change in the philosophy, principally at Costa and AIDA.

Nick Thomas: Okay, that's great. Thank you, very much.


                                      17


Operator:  Thank you. Our next question comes from the line of Assia Georgieva
from Infinity Research. Please go ahead.

Assia Georgieva:  Good morning, this is Assia. Gerry a quick question for you,
if the FEMA  charter was about 0.8% of the yields,  I would  imagine that on a
constant  dollar basis  without FEMA yields would have been 2.5. On a reported
basis the 1.2% yield improvement in Q1, would that be something below 1%? With
out the FEMA charge -

Gerry Cahill: Yes, you have the same reduction.

Assia Georgieva: It would be a 0.8% reduction?

Micky  Arison:  2.5%  constant  dollars  is the  only way to look at it from a
booking point of view.

Gerry Cahill:  You've got to take 0.8% off of both numbers if you want to take
out the FEMA charters.

Assia  Georgieva:  Okay. All right,  that's helpful.  And maybe Howard you can
help me with this,  just looking at the Princess brand,  somewhat  unusual for
them to be down and  again,  that brand has been very  strong.  And given that
Princess doesn't sail in Q2 in the short Caribbean or the Bahamas,  I was also
looking at some of the seasonal destinations,  which seems to be down, Europe,
Hawaii, Mexico, the only ones seem to be doing well is Alaska. Can you comment
a little bit on this dichotomy?

Howard Frank:  I'm not sure I understand  your  question.  You're talking just
about Princess now?

Assia Georgieva: Yes.

Howard Frank: I didn't make any particular comments about Princess.

Micky Arison: We did not make any comments about Princess.

Howard  Frank:  Princess  is  actually  performing  just  fine.  But of course
Princess Caribbean programs, they do have some Caribbean in the second quarter
as well. They do have a Caribbean ship so -- but they're, what we're seeing in
the Caribbean is across all brands.

Micky  Arison:  I'm not sure  what you -- We did not make a  specific  comment
about Princess, so I'm not sure what you're referring to.

Assia Georgieva: No, I understand that you didn't and that's why I was looking
for a comment.  Basically somewhat concerned that of the seasonal destinations
pricing


                                      18


doesn't seem to be as strong and again  Europe and Hawaii.  Alaska is the only
seasonally  one in Q2 that seems to be doing well and I wondered  whether  you
can comment on that.

Howard Frank:  The three principal  trades in Q2, there is Europe and there is
Alaska in the latter  half of the  quarter  and there is  Caribbean.  And then
exotic, there is some exotic, and some long cruises.

Micky Arison: The seasonal trades are doing well.

Howard Frank: The seasonal trades are all doing quite well.

Assia Georgieva: Okay. Great. Thank you.

Operator:  Thank you. Our next question comes from the line of David Leibowitz
from Burnham. Please go ahead.

David  Leibowitz:  Thank you. Could you tell us what your bunker fuel estimate
is for quarters two, three and four that you're basing your earnings estimates
on?

Gerry Cahill: What do you want to know specifically David?

David  Leibowitz:  Just  what a single  number  might  be, so we can watch the
variable as the year unfolds.

Gerry Cahill: You want to know what the cost per ton is?

David Leibowitz: Yes.

Gerry Cahill: All right, hang on a second I'm going to dig it out.

Howard Frank: Do you have a second question --?

David  Leibowitz:  Yes, by all means.  In the  2006-year,  how much dollars up
front cost for  introduction of ships you were expensing  versus the same idea
for '05.

Gerry Cahill: I'll answer your first question. I'll take the easy one.

David Leibowitz: We'll take them anyway we can, we're not proud.

Gerry Cahill: We've estimated $331 a ton for the second quarter.  $340 for the
third. And $339 for the fourth.

David Leibowitz: Thank you very much on that.


                                      19


Micky Arison: All I can say is that we have three introductions  right? We had
the  Noordam  already,  as you  know.  And we  have  the  Crown  Princess  and
Concordia. And Concordia and all those are in our guidance.

Gerry Cahill: Yes, we don't really break out separately any more --.

David Leibowitz: No, no. I don't mean it that way. In the cumulative -- excuse
me, I was misunderstood,  I said it wrong -- I speak a foreign language called
Brooklyn and the translator is out today. You had a cumulative in the estimate
for this year.  There was a cumulative last year for the ships introduced last
year, is the number in '06 greater or less in '06 versus '05?

Micky Arison:  We don't have that handy,  because we don't look at the numbers
that way.

David  Leibowitz:  Okay,  then if you can't answer that, in your statements in
the first  paragraph you say, we have $0.02 a share of  non-cruise  investment
write down and a litigation reserve. What are those two items specifically?

Howard Frank:  Under the  non-cruise  investment  write down -- the non-cruise
investment  write down is a write down of an asset and that we're not going to
go beyond that. It would not be in our best interest to discuss it.

Micky Arison: Except to say that it's all written down.

David Leibowitz: And the litigation reserve?

Howard  Frank:  And  the  same  with  the  litigation  reserve,  it  would  be
inappropriate  to comment on the litigation  reserve  because the situation is
not yet finally resolved.

David Leibowitz: Okay. Thank you.

Operator:  Thank you.  Our next  question  comes from the line of Robin Farley
with UBS. Please go ahead.

Robin Farley:  Thanks.  I wonder if you can elaborate on -- you made a comment
that you were seeing some data that maybe this is a short-term  issue in terms
of the  weakness in the  Caribbean.  I wonder if you could just  elaborate  on
that?

Howard  Frank:  Somebody  else asked me that  before and I only meant it as it
might -- there's a possibility  that it could be a short-term  issue and we'll
have more on that as we -- as the year  unfolds but that's -- I think  because
of these events and because as we go full cycle on these events.  If you think
about situation  improving in the Gulf Coast, the situation is going to get at
least  logistics of getting  into  Cozumel will get better.  We won't have the
piers up and running,  but as we go full cycle on it, it may not have the


                                      20


same  impact  as it has on a go  forward  basis as we get  into2007,  so we're
hopeful for that, we don't know that for sure -- we don't know that's sure but
we're hopeful that that's the case.

Robin Farley: And also, in terms of your strategy in Europe, how confident are
you that the earlier load lower price,  that that booking pattern in Europe is
going to result in higher yields?  Can you sort of talk about what you've seen
so far in the bookings to give us some confidence that that means that pricing
will come in higher later.

Micky  Arison:  It doesn't.  Obviously,  if you move the booking curve out, as
they have successfully done in Europe, it just gives you a lot more ability to
manage the yield and manage the  inventory.  And so  eventually,  whether it's
significant  this year or not, I don't  know,  eventually  that has to lead to
higher yields because the yield  management  functions much better when you've
got more data and a better booking curve.

So we're  confident that over time,  this change,  as it did in North America,
will positively impact yields and obviously whatever impact we believe will be
there this year is already in our numbers.

Robin Farley: So if -- was that something just for example in Q1 here, did you
see the benefit of that or not yet,  this is something  that over time but was
not in Q1?

Howard Frank: Yes there was yes -- we've seen it  historically,  we've seen it
in Q1 and remember that these are estimates,  the yield estimates come in from
these operating companies.

Micky Arison:  Remember that Gerry did say that the European brands  performed
better than the North  American  brands in the first  quarter and we have been
saying  for a number of  quarters  the  reverse.  So I think the  evidence  is
already in.

Howard Frank: Yes.

Robin Farley: Okay, great. Thanks.

Operator:  Thank you.  Our next  question  comes  from the line of  Srinadesan
Masadin from Wachovia Securities. Please go ahead.

Srinadesan Masadin: Hi, this is Srinadesan Masadin from Wachovia.  My question
relates to - is a follow-up  to your  earlier  comments on  returning  cash to
shareholders.  You  talked  about  continuing  to rely on  share  buy back and
opportunities  and  increasing  ordinary  dividends  as two  of the  preferred
alternatives.  But give the likelihood for substantial free cash flow over the
next few years, is there a place for other  alternatives such as debt pay down
or even a special dividend?


                                      21


Gerry  Cahill:  Well,  we could pay down debt.  It's  really  not our  current
thought  process to pay down debt.  By the way,  we'd never  limit it. When we
talked about  dividends we never  defined what kind of dividend  we're talking
about we just said  dividends  so I  wouldn't  say that we have ruled out that
we'd ever pay a special dividend.  Quite honestly,  we're going to continue to
reevaluate this as we go forward in the future.

I mean we've always said from over the last year that we intend to return this
money  over time to  shareholders.  We've  never  said it was going to be done
specifically at a particular point in time. So far we've been able to do that,
and as we were able to  continue  doing  that then  we'll  continue  with this
course. If we cant we can always adjust it.

Micky Arison:  It's  interesting  that we get this question so much when we're
not sitting on a huge amount of cash. I mean  obviously  our forward cash flow
estimates  are very  strong  and we and the Board will deal with that as we go
along. But right now, what was the cash on the balance sheet at the end of the
quarter?

Gerry Cahill: $400 million.

Micky Arison: $400 million.

Srinadesan Masadin:  All right. Thank you. Another question is, relates to the
shelf  filing  that you made  recently.  Can you  provide  some color and your
thoughts behind that filing?

Howard Frank: Shelf filing.

Micky Arison:  Oh, sorry. All we can say on that issue is that lawyers for the
Arison family trusts requested the filing. And as what's stated that the trust
and the Arison  family do not intend to sell shares  under that filing and the
lawyers have asked us to limit it to that.

Srinadesan Masadin: Okay, thank you very much.

Operator:  Thank you.  Our next  question  comes from the line of Tim Ramskill
with DKW. Please go ahead.

Tim Ramskill:  Thank you. Good morning.  Couple of quick  questions.  First of
all, in the  statement  this  morning you noted that the  weakness or the high
level of costs  incurred in the first  quarter was partly due to fuel but also
partly due to the timing of certain cost items  between the  quarters.  I just
wondered  if you could  give us some idea as to what  those  items were or how
much of an impact that may have had.

And then just coming back to this issue of weakness in the  Caribbean  market.
Does that lead you guys to  increase  your  process  of  moving  capacity  and
de-emphasizing  the  Caribbean  as a  destination  you  have  been in the past
already?


                                      22


Gerry Cahill:  I'll address the first  question  Tim. It's all timing  because
we're actually projecting the rest of the year we're going to be down when you
struck off fuel.  Advertising was higher in the first quarter,  we expect that
to kind of reverse as you go through the rest of the year.  Part of the reason
unit  costs  get  pushed  up  though  is  because  of the fact we have such an
abnormally  large  number of dry docks in the first  quarter.  We had, I can't
remember  the  number  of days off the top of my head,  but it was about a 75%
increase in the number of days ships were in dry dock at first quarter of this
year versus last year.

And when that happens,  a brand actually suffers a decrease in capacity.  They
are not able to  reduce  their  G&A  costs  now  because  of the  fact,  for a
particular quarter they've got ships in dry dock. So that artificially  pushes
up your unit  costs in the  particular  quarter  that that  happens.  Now that
process  reverses  over the rest of the year and that kind of pushes  the unit
costs back down. So really when you look at this overall it's all timing.

Tim  Ramskill:  Okay,  so then the dry dock days,  year on year,  wouldn't  be
expected to change,  so you've done just more of it in the first  quarter this
year than last?

Gerry Cahill:  Basically yes. I mean it probably has gone up in total a little
bit because we have more capacity.  We've got about 5%, 4.5% capacity increase
for the year, so we do have a little more  capacity,  so we have a little more
dry dock because of that.

Micky Arison: And the FEMA charters.

Gerry  Cahill:  And the FEMA  charters too. Yes, but I mean over the course of
the year that kind of balances itself out.

Howard Frank:  Tim, on the second  question about changes in terms of capacity
in the  Caribbean  market  going  forward,  most of the --  virtually  all the
itineraries, if not all the itineraries are already set for 2007 winter, which
is typically  the Caribbean  winter.  So I don't think you'll see any dramatic
changes  resulting for 2007 and obviously our  management  teams and different
brands examine the  itineraries  and decide what's going to give them the best
possible  yield  and  they  proceed  on  that  basis  and  they'll  set  their
itineraries going forward,  but they're all cognizant of different trades that
they operate in and the kind of yields that they get from them.

Micky Arison:  But the  percentage of our capacity  dedicated to the Caribbean
has been slowly declining, and will continue to slowly decline.

Tim Ramskill: Okay, thank you.

Operator:  Thank you. Our next question  comes from the line of Elizabeth Osur
from Citigroup. Please go ahead.


                                      23


Elizabeth Osur: Thanks. Two quick questions.  I know you've spoken a bit about
lower European  pricing and that this is somewhat to do with the timing of the
bookings in terms of your teams and your yield management policy for Costa and
for AIDA,  but can you just  speak  about the other  European  brands,  and if
pricing  for  bookings  for the rest of the year on those  brands are up right
now?

Howard  Frank:  There  are some  one-ship  brands  that I'm not  going to even
comment on. I don't know the Ocean  Village and Swan  Hellenic,  but the three
principal  brands are P&O,  AIDA and Costa and they're all looking  quite good
right now.

Micky Arison: They're all performing very well.

Elizabeth Osur: So, are you saying on the --

Micky Arison: The only other major brand is P&O and it's performing very well.

Micky Arison: Yes, I said AIDA and Costa.

Elizabeth Osur: So pricing on P&O for the remainder of the year is actually up
year-over-year then?

Micky Arison:  We're not going to comment on individual  brand pricing but the
three principal brands in Europe are all performing very well.

Elizabeth  Osur:  Okay  thanks.  And then just second  question.  On the Asian
business model, can you just talk about what you expect in terms of the impact
of Asian  capacity  on net  yield?  I realize  it's just one small ship but in
general how you think about  pricing on that brand  versus  pricing on kind of
the corporate average?

Howard  Frank:  I think in the  overall  scheme of things I think the impact -
because  it's such a small part of our  business,  it's one small ship in Asia
beginning  in July,  it's not going to have any  significant  impact at all on
overall yields.

On the margin it will have an impact,  it probably could be lower, but I don't
think it will have any impact on overall numbers.

Elizabeth Osur: Okay thanks.

Operator: Thank you. Our next question comes from the line of Scott Barry with
Credit Suisse. Please go ahead.

Scott Barry: Thanks. My question's been answered.

Operator:  Thank you.  Our next  question  comes from the line of Bob Simonson
with William Blair. Please go ahead.


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Bob Simonson: Good morning. Gerry, the $0.02 charge in the first quarter, what
line item did that go through?

Gerry Cahill: That's in other income.

Bob Simonson: That's in the other. Okay.

Gerry Cahill: Yes, other income expenses, below operating.

Bob  Simonson:   Okay,  and  are  there  any  changes  in  your  interest  and
depreciation  guidance  for this year?  And also,  Howard  gave some  numbers,
percentage changes in the quarters for capacity for this year, little bit more
in the dry-docks.  Has the capacity  absolute  number for next year changed or
should we just change the percentage change to get to it, to the old number?

Beth Roberts:  The depreciation  and  amortization  continues to be consistent
with what we gave  originally  at $990  million to $1  billion.  The  interest
expense, which was originally at $280 to $300 million, is estimated to come in
toward the lower end of the range and that is assuming no further repurchases.

Bob Simonson: Okay.

Gerry Cahill: So the answer to Bob's question won capacity?

Howard Frank: Capacity for '07.

Beth Roberts: The increase in capacity is 7.6%.

Bob Simonson: Okay, Thank you.

Operator: Thank you, ladies and gentlemen.

[OPERATOR INSTRUCTIONS]

We do have a  follow-up  question  from the  line of Rick  Lyle  with  John W.
Bristol. Please go ahead.

Micky Arison: Hi Ricky.

Rick Lyle:  Yes, my  question  about the  non-operating  stuff was already not
answered  so I'll ask another  question.  Have you seen any shift in demand in
the Caribbean from the Cozumel itineraries down to Belize and Honduras,  which
you expanded recently?


                                      25


Micky Arison: What I think we've seen and this is only anecdotal,  is that the
Eastern  Caribbean  itineraries are a little bit stronger right now because of
potentially  the confusion in the west. So the  itineraries is heading down to
San Juan or St. Thomas are a little bit stronger.

It's  difficult to tell on the issue of Belize and those  itineraries  because
very often those itineraries included Cozumel. So some of them have eliminated
Cozumel,  some have not.  We also have a very good  response to our Grand Turk
project where the sailings that we have from -- to the Eastern  Caribbean from
Florida and New York to Grand Turk and other Eastern Caribbean ports have been
very  strong.  So we have seen a bit of a shift  that kind of  reinforces  the
issue that we talked about earlier toward the Eastern part of the Caribbean.

Rick Lyle:  Do you have the capacity in Belize and Honduras to absorb the kind
of dockings that you had in Cozumel?

Micky Arison:  The ships have been shifted to places like  Progresso and Costa
Maya and a number of other places and they're slowly working their way back to
Cozumel  as the  infrastructure  improves,  so but  clearly  we have  built up
Cozumel, as a company and as an industry as a principal Western Caribbean port
and now we're hoisted by our own petard,  so to speak, and now have to kind of
regroup.

Rick Lyle: Okay. Thanks, very much.

Operator:  Thank you.  Our next  question  comes from the line of Lou Perenick
with Morgan Stanley. Please go ahead.

Lou Perenick: Yes hi. Just a quick question on the onboard spend, the weakness
there.  Is it  really  only  caused  by the  impact  of  Wilma  or is there an
underlying problem as well?

Gerry Cahill:  I mean -- The impact of Wilma was certainly  there. I mean -- I
wouldn't necessarily say it was weak, we talked for a long time that we didn't
think  that the  growth  rate  that we  experienced  in the last two years was
sustainable.  There certainly  wasn't any area in the onboard  category that I
would say in the  first  quarter  came in as  strong  as we've  seen in recent
quarters.  I mean if you  consider  that weak, I mean it's weaker than it was,
but we've never had the expectation  that we were going to be able to continue
to grow onboards at a rate of 6% per year.

Lou Perenick: Okay. Thank you.

Operator:  Thank you. Our next question is a follow-up  question from the line
of David Leibowitz from Burnham. Please go ahead.

David  Leibowitz:  Is there a  possibility  there  are too  many  ships in the
Caribbean? Not just your brands, but across the industry?


                                      26


Micky Arison: No.

David Leibowitz: Okay. So - what is it?

Micky Arison: What there is, is not enough quality ports. But not enough ships
as well.

Howard  Frank:  I think it's fair to say David,  that I don't  think that -- I
think  this  year,  since  the fall has just been an  unprecedented  number of
disruptions in the Caribbean  resulting from these hurricanes.  And so I think
that is having some impact on the business.  I think the Caribbean is fine, it
is our principal  sailing area, it will be in the foreseeable  future.  And we
are continuing to look at new  opportunities  in the  Caribbean,  new ports of
call and developing new experiences for our passengers in the Caribbean.

Micky Arison: How's the weather in New York today?

David Leibowitz: By Florida standards it's probably going to be the first item
on the news because we're down in the 40s. But second question --

Micky Arison: It's beautiful in St. Martin.

David Leibowitz:  Well put. Second question, did you tell us -- and I may have
missed the answer to a prior  question,  what the total cost of opening  China
are for Costa?

Micky  Arison:  We haven't  disclosed  that,  other than to say that all those
costs are in our guidance.

David  Leibowitz:  Okay. And are we going to have -- you had  originally  said
that you hoped to open --

Howard Frank: David please. David?

Howard Frank: David, it's unfair to other people.

David Leibowitz: Okay my apologies.

Howard Frank: Okay, thank you David.

Operator:  Mr. Frank,  there are no further  questions at this time,  I'll now
turn the conference back over to you.  Please continue with your  presentation
or closing remarks.

Howard Frank: David, you want to come back in now. I'm only kidding. Thank you
all for listening in and for your follow on  questions,  Beth and Gerry are in
the office  today as are Micky and I. And we wish you good day,  and thank you
very much for tuning in.


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Operator:  Ladies and gentlemen,  this does conclude the  conference  call for
today. We thank you for your  participation and ask that you please disconnect
your lines.

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