1
OPERATING LEASES 
  On March 27, 1989, the Company entered into a ten-year lease for 230,000  
square feet of office space located in Miami, Florida.  The Company moved its
operation to this location in October 1989.  In December 1994, the Company
purchased the building and an adjacent parcel of land for approximately $23
million.  In order to provide space for the Company's expanding operations, the
Company has commenced construction of a second building on the parcel of land
at an estimated cost of $35 million.  The Company also leases other facilities,
transportation and other equipment under operating leases.  Rental expense for
all operating leases for the years ended November 30, 1994, 1993 and 1992 was
approximately $7.7 million, $8.7 million and $10.7 million, respectively.  As
of November 30, 1994, minimum annual rentals for all operating leases,
excluding the lease related to the building purchase discussed above, with
initial or remaining terms in excess of one year, are as follows (in
thousands):

        1995                 $ 5,792  
        1996                   5,789     
        1997                   5,681  
        1998                   4,666  
        1999                   2,908  
        Thereafter             9,676
        ----------------------------
                             $34,512
        ============================     

NOTE 11 -- SEGMENT INFORMATION

  The  Company's cruise segment currently operates sixteen passenger cruise 
ships and three luxury sailing vessels.  Cruise revenues are comprised of sales
of tickets and other revenues from on-board activities.  A tour business
operated by HAL, consisting of sixteen hotels, four luxury day-boats, over 290
motor coaches and eight private domed rail cars comprise the assets that
generate revenue for the tour segment.  Intersegment revenues represent tour
revenues generated when tour services are rendered in conjunction with a
cruise.

Segment information for the three years ended November 30, 1994 is as follows:



                                                      (in thousands)
- -----------------------------------------------------------------------------------------
Year Ended November 30,                      1994              1993              1992
- -----------------------------------------------------------------------------------------
                                                                    
REVENUES
        Cruise                           $1,623,069        $1,381,473        $1,292,587
        Tour                                227,613           214,382           215,194
        Intersegment revenues               (44,666)          (38,936)          (34,167)
- -----------------------------------------------------------------------------------------
                                         $1,806,016        $1,556,919        $1,473,614
=========================================================================================
GROSS OPERATING
PROFIT
        Cruise                           $  726,808        $  598,642        $  552,669
        Tour                                 50,733            50,352            55,358
- -----------------------------------------------------------------------------------------
                                         $  777,541        $  648,994        $  608,027
=========================================================================================
DEPRECIATION AND AMORTIZATION
        Cruise                           $  101,146        $   84,228        $   79,743
        Tour                                  9,449             9,105             9,090
- -----------------------------------------------------------------------------------------
                                         $  110,595        $   93,333        $   88,833
=========================================================================================
OPERATING INCOME
        Cruise                           $  425,590        $  333,392        $  301,845
        Tour                                 18,084            14,274            23,051
- -----------------------------------------------------------------------------------------
                                         $  443,674        $  347,666        $  324,896
=========================================================================================
IDENTIFIABLE ASSETS
        Cruise                           $3,531,727        $2,995,221        $2,415,547
        Tour                                138,096           134,146           140,507
        Discontinued resort and casino                         89,553            89,553
- -----------------------------------------------------------------------------------------
                                         $3,669,823        $3,218,920        $2,645,607
=========================================================================================
CAPITAL EXPENDITURES
        Cruise                           $  587,249        $  705,196        $  111,766
        Tour                                  9,963            10,281            11,400
- -----------------------------------------------------------------------------------------
                                         $  597,212        $  715,477        $  123,166
=========================================================================================

   2

NOTE 12 -- EMPLOYEE BENEFIT PLANS

STOCK OPTION PLANS
  The Company has stock option plans, applicable to Class A Common Stock, for
certain key employees.  The plans are administered by a committee of two
directors of the Company (the "Committee") who determine the employees and
directors eligible to participate, the number of shares for which options are
to be granted and the amounts that any employee or director may exercise within
a specified year or years.  The maximum number of shares available to be
granted as of November 30, 1994 was 3,128,836.  Under the terms of the plans,
the option price per share is established by the Committee as an amount between
50% and 100% of the fair market value of the shares of Class A Common Stock on
the date the option is granted.  Since 1991, all options granted have been for
100% of the fair market value of the shares on the date of grant.  Options may
extend for such periods as may be determined by the Committee but only for so
long as the optionee remains an employee of the Company.

  The status of options issued by the Company was as follows (restated to 
reflect a two-for-one stock split):


- -------------------------------------------------------------------------------------------------------------------
Years Ended November 30,                              1994              1994              1993              1992
- -------------------------------------------------------------------------------------------------------------------
                                                      PRICE
                                                    PER SHARE                       NUMBER OF SHARES
- -------------------------------------------------------------------------------------------------------------------
                                                                                                         
Unexercised Options -- Beginning of Year         $ 3.88 - $20.25        730,526          730,598          101,718       
    Options Granted                              $19.82 - $23.88      1,764,000           72,000          674,000       
    Options Exercised                            $ 4.50 - $16.00        (61,290)         (56,472)         (45,120)      
    Options Cancelled                                                                    (15,600)                  
- -------------------------------------------------------------------------------------------------------------------        
Unexercised Options -- End of Year               $ 3.88 - $23.88      2,433,236          730,526          730,598  
===================================================================================================================     
                                                                      

RESTRICTED STOCK PLANS
  The Company has restricted stock plans under which certain key employees are
granted restricted shares of the Company's Class A Common Stock.  Shares are
awarded in the name of each of the participants, who have all the rights of
other Class A shareholders, subject to certain restriction and forfeiture
provisions.  Unearned compensation is recorded at the date of award based on
the market value of the shares on the date of grant.  Unearned compensation is
amortized to expense over the vesting period.  As of November 30, 1994 there
have been 1,896,032 shares issued under the plans of which 661,850 remain to be
vested.

DEFINED CONTRIBUTION PLANS
  HAL has two defined contribution plans available to substantially all U.S. and
Canadian employees.  HAL contributes to these plans based on employee
contributions and salary levels.  Total expense relating to these plans in each
fiscal year ended November 30, 1994, 1993 and 1992 was approximately $2 million.

DEFINED BENEFIT PENSION PLANS
  The Company adopted two pension plans (qualified and non-qualified) effective
January 1, 1989 which together cover all full-time employees of Carnival
Corporation working in the United States, excluding HAL employees.  Employees
will vest in the pension plans 100% after five years of service and will be
eligible to receive benefits at age 55.  The benefits are based on years of
service and the employee's highest average compensation over five consecutive
years during the last ten years of employment.  Carnival Corporation's funding
policy for the qualified plan is to annually contribute at least the minimum
amount required under the applicable labor regulations.  The weighted average
discount rate, 8.5%  in 1994, 7.5% in 1993 and 8.0% in 1992, and a 5.0% rate of
increase in future compensation levels were used in determining the projected
benefit obligation.  The expected long-term rate of return on assets was 8.5%.
  Pension costs for the qualified and non-qualified defined benefit plans were
approximately $2.0 million, $1.5 million and  $1.4 million in 1994, 1993 and
1992, respectively.

The funded status of the plans at November 30, 1994 and 1993 is:


                                                             Qualified                         Non-Qualified
                                                          (in thousands)                       (in thousands)
- -------------------------------------------------------------------------------------------------------------------
                                                      1994              1993              1994              1993
- -------------------------------------------------------------------------------------------------------------------
                                                                                                          
Accumulated benefit obligation:
    Vested                                          $ 2,796           $ 2,673            $ 3,089           $ 3,464
    Non-vested                                          285               461                102               149
- -------------------------------------------------------------------------------------------------------------------
                                                    $ 3,081           $ 3,134            $ 3,191           $ 3,613
===================================================================================================================
Projected benefit obligation                        $ 4,606           $ 4,842            $ 4,801           $ 5,532
Plan assets                                          (3,745)           (3,307)
- -------------------------------------------------------------------------------------------------------------------
Unfunded accumulated benefits                           861             1,535              4,801             5,532
Unrecognized prior service cost                        (491)             (576)              (460)           (1,553)
Unrecognized gains and (losses)                        (493)           (1,067)               309              (265)
- -------------------------------------------------------------------------------------------------------------------
Accrued (prepaid) pension obligation                $  (123)          $  (108)           $ 4,650           $ 3,714
===================================================================================================================



   3

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



PRICE WATERHOUSE LLP    [LOGO]

To the Board of Directors and Shareholders of
Carnival Corporation

  In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and cash flows present fairly, in all
material respects, the financial position of Carnival Corporation and its
subsidiaries at November 30, 1994 and 1993, and the results of their operations
and their cash flows for each of the three years in the period ended November
30, 1994, in conformity with generally accepted accounting principles.  These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for the
opinion expressed above.


PRICE WATERHOUSE LLP
Miami, Florida
January 23, 1995


   4
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
  Carnival Corporation and its subsidiaries (the "Company") earn revenues
primarily from (i) the sale of passenger tickets, which include accommodations,
meals, airfare and substantially all shipboard activities, and (ii) the sale of
goods and services on board its cruise ships, such as casino gaming, liquor
sales, gift shop sales and other related services.  The Company also derives
revenues from the  tour operations of HAL Antillen N.V. ("HAL"). 
  For selected segment information related to the Company's revenues, gross 
operating profit, operating income and other financial information, see Note 11
in the accompanying financial statements.

  The following table presents operations data expressed as a percentage of 
total revenues and selected statistical information for the periods indicated:


Years  Ended  November 30,                           1994              1993              1992
- ----------------------------------------------------------------------------------------------
                                                                                   
REVENUES                                             100%              100%              100%  
COSTS AND EXPENSES:                                                                            
        Operating expenses                            57                58                59   
        Selling and administrative                    12                14                13   
        Depreciation and amortization                  6                 6                 6  
- ---------------------------------------------------------------------------------------------- 
OPERATING INCOME                                      25                22                22   
OTHER INCOME (EXPENSE)                                (4)               (2)               (3) 
- ---------------------------------------------------------------------------------------------- 
INCOME FROM CONTINUING OPERATIONS                     21%               20%               19% 
============================================================================================== 
SELECTED STATISTICAL INFORMATION:                                                              
        Passengers carried                     1,354,000         1,154,000         1,153,000   
        Passenger cruise days                  8,102,000         7,003,000         6,766,000   
        Occupancy percentage                       104.0%            105.3%            105.3%  


GENERAL
  The growth in the Company's revenues during the last three fiscal years has
primarily been a function of the expansion of its fleet capacity.  
  Fixed costs, including depreciation, fuel, insurance, port charges and crew 
costs represent more than one-third of the Company's operating expenses and do
not significantly change in relation to changes in passenger loads and aggregate
passenger ticket revenue.
  The Company's different businesses experience varying degrees of seasonality.
The Company's revenue from the sale of passenger tickets for Carnival Cruise
Lines ("Carnival") ships is moderately seasonal.  Historically, demand for
Carnival cruises has been greater during the periods from late December through
April and late June through August.  HAL cruise revenues are more seasonal than
Carnival's cruise revenues.  Demand for HAL cruises is strongest during the
summer months when HAL ships operate in Alaska and Europe.  Demand for HAL
cruises is lower during the winter months when HAL ships sail in more
competitive markets.   The Company's tour revenues are extremely seasonal with
a large majority of tour revenues generated during the late spring and summer
months in conjunction with the Alaska cruise season.

FISCAL YEAR ENDED NOVEMBER 30, 1994 COMPARED TO FISCAL YEAR ENDED NOVEMBER  30,
1993

REVENUES
  The increase in total revenues of $249.1 million from 1993 to 1994 was
comprised of a $241.6 million, or 17.5%, increase in cruise revenues and an
increase of $7.5 million, or 4.3%, in tour revenues for the period.   The
increase in cruise revenues was primarily the result of a 17.2% increase  in
capacity for the period.  This capacity increase resulted from additional
capacity provided by Carnival's SuperLiners Sensation and Fascination which
entered service in November 1993 and July 1994, respectively, and Holland
America Line's Maasdam and Ryndam which entered service in December 1993 and
October 1994, respectively.  Also affecting cruise revenues were slightly higher
yields, slightly lower occupancies and lost revenues related to the grounding of
the Nieuw Amsterdam which resulted in the cancellation of three one-week cruises
in August 1994.  See Other Income (Expense) below. 
  Average capacity is expected to increase approximately 13% during the next 
fiscal year as a result of the delivery of the Fascination in July 1994, the
Ryndam in October 1994 and the Imagination in June 1995, net of a reduction in
capacity due to the discontinuance of the Company's FiestaMarina cruise division
in September 1994.
  Revenues from the Company's tour operations increased to $182.9 million in 
1994 from $175.4 million in 1993 primarily due to an increase in the number of
tour passengers. 

COSTS AND EXPENSES 
  Operating expenses increased $120.6 million, or 13.3% , from 1993 to 1994. 
Cruise operating costs increased by $113.4 million, or 14.5%, to $896.3 million
in 1994 from $782.8 million in 1993.  Cruise operating costs increased primarily
due to costs associated with the increased capacity in 1994. 
  Selling and administrative expenses increased $15.3 million, or 7.3%, from 
1993 to 1994.  These increases were 
   5

attributable to additional advertising and other costs associated primarily with
the increase in capacity. Depreciation and amortization increased by $17.3
million, or 18.5%, to $110.6 million in 1994 from $93.3 million in 1993.  
  Depreciation and amortization increased primarily due to the additional 
capacity discussed above.  Also, the depreciable lives of four of the Carnival
ships built in the 1980's were extended from 20 or 25 years to 30 years to
conform to industry standards. This resulted in a reduction of depreciation of
approximately $4 million during 1994.

OTHER INCOME (EXPENSE) 
  Total other expense (net of other income) in 1994 of $61.9 million increased 
from $29.5 million in 1993.  Interest income decreased to $8.7 million in 1994
from $11.5 million in 1993 due to a lower level of investments in 1994. Interest
expense increased to $73.3 million in 1994 from $58.9 million in 1993 as a
result of increased debt levels.  Both the lower investment levels and higher
debt levels were the result of expenditures made in connection with the ongoing
construction and delivery of cruise ships.  Capitalized interest decreased to
$21.9 million in 1994 from $24.6 million in 1993. 
  Other  expenses increased to $9.1 million in 1994 because of two events
which occurred during 1994.  In August 1994, HAL's Nieuw Amsterdam ran aground
in Alaska which resulted in the cancellation of three one-week cruises.  Costs
associated with  repairs to the ship, passenger handling and various  other
expenses  amounted to $6.4 million and were included in other expenses.  In
September 1994, the Company discontinued its FiestaMarina division because of
lower than expected passenger occupancy levels.  This resulted in a charge of
$3.2 million to other expense.  The cruise ship operated by FiestaMarina was
under charter from Epirotiki Lines, 43% owned by the Company, and was returned
to Epirotiki. 
  Income tax expense increased to $10.1 million in 1994 primarily as a result 
of taxes, approximately $3 million, on a dividend paid by the tour company, a
U.S. company, to its parent company, a foreign shipping company. 

FISCAL YEAR ENDED NOVEMBER 30, 1993 COMPARED TO FISCAL YEAR ENDED NOVEMBER  30,
1992 

REVENUES 
  The increase in total revenues of $83.3 million from 1992 to 1993 was 
comprised of an $88.9 million, or 6.9%, increase in cruise revenues for the
period and a $5.6 million decrease in tour revenues.  The increase in cruise
revenues was primarily the result of a 3.5% increase in capacity for the period
resulting from the addition of Holland America Line's cruise ship Statendam in
late January 1993 and a 3.3% increase in passenger yields resulting from an
increase in ticket pricing and passenger spending. 
  Revenues from the Company's tour operation decreased $5.6 million, or 3.1%, 
from $181.0 million in 1992 as compared to $175.4 million in 1993.  The decrease
was due to a reduction in pricing resulting from increased discounting by
competitors. 

COSTS AND EXPENSES
  Operating expenses increased $42.3 million, or 4.9%, from 1992 to 1993. 
Cruise operating costs increased by $42.9 million, or 5.8%, to $782.8 million in
1993 from $739.9 million in 1992, primarily due to additional costs associated
with the increased capacity in 1993. 
  Selling and administrative costs increased $13.7 million, or 7.0%, primarily
due to increases in advertising expenses associated with increased capacity and
an increase in television advertising in 1993.
  Depreciation and amortization increased by $4.5 million, or 5.1%, to $93.3
million in 1993 from $88.8 million in 1992 primarily due to the addition of the
Statendam. 

OTHER INCOME (EXPENSE) 
  Other expense (net of other income) of $29.5 million decreased in 1993 from 
$43.1 million in 1992.  Interest income decreased to $11.5 million in 1993 from
$16.9 million in 1992 due to lower interest rates on short-term investments in
1993.  Interest expense, net of capitalized interest, decreased to $34.3 million
in 1993 from $53.8 million in 1992.  Total interest expense decreased to $58.9
million in 1993 from $75.5 million in 1992 as a result of decreased debt levels
and lower interest rates on floating rate debt.  Capitalized interest increased
to $24.6 million in 1993 from $21.7 million in 1992 due to higher investments in
vessels under construction.  Income tax expense decreased $3.5 million to $5.5
million in 1993 from $9.0 million in 1992 due primarily to a reduction in
earnings for the tour operation.

LIQUIDITY AND CAPITAL RESOURCES

SOURCES AND USES OF CASH
  The Company's business provided $537 million of net cash from operations 
during the year ended November 30, 1994, an increase of 12% over the comparable
period in 1993.  The increase was primarily the result of higher earnings for
the period.
  During the year ended November 30, 1994, the Company spent approximately $595
million on capital projects of which $549 million was spent in connection with
its ongoing shipbuilding program.  The Fascination and the Ryndam were
completed and delivered in 1994.  The remainder was spent on vessel
refurbishments, tour assets and other equipment.
  These capital expenditures were funded by cash from operations, borrowings
under the $750 Million Revolving Credit Facility and the issuance by the
Company of $100 million of 7.7% Notes Due July 15, 2004 (the 7.7% Notes) and
$30 million of medium term notes due from 1999 to 2004.
  The Company also made scheduled principal payments during 1994 totalling
approximately $90 million under various individual vessel mortgage loans and
paid $79 million in cash dividends.

FUTURE COMMITMENTS
  The Company is scheduled to take delivery of eight new vessels over the next
five years.  The Imagination is scheduled for delivery in fiscal 1995.  The
Company will pay approximately $385 million in fiscal 1995 related to the
construction of cruise ships and $1.9 billion beyond fiscal 1995.  See Note 10
in the accompany-


   6

ing financial statements for more information related to commitments for the 
construction of cruise ships.  In addition, the Company has $1,132 million of 
long-term debt of which $85 million is due in fiscal 1995.  See Note 6 for more 
information regarding the Company's debt. The Company also enters into forward 
foreign currency contracts and interest rate swap agreements to hedge the 
impact of foreign currency and interest rate fluctuations.  See Notes 2 and 8 
for more information regarding forward contracts and swap agreements. 

FUNDING SOURCES 
  Cash from operations is expected to be the Company's principal source of 
capital to fund its debt service requirements and ship construction costs.  In
addition, the Company may fund a portion of the construction cost of new ships
from borrowings under the $750 Million Revolving Credit Facility and/or through
the issuance of long-term debt in the public or private markets.  One of the
Company's subsidiaries also has a $25 million line of credit.  At November 30,
1994, approximately $512 million was available for borrowing by the Company
under the $750 Million  Revolving Credit Facility. 
  To the extent that the Company should require or choose to fund future capital
commitments from sources other than operating cash or from borrowings under the
$750 Million Revolving Credit Facility, the Company believes that it will be
able to secure such financing from banks or through the offering of debt and/or
equity securities in the public or private markets.  In this regard, the Company
has filed two Registration Statements on Form S-3 (the "Shelf Registration")
relating to a shelf offering of up to $500 million aggregate principal amount of
debt or equity securities.  In July 1994, the Company issued the 7.7% Notes
under the Shelf Registration.  The Company has also commenced an ongoing $100
million medium term note program under the Shelf Registration pursuant to which
the Company may from time to time issue notes with maturities from nine months
to 50 years from the date of issue.  Under the medium term note program, the
Company has issued $30 million of five to ten-year notes bearing interest at
rates ranging from 5.95% to 7% per annum.  A balance of $370 million aggregate
principal amount of debt or equity securities remains available for issuance
under the Shelf Registration.  



   7

                           SUPPLEMENTAL INFORMATION

SELECTED FINANCIAL DATA
  The selected financial data presented below for the fiscal years ended 
November 30, 1990 through 1994 and as of the end of each such fiscal year are
derived from the financial statements of the Company and should be read in
conjunction with such financial statements and the related notes.  Certain
amounts in prior years have been reclassified to conform with the current year's
presentation.


                                                                                  (In  thousands, except per share data)
- -----------------------------------------------------------------------------------------------------------------------------------
Years Ended November 30,                           1994             1993              1992              1991             1990
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
INCOME STATEMENT DATA:                                             

Total revenues                                  $1,806,016       $1,556,919        $1,473,614        $1,404,704       $1,253,756
Operating income                                $  443,674       $  347,666        $  324,896        $  315,905       $  291,313
Income from continuing operations               $  381,765       $  318,170        $  281,773        $  253,824       $  234,431
Net income                                      $  381,765       $  318,170        $  276,584        $   84,988       $  206,202
Earnings per share (1):
     Income from continuing operations          $     1.35       $     1.13        $     1.00        $      .93       $      .87
     Net income                                 $     1.35       $     1.13        $      .98        $      .31       $      .77
Dividends declared per share                    $     .285       $     .280        $     .280        $     .245       $     .240
Passenger cruise days                                8,102            7,003             6,766             6,365            5,565
Percent of total capacity (2)                        104.0%           105.3%            105.3%            105.7%           106.6%

                                                                                                                   (in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
November 30,                                       1994             1993              1992              1991             1990
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:

Total assets                                    $3,669,823       $3,218,920        $2,645,607        $2,650,252       $2,583,424
Long-term debt and convertible                  
  notes                                         $1,161,904       $1,031,221        $  776,600        $  921,689       $  999,772
Total shareholders' equity                      $1,928,934       $1,627,206        $1,384,845        $1,171,129       $1,036,071


(1)  All earnings per share amounts have been adjusted to reflect a two-for-one
     stock split effective November 30, 1994.

(2) In accordance with cruise industry practice, total capacity is calculated
    based upon two passengers per cabin even though some cabins can accommodate
    three or four passengers.  The percentages in excess of 100% indicate that
    more than two passengers occupied some cabins. 


        
   8

MARKET PRICE FOR CAPITAL STOCK
  The following table sets forth for the periods indicated the high and low
market prices for the Class A Common Stock on the New York Stock Exchange
restated to reflect the two-for-one stock split effective November 30, 1994:



                                           SALES PRICE                                                            SALES PRICE  
- -------------------------------------------------------------          -------------------------------------------------------------
                                         HIGH         LOW                                                       HIGH         LOW    
- -------------------------------------------------------------          -------------------------------------------------------------
Fiscal Year ended November 30, 1994:                                   Fiscal Year ended November 30, 1993:                         
- -------------------------------------------------------------          -------------------------------------------------------------
                                                                                                                  
    FIRST QUARTER                      $26.125      $23.000                FIRST QUARTER                      $19.688      $15.688 
- -------------------------------------------------------------          -------------------------------------------------------------
    SECOND QUARTER                     $25.438      $21.000                SECOND QUARTER                     $19.563      $15.125 
- -------------------------------------------------------------          -------------------------------------------------------------
    THIRD QUARTER                      $24.063      $21.750                THIRD QUARTER                      $22.125      $16.500  
- -------------------------------------------------------------          -------------------------------------------------------------
    FOURTH QUARTER                     $23.125      $20.563                FOURTH QUARTER                     $24.125      $19.875 
- -------------------------------------------------------------          -------------------------------------------------------------


  As of February 14, 1995, there were approximately 3,488 holders of record of 
the Company's Class A Common Stock.  All of the issued and outstanding shares 
of Class B Common Stock are held by The Micky Arison 1994 "B" Trust, a United
States Trust, whose primary beneficiary is Micky Arison.  While no tax treaty
currently exists between the Republic of Panama and the United States, under
current law, the Company believes that distributions to its shareholders are not
subject to taxation under the laws of the Republic of Panama.

SELECTED QUARTERLY FINANCIAL DATA (unaudited)
Quarterly financial results for the year ended November 30, 1994 are as
follows:

                                                                                      
                                                                                               (in thousands, except per share data)
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THE QUARTER                                      FIRST                  SECOND                  THIRD                   FOURTH
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
TOTAL REVENUES                                     $385,256                $409,400               $600,796                $410,564
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                   $ 72,013                $ 85,780               $204,927                $ 80,954
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                         $ 65,051                $ 77,886               $168,776                $ 70,052
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE                                 $    .23                $    .28               $    .60                $    .25
- ------------------------------------------------------------------------------------------------------------------------------------

Quarterly financial results for the year ended November 30, 1993 are as
follows:
                                                                                               (in thousands, except per share data)
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THE QUARTER                                      FIRST                  SECOND                  THIRD                   FOURTH
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL REVENUES                                     $323,635                $378,237               $529,328                $325,719
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME                                   $ 51,732                $ 70,236               $172,008                $ 53,690
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                         $ 50,677                $ 65,140               $152,214                $ 50,139
- ------------------------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE                                 $    .18                $    .23               $    .54                $    .18
- ------------------------------------------------------------------------------------------------------------------------------------