SecProbe.io

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                                                              January 10, 2008

Ms. Hana T. Teshome, Special Counsel
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, DC  20549

RE:     CARNIVAL CORPORATION
        COMMISSION FILE NUMBER:  1-9610
        CARNIVAL PLC
        COMMISSION FILE NUMBER:  1-15136
        FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006

Dear Ms. Teshome:

        We have  reviewed  the  comments of the Staff  regarding  the  Carnival
Corporation  and Carnival  plc joint Annual  Report on Form 10-K for the fiscal
year ended November 30, 2006, which are set forth in your letter dated December
17, 2007, which was received by us on December 26, 2007. The numbered responses
set  forth  below  contain  each  of the  Staff's  comments  in bold  text  and
correspond to the numbered comments contained in your December 17, 2007 letter.
Our responses are printed below each comment.

        As requested, we acknowledge that:

        o    The company is  responsible  for the  adequacy and accuracy of the
             disclosure in the filing;

        o    Staff  comments  or changes to  disclosure  in  response  to Staff
             comments do not  foreclose the  Commission  from taking any action
             with respect to the filing; and

        o    The  company  may not assert  Staff  comments  as a defense in any
             proceeding  initiated  by the  Commission  or any person under the
             federal securities laws of the United States.

SCHEDULE 14A

EXECUTIVE COMPENSATION, PAGE 36

PROCESS FOR MAKING COMPENSATION DETERMINATIONS, PAGE 47

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Securities and Exchange Commission
January 10, 2008
Page 2

        1.      PLEASE  REVISE  YOUR   DISCLOSURE  TO  PROVIDE  A  QUANTITATIVE
DISCUSSION  OF ALL THE  PERFORMANCE  TARGET  LEVELS TO BE ACHIEVED IN ORDER FOR
YOUR  EXECUTIVE  OFFICERS TO EARN THEIR  PERFORMANCE-RELATED  COMPENSATION.  WE
WOULD EXPECT TO SEE THE SPECIFIC COMPANY FINANCIAL GOALS, KEY OPERATING DRIVERS
AND INDIVIDUAL  PERFORMANCE  OBJECTIVES  USED TO DETERMINE  PERFORMANCE-RELATED
COMPENSATION   AND  HOW  YOUR   PERFORMANCE-RELATED   AWARDS  ARE  SPECIFICALLY
STRUCTURED  AROUND  SUCH  PERFORMANCE  GOALS.  TO THE EXTENT YOU  BELIEVE  THAT
DISCLOSURE OF THE PERFORMANCE  MEASURES IS NOT REQUIRED BECAUSE IT WOULD RESULT
IN COMPETITIVE HARM SUCH THAT IT COULD BE EXCLUDED UNDER  INSTRUCTION 4 TO ITEM
402(B) OF REGULATION  S-K,  PLEASE  PROVIDE IN YOUR RESPONSE  LETTER A DETAILED
EXPLANATION FOR YOUR  CONCLUSION AS TO COMPETITIVE  HARM. TO THE EXTENT THAT IT
IS  APPROPRIATE  TO OMIT SPECIFIC  PERFORMANCE  MEASURES FROM YOUR  DISCLOSURE,
PLEASE  PROVIDE  DISCLOSURE  PURSUANT  TO  INSTRUCTION  4  TO  ITEM  402(B)  OF
REGULATION  S-K. IN DISCUSSING HOW DIFFICULT IT WILL BE FOR AN EXECUTIVE OR HOW
LIKELY IT WILL BE FOR YOU TO ACHIEVE THE TARGET  LEVELS OR OTHER  FACTORS,  YOU
SHOULD PROVIDE AS MUCH DETAIL AS NECESSARY WITHOUT  PROVIDING  INFORMATION THAT
WOULD RESULT IN COMPETITIVE  HARM.  GENERAL  STATEMENTS  REGARDING THE LEVEL OF
DIFFICULTY,  OR EASE  ASSOCIATED  WITH  ACHIEVING  PERFORMANCE  GOALS,  ARE NOT
SUFFICIENT.  REFER  ALSO TO  QUESTION  3.04 OF THE ITEM 402 OF  REGULATION  S-K
INTERPRETATIONS AVAILABLE ON OUR WEBSITE AT WWW.SEC.GOV.

        We understand  your comment and will provide a quantitative  discussion
of any performance  target levels,  and related  metrics,  as required,  in our
upcoming proxy statement.

        2.      YOU STATE THAT YOU USE PEER GROUP INFORMATION AND RELY ON IT TO
DETERMINE  INDIVIDUAL  COMPENSATION  AMOUNTS.  PLEASE REVISE YOUR DISCLOSURE TO
SPECIFY HOW EACH ELEMENT OF  COMPENSATION  RELATES TO THE  INFORMATION YOU HAVE
ANALYZED FROM THE  COMPARATOR  COMPANIES.  DISCUSS  WHERE ACTUAL  PAYMENTS FALL
WITHIN TARGETED  PARAMETERS AND TO THE EXTENT ACTUAL COMPENSATION WAS OUTSIDE A
TARGETED  PERCENTILE RANGE, PLEASE EXPLAIN WHY. REFER TO ITEM 402(B)(2)(XIV) OF
REGULATION S-K.

        We   understand   your  comment  and  will  disclose  each  element  of
compensation  and how the peer  group  information  was used to  determine  pay
levels. We will compare any target levels against actual payouts, as required.

        If you have any comments or questions  regarding  our responses to your
December 17, 2007 letter,  please  contact me by phone at (305)  406-8608 or by
fax at (305) 406-4758. Thank you for your assistance in this matter.

                                      Very truly yours,

                                      /s/ Arnaldo Perez
                                      -------------------------
                                      Arnaldo Perez
                                      Senior Vice President and General Counsel

cc:  Micky Arison

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