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March 31, 2006

Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549-0305
Attention:  Mr. David Humphrey

RE:   Carnival Corporation & plc (the "Company" or the "Carnival Group")
      Form 10-K for the Year Ended November 30, 2005
      File 001-09610

Dear Mr. Humphrey:

      The staff of the Securities and Exchange Commission reviewed the Company's
Form 10-K for the year ended November 30, 2005 and transmitted their comments in
your letter dated February 23, 2006 (the "Comment Letter"). In connection
therewith, we are providing our responses to the staff's comments on behalf of
the Company as follows. For ease of reference, we have copied each of your
inquiries and followed each inquiry with the Company's response.

Form 10-K for the Fiscal Year Ended November 30, 2005
Item 8-Financial Statements and Supplementary Data
Note 2-Summary of Significant Accounting Policies

Property and Equipment, page F-6

1.    Due to the materiality of dry-docking costs as well as the fact that cost
      capitalization policies appear to vary within your industry, please tell
      us and revise the critical accounting estimates section of MD&A, in future
      filings, to disclose the nature and types of costs you capitalize as part
      of your dry-docking costs.

RESPONSE: Dry-dock costs primarily represent planned major maintenance
activities where the ship is taken out of service for about two weeks or more.
Deferred dry-dock costs are typically comprised of the following:

      o     Dry-docking and wharfage services provided by the dry-dock facility.

      o     External hull cleaning and painting below the waterline, including
            blasting and coating.

      o     Below the waterline work, such as overhauling the propellers,
            shafts, stabilizers and thrusters, including replacement of seals.

      o     Cleaning and coating of holding tanks, such as the ballast and gray
            water tanks.

      o     Major planned maintenance activities for engine and propulsion
            systems, boilers, generators, refrigeration and air conditioning
            systems, heat recovery systems, electrical systems, technical piping
            systems and other equipment and systems.

      o     Outside contracted services, including travel and food costs.

      o     Freight costs incurred to transport materials and parts to the
            dry-dock facility.

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      o     Crew payroll and food costs incurred during the dry-dock and the
            repositioning voyages to and from the dry-dock facility. The crew is
            primarily comprised of those officers and crew that are necessary to
            operate the ship and those involved with the work performed at the
            dry-dock. These costs are typically about $250,000 per dry-dock.

      o     Fuel costs incurred during the dry-dock and the repositioning
            voyages to and from the dry-dock facility. Fuel costs are typically
            about $150,000 per dry-dock.

      Over the last three years, we have averaged approximately $110 million in
annual dry-dock cost expenditures, or approximately 2% of our 2005 cruise
operating expenses. Based on the amount of our annual dry-dock costs, the short
period over which these costs are being amortized to expense, and the type and
amount of estimates that we have to make to determine our deferred dry-dock
costs, we do not believe that our dry-dock accounting estimates should be
categorized as a "critical accounting estimate." Dry-dock accounting assumptions
and estimates do not typically involve a high degree of uncertainty and
different management estimates are not expected to have a material impact on the
Company's results of operations and financial position. However, we do plan on
providing additional disclosures in our future annual financial statement
footnotes of the nature and types of dry-dock costs that are incurred.

Note 2 - Debt, page F-13

      2.    With respect to the Zero-Coupon Notes, you disclose that noteholders
            have the right to require you to reimburse them on October 24, 2006
            at their accreted values. In this regard, it is unclear whether you
            would account for the cumulative accretion of original issue
            discount at the date of repurchase in your statement of cash flows
            as an operating activity pursuant to paragraph 23(d) of SFAS 95.
            Please advise us supplementary.

RESPONSE: If we elect to pay the noteholders in cash, we would account for the
cumulative accretion of original issue discount as an operating activity in our
statement of cash flow pursuant to paragraph 23(d) of SFAS No. 95.

Management's Discussion and Analysis
Outlook for Fiscal 2006, page F-32

      3.    Supplementally provide us with additional information regarding the
            circumstances surrounding your decision to increase the period of
            amortization for your deferred dry-dock costs. In your response,
            include a timeline with respect to the regulatory changes and
            technological enhancements you disclosed on page F-32. Also, include
            a discussion of how you determined that your change in amortization
            period constitutes a change in estimate and not the correction of an
            error. See SFAS 154 for guidance.

RESPONSE: As more fully discussed below, the period of benefit that we receive
from our dry-dock work is lengthening as we have been able to extend the period
between dry-docks within the parameters of existing regulations. This is based
primarily on changes over time in the regulatory environment and the continuing
improvement and technological enhancements to our ships. Accordingly, we believe
that it was appropriate to extend our estimated period of benefit for dry-dock
amortization from generally over one or two years to the estimated period
between the end of the dry-dock/wet-dock and the estimated date of the next
dry-dock/wet-dock, which is typically two to three years,

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commencing December 1, 2005. We believe we will obtain a better matching of
costs with the period of benefit as a result of this change. We believe this is
a change in the estimated useful life of the dry-dock benefit, which in
accordance with SFAS No. 154 "Accounting Changes and Error Corrections" should
be recognized on a prospective basis. As noted in SFAS No. 154, changes of this
type often are related to the continuing process of obtaining additional
information and revising estimates and, therefore, are considered changes in
estimates for purposes of this opinion.

      Below we have summarized the relevant background information and other
facts that were considered by management in reaching their conclusion to change
the estimated dry-dock amortization period to the period referred to above.

      o     Our ships' "flag" states (i.e.: Bahamas, Italy, Netherlands, Panama,
            and UK) regulations, as enforced by the relevant classification
            societies, such as RINA and Lloyds, effectively set the time limits
            for the performance of dry-docks, which ensure various shipboard
            inspections are carried out at prescribed intervals, and corrective
            work is performed. Our various brands' ships are flagged in
            different countries, and thus are effectively subject to different
            regulatory time periods for dry-docks. In addition, since we operate
            our brands decentrally, the operating managements have chosen
            different time frames between dry-docks, as permitted within the
            various regulations.

      o     For your information, a wet-dock is generally defined as a
            multiple-day out of service period (five days or more), where a
            significant amount of major overhaul work is performed vs. a
            dry-dock, which also involves a significant amount of major overhaul
            work, but is normally a slightly longer period than a wet-dock, and
            the ship is taken out of the water.

      o     The Carnival Group has grown through acquisitions of other cruise
            lines over the years. Up through the late 1990's, Carnival Cruise
            Lines ("CCL") and Holland America Line ("HAL") constituted the vast
            majority of the Carnival Group. In 2000, we acquired the remaining
            50% of Costa Cruises ("Costa"), which we did not already own.
            Costa's ships are flagged under the Italian flag. One of the major
            reasons we had decided to amortize our deferred dry-dock costs over
            a one-year period for CCL and HAL was because CCL was utilizing a
            one year dry-dock, next year wet-dock cycle. HAL also had this
            dry-dock/wet-dock ("DD/WD") pattern. CCL stopped this alternating
            DD/WD cycle (last wet-dock CCL had was in late January 2001), while
            HAL stopped doing this wet-dock/dry-dock in alternate years at
            different times depending on the ship (i.e.: Statendam - 5/04,
            Maasdam - 1/05, Rotterdam - 12/05). Costa was on a two year dry-dock
            schedule when it was acquired and deferred costs were amortized over
            two years. Hence our policy was to amortize such costs generally
            over a one to two year period.

      o     In 2003 Carnival Corporation entered into a dual listed company
            transaction with P&O Princess (later renamed Carnival plc), which
            added a number of

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            new cruise brands to the Carnival Group, and also added new flag
            states' rules, which applied to some of the P&O Princess brands. In
            late 2003, new UK rules were tentatively enacted that stated that if
            a cruise ship was less than 15 years of age, it only had to go into
            dry-dock once every five years. Of our 80 ships currently in
            operation, 62 ships are less than 15 years old and 18 ships, which
            only represent 14% of our passenger capacity, are over 15 years of
            age. These new UK rules are currently being tested on a case-by-case
            trial basis. The final decision on whether these new, once every
            five year dry-dock, rules will continue in effect will not be made
            by the UK for another two years. The reason that the UK is waiting
            to make its final decision is that no ships have completed the five
            year cycle. In between this five year period, an underwater
            inspection is required. In addition, to extend to a five year
            dry-dock cycle certain relatively minor modifications have to be
            made to some of the ships' underwater equipment. The UK rules
            currently apply to Cunard Line, P&O Cruises, Ocean Village, two P&O
            Cruises Australia ships and Princess Cruises. Late in 2004, the
            Bahamas brought its requirements basically in line with the UK's, as
            noted above. It should be noted that even though a ship may only be
            taken out of the water once every five years, it is our policy to
            consider the wet-dock the same as a dry-dock and, therefore, the
            period of benefit will be less than five years, as a wet-dock is
            typically performed at two and a half to three years, of the five
            year cycle. The costs of the actual dry-dock services (i.e.: costs
            to take the ship out of the water) will be amortized over the period
            between dockings, either wet or dry.

      o     There is another set of rules for ships 15 years and older, or for
            ships regardless of age regulated by flag states who have not
            adopted the new five year rules noted above. Most of these ships'
            flag states have adopted rules prior to 1998 that allow a dry-dock
            to be performed twice in every five year period, however, no more
            than thirty-six months apart. This rule is allowed if underwater
            inspections are used instead of a dry-dock inspection to meet the
            International Convention for Safety of Life at Sea passenger vessel
            requirement for an annual bottom survey. This option is
            discretionary on the part of the flag state, and will only be
            approved if certain conditions are met to the satisfaction of the
            classification society. Panama requires that after a ship is over 15
            years old, a dry-dock has to be performed every two years.

      o     Recently, with the changing rules noted above, our major brands have
            initiated efforts to extend the period between dry-docks. During the
            2005 fourth quarter, CCL approached the Bahamas and Panama, its two
            flag states, and obtained permission to extend the period of
            dry-docks to once every three years, irrespective to the age of the
            ship, including new ships.

      o     Enhancements have been made to our ships, which have allowed for the
            lengthening of time between dry-docks. These enhancements have not
            occurred all at one time, but are the result of continuing efforts
            to improve these products' performance. The two most important
            enhancements

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            impacting our dry-docking have been improvements made to
            anti-fouling bottom paints, which over time have become more and
            more resistant to vegetation growth on our ships' hulls, and
            improved seals between oil to sea interfaces, which has enabled us
            to lengthen dry-dock periods, without the attendant environmental
            risks that existed in the past.

      For comparative purposes, if we had been using a period of amortization of
between dry-docks/wet-docks, generally two to three years, our 2003, 2004 and
2005 net income would have increased by approximately $3.9 million, $7.2 million
and $26.3 million or 0.3%, 0.4% and 1.2%, respectively.

Table of Contractual Obligations, page F-42

      4.    Please expand your disclosure regarding interest payments on
            variable rate debt, either in the table or the accompanying
            footnotes. See Section IV.A (and related footnote 46) of FR-72 for
            guidance.

RESPONSE: We have expanded our disclosure to include interest payments on our
variable rate debt in our contractual cash obligation disclosure included in our
Form 10-Q for the first quarter of 2006. As of November 30, 2005, we had
contractual cash interest payments on our variable-rate debt, including the
impact of interest rate swaps, using the forward interest rate curve for the
terms of the loans as follows (in millions): $86, $73, $37, $29, $21 and $37 in
fiscal 2006 through 2010 and thereafter, respectively.

      5.    Since you have included amounts related to your Zero-Coupon Notes,
            2% Notes, and 1.75% Notes based on the date of the noteholders' next
            put option, consider the need to add disclosure of the potential
            timing and amounts due pursuant to these obligations under different
            circumstances, such as subsequent put option dates.

RESPONSE: We will provide additional disclosure in the footnotes to the "Table
of Contractual Cash Obligations" in our future Form 10-Ks, which will describe
some of the changes to our contractual cash obligations that would result under
different circumstances, such as no cash payment being required if we elect to
satisfy these