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CORRESP
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corresp

[CGSH letterhead]

January 31, 2005

BY HAND

(Confidential Correspondence)

Max A. Webb

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

          Re: NCL Corporation Ltd. Registration Statement on Form F-4

Dear Mr. Webb:

     By letter dated December 17, 2004, the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) provided certain comments with respect to the F-4
Registration Statement (the “Registration Statement”) confidentially submitted on November
18, 2004 by NCL Corporation Ltd. (the “Company”). This letter sets forth the Company’s
responses to the Staff’s comments.

     For convenience, we have reproduced below in italics the Staff’s comments and have provided
responses immediately below the comments. Please note that references to page numbers in the
responses below relate to page numbers in the blackline version of the Registration Statement.

General

    1.

    Prior to the effective date of the registration statement, please provide a
supplemental letter to us:

    •

    stating that you are registering the exchange offer in reliance on the staff
positions enunciated in Exxon Capital Holdings Corp. (avail. April 13, 1995),
Morgan Stanley & Co. (avail. June 5, 1991) and Shearman & Sterling (avail. July
2, 1993); and

Mr. Max A. Webb

January 31, 2005

Page 2

    •

    including the supplemental representations to the staff outlined in the
Morgan Stanley and Shearman & Sterling no-action letters.

Response:

The Company notes the Staff’s comment and will provide the Staff with a supplemental letter
stating that it is registering the exchange offer in reliance on the Staff positions enunciated
in Exxon Capital Holdings Corp. (avail. April 13, 1995), Morgan Stanley & Co. (avail. June 5,
1991) and Shearman & Sterling (avail. July 2, 1993); and including the supplemental
representations to the Staff outlined in the Morgan Stanley and Shearman & Sterling no-action
letters prior to the effective date of the Registration Statement.

Cover

    2.

    Please disclose, both here and in the summary section, that the notes will be exchanged
in integral multiples of $1,000.

Response:

The requested disclosure has been provided on the cover and page 12.

Prospectus delivery legend, page 2

    3.

    Please reposition this to the outside back cover.

Response:

The prospectus delivery legend has been moved to the outside back cover.

Where you can find more information, page 4

    4.

    Delete the 4th and 5th sentences in this paragraph beginning with “(a)ny statement made
in this prospectus” and ending with “of the document or matter involved” as they are
inappropriate limitations. Your disclosure should discuss all the material elements of a
document filed as an exhibit.

Response:

The Company has deleted the 4th and 5th sentences of this above-mentioned paragraph.

Industry and market data, page 5

    5.

    Revise to say that you believe and use the data, if true. If not, why are you
including it?

Response:

The requested disclosure has been provided on page 5.

Mr. Max A. Webb

January 31, 2005

Page 3

Summary, page 6

    6.

    Please delete the boilerplate disclosure in the introductory paragraph to the summary.
In this regard, a summary, by its nature, does not contain all information found in the
remainder of the disclosure document.

Response:

The Company has deleted the disclosure in the introductory paragraph to the summary.

    7.

    Revise the last paragraph to disclose your net income (loss) during the most recent
audited period and your revenues (losses) for the interim stub.

Response:

The requested disclosure has been provided on page 6 and page 70.

    8.

    Please note that the summary should be brief and should provide just a brief
description of your business and of the offering. Consider revising the summary to
condense and to highlight the aspects of your business and of the offering that are most
significant and delete the portions of the summary that merely repeat the text of the
prospectus. Please refer to Instructions to paragraph Item 503(a) of Regulation S-K and to
Item 3 of Form F-4.

Response:

The Company has revised this section to condense it and to highlight the aspects of its business
and of the offering that are most significant.

Strong industry fundamentals, page 6

    9.

    We suggest eliminating or radically revising this section, which appears to be a blend
of statements about the cruise industry and about your company. They seem to suggest that
most people do what they want on vacations. People who go on cruises tend to like to do
that. Are you suggesting that the 95% who choose not to go on cruises don’t like what they
do on vacation?

Response:

The Company has eliminated this section.

    10.

    In addition, you state that one person in four who goes on one of your cruises likes it
so much that he or she goes on another one of your cruises. Is that a percentage you are
happy with or proud of?

Response:

The Company has eliminated this section.

Mr. Max A. Webb

January 31, 2005

Page 4

    11.

    Also, we are not sure we understand the implications of the two statements that less
than 5% of the North American vacation market is represented by cruises and that only 15%
of the U.S. market has ever taken a cruise. Does this mean that Canadians don’t cruise for
vacation or that cruises by 15% of the population accounts for 5% of the tourist dollar?
Or does it suggest that although 15% have tried it at one time or another, cruises are not
what people tend to repeat?

Response:

The Company has eliminated this section.

“Homeland Cruising”, page 8

    12.

    Revise the first sentence to recast it as your belief, or otherwise identify the source
of such information. We believe that there have been a number of newspaper articles
recently saying that tourist travel via air had returned to pre-9/11 levels.

Response:

The Company has revised the first sentence to recast it as its belief.

Recent developments, page 11

    13.

    Revise this section to mention the July 15, 2004 offering of the $250 million Senior
Notes due 2014 and the purposes for which the proceeds of that offering were used.

Response:

The requested disclosure has been provided on page 10.

Certain federal income tax consequences, page 13

    14.

    Revise here to clarify that the exchange “will not” be a taxable transaction, as you
say in the tax discussion.

Response:

The requested clarification has been provided on page 13.

Ratio of earnings to fixed charges, page 17

    15.

    Please revise the registration statement to include Exhibit 12 reflecting the
computations of your ratio of earnings to fixed charges and your deficiency of earnings to
cover fixed charges for the various periods presented. Also, please disclose the pro forma
deficiency of earnings to cover fixed charges for the most recent fiscal year period
presented in addition to the latest interim period. Refer to the requirements of Item 21
of Form F-4, Item 601 of Regulation S-K and Item 503(d) of Regulation S-K.

Mr. Max A. Webb

January 31, 2005

Page 5

Response:

The Company has included Exhibit 12 to the Registration Statement and disclosed the pro forma
deficiency of earnings to cover fixed charges for the most recent fiscal year and the most
recent interim period.

Risk Factors, page 18

    16.

    Delete the second and third sentences of the introductory paragraph.

Response:

The Company has deleted the second and third sentences in the introductory paragraph to the
summary.

The indenture for the exchange notes and our credit facilities, page 19

    17.

    Revise this risk factor to cross-reference the quantified covenants to which you refer
and disclose them at a suitable place in the filing.

Response:

The Company has revised this risk factor to include a cross-reference to the disclosure of the
referenced quantified covenants and has described the quantified covenants on page 98.

Because we are a holding company, page 19

    18.

    Revise this caption so that it adequately describes the risk (e.g. that your
subsidiaries may not be able to generate sufficient cash flow to distribute finds to you).

Response:

The Company has revised the caption to describe the risk on page 19.

Our controlling shareholder is able to determine our corporate policies, page 24

    19.

    We note the disclosure in a risk factor on page 24 that the Lim Family indirectly
controls 86.4% of Star Cruises Limited which in turn owns 100% of the Company’s common
shares giving them the ability to control the Company’s operations and appoint all of its
officers and directors. Please disclose the nature of this control relationship in the
notes to the Company’s audited financial statements. Refer to the requirements of
paragraph 2 of SFAS No.57.

Response:

The Company has added disclosure to Note 7 of the Company’s audited financial statements
disclosing that at December 31, 2003 the Lim Family directly and indirectly controls 87.1% of
Star Cruises Limited which in turn owns 100% of the Company’s common shares.

Mr. Max A. Webb

January 31, 2005

Page 6

Amendments to the collective bargaining agreements, page 25

    20.

    If you have any collective bargaining agreements that expire within the next two years,
please disclose.

Response:

The requested disclosure has been provided on page 25.

The exchange offer, page 28

    21.

    Revise your disclosure to clarify that you will return the tendered notes not accepted
for exchange “promptly,” not “as soon as practicable,” following the expiration or
termination of the offer. Refer to Rule 14e-1(c). Please revise here and throughout the
document, as necessary.

Response:

The Company has revised the disclosure to clarify that it will return the tendered notes not
accepted for exchange “promptly” following expiration or termination of the offer on page 30,
page 32 and page 33.

Terms of the exchange offer, page 29

    22.

    Please confirm that the offer will be open for at least 20 full business days to ensure
compliance with Rule 14e-1(a). We note that your offer is schedule to expire at 5:00 p.m.,
New York City time on an unspecified date. Please confirm that you will change, if
necessary, the expiration time to 12:00 midnight on the twentieth business day the offer is
open to comply with Rule l4e-1(a). Refer to the Rule 14d-l(g)(3) definition of business
day and revise as appropriate. See also Question and Answer Eight in Exchange Act Release
No. 16623 (March 5, 1980). Further, please confirm that the expiration date will be
included in the final prospectus disseminated to security holders and filed pursuant to the
applicable provisions of Rule 424.

Response:

The Company confirms that the offer will remain open for at least 20 full business days and has
revised the disclosure on page 13 accordingly. The Company confirms that, if necessary, it will
change the expiration time to 12:00 midnight on the twentieth business day the offer is open to
comply with Rule l4e-1(a). The Company confirms that the expiration date will be included in
the final prospectus disseminated to security holders and filed pursuant to the applicable
provisions of Rule 424.

Mr. Max A. Webb

January 31, 2005

Page 7

Expiration date, page 30

    23.

    We note the last paragraph of this section. Please advise us as to how oral notice of
any extension is reasonably calculated to reach registered holders of outstanding notes or
otherwise satisfies the requirements of Rule l4e-l(d).

Response:

The Company has modified the “Expiration Date” section on page 30 to provide for written notice
of any extension both to the exchange agent and by public announcement communicated by no later
than 9:00 a.m. on the next business day following the previously scheduled expiration date,
unless otherwise required by applicable law or regulation, by making a release to the Dow Jones
News Service.

    24.

    Please revise to disclose the circumstances in which you may delay acceptance of any
old notes. For example, if you are referring to the right to delay acceptance due to an
extension of the exchange offer, so state.

Response:

The Company has revised this section on page 30 to disclose that it will delay acceptance of the
old notes in the event that it extends the period of time during which the exchange offer is
open.

Use of proceeds, page 35

    25.

    Please add a second paragraph explaining how you used the proceeds from the sale of the
original notes.

Response:

The requested disclosure has been provided on page 35.

Capitalization, page 36

    26.

    The capitalization table should not function as a balance sheet. Accordingly, please
delete “cash and cash equivalents” as an item. In addition, update the capitalization
table to reflect any material change in the amount of your indebtedness and outstanding
securities. See Form 20-F Item 3.B.

Response:

The Company has deleted “cash and cash equivalents” as an item and updated the capitalization
table as of September 30, 2004.

Mr. Max A. Webb

January 31, 2005

Page 8

Selected Consolidated Financial Information and Operating Data, page 37

    27.

    We note your presentation of the non-GAAP measure “EBITDA” in your Selected
Consolidated Financial Information on page 37. Please revise footnote (12) to disclose the
purposes for which this non-GAAP measure is used by the Company’s management. Also, based
on the current disclosures provided in footnote (12), it appears that this measure is used
primarily as a liquidity measure rather than as a measure of operating performance. Given
such usage of this non-GAAP measure, net income would not be the most comparable measure
under US GAAP. Please revise to include a reconciliation of EBITDA to cash flow from
operations if EBITDA is used by management as a liquidity measure, as your current
disclosures imply. Alternatively, revise footnote (12) to clarify how this measure is used
by management as a measure of operating performance. Refer to the guidance outlined in
General Instruction C. (e) of Form 20-F and Item 10(e) of Regulation S-K.

Response:

The Company has revised the Registration Statement to include a reconciliation of EBITDA to cash
flow from operations and to disclose that management uses this non-GAAP measure primarily as a
liquidity measure.

    28.

    Disclose in footnote (3), if material, the amount of amortization expense for goodwill
and other intangible assets that was included in determining net losses for periods prior
to the adoption of SFAS No. 142.

Response:

The Company has revised the disclosure in footnote 3 to include the amount of goodwill and other
intangible asset amortization expense recorded for each period prior to adoption of SFAS No.
142.

Unaudited Condensed Pro Forma Consolidated Financial Statements, page 43

    29.

    Revise the introductory paragraph to your pro forma financial statements to disclose
the amount of borrowings you will initially obtain under your $800 million Senior Secured
Credit Facility and to disclose the nature and amounts of the debt obligations that will be
repaid using these borrowings and the proceeds of the original notes. The disclosures in
the paragraph which precedes your capitalization disclosures on page 36 should be similarly
revised. Also, explain in the introductory paragraph to your pro forma financial
information the significant terms of the “Reorganization” transaction. Refer to the
requirements of Rule 11-02(b)(2) of Regulation S-X.

Mr. Max A. Webb

January 31, 2005

Page 9

Response:

The Company has revised the introductory paragraph of the unaudited condensed pro forma
consolidated financial statements as noted. In addition, the Company has similarly revised the
disclosures in the paragraph which precedes