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[CGSH letterhead]

April 7, 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 February 15, 2005, 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 January
31, 2005 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.

Mr. Max A. Webb

April 7, 2005

Page 2

Notes to Unaudited Condensed pro forma consolidated financial statements, page 44 Note 2. Pro
Forma Adjustments

    1.

    We note the disclosure in the seventh paragraph on page 44 indicating
that the unaudited pro forma consolidated statement of operations for the year
ended December 31, 2003 and the nine months ended September 30, 2004 exclude
the impact of the acquisition of the ship from Star Cruises Limited since you
are unable to present pro forma adjustments with respect to the operations of
the ship that are factually supportable. Please tell us and expand the
disclosure on page 44 to explain in further detail why you are unable to
present pro forma adjustments with respect to this ship’s operations that are
“factually supportable”. We may have further comment upon receipt of your
response.

Response:

The Company has not presented pro forma information with respect to its July 15, 2004 acquisition
from its parent of the cruise ship the Norwegian Spirit, previously named the Superstar Leo,
because the acquisition resulted in the transfer of fixed assets and did not include the transfer
of ship operations. The Company took possession of the cruise ship from its parent in accordance
with a charter agreement on May 13, 2004 and ownership was transferred on July 15, 2004. The
primary factor in effectuating the transfer was the sinking of the Pride of America, which caused
delay in its delivery and threatened cancellation of future sold cruises due to lack of capacity.
This transfer was orchestrated to avoid such cancellations. Prior to taking possession of the
ship, the Company marketed the Norwegian Spirit under its NCL brand name and accepted reservations
for future cruises. No advance ticket sales were transferred to the Company from its parent. Upon
taking possession, the Company renamed and refitted the ship to meet its brand requirements and
placed the ship into service on a Company itinerary with Company crew. Accordingly, there are no
supportable historical revenues and operating expenses for the period from January 1, 2004 through
acquisition. As there are no supportable ship operations for the period, the Company has
determined that presenting other related pro forma adjustments for interest expense and
depreciation during the period is not required.

The Company has expanded its disclosure on page 41 of the Registration Statement to explain in
further detail why it is unable to present pro forma adjustments with respect to the ship’s
operations as follows:

“The accompanying unaudited condensed pro forma consolidated statement of operations for the year
ended December 31, 2004 excludes the impact of our acquisition of the ship, the Norwegian Spirit,
from Star Cruises Limited. We have not presented pro forma information because the acquisition
resulted in the transfer of fixed assets and did not result in the transfer of ship operations.
While not indicative of pro forma results of the ship prior to acquisition, during the period from
May 13, 2004, the date we took possession of the ship in accordance with a charter agreement,
through December 31, 2004, the ship’s revenues totaled $89.3 million, operating

Mr. Max A. Webb

April 7, 2005

Page 3

expenses totaled $64.1 million (including charter expenses totaling $1.1 million), depreciation
expense totaled $6.3 million and interest expense totaled $6.0 million.”

    2.

    We note from your revised introductory paragraph and your
“Capitalization” disclosure that you initially drew down $480 million under the
$800 million Senior Secured Credit Facility and at September 30, 2004, you had
an outstanding balance of $300 million on the $300 million term loan facility
and $140 million on the $500 million revolving credit facility. Per the above,
it appears that you need to include a pro forma adjustment for the periods
presented related to the interest expense associated with the draw down on the
$500 million revolving credit facility. Please advise or revise accordingly.
Additionally to the extent that it is material, please revise footnote (OO) to
reflect the effects of the above adjustment.

Response:

The Company initially drew down $480.0 million under the Senior Secured Credit Facility, consisting
of $300.0 million under the term loan and $180.0 million under the $500.0 million revolving credit
facility. The Company utilized the $180.0 million proceeds from its initial draw under the
revolving credit facility to pay a portion of the purchase price of the Norwegian Spirit. As
further detailed in the Company’s response to item 1 above, the Company is not required to present
related pro forma adjustments for interest expense resulting from debt underlying the acquisition.
The Company has revised the fourth paragraph on page 41 of the Registration Statement to clarify
that it used the $180.0 million in initial proceeds from the revolving credit facility to purchase
the ship.

    3.

    Refer to footnote (DD) – We note from your revised disclosure that the
original amount of the deferred financing costs incurred in connection with the
Facility Fleet Loan were $3,795,000, which were being amortized over the life
of the Facility Fleet Loan, which was five years. This would equal
approximately $795,000 per annum and approximately $252,000 for the period from
January 1,2004 through April 23, 2004. Please reconcile the above amounts to
what you have disclosed in footnote (DD) or revise accordingly.

Response:

The Company has revised footnote (D), formerly (DD), to reflect appropriate amounts.

    4.

    Refer to footnotes (EE), (FF), (GG), (HH), (MM), and (NN) – We note
from your disclosure that the estimated amortization expense, estimated
interest expense, and estimated commitment fees related to the pro forma
adjustments for nine months ended September 30, 2004 represent an estimate for
nine months. We also note from your disclosure in the

Mr. Max A. Webb

April 7, 2005

Page 4

    prospectus that the $800 million Senior Secured Credit Facility and the
original notes were entered into in July 2004. Based on the above, it
appears that your pro forma adjustments were incorrectly calculated, as the
estimates should reflect the pro forma amounts for the period from January
1, 2004 through the date the respective debt obligations were entered into.
Please revise accordingly.

Response:

The Company has revised footnote (E), (F), (G), (H), (M) and (N), formerly (EE), (FF), (GG), (HH),
(MM) and (NN), to reflect pro forma amounts for the period from January 1, 2004 through July 15,
2004, the date the respective debt obligations were entered into.

    5.

    Additionally please revise footnotes (EE) and (FF) to indicate the
amount of the deferred financing costs originally incurred in connection with
the related debt obligations.

Response:

The Company has revised footnotes (E) and (F), formerly (EE) and (FF), to indicate the amount of
the deferred financing costs originally incurred in connection with the related debt obligations.

Management’s discussion and analysis

Results of Operations

Nine months ended September 30, 2004 compared to the nine months ended September 30, 2003, page
55

Year ended December 31, 2003 compared to the year ended December 31, 2002, page 56

    6.

    We note your response to our prior comment 37. Based on your response
it appears that “net revenue yield” is a non-GAAP measure as defined in Item
10(e) of Regulation S-K. In this regard please revise your filing to disclose
the purpose for which this non-GAAP measure is used by the Company’s
management, explain why management believes it is meaningful to potential
investors and include a reconciliation of net revenue yield to the most
comparable measure under US GAAP. Refer to the guidance outlined in General
Instruction C. (e) of Form 20-F and Item 10(e) of Regulation S-K. Alternately,
revise to eliminate the discussion of this measure from the filing.

Response

The Company has revised its Registration Statement to eliminate all discussions relative to “net
revenue yield.”

Mr. Max A. Webb

April 7, 2005

Page 5

Related Party Transactions

Contributions from Star Cruises Limited, page 61

    7.

    We have reviewed your response to our prior comment number 42 but are
unable to locate the specific provisions or paragraphs of SFAS No. 6 that
support your classification of your December 31, 2003 due to parent amount as
long-term debt. Therefore, we do not concur with your conclusion that the $375
million portion of the amount due to your parent at December 31, 2003 that was
settled subsequent to December 31, 2003 through the transfer of certain ships
with an aggregate carrying value of $778 million, and the related long-term
debt of $403 million, should be classified as long-term debt because it was
settled through the issuance of long-term assets and related long-term debt as
noted in your response. As outlined in paragraph 7 of Chapter 3A of ARB No.43,
the term current liabilities is intended to include obligations that by their
terms are due on demand or will be due on demand within one year from the
balance sheet date, even though liquidation may not be expected within that
period. As all of the Company’s due to parent balances met this condition at
December 31, 2003, and $375 million of such amounts were in fact repaid by the
Company in April 2004 in connection with the reorganization transaction, we
continue to believe that only the $367 million that was converted into equity
meets the criteria for classification as long-term debt pursuant to SFAS No.6
at December 31, 2003. Please revise your financial statements to reflect the
$375 million of due to parent balances that were repaid as part of the
reorganization transaction as current liabilities in the Company’s December
31,2003 financial statements, or explain in further detail why this is not
required.

Response:

The Company has restated its audited consolidated financial statements as of December 31, 2003 and
2004 and for each of the three years in the period ended December 31, 2004 to reflect the $374.8
million of due to parent balances at December 31, 2003 that were repaid as part of the
reorganization transaction during 2004 as a current liability as of December 31, 2003.

    8.

    Additionally, please revise the notes to your audited financial
statements for the year ended December 31, 2003 to explain your basis for
classifying the $403 million Fleet Facility Loan that matured in December 31,
2004 as long-term debt. Your revised disclosure should clearly indicate that
this obligation was refinanced by your parent, Star Cruises, prior to the
issuance of the Company’s December 31, 2003 financial statements.

Mr. Max A. Webb

April 7, 2005

Page 6

Response:

The Company has revisited the original classification of the $403 million Fleet Facility Loan that
matured in December 2004 and was refinanced by the parent in connection with the reorganization as
a long-term liability at December 31, 2003. As a result, the Company has restated its audited
consolidated financial statements as of December 31, 2003 and
2004 and for each of the three years in the period ended December 31, 2004 to reflect the $403 million
balance of long-term debt at December 31, 2003 that was repaid as part of the reorganization
transaction during 2004 as a current liability (current portion of long-term debt) at December 31,
2003.

Index to Consolidated Financial Statements

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Goodwill and tradenames, page F-12 and Recoverability of long-lived assets, page F-l3

    9.

    We note your response to our prior comments 52 and 53. You state that
the company has revised its segment reporting disclosure included in Note 2 of
its audited consolidated financial statements to clarify reporting units and
aggregation of them. We note this revised disclosure, although it is still
unclear to the reader as to (1) the reporting unit used in assessing impairment
and (2) the methods utilized by you to determine estimated fair value of that
reporting unit. In this regard, please enhance your disclosures in Note 2
under the caption “Goodwill and tradenames” to include disclosure similar to
that included in paragraphs four (4) and seven (7) of your response to our
prior comment 52.

Response:

The Company has enhanced its disclosures in Note 2 of its audited consolidated financial statements
as of December 31, 2003 and 2004 and for each of the three years in the period ended December 31,
2004 under the caption “Goodwill and Tradenames” to include disclosure similar to that included in
the Company’s response to prior comment 52.

    10.

    Additionally, you state in paragraph one (1) of your response that the
Company completed its annual impairment analysis on each individual ship as of
December 31, 2003 and 2002, respectively, in accordance with SFAS No. 144 by
comparing the undiscounted expected future cash flow of each ship to its
carrying value. We note that you go on to state that one of the significant
assumptions used relating to each ship’s revenue and operating expenses in your
undiscounted expected future cash flow analysis included the “increase in
capacity through delivery of additional

Mr. Max A. Webb

April 7, 2005

Page 7

    ships.” In this regard it is unclear why the increase in capacity through
delivery of additional ships is included as a significant assumption in
estimating expected future cash flows on an individual ship basis. Please
fully and clearly explain to us how the increase in capacity related to
other additional ships affects the expected future cash flow of the
individual ship under analysis. We may have further comment upon receipt of
your response.

Response:

To clarify the first paragraph of the Company’s response to comment 52 of the previous letter, an
increase in capacity through delivery of additional ships is not an assumption which impacts the
impairment analysis of an individual ship. This assumption is used in conjunction with the
Company’s long-term growth rate assumptions for determining expected future cash flows of the
Company’s overall business for analyzing its goodwill for impairment, as well as the expected
future cash flows of its theoretical businesses for analyzing its trade names for impairment.

Note. 9 Commitments and contingencies

Material litigation, page F-23

    11.

    We note your response to our prior comment number 57. Please revise
Note (d) (IV) to clarify the amount of the loss as it relates to impairment,
claims and law suits recognized in your December 31, 2003 financial statements,
and the amount of the related insurance recovery which has been offset against
those losses in your statement of operations. Also please confirm that you are
not netting the respective liabilities and receivables as it relates to the
aforementioned losses and