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Writer’s Direct Dial: (212) 225-2038

E-Mail: skang@cgsh.com

September 13, 2005

BY HAND

(Confidential Correspondence)

Max A. Webb

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    NCL Corporation Ltd. Registration Statement on Form F-4

Dear Mr. Webb:

     By letter dated September 8, 2005, the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) provided a comment with respect to the F-4
Registration Statement (the “Registration Statement”) confidentially submitted on August
26, 2005 by NCL Corporation Ltd. (the “Company”). This letter sets forth the Company’s
response to the Staff’s comment.

     For convenience, we have reproduced below in italics the Staff’s comment and have provided the
response immediately below the comment.

Condensed consolidated statements of cash flows for the six months ended June 30, 2004 and
2005

We note the disclosure in the “non-cash transactions” section of the statements of cash
flows that the Company recorded $7.7 million in additional goodwill with a

Mr. Max A. Webb

September 13, 2005

Page 2

corresponding increase of $6.7 million in additional paid-in-capital and $1.0 million in
accrued expenses in other liabilities during the six months ended June 30, 2005. Please
tell us and clearly explain in the Company’s financial statements the nature and terms of
the transaction that resulted in recognition of goodwill during the period. If the
recognition of this goodwill resulted from the June 28, 2005 appeal court ruling described
in Note 6(xiii), please explain how the amount recognized as goodwill, paid in capital and
as accrued expense was calculated or determined. Additionally, please explain whether any
amount has been recognized for interest on the amount to be paid under this ruling and
explain how any amount recognized was determined. Furthermore, if the goodwill recognized
does relate to the appeal court ruling discussed in Note 6(xiii), please explain why you
believe it is appropriate to reflect any required payments by the Company or its parent
resulting from this ruling as a purchase price adjustment rather than as a charge to
earnings. As outlined in paragraph 37 of SFAS No. 38, the existence of litigation for which
no estimate can be made in advance of the disposition by a court does not extend the
allocation period. Also, paragraph 4b of SFAS No. 38 indicates that the allocation period
should usually not exceed one year from the consummation of a business combination. Please
advise or revise as appropriate. We may have further comment upon receipt of your response.

Response:

The “non-cash transaction” section of the statements of cash flows discloses that the
Company recorded $7.7 million in additional goodwill with a corresponding increase of $6.7
million in additional paid-in-capital and $1.0 million in accrued expenses in other
liabilities during the six months ended June 30, 2005. Such amounts were recorded as a
result of the ruling of the Oslo City Court (the “Appeal Court”). The $7.7 million in
additional goodwill recorded by the Company related to amounts paid to the minority
shareholders of NCLH and the amounts paid to the shareholders who are affiliates of Arrasas
Limited and sold their shares to the Company in November 2000. The Company recorded the
amount of $6.7 million as additional paid-in-capital since Star Cruises Limited (the
Company’s parent) paid such amount directly to certain shareholders in connection with the
ruling of the Appeal Court and the remaining $1.0 million was to be paid directly by the
Company to the remaining shareholders but had not been paid as of June 30, 2005. This
payment by the parent will be “pushed down” to the Company’s accounts under SAB Topic 5-J
and 5-T and will be treated as a capital contribution by the parent. As a result, the
Company recorded a liability in the amount of $1.0 million in the Company’s condensed
consolidated balance sheet at June 30, 2005.

In addition, pursuant to the terms of the Appeal Court’s ruling, the Company recorded
marketing, general and administrative expense related to the reimbursement of legal fees in
the amount of $0.5 million and interest expense in the amount of $1.3 million in the
statement of operations for the six months ended June 30, 2005. As a result of the ruling
of the Appeal Court, Star Cruises Limited reimbursed the Company for the legal fees that the
Company was required to pay in the amount of $0.5 million.
Therefore, the Company recorded additional paid-in-capital in the amount of $0.5 million for the six months
ended June 30, 2005.

Mr. Max A. Webb

September 13, 2005

Page 3

The amount of interest recorded by the Company was calculated based on the Appeal Court’s
ruling that interest would be calculated from November 30, 2000 until the date that the
payment was made at an annual compounded rate of 5.5%.

As described in the Company’s response to comment 54 of the Commission’s letter dated
December 17, 2004, the Company believes that additional consideration paid in connection
with the ruling of the Appeal Court should be recorded as additional purchase price (an
increase to goodwill). The Company believes that the payment of such additional purchase
price in connection with the ruling of the Appeal Court is similar to amounts paid in
situations where there are dissenters’ rights. The Company recorded the acquisition of the
minority interest at the fair value cost paid to acquire the minority interest. In this
case, the fair value paid to the minority interest was determined by the Appeal Court.

The Company notes that the additional consideration to the minority shareholders is based on
the Appeal Court making a final determination of the fair value of the price of the shares
at the time of the acquisition. The Company does not believe that this is litigation
arising from the acquisition or the actions of the parties at that time, but rather a final
determination of the fair value of the shares being purchased from the minority shareholders
on the compulsory acquisition (this is similar to a statutory “squeeze-out” merger in the
United States where the minority shareholders have dissenter rights to seek adjudication of
fair value). Therefore, the Company believes that the guidance in FASB Statement No. 141
allows it to record the additional amounts paid to the other shareholders, if any, as
additional consideration. Further, the Company notes that the payment was ultimately
determined by final decision of the Appeal Court after the legal process was completed. It
was not the result of a settlement between the parties to avoid the costs of future
litigation.

In addition, the Company had a contractual agreement to pay additional consideration if
certain future events occurred to the other shareholders who were not directly covered by
the ruling of the Appeal Court. The Company believes that this is similar to contingent
consideration under paragraphs 25-31 of FASB Statement No. 141. Since such additional
amounts were not based on security prices or the provision of services, the payment of such
additional amounts were treated as an additional cost of the acquired entity. Consistent
with other aspects of FASB Statement No.141, the incremental purchase price was recorded at
the time such amounts were finally determined.

The Company has added the following disclosure to Note 6 of the condensed consolidated
financial statements for the six months ended June 30, 2005:

As a result of the ruling of the appeal court, the Company has recorded additional
goodwill in the amount of $7.7 million at June 30, 2005 related to amounts paid to the
minority shareholders of NCLH and the amounts paid to the shareholders who are
affiliates of Arrasas who sold their shares to the Company in November 2000, as

Mr. Max A. Webb

September 13, 2005

Page 4

discussed above. In addition, pursuant to the terms of the appeal court’s ruling, the
Company recorded marketing, general and administrative expense related to the
reimbursement of legal fees in the amount of $0.5 million and interest expense in the
amount of $1.3 million in the statement of operations for the six months ended June 30,
2005. The Company also recorded additional paid-in capital of $7.1 million for the six
months ended June 30, 2005 pursuant to the agreement with Star Cruises Limited to
reimburse the Company for certain amounts that were ultimately paid to shareholders and
the legal fees as a result of this matter.

* * *

     If you have any questions or require any additional information with respect to the above,
please do not hesitate to contact the undersigned, Jeff Neurman or Seanna Garrison at Cleary
Gottlieb Steen & Hamilton LLP at (212) 225-2000.

    Sincerely,

    /s/ S.K. Kang

    S.K. Kang

cc:

Jeff Jaramillo

Linda Curkel

Celeste Murphy

Hanna Teshome

     Securities and Exchange Commission

Bonnie Biumi

Lamarr Cooler

Mark E. Warren

     NCL Corporation Ltd.