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CORRESP
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corresp

[NCL LETTERHEAD]

October 4, 2005

Securities and Exchange Commission

Division of Corporation Finance

Station Place

100 F Street, N.E.

Washington, D.C. 20549-0306

    Re:

    NCL Corporation Ltd.

Registration Statement on Form F-4, filed October 3, 2005

Ladies and Gentlemen:

     On October 3, 2005, NCL Corporation Ltd. (the “Company”) filed with the Securities and
Exchange Commission (the “Commission”) a Registration Statement on Form F-4 (the “Registration
Statement”). The Registration Statement registers $250,000,000
of 10⅝% Senior Notes due 2014 which
have been registered under the Securities Act of 1933, as amended, (the “New Notes”) to be
exchanged in an exchange offer (the “Exchange Offer”) for
the outstanding 10⅝% Senior Notes due 2014
that were issued in a private offering (the “Old Notes”) based on the Exxon Capital Holdings
Corporation, SEC No-Action Letter (available April 13, 1989) (the “Exxon Capital Letter”); Morgan
Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley
Letter”) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993). In connection
with the filing of the Registration Statement and in anticipation of the acceleration of the
effectiveness thereof, the Company hereby represents as follows:

     The Company has not entered into any arrangement or understanding with any person to
distribute the New Notes to be received in the Exchange Offer and to the best of the Company’s
information and belief, each person participating in the Exchange Offer is acquiring the New Notes
in its ordinary course of business and has no arrangement or understanding with any person to
participate in the distribution of the New Notes to be received in the Exchange Offer. In this
regard, the Company will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the
purpose of secondary resales, any securityholder using the Exchange Offer to participate in a
distribution of the New Notes to be acquired in the registered Exchange Offer (1) cannot rely on
the staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter or similar letters and
(2) must comply with registration and prospectus delivery requirements of the Securities Act of
1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The
Company acknowledges that such a secondary resale transaction should be

Securities and Exchange Commission

October 4, 2005

Page 2 of 2

covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities Act.

     To the best of the Company’s information and belief, no broker-dealer participating in the
Exchange Offer with respect to Old Notes acquired for its own account as a result of market-making
activities or other trading activities, has entered into any arrangement or understanding with the
Company or any affiliate of the Company to distribute the New Notes. In addition, the Company (i)
will make each person participating in the Exchange Offer aware (through the Exchange Offer
prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as
a result of market-making activities or other trading activities, and who receives New Notes in
exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such New
Notes and (ii) will include in the letter of transmittal to be executed by an exchange offeree in
order to participate in the Exchange Offer the additional requirement that if the exchange offeree
is a broker-dealer holding Old Notes acquired for its own account as a result of market-making
activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of New Notes received in
respect of such Old Notes pursuant to the Exchange Offer. The letter of transmittal will also
include a statement to the effect that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.

    Very truly yours,

NCL CORPORATION LTD.

    /s/ Mark E. Warren

    Mark E. Warren

    Executive Vice President
and General Counsel