CARNIVAL CORP
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>

                                                              Exhibit 10.34
                                  AMENDMENT TO
                              THE CARNIVAL CORPORATION
                      "FUN SHIPsm" NONQUALIFIED SAVINGS PLAN


     The Carnival Corporation "Fun Shipsm" Nonqualified Savings Plan (the
"Plan") is hereby amended, effective January 1, 2001, as follows unless
otherwise indicated:

Section 3.1 is amended to read as follows:

3.1   Determination of Eligible Employee Status: The Retirement Committee or
delegate will determine which Employees are Eligible Employees.  An Employee
who is determined to be an Eligible Employee shall thereafter become a
Participant in accordance with Section 3.2.

Section 3.2 is amended to read as follows:

3.2   Commencement of Participation: Each Eligible Employee shall be
provided an opportunity to designate the percentage of his Compensation to
be deferred under Section 4.1 and to irrevocably designate the percentage or
dollar amount of his annual Bonus to be deferred under Section 4.4 ("Bonus
Deferral").  Any such Eligible Employee who makes such a designation shall
become a Participant on the first day of the payroll period that coincides
with or immediately follows the first day of the calendar quarter subsequent
to the Retirement Committee's determination of Eligible Employee status
under Section 3.1, provided the Eligible Employee is employed as of such
date.  Effective January 1, 2001, any such Eligible Employee who makes such
a designation shall become a Participant on the first day of the payroll
period coincident with or immediately subsequent to the Retirement
Committee's determination of Eligible Employee status under Section 3.1,
provided the Eligible Employee is employed as of such date.  Any such
designation must be made in the manner authorized by the Retirement
Committee and must be accompanied by:

     (a)   an authorization for the Eligible Employee's Employer to make
regular payroll deductions to cover the amount of such deferrals elected
pursuant to Section 4.1;

     (b)   an irrevocable authorization to defer receipt of a percentage or
a dollar amount of future Bonus amounts as elected under Section 4.4.

     (c)   an investment election with respect to any Employee Deferral
Contributions, Bonus Deferrals, Matching Contributions or vested Profit-
Sharing Contributions under Section 6.3;

     (d)   a designation of Beneficiary; and

     (e)   a designation as to the form and timing of the distribution of
the vested portion of his Participant Account.

Notwithstanding the foregoing, an Eligible Employee's failure to designate a
contribution percentage or a bonus deferral percentage or bonus deferral
amount under the first sentence of this Section 4.2 shall not affect his
status as a Participant for purposes of an allocation of a Profit-Sharing
Contribution in accordance with the requirements of Section 5.3.  However,
such an Eligible Employee must make a designation under subsection (c), (d)
and (e) above as a condition of becoming a Participant for purposes of
Section 5.3 and Article 7.

Further, notwithstanding the foregoing, in advance of the December 1
preceding each Plan Year, the Committee shall designate those Employees who
are, or are expected to be, participants in The Carnival Corporation "Fun
ShipSM" Savings Plan for such Plan Year and who shall be an Eligible Employee
under this Plan solely for purposes of making Bonus Deferrals pursuant to
Section 4.4.  Any such Eligible Employee shall not be eligible to authorize
Employee Deferral Contributions pursuant to Section 4.1 for such Plan Year
and shall not be eligible to receive an allocation of any Profit-Sharing
Contribution under Section 5.3 for such Plan Year.

Section 4.2 is amended to read as follows:

4.2   Changes in Contributions:  Effective January 1, 2001, a Participant
may change his contribution percentage election under Section 4.1 at any
time by applying to make such change in the manner prescribed by the
Committee.  Any change in contribution percentage election under this
Section 4.2 shall become effective as of the first day of the payroll period
coincident with or immediately following the date the Participant applies to
make such change.


Section 6.3 is amended to read as follows:

6.3 Establishment of Investment Funds:  The Retirement Committee will
establish one or more Investment Funds (such as those described in
Appendix A) which will be maintained for the purpose of determining the
investment return to be credited to each Participant's Account.  The
Retirement Committee may change the number, identity or composition of
the Investment Funds from time to time.  Each Participant will indicate
the Investment Funds based on which amounts allocated in accordance
with Articles 4 and 5 are to be adjusted.  Each Participant's Account
will be increased or decreased by the net amount of investment earnings
or losses that it would have achieved had it actually been invested in
the deemed investments.  The Company is not required to purchase or
hold any of the deemed investments.  Investment Fund elections must be
made in a minimum of 1% increments and at such times and in such manner
as the Retirement Committee will specify.  An active or inactive
Participant periodically may change his election as to his deemed
investments with respect to Employee Deferral Contributions, Bonus
Deferrals, Matching Contributions or Profit-Sharing Contributions in
such manner as the Retirement Committee may specify (effective October
1, 2000, including telephonic or electronic notice).  If a Participant
fails to make an Investment Fund election, the amount in the
Participant's Account will be deemed to have been invested in a money
market fund or any other fund as determined by the Retirement
Committee.

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