As filed with the Securities and Exchange Commission on May 30, 2003.

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                              CARNIVAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


         REPUBLIC OF PANAMA                                59-1562976
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)


                              3655 N.W. 87TH AVENUE
                            MIAMI, FLORIDA 33178-2428
                    (Address of Principal Executive Offices)

                            THE CARNIVAL CORPORATION
                      "FUN SHIP" NONQUALIFIED SAVINGS PLAN
                            (Full Title of the Plan)

                   ARNALDO PEREZ                            Telephone number,
  SR. VICE PRESIDENT, GENERAL COUNSEL & SECRETARY         including area code,
               CARNIVAL CORPORATION                       of agent for service:
               3655 N.W. 87TH AVENUE                         (305) 599-2600
             MIAMI, FLORIDA 33178-2428
      (Name and Address of Agent For Service)

<TABLE>
<CAPTION>
==========================================================================================================
                         CALCULATION OF REGISTRATION FEE

                                                            Proposed        Proposed
               Title of                                      Maximum         Maximum
              Securities                  Amount            Offering        Aggregate        Amount of
                 to be                     to be              Price         Offering       Registration
              Registered                Registered          Per Share       Price (1)           Fee
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                   <C>          <C>                <C>
Deferred Compensation                   $30,000,000           100%         $30,000,000        $2,427
Plan Obligations(1)(2)
==========================================================================================================
</TABLE>
(1)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purposes of determining the
registration fee.

(2)  The Deferred Compensation Plan Obligations (the "Obligations") are
unsecured obligations of Carnival Corporation to pay deferred compensation in
the future in accordance with the terms of The Carnival Corporation "Fun Ship"
Nonqualified Savings Plan (the "Plan").

<PAGE>

                                EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, the registrant, Carnival
Corporation (the "Registrant"), is filing this registration statement with
respect to the issuance of an additional $30,000,000 of Obligations to be issued
under the Plan. On January 8, 1998, the Registrant filed a registration
statement (the "Original Registration Statement") on Form S-8 (File No.
33-43885) with respect to the issuance of $30,000,000 of Obligations under the
Plan. The contents of the Original Registration Statement are hereby
incorporated in this registration statement by reference.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's third amended and restated articles of incorporation
and by-laws, which were adopted on April 17, 2003, provide, subject to the
requirements set forth therein, that with respect to any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
the Registrant shall indemnify such person by reason of the fact that he is or
was one of the Registrant's or Carnival plc's directors or officers, and may
indemnify such person by reason of the fact that he is or was one of the
Registrant's or Carnival plc's employees or agents or is or was serving at the
Registrant's or Carnival plc's request as a director, officer, employee or agent
in another corporation, partnership, joint venture, trust or other enterprise,
in either case against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the Registrant's or
Carnival plc's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Registrant has entered into agreements with each of its directors providing
essentially the same indemnities as are described in the Registrant's third
amended and restated articles of incorporation in the event that such director
or such director's heirs, executors or administrators are made a party to
threatened, pending or completed actions, suits or proceedings as described
above.


                                      II-2
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida, on the 30th
day of May 2003.

                      CARNIVAL CORPORATION


                      By:  /s/ Micky Arison
                           ----------------------------------------------------
                           Micky Arison
                           Chairman of the Board and Chief Executive Officer



                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Carnival
Corporation., hereby severally constitute Micky Arison or Howard S. Frank, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to said Registration Statement,
and generally to do all such things in our name and behalf in the capacities
indicated below to enable Carnival Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 30th day of May 2003.

         SIGNATURE                                      TITLE
         ---------                                      -----


/s/ Micky Arison
-----------------------------           Chairman of the Board of Directors
     Micky Arison                       and Chief Executive Officer


/s/ Howard S. Frank
-----------------------------           Vice Chairman of the Board of
     Howard S. Frank                    Directors and Chief Operating Officer


/s/ Gerald R. Cahill
-----------------------------           Senior Vice President-Finance and
     Gerald R. Cahill                   Chief Financial and Accounting Officer


/s/ Richard G. Capen, Jr.
-----------------------------           Director
     Richard G. Capen, Jr.


/s/ Robert H. Dickinson
-----------------------------           Director
     Robert H. Dickinson


                                      II-3
<PAGE>

         SIGNATURE                                      TITLE
         ---------                                      -----


/s/ Arnold W. Donald
-----------------------------           Director
     Arnold W. Donald


/s/ Pier Luigi Foschi
-----------------------------           Director
     Pier Luigi Foschi


/s/ Baroness Hogg
-----------------------------           Director
     Baroness Hogg


/s/ A. Kirk Lanterman
-----------------------------           Director
     A. Kirk Lanterman


/s/ Modesto A. Maidique
-----------------------------           Director
     Modesto A. Maidique


/s/ Sir John Parker
-----------------------------           Director
     Sir John Parker


/s/ Peter Ratcliffe
-----------------------------           Director
     Peter Ratcliffe


/s/ Stuart Subotnick
-----------------------------           Director
     Stuart Subotnick


/s/ Uzi Zucker
-----------------------------           Director
     Uzi Zucker


                                      II-4
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER                                  DESCRIPTION
--------------                                  -----------

         4.1               Carnival Corporation "Fun Ship" Nonqualified Savings
                           Plan (incorporated by reference to Exhibit No. 10.6
                           to the Registrant's Annual Report on Form 10-K for
                           the fiscal year ended November 30, 1997).

         4.2               Amendment to the Plan (incorporated by reference to
                           Exhibit No. 10.33 to the Registrant's Annual Report
                           on Form 10-K for the fiscal year ended November 30,
                           1999).

         4.3               Amendment to the Plan (incorporated by reference to
                           Exhibit No. 10.34 to the Registrant's Annual Report
                           on Form 10-K for the fiscal year ended November 30,
                           2000).

         4.4               Amendment to the Plan (incorporated by reference to
                           Exhibit No. 10.37 to the Registrant's Annual Report
                           on Form 10-K for the fiscal year ended November 30,
                           2001).

         5.1               Opinion of Tapia, Linares y Alfaro as to legality of
                           the Obligations.

         23.1              Consent of PricewaterhouseCoopers LLP.

         23.2              Consent of Tapia, Linares y Alfaro (included in
                           Exhibit 5.1).

         24.1              Powers of Attorney (included on signature page).


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "forms8_053003.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 11100}]
{"company-data": {"conformed-name": "CARNIVAL CORP", "cik": "0000815097", "assigned-sic": "4400", "irs-number": "591562976", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105672", "film-number": "03724392"}, "business-address": {"street1": "3655 N W 87TH AVE", "street2": "PO BOX 1347", "city": "MIAMI", "state": "FL", "zip": "33178-2428", "phone": "3055992600"}, "mail-address": {"street1": "3655 N W 87TH AVE", "street2": "PO BOX 1347", "city": "MIAMI", "state": "FL", "zip": "33178"}, "former-company": {"former-conformed-name": "CARNIVAL CRUISE LINES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 30, 2003.

                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              CARNIVAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

         REPUBLIC OF PANAMA                                59-1562976
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

                              3655 N.W. 87TH AVENUE
                            MIAMI, FLORIDA 33178-2428
                    (Address of Principal Executive Offices)

                            THE CARNIVAL CORPORATION
                      "FUN SHIP" NONQUALIFIED SAVINGS PLAN
                            (Full Title of the Plan)

                   ARNALDO PEREZ                            Telephone number,
  SR. VICE PRESIDENT, GENERAL COUNSEL & SECRETARY         including area code,
               CARNIVAL CORPORATION                       of agent for service:
               3655 N.W. 87TH AVENUE                         (305) 599-2600
             MIAMI, FLORIDA 33178-2428
      (Name and Address of Agent For Service)
==========================================================================================================
                         CALCULATION OF REGISTRATION FEE

                                                            Proposed        Proposed
               Title of                                      Maximum         Maximum
              Securities                  Amount            Offering        Aggregate        Amount of
                 to be                     to be              Price         Offering       Registration
              Registered                Registered          Per Share       Price (1)           Fee
----------------------------------------------------------------------------------------------------------
Deferred Compensation                   $30,000,000           100%         $30,000,000        $2,427
Plan Obligations(1)(2)
==========================================================================================================
(1)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purposes of determining the
registration fee.

(2)  The Deferred Compensation Plan Obligations (the "Obligations") are
unsecured obligations of Carnival Corporation to pay deferred compensation in
the future in accordance with the terms of The Carnival Corporation "Fun Ship"
Nonqualified Savings Plan (the "Plan").
EXPLANATORY NOTE

         Pursuant to General Instruction E of Form S-8, the registrant, Carnival
Corporation (the "Registrant"), is filing this registration statement with
respect to the issuance of an additional $30,000,000 of Obligations to be issued
under the Plan. On January 8, 1998, the Registrant filed a registration
statement (the "Original Registration Statement") on Form S-8 (File No.
33-43885) with respect to the issuance of $30,000,000 of Obligations under the
Plan. The contents of the Original Registration Statement are hereby
incorporated in this registration statement by reference.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's third amended and restated articles of incorporation
and by-laws, which were adopted on April 17, 2003, provide, subject to the
requirements set forth therein, that with respect to any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
the Registrant shall indemnify such person by reason of the fact that he is or
was one of the Registrant's or Carnival plc's directors or officers, and may
indemnify such person by reason of the fact that he is or was one of the
Registrant's or Carnival plc's employees or agents or is or was serving at the
Registrant's or Carnival plc's request as a director, officer, employee or agent
in another corporation, partnership, joint venture, trust or other enterprise,
in either case against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the Registrant's or
Carnival plc's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Registrant has entered into agreements with each of its directors providing
essentially the same indemnities as are described in the Registrant's third
amended and restated articles of incorporation in the event that such director
or such director's heirs, executors or administrators are made a party to
threatened, pending or completed actions, suits or proceedings as described
above.

                                      II-2
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the undersigned registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida, on the 30th
day of May 2003.

                      CARNIVAL CORPORATION

                      By:  /s/ Micky Arison
                           ----------------------------------------------------
                           Micky Arison
                           Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

                  We, the undersigned officers and directors of Carnival
Corporation., hereby severally constitute Micky Arison or Howard S. Frank, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
amendments (including post-effective amendments) to said Registration Statement,
and generally to do all such things in our name and behalf in the capacities
indicated below to enable Carnival Corporation to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.

                  Pursuant to the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 30th day of May 2003.

         SIGNATURE                                      TITLE
         ---------                                      -----

/s/ Micky Arison
-----------------------------           Chairman of the Board of Directors
     Micky Arison                       and Chief Executive Officer

/s/ Howard S. Frank
-----------------------------           Vice Chairman of the Board of
     Howard S. Frank                    Directors and Chief Operating Officer

/s/ Gerald R. Cahill
-----------------------------           Senior Vice President-Finance and
     Gerald R. Cahill                   Chief Financial and Accounting Officer

/s/ Richard G. Capen, Jr.
-----------------------------           Director
     Richard G. Capen, Jr.

/s/ Robert H. Dickinson
-----------------------------           Director
     Robert H. Dickinson

                                      II-3
SIGNATURE                                      TITLE
         ---------                                      -----

/s/ Arnold W. Donald
-----------------------------           Director
     Arnold W. Donald

/s/ Pier Luigi Foschi
-----------------------------           Director
     Pier Luigi Foschi

/s/ Baroness Hogg
-----------------------------           Director
     Baroness Hogg

/s/ A. Kirk Lanterman
-----------------------------           Director
     A. Kirk Lanterman

/s/ Modesto A. Maidique
-----------------------------           Director
     Modesto A. Maidique

/s/ Sir John Parker
-----------------------------           Director
     Sir John Parker

/s/ Peter Ratcliffe
-----------------------------           Director
     Peter Ratcliffe

/s/ Stuart Subotnick
-----------------------------           Director
     Stuart Subotnick

/s/ Uzi Zucker
-----------------------------           Director
     Uzi Zucker

                                      II-4
EXHIBIT INDEX

EXHIBIT NUMBER                                  DESCRIPTION
--------------                                  -----------

         4.1               Carnival Corporation "Fun Ship" Nonqualified Savings
                           Plan (incorporated by reference to Exhibit No. 10.6
                           to the Registrant's Annual Report on Form 10-K for
                           the fiscal year ended November 30, 1997).

         4.2               Amendment to the Plan (incorporated by reference to
                           Exhibit No. 10.33 to the Registrant's Annual Report
                           on Form 10-K for the fiscal year ended November 30,
                           1999).

         4.3               Amendment to the Plan (incorporated by reference to
                           Exhibit No. 10.34 to the Registrant's Annual Report
                           on Form 10-K for the fiscal year ended November 30,
                           2000).

         4.4               Amendment to the Plan (incorporated by reference to
                           Exhibit No. 10.37 to the Registrant's Annual Report
                           on Form 10-K for the fiscal year ended November 30,
                           2001).

         5.1               Opinion of Tapia, Linares y Alfaro as to legality of
                           the Obligations.

         23.1              Consent of PricewaterhouseCoopers LLP.

         23.2              Consent of Tapia, Linares y Alfaro (included in
                           Exhibit 5.1).

         24.1              Powers of Attorney (included on signature page).

                                      II-5