EXHIBIT 10.32

                          CARNIVAL CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                       Effective Date:  December 1, 1999


WHEREAS, Carnival Corporation ("Company") desires to establish the Carnival
Corporation Supplemental Executive Retirement Plan ("Plan") for the purpose of
providing to a select group of management or highly compensated employees
("Eligible Employees") certain supplemental retirement benefits, effective
December 1, 1999;

NOW, THEREFORE, to effectuate its intentions, the Company hereby adopts this
Plan effective as of the first day of December 1, 1999.


                               SECTION 1

                             DEFINITIONS

For purposes of the Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context.

1.1  Account means a recordkeeping source from which Plan benefits are
     determined.

1.2  Administrator or Plan Administrator means the Company.

1.3  Beneficiary means the person, persons, trust or other entity a Participant
     designates by written revocable designation filed with the Company to
     receive payments in the event of his death.

1.4  Board means the Company's Board of Directors or a committee thereof.

1.5  Code means the Internal Revenue Code of 1986, as amended.

1.6  Company means Carnival Corporation and any successor thereto, and for
     purposes of determining eligibility to participate in the Plan, any
     affiliated company which is a member of a controlled group of corporations
     within the meaning of section 1563(a) of the Code with Carnival Corporation
     which adopts this Plan with the consent of the Company.

1.7  Compensation means an Eligible Employee's compensation from the Company,
     including salary, bonus, amounts deferred under the Carnival Corporation
     "FunShip" Nonqualified Savings Plan, and any incentive pay without regard
     to limitations under Section 401(a)(17) of the Internal Revenue Code.
     Compensation shall not include income attributable to taxable or nontaxable
     fringe benefits or any income that arises in connection with any equity
     based compensation program offered by the Company.

1.8  Effective Date means December 1, 1999.

1.9  Eligible Employee means each person determined under Section 2 as eligible
     to participate in the Plan.

1.10  Participant means

  A. An Eligible Employee who participates under the Plan in accordance with
          Sections 2.1 and 3.1.

  B. Each other Eligible Employee or former Eligible Employee for whom an
          Account is maintained.

1.11  Plan means the Carnival Corporation Supplemental Executive Retirement Plan
     as described in this instrument, and the same as may be amended from time
     to time.

1.12  Plan Year means the twelve (12) consecutive month period beginning on each
     January 1 and ending on the following December 31.

1.13  Retirement Plan means the Carnival Corporation Nonqualified Retirement
     Plan.

1.14  Termination of Employment means the termination of the Participant's
     services for any reason.

1.15  Year of Service means the completion of twelve consecutive months of
     service with the Company and shall include all service with the Company
     prior to the Effective Date of the Plan and any additional service credited
     under the Retirement Plan.


                                  SECTION 2

                           PARTICIPATION IN THE PLAN


2.1  Eligibility to Participate.  Robert H. Dickinson and Howard S. Frank, and
     any other person designated by the Board shall participate in the Plan.
     However, eligibility to participate in the Plan is preconditioned upon
     waiving any benefit under the Company's Deferred Compensation Agreement.
     It is the intention of the Company that this Plan constitute a "top hat"
     plan and therefore only those persons who are determined to be within a
     select group of management or highly compensated shall be entitled to
     participate in the Plan.

2.2  Procedure For and Effect of Admission.  Each Eligible Employee shall
     complete such forms and provide such data as reasonably required by the
     Company including Beneficiary designation forms and payment of benefit
     forms.  By becoming a Participant, an Eligible Employee shall be deemed
     conclusively to have assented to the provisions of this Plan and all
     amendments hereto.

2.3  Cessation of Participation.  A Participant shall cease to be an active
     participant on the earlier of:

  A. the date on which the Plan terminates, or

  B. the date on which he ceases to be an Eligible Employee.

      A former active participant will be deemed a Participant for all purposes
 except with respect to the right to receive "an additional benefit," as long
 as he retains a Plan Account.

                                   SECTION 3

                                 PLAN BENEFITS


3.1  Plan Benefits.  The annual benefit under this Plan to which an eligible
     Participant or his or her Beneficiary shall be entitled shall be determined
     as follows:

 (A)   50% of final pay ("final pay" shall mean a Participant's highest
 Compensation in any twelve month period within the last sixty months) reduced
 proportionately for each Year of Service less than 25.

                                      minus

(B)  The  amount  of  benefits payable to the Participant  under  the  Company's
Retirement Plan;

                                      minus
            (C) The Participant's Primary Social Security Amount (as defined in
the Retirement Plan) at the social security retirement age (determined without
regard to such Participant's election to receive social security benefits
prior to social security retirement age).

3.2  Early Retirement.  A Participant may retire before a participant reaches
     age 65, and receive benefits pursuant to Section 3.1, upon the attainment
     of age 55 and the completion of at least 15 Years of Service.  Such benefit
     shall be reduced by 3% for each year (1/4% for each month) that the
     Participant retires before age 65.

                                  SECTION 4

                                MAINTENANCE OF
                              PARTICIPANT ACCOUNTS

4.1  Establishment of Accounts.  The Administrator shall establish and maintain
     a separate bookkeeping Account in the name of each Participant solely for
     purposes of determining the accrued benefit of each Participant.

4.2  Relationship of the Parties.  To the extent a Participant or any person
     acquires a right to receive payments from the Company under this Plan, such
     right shall be no greater than the right of any unsecured creditor of the
     Company.  Neither this Plan nor any action taken pursuant to the terms of
     this Plan shall be considered to create a fiduciary relationship between
     the Company and the Participants or any other persons or to require the
     establishment of a trust in which the assets are beyond the claims of any
     unsecured creditor of the Company.  Notwithstanding Section 4.3 below, the
     Company may, at its discretion, make contributions to a rabbi trust that
     will be used to pay benefits under the Plan as they become due and owing.

4.3  No Requirement to Fund.  This Plan is not funded in any way or form.  It is
     the Company's intention that this Plan be an unfunded plan maintained
     primarily for the purpose of providing deferred compensation for a select
     group of management or highly compensated persons within the meaning of
     Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
                                   SECTION 5

                                   BENEFITS

5.1  Payment of Benefit.  Subject to the approval of the Company, each
     Participant shall elect the form and timing of their distribution.

   A.Form of Payment Except as provided in Section 3.2, a Participant or his or
her Beneficiary may elect that the payment of Benefits to which a Participant
or his or her Beneficiary shall be entitled under this Plan shall be made in
one of the following forms:

          1.Life with 5-Year Certain Benefit -- an annuity for the life of the
          Participant, but if the Participant dies within 5 years of the date
          distribution of Benefits began, the annuity is payable to the
          Participant's Beneficiary for the remainder of that 5-year period;
          2.Life with 10-Year Certain Benefit -- an annuity for the life of the
          Participant, but if the Participant dies within 10 years of the date
          distribution of Benefits began, the annuity is payable to the
          Participant's Beneficiary for the remainder of that 10-year period;
          3.Qualified Joint and Survivor Annuity -- an annuity for the life of
          the Participant with a survivor annuity for the life of the
          Participant's spouse, where the survivor annuity is either 50% or 100%
          of the amount payable during the joint lives of the Participant and
          the Participant's spouse;
          4.Single cash distribution of the full amount payable - the actuarial
          equivalent present value of the Participant's Vested Interest payable
          at his Normal Retirement Date.

       The value of such Benefit shall be determined using the same actuarial
       factors as provided for in the Retirement Plan.

     A.Timing of Payment:  The Participant's election shall indicate that
     payment shall be made (in the case of a lump sum election) or shall
     commence (in the case of an installment election):

          1.as soon as administratively practicable following the Participant's
          Termination of Employment;

          2.as soon as administratively practicable following the calendar year
          of the Participant's Termination of Employment;

          3.in the month following the earlier of (A) the Participant's
          attainment of age 55 and 15 Years of Service, or (B) the Participant's
          attainment of age 65; or

          4.in a specific month and year.

     Notwithstanding the foregoing, if a Participant elects his distribution to
     be made or commenced in accordance with paragraph (3) above, and such date
     falls before the Participant's Termination of Employment, the Participant's
     distribution shall be made or commenced in accordance with paragraph (1)
     above.  Notwithstanding the foregoing, subject to the approval of the
     Company, a Participant may change his form and timing election applicable
     to his benefit, provided that such request to change is made at least
     twelve (12) consecutive months prior to the date on which such distribution
     would have otherwise been made on or commenced.  If a Participant dies
     before commencement of distribution of Participant's Benefits under the
     Plan, such Benefits shall be paid in a lump sum to the Participant's
     Beneficiary, using the same actuarial assumptions as in the Retirement
     Plan.  If a Participant dies after commencement of distribution of his or
     her Benefits under the Plan, the Participant's Benefits shall be paid to
     the Participant's Beneficiary in accordance with the Participant's
     election.

5.2  Beneficiary Designation

     A. Each Participant may designate a Beneficiary to receive the benefits
          payable in the event of the Participant's death, and designate a
          successor Beneficiary to receive any benefits payable in the event of
          the death of any other Beneficiary.

     B. A Participant may change a Beneficiary designation at any time.  All
          Beneficiary designations and changes shall be made on an appropriate
          form as designated by the Plan Administrator and filed with the Plan
          Administrator.

     C. If no person shall be designated by the Participant, or if the
          designated Beneficiary shall not survive the Participant, payment of
          the Participant's Account shall be made to the Participant's estate.

5.3  Tax Withholding.  To the extent required by the law in effect at the time
     benefits are distributed pursuant to this Section 5, the Company shall
     withhold any taxes required by the federal or any state or local government
     from payments made hereunder.
                                   SECTION 6

                                 ADMINISTRATION



6.1  Appointment of Administrator.  The Company shall serve as the
     Administrator.

6.2  Administrator's Responsibilities.  The Administrator is responsible for the
     day to day administration of the Plan.  The Administrator may appoint other
     persons or entities to perform any of its fiduciary functions.

6.3  Records and Accounts.  The Administrator shall maintain or shall cause to
     be maintained accurate and detailed records and accounts of Participants
     and of their rights under the Plan.

6.4  Liability.  The Company shall not be liable to any person for any action
     taken or omitted in connection with the administration of this Plan unless
     attributable to the fraud or willful misconduct on the part of a director,
     officer or agent of the Company.

6.5  Payment of Expenses.  All expenses incurred in the operation or
     administration of this Plan shall be paid by Company.

6.6  Substitute Payee.  If a Participant or Beneficiary entitled to receive any
     benefits hereunder is in his minority, or is, in the judgment of the
     Company, legally, physically, or mentally incapable of personally receiving
     and receipting any distribution, the Company may make distributions to a
     legally appointed guardian or to such other person or institution as, in
     the judgment of the Company, is then maintaining or has custody of the
     payee.
                                   SECTION 7

                               CLAIMS PROCEDURE


7.1  Claims Procedures.  The Administrator shall establish a claims procedure
     and shall afford a reasonable opportunity to any Participant whose claim
     for benefits has been denied for a full and fair review of the decision
     denying such claim.  The claims procedure shall provide for a notice of
     denial of a claim to be received by a claimant within a reasonable period,
     not to exceed ninety (90) days, following the filing of a claim.  The
     notice shall provide the reason for the denial, references to the Plan
     provisions on which the denial is based, a description of additional
     information necessary to perfect a claim and the steps required to submit a
     claim for review.  The period to request a review must be for at least
     sixty (60) days after a receipt of notice of denial of a claim.  A decision
     on review shall be made within sixty (60) days after the Plan's receipt of
     a request for a review unless special circumstances require a longer period
     in which case the Plan shall have an additional sixty (60) days.  The final
     decision shall be in writing and shall include specific reasons for the
     decision and references to Plan provisions.
                                  SECTION 8

                          AMENDMENT AND TERMINATION

8.1  Plan Amendment.  The Plan may be amended or otherwise modified by the
     Board, in whole or in part, provided that no amendment or modification
     shall divest any Participant of any amount previously earned under Section
     3.1.

8.2  Termination of the Plan.  The Board reserves the right to terminate the
     Plan at any time in whole or in part.  In the event of any such
     termination, the Company shall pay a benefit to the Participant or the
     Beneficiary of any deceased Participant, in lieu of other benefits
     hereunder, equal to the value of the Participant's Account in the form and
     at the benefit commencement date elected by the Participant pursuant to
     section 5.1 of the Plan.

                                    SECTION 9

                                 MISCELLANEOUS

9.1  Supplemental Benefits.  Unless otherwise stated herein, the benefits
     provided for the Participants under this Plan are in addition to benefits
     provided by any other plan or program of the Company and, except as
     otherwise expressly provided herein, the benefits of this Plan shall
     supplement and shall not supersede any plan or agreement between the
     Company and any Participant or any provisions contained herein.

9.2  Governing Law.  The Plan shall be governed and construed under the laws of
     the State of Florida.

9.3  Spendthrift Provision.  No benefit under the Plan shall be subject in any
     manner to anticipation, alienation, sale, transfer, assignment, pledge,
     encumbrance or change, and any such action shall be void for all purposes
     of the Plan.  No benefit shall in any manner be subject to the debts,
     contracts, liabilities, engagements or torts of any person, nor shall it be
     subject to attachments or other legal process for or against any person,
     except to such extent as may be required by law.

9.4  Binding Terms.  The terms of this Plan shall be binding upon and inure to
     the benefit of the parties hereto, their respective heirs, executors,
     administrators and successors.

9.5  Headings.  All headings preceding the text of the several Sections hereof
     are inserted solely for reference and shall not constitute a part of this
     Plan, nor affect its meaning, construction or effect.

9.6  Rule of Interpretation.  Where appropriate, words in the masculine gender
     shall include the feminine gender and vice versa.

9.7  Limitation of Rights.  Neither the establishment of this Plan, nor any
     modification thereof, nor the creation of an account, nor the payment of
     any benefits shall be construed as giving:

    A.      any Participant, Beneficiary, or any other person whomsoever, any
          legal or equitable right against the Company unless such right shall
          be specifically provided for in the Plan or conferred by affirmative
          action of the Administrator in accordance with the terms and
          provisions of the Plan; or

    B.      any Participant the right to be retained in the service of the
          Company, and all Participants and other agents shall remain subject to
          termination to the same extent as if the Plan had never been adopted.


9.8  Severability.  Should any provision of the Plan or any regulations adopted
     thereunder be deemed or held to be unlawful or invalid for any reason, such
     fact shall not adversely affect the other provisions or regulations unless
     such invalidity shall render impossible or impractical the functioning of
     the Plan and, in such case, the appropriate parties shall adopt a new
     provision or regulation to take the place of the one held illegal or
     invalid.