EXHIBIT 10.31

                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of  the  18th  day of January, 2000, by and among, (i) Carnival  Corporation,  a
Panamanian  corporation ("CCL"), and (ii) Sherwood M. Weiser ("Weiser"),  Donald
E.  Lefton  ("Lefton"), Thomas F. Hewitt ("Hewitt"), Peter L. Sibley ("Sibley"),
W.  Peter Temling ("Temling") and Robert B. Sturges ("Sturges") (Weiser, Lefton,
Hewitt,  Sibley,  Temling  and Sturges are sometimes  collectively  referred  to
herein as the "Buyers" and individually as a "Buyer").

                                    Recitals

    A.  CCL  currently owns 2,490,000 shares (the "Purchased Shares") of  common
stock, $.005 par value per share (the "CRC Common Stock"), of CRC Holdings, Inc.
("CRC").

    B. Subject to approval by the Louisiana Gaming Control Board, CCL desires to
sell to Buyers, and Buyers desire to purchase from CCL, the Purchased Shares.


                                    Agreement

      NOW,  THEREFORE,  in  consideration of the  premises  and  of  the  mutual
covenants contained herein, the parties agree as follows:

                     ARTICLE I - SALE AND PURCHASE OF SHARES

     1.1 Sale and Purchase of Shares.

    (a) On the terms and subject to the conditions of this Agreement, CCL hereby
sells,  conveys,  assigns, transfers and delivers to Buyers, and  Buyers  hereby
purchase  from  CCL,  the Purchased Shares for an aggregate  purchase  price  of
$12,285,564, as follows:
<TABLE>
<CAPTION>
                                    Number of
            Buyer                Purchased Shares             Purchase Price
            <S>                        <C>                     <C>
             Weiser                     803,785                 3,965,780
             Lefton                     803,785                 3,965,780
             Hewitt                     298,001                 1,470,582
             Sibley                     298,001                 1,470,582
             Sturges                    125,290                   617,964
             Temling                    161,138                   794,876
                                      2,490,000               $12,285,564
</TABLE>
    (b)  To  effect the transfers contemplated by Section 1.1(a), CCL is  hereby
causing  to  be delivered to each Buyer, against payment therefor in  accordance
with Section 1.2 hereof, stock certificates representing the number of Purchased
Shares  set  forth  opposite  such Buyer's name  under  the  column  "Number  of
Purchased Shares" in Section 1.1(a).

     1.2 Purchase Price; Payment for Shares; Notice.

    (a) The aggregate purchase price of  $12,285,564 (the "Purchase Price")  for
the  shares of Common Stock being purchased by Buyers hereunder is hereby  being
paid by each Buyer's delivery to CCL of (a) such Buyer's promissory note in  the
aggregate  principal amount equal to the amount set forth opposite such  Buyer's
name  under the column "Purchase Price" in Section 1.1(a), such note in the form
attached  hereto as Exhibit A (each a "Note" and collectively, the "Notes")  and
(b)  a  security and pledge agreement in the form attached hereto as  Exhibit  B
(each a "Security Agreement").

    (b)  As the Notes provide for possible acceleration of the maturity date  of
such  Notes  in  the event that Weiser or Lefton sell any shares of  CRC  Common
Stock, Weiser and Lefton hereby agree to provide CCL prior written notice of any
such  proposed sale.  Weiser and Lefton hereby further agree that they will  not
sell  any  shares  of CRC Common Stock unless the purchaser(s)  of  such  shares
agree(s)  to buy an equal percentage of the Purchased Shares at the  same  price
and upon the same terms.

               ARTICLE II - REPRESENTATIONS AND WARRANTIES OF CCL

     CCL hereby represents and warrants to Buyers that:

      2.1  Corporate  Existence and Qualification.  CCL is  a  corporation  duly
organized,  validly existing and in good standing under the laws of Panama;  has
the  corporate power to own, manage, lease and hold its properties and to  carry
on  its  business  as and where such properties are presently located  and  such
business  is  presently conducted; and is duly qualified to  do  business  as  a
foreign  corporation in each jurisdiction where the failure to be  so  qualified
would  have  a  material adverse effect on its business, financial condition  or
results of operations.

      2.2  Authority, Approval and Enforceability.  This Agreement has been duly
executed  and  delivered by CCL and CCL has all requisite  corporate  power  and
authority  to execute and deliver this Agreement, to consummate the transactions
contemplated  hereby, and to perform its obligations hereunder.  This  Agreement
constitutes  the  legal,  valid and binding obligation of  CCL,  enforceable  in
accordance with its terms, except as such enforcement may be limited by  general
equitable  principles  or by applicable bankruptcy, insolvency,  moratorium,  or
similar  laws  and judicial decisions from time to time in effect  which  affect
creditors' rights generally.

     2.3 Ownership and Delivery of Shares.  CCL owns all of the Purchased Shares
free  and  clear  of  any and all pledges, security interests,  liens,  charges,
proxies,  calls or other encumbrances of any nature whatsoever.  CCL's  delivery
of  a  certificate or certificates representing the Purchased Shares  to  Buyers
pursuant  to  this Agreement, against payment therefor pursuant to  Section  1.2
hereof, transfers valid title to such Purchased Shares to Buyers, free and clear
of  any  and all pledges, security interests, liens, charges, proxies, calls  or
other  encumbrances of any nature whatsoever.  There are no outstanding options,
warrants,  calls,  subscriptions, agreements or commitments  of  any  character,
except  this  Agreement,  to  which CCL is a party obligating  it  to  sell  any
Purchased Shares or which restrict the transfer of any such shares held by it.

             ARTICLE III - REPRESENTATIONS AND WARRANTIES OF BUYERS

     Each of the Buyers hereby severally represents and warrants to CCL that:

      3.1  Authority, Approval and Enforceability.  This Agreement has been duly
executed  and delivered by such Buyer.  Such Buyer has all requisite  power  and
authority  to execute and deliver this Agreement, to consummate the transactions
contemplated  hereby, and to perform his obligations hereunder.  This  Agreement
and  such  Buyer's Note and Security Agreement constitute the legal,  valid  and
binding  obligation  of  such  Buyer,  enforceable  in  accordance  with   their
respective terms, except as such enforcement may be limited by general equitable
principles  or by applicable bankruptcy, insolvency, moratorium or similar  laws
and  judicial  decisions  from time to time in effect  which  affect  creditors'
rights generally.

     3.2 Investment Representations.

    (a)  Such  Buyer  is acquiring the Purchased Shares to be  acquired  by  him
pursuant  to this Agreement for his own account and not with a view to,  or  for
sale in connection with, a "distribution," as such term is used in Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act").

    (b)  Such Buyer is an "accredited investor," as that term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act.

    (c) Such Buyer understands that the sale of shares of CRC Common Stock under
this  Agreement has not been registered under the Securities Act  or  applicable
state securities laws.

    (d) Such Buyer understands that the certificates representing shares of  CRC
Common  Stock  being sold by CCL pursuant to this Agreement bear  a  "restricted
transfer" legend substantially as follows:

          "The  shares represented by this certificate have  not  been
          registered  under  the  Securities  Act  of  1933   or   any
          applicable  state  law.  They may not be offered  for  sale,
          sold,  transferred or pledged without (1) registration under
          the Securities Act of 1933 and any applicable state law,  or
          (2)  at  holder's expense, an opinion (satisfactory  to  the
          Company)  of  counsel  (satisfactory to  the  Company)  that
          registration is not required."

    (e)  Such Buyer acknowledges that all matters relating to CRC, the Agreement
and  such Buyer's investment in the CRC Common Stock have been explained to  the
satisfaction  of  such  Buyer  and that such Buyer understands  the  speculative
nature and risks involved in this investment.

   (f) Such Buyer can bear the economic risks inherent in its investments in the
CRC Common Stock.

    (g)  Such Buyer has been afforded the opportunity to ask questions  of,  and
receive  answers from CRC and has had access to all information deemed  material
to an investment decision with respect to his acquisition of the Common Stock.

      3.3 Representations.  Such Buyer is acquiring the CRC Common Stock without
having  been furnished any representations or warranties of any kind  whatsoever
with  respect  to CRC's business and financial condition.  Without limiting  the
generality of the foregoing, such Buyer acknowledges that neither CCL,  CRC  nor
any  other  person has provided, and such Buyer is not relying in any way  upon,
any representations regarding projections or future performance of CRC.

             ARTICLE IV - REPURCHASE SUBJECT TO REGULATORY APPROVAL

      4.1  Sale  and  Purchase.  Provided that (i) any  and  all  licensing  and
approval  of the Louisiana Gaming and Control Board required by the laws,  rules
and  regulations  of  the  State  of Louisiana  pertaining  to  licensed  gaming
activities  and  any other applicable foreign, federal or state authorities  has
been   obtained  ("Louisiana  Regulatory  Approval"),  and  (ii)  the  following
transaction  is  in compliance with all applicable maritime laws (including  the
Jones Act),  then during the period that any of the Notes are outstanding,  upon
written notice from either Weiser, on behalf of the Buyers, or CCL to the Buyers
(the "Repurchase Notice"), CCL shall repurchase from Buyers and the Buyers shall
sell to CCL, on the date and in the manner set forth in this Article IV, any  of
the  Purchased Shares then held by Buyers, at the Purchase Price  per  share  of
Common Stock paid by Buyers hereunder, together with an amount necessary so that
the  aggregate  purchase price to be paid by CCL pursuant  to  this  Article  IV
returns to each Buyer his purchase price per share and also provides such  Buyer
with  a rate of return thereon of 6.10% per annum, in each case from the Closing
Date  until the date the Purchased Shares are acquired by CCL pursuant  to  this
Article  IV.  Each of the Buyers agree that Weiser shall have the sole right  to
deliver   or   receive  the  Repurchase  Notice  on  behalf   of   the   Buyers.
Notwithstanding anything to the contrary contained herein, the repurchase of the
Purchased Shares is subject to Louisiana Regulatory Approval.  In the event that
Louisiana Regulatory Approval is not obtained, the parties acknowledge that they
shall  have no recourse against the Louisiana Gaming Control Board, the Attorney
General  of  the  State of Louisiana, the Department of Safety and  Corrections,
Office  of  State  Police, and their members and employees, except  as  provided
under applicable Louisiana law, including the Louisiana Gaming Control Law,  and
the rules and regulations promulgated thereunder.

      4.2  Terms  of  Payment of Purchase Price.  CCL shall pay  to  Buyers  the
purchase price for all Purchased Shares acquired pursuant to this Article IV  in
cash;  provided,  however, that CCL shall have the right to  reduce,  deduct  or
otherwise offset against each payment otherwise due to a Buyer hereunder any and
all  amounts owed to CCL by such Buyer, including principal and accrued interest
owed  to  CCL  pursuant  to the Note delivered by such Buyer  pursuant  to  this
Agreement.

      4.3 Closing.  The consummation of any transfer under this Article IV shall
take  place  on  the  later of (i) the 10 th business day after  the  Repurchase
Notice  is  received by CCL or Weiser, as the case may be, or  (ii)  receipt  of
Louisiana Regulatory Approval.  The closing shall occur at the principal  office
of  CRC,  and the closing procedures shall be consistent with the provisions  of
this Article IV.

      4.4  Tender  Requirements at Closing.  At the closing,  the  Buyers  shall
present to CCL share certificates for all Purchased Shares to be acquired by CCL
pursuant  to this Article IV, such share certificates to be in proper  form  for
transfer.   Such shares shall be transferred free of all liens and  encumbrances
or adverse claims of any kind of character.  CCL, upon receipt of proper tenders
from  Buyers, shall tender payment in accordance with the terms provided in this
Article IV.

                            ARTICLE V - MISCELLANEOUS

      5.1  Further Assurances.  Following the Closing, the parties shall execute
and  deliver  such  documents,  and take such action,  as  shall  be  reasonably
requested  by  any other party hereto to carry out the transactions contemplated
by this Agreement.

     5.2 Publicity.  Neither of the parties hereto shall issue or make, or cause
to  have  issued  or  made, any public release or announcement  concerning  this
Agreement or the transactions contemplated hereby, without the advance  approval
in  writing  of the form and substance thereof by the other party hereto,  which
approval shall not be unreasonably withheld, except as required by law.

      5.3  Notices.  Any notice, request, instruction, correspondence  or  other
document  to  be  given  hereunder  by  any  party  hereto  to  another  (herein
collectively  called "Notice") shall be in writing and delivered  personally  or
mailed  by  registered  or certified mail, postage prepaid  and  return  receipt
requested, or by telecopier, or by a reputable overnight courier, as follows:

     If to CCL:

            Carnival Corporation
            3655 N.W. 87th Avenue
            Miami, Florida 33178
            Attention: Chief Financial Officer

     If to any Buyer:

            c/o CRC Holdings, Inc.
            3250 Mary Street, 5th Floor
            Miami, Florida 33133
          Attention: Chief Financial Officer

      5.4  Governing  Law.  The provisions of this Agreement and  the  documents
delivered pursuant hereto shall be governed by and construed in accordance  with
the  laws of the State of Florida; provided that the exercise of all rights  and
remedies  by  any  of the parties is subject to any applicable Louisiana  Gaming
Control Law, and the rules and regulations promulgated thereunder.

      5.5  Entire  Agreement; Amendments and Waivers.  This Agreement,  together
with  all  exhibits  and  schedules  attached  hereto,  constitutes  the  entire
agreement between and among the parties hereto pertaining to the subject  matter
hereof  and  supersedes all prior agreements, understandings,  negotiations  and
discussions,  whether  oral  or  written, of  the  parties,  and  there  are  no
warranties,  representations  or  other  agreements  between  the   parties   in
connection  with  the  subject matter hereof except as  set  forth  specifically
herein  or  contemplated  hereby.  No waiver of any of the  provisions  of  this
Agreement  shall  be deemed or shall constitute a waiver of any other  provision
hereof  (regardless of whether similar), nor shall any such waiver constitute  a
continuing waiver unless otherwise expressly provided.

      5.6  Binding Effect and Assignment.  This Agreement shall be binding  upon
and  inure  to the benefit of the parties hereto and their respective  permitted
successors  and  assigns.  Nothing in this Agreement,  express  or  implied,  is
intended  to confer upon any person or entity other than the parties hereto  and
their  respective  permitted successors and assigns,  any  rights,  benefits  or
obligations hereunder.

     5.7 Multiple Counterparts.  This Agreement may be executed in counterparts,
each  of  which  shall be deemed an original, but both of which  together  shall
constitute one and the same instrument.


EXECUTED as of the date first written above.

CARNIVAL CORPORATION


By: /s/ Gerald R. Cahill
       Gerald R. Cahill



             *
Sherwood M. Weiser



             *
Donald E. Lefton



            *
Thomas F. Hewitt



           *
Peter L. Sibley



            *
W. Peter Temling



            *
Robert B. Sturges

* Executed By Power of Attorney



By:/s/ W. Peter Temling
      W. Peter Temling