UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A





ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

Commission file number 333-128780





NCL
Corporation Ltd.

(Exact name of registrant as specified in its charter)





Bermuda

(Jurisdiction of incorporation or organization)

7665 Corporate Center Drive

Miami, Florida 33126

(305) 436-4000

(Address of principal executive offices)





Daniel S.
Farkas, 305-436-4000, dfarkas@ncl.com, 7665 Corporate Center Drive, Miami, Florida, 33126

(Name, Telephone, E-mail
and/or Facsimile number and Address of Company Contact Person)





Securities
registered or to be registered pursuant to Section 12(b) of the Act.

None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None





Indicate the number of
outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report: 21,000,000 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.   ̈ Yes  x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.  x Yes   ̈ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.   ̈ Yes  x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).   ̈ Yes   ̈ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer   ̈                 Accelerated
filer   ̈                 Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



| |  |   |  |  |           |  |  |  |   |  |  |                                                                                                      
| |  | - |  |  | --------- |  |  |  | - |  |  | -----------------------------------------------------------------------------------------------------
| |  | x |  |  | U.S. GAAP |  |  |  |  ̈ |  |  | International Financial Reporting Standards as issued by the International Accounting Standards Board
| |  |  ̈ |  |  | Other     |  |  |  |   |  |  |                                                                                                      

If Other has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.   ̈ Item 17   ̈  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).   ̈ Yes  x No









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References in this Amendment No. 1 to Form 20-F to Company, we,
our and us refer to NCL Corporation Ltd. and its subsidiaries.





EXPLANATORY
NOTE

This Amendment No. 1 (this Amendment) to our annual report on Form 20-F for the fiscal year ended December 31,
2009, filed on February 24, 2010 (the Form 20-F), is being filed solely to replace Exhibits 4.33, 4.34, 4.35, 4.36, 4.37 and 4.39 with the attached Exhibits 4.33, 4.34, 4.35, 4.36, 4.37 and 4.39 to reflect additions of previously
omitted portions and changes in the redacted portions of such exhibits in connection with our request for confidential treatment of portions of such exhibits. These additions and changes in redactions were made in response to comments that we
received from the Securities and Exchange Commission regarding our confidential treatment request. Except as described above, no other change has been made to the Form 20-F. The filing of this Amendment should not be understood to mean that any
statements contained in the Form 20-F are true or complete as of any date subsequent to February 24, 2010.



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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



NCL Corporation Ltd.By:

/s/ Kevin M. SheehanName:

Kevin M. SheehanTitle:

Chief Executive Officer andChief Financial Officer


Date: May 25, 2010



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Exhibit Index

to Amendment No. 1 to Form 20-F



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                          
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                   
|              | 
|4.33          |  | Third Supplemental Deed, dated April 2, 2009, to Euro 662.9 million F3 Two Loan, dated as of September 22, 2006, as amended, by and among F3 Two, Ltd., NCL Corporation
Ltd. and a syndicate of international banks and a related amended and restated Guarantee by NCL Corporation Ltd. +/++                                                                                                            
|              | 
|4.34          |  | Third Supplemental Deed, dated April 2, 2009, to Euro 624.0 million Revolving Loan Facility Agreement, dated as of October 7, 2005, as amended, by and among NCL
Corporation Ltd., Norwegian Pearl, Ltd., Norwegian Gem, Ltd. and a syndicate of international banks. +/++                                                                                                                               
|              | 
|4.35          |  | Fifth Supplemental Deed, dated April 2, 2009, to $334.1 million Norwegian Jewel Loan, dated as of April 20, 2004, as amended, by and among Norwegian Jewel Limited, NCL
Corporation Ltd. and a syndicate of international banks and a related amended and restated Guarantee by NCL Corporation Ltd. +/++                                                                                                
|              | 
|4.36          |  | Ninth Supplemental Deed to Euro 258.0 million Pride of America Loan and Eighth Supplemental Deed to Euro 40.0 million Pride of America Loan, each dated as of April 4,
2003, each as amended, dated April 2, 2009, by and among Pride of America Ship Holding, Inc., NCL Corporation Ltd. and a syndicate of international banks and related amended and restated Guarantees by NCL Corporation Ltd. +/++
|              | 
|4.37          |  | Sixth Supplemental Deed, dated April 2, 2009, to Euro 308.1 million Pride of Hawaii Loan, dated as of April 20, 2004, as amended, by and among Pride of Hawaii,
Inc., NCL Corporation Ltd. and a syndicate of international banks and a related amended and restated Guarantee by NCL Corporation Ltd. +/++                                                                                            
|              | 
|4.39          |  | $750 million Credit Agreement, dated October 28, 2009, by and among NCL Corporation Ltd., various lenders and Nordea Bank Norge ASA. +/++                                                                                                                                                                                                                                                                



|+ | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|++ | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------