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1 FORM 8-A AMENDMENT SECURITIES & EXCHANGE COMMISSION Washington, D.C. FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CARNIVAL CORPORATION (Exact Name of registrant as specified in its charter) REPUBLIC OF PANAMA 59-1562976 (State of Incorporation or organization) (I.R.S. Employer I.D. No.) 3655 N.W. 87th AVENUE, MIAMI, FLORIDA 33178-2428 (Address of Executive Principal Officers) (Zip Code) If this Form relates to the registration of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box [ ]. If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box [ ]. Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each Exchange on which to be so rgistered each class is to be registered 6.15% NOTES DUE 2003 NEW YORK STOCK EXCHANGE 7.7% NOTES DUE 2004 NEW YORK STOCK EXCHANGE 7.05% NOTES DUE 2005 NEW YORK STOCK EXCHANGE 7.2% DEBENTURES DUE 2023 NEW YORK STOCK EXCHANGE Securities to be registered pursuant to Section 12(g) of the Act: NONE ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The material set forth in the section captioned "Description of Notes" in the Registrant's Prospectus Supplement dated March 4, 1993 to Prospectus dated March 2, 1993 relating to Registrant's Form S-3 Registration Statement (Registration No. 33-53136) filed with the Securities and Exchange Commission on November 5, 1993, is incorporated herein by reference. The material set forth in the section captioned "Description of Notes and Debentures" in the Registrant's Prospectus Supplement dated October 7, 1993 to Prospectus dated October 7, 1993 relating to Registrant's Form S-3 Registration Statement (Registration No. 33-53136) filed with the Securities and Exchange Commission on October 9, 1992, is incorporated herein by reference. The material set forth in the section captioned "Description of Notes" in the Registrant's Prospectus Supplement dated July 18, 1994 to Prospectus dated December 7, 1993 relating to Registrant's Form S-3 Registration Statement (Registration No. 33-50947) filed with the Securities and Exchange Commission on November 5, 1993, is incorporated herein by reference. The material set forth in the section captioned "Description of Notes" in the Registrant's Prospectus Supplement dated May 17, 1995 to Prospectus dated May 17, 1995 relating to Registrant's Form S-3 Registration Statement (Registration No. 33-50947) filed with 2 the Securities and Exchange Commission on November 5, 1993, is incorporated herein by reference. 3 ITEM 2. EXHIBITS 1. Form of Amended and Restated Articles of Incorporation of the Registrant incorporated herein by reference to Exhibit No. 3.1 to the Registrant's registration statement on Form S-1 (File No. 33-14844) filed with the Securities and Exchange Commission. 2. Form of By-Laws of the Registrant incorporated herein by reference to Exhibit No. 3.2 to the Registrant's registration statement on Form S-1 (File No. 33-14844) filed with the Securities and Exchange Commission. 3. Forms of the Registrant's 5-3/4% Notes due 1998, the Registrant's 6.15% Notes due 2003, the 7.7% Notes due 2004, the 7.05% Notes due 2005 and the 7.2% Notes due 2023. 4. Indenture, dated as of March 1, 1993, between Carnival Cruise Lines, Inc. and First National Trust Association, as Trustee, relating to the 5-3/4% Notes due 1998, the 6.15% Notes due 2003, the 7.7% Notes due 2004, the 7.05% Notes due 2005, and the 7.2% Notes due 2023 is incorporated herein by reference from Exhibit 4 to the Registrant's Amendment No. 1 to Form S-3 registration statement (File No. 33-53136) filed with the Securities and Exchange Commission on March 2, 1993 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, on this 25th day of August, 1995. CARNIVAL CORPORATION By: /s/ Howard S. Frank ----------------------------- Its: Vice Chairman and Chief Financial Officer