UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549




                                 FORM 8-K

                              CURRENT REPORT

                 Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): December 17, 1998



                          CARNIVAL CORPORATION
           (Exact name of registrant as specified in its charter)

Republic of Panama          1-9610                          59-1562976
 (State or other           (Commission File Number)     (I.R.S. Employer
 jurisdiction of                                        Identification No.)
 incorporation)

  3655 N.W. 87th Avenue, Miami, Florida                         33178-2428
    (Address of principal executive offices)                    (zip code)


Registrant's telephone number, including area code:  (305) 599-2600


                              Not applicable
      (Former name or former address, if changed since last report)



Item 5.   Other Events.

    On December 17, 1998, Carnival Corporation issued a press release
(attached hereto as Exhibit 99.1) announcing its results of operations for
the fiscal year ended November 30, 1998.  The press release is incorporated
herein by reference.

Item 7.   Exhibits
         Exhibit No.                    Description of Exhibit

           99.1  --                     Text of Press Release, dated
                                        December 17, 1998.





                                  Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated: December 17, 1998

                                           CARNIVAL CORPORATION


                                           By: /s/ Howard S. Frank
                                           Name: Howard S. Frank
                                           Title: Vice Chairman and Chief
                                                  Operating Officer











                             EXHIBIT INDEX
         Exhibit No.                    Description of Exhibit

           99.1  --                     Text of Press Release, dated
                                        December 17, 1998.

CONTACT:  Tim Gallagher                             FOR IMMEDIATE RELEASE


                   CARNIVAL CORPORATION REPORTS RECORD
                    FOURTH QUARTER AND YEAR EARNINGS


     MIAMI (12/17/98) -- Carnival Corporation (NYSE:CCL) reported net
income of $220.6 million ($0.37 Diluted EPS), on revenues of $728.6 million
for the fourth quarter ended November 30, 1998, compared to net income of
$155.4 million ($0.26 Diluted EPS) on revenues of $524.4 million for the
same quarter in 1997.

     Revenues for the fourth quarter increased 38.9 percent over the
comparable quarter in 1997.  Excluding Cunard Line Limited, in which the
company acquired a 68 percent interest at the end of May 1998, revenues
increased 14.7 percent.  Net income increased by 42.0 percent over the
fourth quarter of 1997.  

     Net income for the year ended November 30, 1998, was $835.9 million
($1.40 Diluted EPS) on revenues of $3.01 billion, compared to net income of
$666.1 million ($1.12 Diluted EPS) on revenues of $2.45 billion for the
same period in 1997.  For fiscal 1998, revenues increased 23.0 percent
(11.4 percent excluding Cunard Line) and net income increased 25.5 percent
over fiscal 1997.  

     Commenting on the fourth quarter 1998 results, Carnival Corporation
Chairman and CEO Micky Arison said,  "The combination of an 11 percent
capacity increase and continued strong revenue yield growth helped drive
the 42 percent increase in fourth quarter earnings.  Each of our three
major cruise brands -- Carnival Cruise Lines, Holland America Line and
Costa Cruises -- posted strong earnings growth in the fourth quarter.  This
is the 30th consecutive quarter in which Carnival reported year-over-year
earnings improvement and a testament to the strength of the management
teams at each of our individual cruise lines."

     Carnival Cruise Lines' new MS Paradise, which entered service in late
November and offers a completely smoke-free environment represents the
eighth and final vessel in the line's highly successful Fantasy-class
series of ships.  "Consumer and travel agent acceptance of the Paradise has
been outstanding and we are looking forward to the tremendous marketing
potential provided by the world's first smoke-free cruise ship.

     "1999 is shaping up to be another good year for Carnival Corporation,"
Arison continued.  "New capacity resulting from the introduction of the
Paradise in November 1998, along with the scheduled launch of the Carnival
Triumph in July 1999 and Holland America's Volendam in August 1999, is
expected to be the primary driver of revenue and earnings growth.  Bookings
for 1999 are quite strong, although, with our capacity increase of 13.7
percent in 1999, we don't expect revenue yields to grow at the levels
experienced in 1998," he added.

     For the fourth quarter ended November 30, 1998, the company achieved
an average occupancy level of 102.1 percent (104.1 percent excluding Cunard
Line) compared with 104.2 percent in the fourth quarter of 1997.  Passenger
counts were higher for the quarter, increasing to 522,000 in the fourth
quarter of 1998, from 442,000 in the fourth quarter of 1997.

     For fiscal 1998, the company achieved an average occupancy level of
106.3 percent (107.6 percent excluding Cunard Line), carrying 2,045,000 
passengers, compared to an average occupancy level of 108.3 percent,
carrying 1,945,000 passengers during fiscal 1997.

     Carnival Corporation is comprised of Carnival Cruise Lines, the
world's largest cruise line based on passengers carried, Holland America
Line, Windstar Cruises, a majority interest in Cunard Line  Limited,  which
operates  the  Cunard  and  Seabourn  cruise  brands,  and  interests in
Costa Cruises and Airtours plc.  Combined, Carnival Corporation's various
brands operate 43 ships in the Caribbean, Alaska, Europe and other
worldwide destinations.  


**************************************************************************
NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements.  Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performances or achievements
of Carnival Corporation to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.  Such factors include general economic and business conditions,
changes in cruise industry capacity and competition, changes in tax and
other laws and regulations and other factors which are described in further
detail in Carnival's filings with the Securities and Exchange Commission.


THREE MONTHS ENDED YEARS ENDED NOVEMBER 30, NOVEMBER 30, 1998 1997 1998 1997 Revenue (millions) $728.6 $524.4 $3,009.3 $2,447.5 Net Income (millions) $220.6 $155.4 $835.9 $666.1 Earnings Per Share(1) Basic $.37 $.26 $1.40 $1.12 Diluted $.37 $.26 $1.40 $1.12 Weighted Average Shares Outstanding (millions) (1): Basic 595.4 594.4 595.0 594.1 Diluted 598.6 597.2 598.4 596.5 Passengers Carried 522,000 442,000 2,045,000 1,945,000 Passenger Cruise Days 3,347,000 2,742,000 13,009,000 11,908,000 Occupancy Percentage 102.1% 104.2% 106.3% 108.3%
(1) Adjusted to reflect the two-for-one stock split effective June 12, 1998. ###