4

                    P&O Princess Cruises PLC
                         Trading Update

                         8 October 2002

As  indicated  in  our  press  release  of  4  October,  and  in
accordance  with the provisions of the Takeover Code,  now  that
the  FTC  has announced that it would not oppose both the  Royal
Caribbean DLC combination or the Carnival takeover proposal,  we
are required to update our 2002 profit forecast.

We are also taking this opportunity to provide a trading update.
We  expect to announce our results for the third quarter of 2002
in the week commencing 21 October.

2002 forecast

*     Since  the  announcement of our second quarter results  in
  July  2002  analysts' estimates for the Group's earnings  have
  increased,  with  the  majority of  analysts  now  forecasting
  earnings for 2002 in the range of 42-44 cents per share, before
  merger related costs.  We expect the actual result for the full
  year to be at the top end of or above this range, with all four
  quarters  of  2002 likely to show year over year increases  in
  earnings per share

*    2002 sailings are now almost fully booked

*     For the third quarter, we expect yields for the Group as a
  whole to be above our previous forecast, showing a decline on a
  like  for  like  basis of 5%, with favourable  exchange  rates
  reducing the fall to 2% on an absolute basis

*     We  expect Group yields for the fourth quarter to  show  a
  year over year increase, on a like for like basis, of 2% to 3%.
  If exchange rates remain broadly unchanged from today's levels,
  the  absolute yield performance will be better than these like
  for like figures

*     For  the  year as a whole we now expect the  reduction  in
  Group yields, on a like for like basis, to be in the range of 4%
  to 5%.  Our previous guidance, given at the time of our second
  quarter results, was for a reduction of 5%

*     We  expect,  for  the  Group as a whole,  a  reduction  in
  underlying unit costs of 8% for the year compared to the target
  of  7%  indicated at the time of the Q2 results.  Higher  fuel
  costs  and  exchange  rate movements are  expected  to  offset
  partially the underlying reduction in unit costs

Details  of  the formal profit forecast and the reports  on  the
forecast by KPMG and Schroder Salomon Smith Barney appear at the
end of this release.

Highlights

*     The Group expects to increase its capacity by 24% in 2003,
  before  taking account of any delay to the delivery of Diamond
  Princess

*    In North America, the Princess brand is expected to grow by
  12%; in the UK the P&O Cruises brand is expected to grow by 22%;
  and in Germany the AIDA brand is expected to grow by 65%

*     In  2003  we will also commence the operation of  the  new
  contemporary brand, Ocean Village in the United Kingdom and it
  will  be  the first full year of operations of the new  A'ROSA
  brand in Germany and of the new Pacific Princess premium product
  in Australia

*     On September 10, Princess bookings for 2003 sailings as  a
  percentage of available capacity were in line with the position
  for  2002 sailings at the same time a year earlier.  This  was
  despite the inclusion for 2003 of the capacity on Tahitian and
  Pacific  Princess for which the programmes had only just  been
  launched

*     With  last  year's bookings distorted  by  the  events  of
  September 11, Princess bookings for 2003 are now well ahead of
  the  equivalent  position in 2002. More relevantly  cumulative
  bookings and the booking pace are in line with what one  would
  expect  at  this  time in a normal year.  Pricing  on  current
  bookings is slightly below that which prevailed in 2001 prior to
  the  impact  of September 11 but well above the position  post
  September 11

*     In the UK we are on track to accommodate the 22% growth in
  the P&O Cruises brand for 2003 with little yield dilution.  At
  this early stage it is not possible to discern any trends  for
  the new brand, Ocean Village

*     Given  the  much  later booking cycle in  Germany,  it  is
  difficult at this stage to assess any trends for 2003.  AIDA had
  a  good 2002 and appears well placed to continue its growth in
  2003, although with some weakness in the winter months.  The one
  ship A'ROSA brand is having a difficult introduction and remains
  behind our expectations

*    The Pacific Princess premium product has been well received
  in  the Australian market and the Pacific Sky continues to  do
  well

*     We  expect to continue to achieve reductions in underlying
  unit  costs in 2003, with these likely to be more in line with
  the original business plan of 2% per annum, rather than the 5%
  achieved in 2001 or the 8% forecast for 2002


P&O Princess Chief Executive Officer, Peter Ratcliffe commented:

"We  today released a new profit forecast for 2002 which we  are
pleased  to  report is an improvement on our previous  guidance.
This  improvement  is  a  result of both improved  revenues  and
greater unit cost reductions.

"We  expect  to report increased earnings in each  of  the  five
quarters   following  the  events  of  September  11   2001;   a
performance  which  we believe is matched  by  few  other  major
companies in the vacation industry.

"Notwithstanding    the   current   economic    and    political
uncertainties  we remain positive about our prospects  for  2003
and  are  pleased that our booking pace and pricing  appears  to
have recovered from the impact of September 11.

"We expect that our new ships with their industry leading number
of  balconies,  and  our  strong brand positions  in  the  three
largest  vacation  markets in the world  will  have  a  positive
impact on our 2003 performance."


Enquiries:
P&O Princess Cruises plc
Caroline Keppel-Palmer                           +44 20 7805 1214
                                                  +44 7730 732015

Brunswick
Sophie Fitton                                    +44 20 7404 5959

John Sunnucks

Website                                 www.poprincesscruises.com

Analyst conference call
We  are holding a conference call for UK and European analysts and
investors  at  09.30 BST and one for US analysts and investors  at
15.00  BST/10.00  EST. An audio webcast will be available  on  our
website  at www.poprincesscruises.com.  Below are details  of  the
dial in numbers:

09.30 BST Dial in number:          +44 208 515 2344
          Replay number       + 44 208 797 2499 (pin 118025 #)

15.00 BST/     Dial in number           1 800 218 8862 (US)
                         +44 20 8515 2344 (UK and rest of world)
10.00 EST Replay number       1 800 405 2236 (pin 502778#)
                         +44 208 797 2499 (pin 118032 #)
P&O Princess
P&O  Princess Cruises plc is a leading international cruise company
with  some of the strongest cruising brand names: Princess  Cruises
in  North America; P&O Cruises, Swan Hellenic and Ocean Village  in
the  UK;  AIDA and A'ROSA in Germany; and P&O Cruises in Australia.
It  is  a  leading  provider of cruises to Alaska,  the  Caribbean,
Europe,  the  Panama  Canal  and other  Exotic  destinations.   The
current complement of 19 ships and two river boats offering  31,130
berths  is  set  to grow in the next two years with six  new  ocean
cruise ships and two river boats on order.

P&O Princess Cruises has approximately 20,000 employees worldwide
and carried over one million passengers in 2001, generating a
revenue of approximately $2.5 billion (approximately GBP1.7
billion). Headquartered in London, P&O Princess Cruises' ordinary
shares are quoted on the London Stock Exchange and as ADSs on the
New York Stock Exchange (under the symbol "POC").

The  directors  of  P&O Princess accept responsibility  for  the
information contained in this announcement.  To the best of  the
knowledge and belief of the directors of P&O Princess (who  have
taken all reasonable care to ensure that such is the case),  the
information    contained   herein   for   which   they    accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Salomon  Brothers  International Limited,  trading  as  Schroder
Salomon Smith Barney ("Schroder Salomon Smith Barney") is acting
for  P&O Princess and no one else in connection with the matters
referred  to  herein and will not be responsible  to  any  other
person  for  providing the protections afforded  to  clients  of
Schroder  Salomon  Smith  Barney  or  for  providing  advice  in
relation to the matters referred to herein.
"Schroder" is a trademark of Schroder Holdings PLC and  is  used
under licence by Salomon Brothers International Limited.

Certain statements contained in this announcement are ``forward-
looking  statements''  that  involve  risks,  uncertainties  and
assumptions  with  respect  to  P&O  Princess  Cruises  and  its
subsidiaries,  including  certain statements  concerning  profit
forecasts,  working capital, future results,  strategies,  plans
and  goals  and other events which have not yet occurred.  These
statements  are intended to qualify for the safe  harbours  from
liability  provided by section 27a of the US Securities  Act  of
1933,  as amended, and section 21e of the US Securities Exchange
Act  of  1934,  as  amended, which are part of  the  US  Private
Securities Litigation Reform Act of 1995. You can find many (but
not all) of these statements by looking for words like ``will'',
``may'',  ``believes'', ``expects'', ``anticipates'',  ``plans''
and  ``estimates'' and for similar expressions. Because forward-
looking  statements involve risks and uncertainties,  there  are
many  factors  that  could  cause  the  statements,  events   or
transactions  described herein not to occur and/or P&O  Princess
Cruises', actual results, performance or achievements to  differ
materially from those expressed or implied in this announcement.
These  include,  but are not limited to, economic  and  business
conditions in general and, conditions in the cruise, travel  and
vacation industries in particular, including changes in industry
cruise  ship  capacity and competition from  other  cruise  ship
operators  and other vacation alternatives, safety and  security
concerns,  incidents at sea, weather conditions,  the  political
climate,  fluctuations in interest rates,  fluctuations  in  the
price  of  oil, changes in the tax and regulatory regimes  under
which  the  company operates, capital expenditures, and  factors
impacting  P&O  Princess Cruises' international  operations.  In
addition,  the paragraph entitled ``risk factors'' in section  5
of  the  EGM  Circular dated 27 December 2001 and  P&O  Princess
Cruises'  annual  report on form 20-F  for  the  year  ended  31
December   2001  filed  with  the  US  Securities  and  Exchange
Commission  contain  important  cautionary  statements   and   a
discussion  of many of the factors that could materially  affect
the  accuracy of the company's forward-looking statements and/or
adversely   affect   its  respective  businesses,   results   of
operations and financial position, which statements and  factors
are incorporated herein by reference.

Subject  to any continuing obligations under applicable  law  or
any  relevant  listing  rules, P&O  Princess  Cruises  expressly
disclaims any intention or obligation to disseminate, after  the
date  of this announcement, any updates or revisions to any such
forward-looking statements to reflect any change in expectations
or  events,  conditions  or  circumstances  on  which  any  such
statements are based.
Details of trading update

North America

Whilst it is early days for bookings for 2003 sailings, with the
full  year  only some 25% booked, bookings at this time  are  in
line  with  a  normal  year and in line with  our  expectations.
Pricing  for current bookings is slightly below the levels  that
were being achieved in 2001 prior to the events of September 11,
although  they  are  well above the rates that  prevailed  after
those events.

The booking pace is showing remarkable resilience in the face of
the  continuing  economic  and political  uncertainty  with  the
exception  of certain slowness in the pace of bookings  for  the
two  ships scheduled to be in the Mediterranean next summer.  We
believe  that the pace of bookings has been favourably  impacted
by  the introduction of the new Coral, Island, Diamond, Pacific,
and  Tahitian Princess' which, when they all are delivered, will
increase  the proportion of balconies in the Princess  fleet  to
52% of total cabins, well above industry competitors.

As  previously reported, the Diamond Princess has suffered major
fire  damage whilst under construction in the Nagasaki  shipyard
of  Mitsubishi Heavy Industries. The full extent of  the  damage
will  take  some  time to assess and at this  stage  it  is  not
possible  to determine the extent of any delay to the  scheduled
delivery  date  of  May  31 2003 although  it  will  clearly  be
significant.   However, P&O Princess has  in  place  contractual
arrangements  with the yard and insurance arrangements  that  it
believes,  irrespective of the length of any delay in  delivery,
should ensure that there will be no significant adverse economic
impact on the Group, nor any material impact on 2003 profits.

The  two  688  lower berth former Renaissance  Cruises  vessels,
recently  acquired  and  renamed Pacific Princess  and  Tahitian
Princess, have been well received and are booking strongly.

United Kingdom

In  2003 the UK division is planning an increase in capacity  of
41%.  Over the next 7 months, the P&O Cruises brand will receive
Ocean Princess and Sea Princess from Princess Cruises and rename
them  Oceana and Adonia.  In addition, Victoria will be  retired
and  Arcadia will be transferred to the new Ocean Village brand,
giving  a net growth for the P&O Cruises brand of 22%. A  former
Renaissance Cruises vessel, to be renamed Minerva II,  has  been
taken on long term charter and will be introduced into the  Swan
Hellenic brand to replace the existing Minerva in April 2003.

Although at an early stage, bookings and pricing for P&O Cruises
and  Swan  Hellenic are on track to accommodate  the  growth  in
capacity  without  any material reduction in  pricing.   Initial
bookings for P&O Cruises' summer 2003 programme are particularly
encouraging.  For winter 2002/3 the booking position  for  Round
World  cruises is sound whilst pricing in the fly cruise  market
to  the  Caribbean for winter 2002/3 is under some pressure.  We
believe  the booking pace has benefited from the fact  that  the
four  `white  sisters' ships of P&O Cruises,  Oriana  (built  in
1995), Aurora (2000), Oceana (2000) and Adonia (1998), all  with
1,800  - 2,000 berths and with an average of 35% of their cabins
having  balconies,  comprise the most  modern  cruise  fleet  in
Europe today.

Ocean  Village  has  been well received  in  the  market  place,
although  it is too early in the booking cycle of this  "fun  in
the sun" type of product to evaluate any meaningful trends.

Germany

The  booking cycle in Germany is much closer to sailing than  is
the  case  for the P&O Cruises and Princess Cruises  brands  and
therefore  there is still some way to go for 2002 and there  are
insufficient bookings at this time to enable any guidance to  be
given for 2003.

Our  German  business  as  a whole is  expected  to  expand  its
capacity  by  70% in 2003 following its 88% expansion  in  2002.
These  rates  of growth result from the increase of capacity  to
four  ships  to  service two brands in what is an underdeveloped
cruising  market in the second largest vacation  market  in  the
world.

The  "club  ship" AIDA brand continues to operate  well  and  is
absorbing the growth as planned, and is doing so profitably. The
A'ROSA  brand, with one 1,600 berth ocean going ship, is  taking
more  time  to  establish itself than we had hoped.  This  brand
appears  to  have been more affected by the general weakness  in
German overseas destination travel.  On the other hand, the  two
Danube  riverboats  which also operate under the  A'ROSA  brand,
with  a third scheduled to be delivered in 2003, performed  well
in their first year.

Australia

Bookings  and  pricing  for 2003 sailings  on  Pacific  Sky  are
broadly  in line with the equivalent position in 2002.  The  new
premium  product on Pacific Princess is being well  received  in
the  Australian  marketplace for its first six-month  secondment
from Princess for the Southern Hemisphere summer.

New Ships

P&O  Princess remains favourably disposed to adding further  new
ships to the Princess brand for delivery in 2005 and beyond  and
is   actively  examining  a  number  of  attractive   commercial
opportunities to do so.

Costs

In  2001  we reduced Group underlying unit costs by 5%,  with  a
reduction  of  8%  forecast for 2002. These  savings  have  been
achieved  through  a combination of the introduction  of  large,
new,  cost  efficient ships, economies of scale as the  business
has  grown, and through an increased management focus  on  costs
following the demerger from the P&O Group in 2000.

Looking  forward  to  2003, further unit  cost  savings  can  be
anticipated.  The newly built ships being delivered  will  bring
down unit costs, although this benefit will be partly offset  by
the  higher  unit  operating costs of the three  smaller  former
Renaissance  Cruises  ships joining  the  fleet  (including  the
chartered  vessel for Swan Hellenic).  Capital costs  per  berth
will rise with the introduction of the new ships, offset by  the
very  low  capital cost per berth of the two former  Renaissance
ships that have been acquired.

Benefits from economies of scale, particularly in overhead, will
contribute  to  lower  unit costs in  2003.   The  build  up  of
overhead  and  promotion  in the UK  ahead  of  and  during  the
significant  increase in capacity, including the launch  of  the
new brand, will put some upward pressure on costs.  Against this
the  comparison to the prior year will be assisted because  unit
overhead and promotion costs in Germany were above normal levels
in 2002 due to the expansion there.

Overall, 2003 budgets and operating plans are being prepared  on
the  basis of underlying cost reductions more in line  with  the
annual  reduction target of 2% set two years ago.   This  target
covers ship operating costs together with overhead and promotion
costs,  thereby  covering  all costs  between  net  revenue  and
EBITDA, but excludes the effects of changes in the price of fuel
or exchange rates.

Market position

The  company's position has continued to strengthen  during  the
year.  We  have  increased net earnings in  each  of  the  three
quarters reported on after the events of September 11 and expect
to  do  so  for  the  remaining two quarters of  this  year,  an
achievement matched by few other major companies in the vacation
industry.

Since  its  demerger from the P&O Group, in  October  2000,  the
company  has  succeeded  in  significantly  reducing  its   cost
structure with unit cost reductions, excluding fuel and exchange
rate  movements,  of  13% in two years.  We  anticipate  further
although  more  moderate  decreases next  year.  This  has  been
achieved  without  impacting  the  satisfaction  levels  of  our
passengers  or  our  operating  standards  for  which  all   our
employees deserve tremendous credit.

The  company  has  an industry leading array of consumer  brands
with   leading  brands  in  the  United  Kingdom,  Germany   and
Australian markets and in the premium segment of North  American
market.  We  have  also recently launched  two  new  brands  and
introduced  a new product: the contemporary Ocean Village  brand
in  the United Kingdom, the premium A`ROSA brand in Germany, and
the   Pacific   Princess  premium  product  in   Australia.   By
supplementing our existing brands, these new brands will  enable
us  to  provide  a  full range of products catering  to  a  wide
variety of consumer tastes in these three countries.

The  company's  fleet continues to improve in quality  with  the
delivery of new ships and the disposal of the fleet's five older
ships in recent years. The company has the most modern fleet  in
the  United Kingdom, German and Australian markets and in  North
America  will  have a very innovative and modern fleet  with  an
industry leading number of balcony cabins amounting to over  50%
of its total cabins by the summer of 2003.

We are operating in an industry that is growing and globalising.
Our  own  market research confirms that cruising should continue
to  increase its share of the total vacation market in our three
main  theatres of operation namely the United States, the United
Kingdom and Germany - the three largest vacation markets in  the
world.

The  Board  wishes  to take this opportunity to  thank  all  the
company's  employees for all their commitment and  expertise  in
making the company as successful as it now is.
APPENDIX

2002 Profit Forecast

The Directors forecast that for the year ending 31 December 2002
P&O Princess' basic earnings per share under UK GAAP will be  at
the top end of or above the range of 42 to 44 cents per share.

Bases of preparation

This  profit  forecast  is  based upon the  published  unaudited
interim  results  for the six months ended  30  June  2002  (see
below),  unaudited management accounts for the two months  ended
31  August 2002 and forecast results for the four months  ending
31 December 2002.

This  profit  forecast  has  been prepared  using  the  UK  GAAP
accounting  policies normally adopted by P&O  Princess  and,  in
relation  to the Group's new accounting policy for deferred  tax
arising from adoption of Financial Reporting Standard 19, as set
out in the 2002 interim statement.

No  account  has  been  taken of the financial  consequences  of
completion of either the proposed merger with Royal Caribbean or
the  proposed  takeover by Carnival.  Also no account  has  been
taken  of  the  costs  that would still be incurred  if  neither
transaction is completed which the Directors estimate  would  be
approximately $55 million, not including any break fees  payable
to Royal Caribbean.

Assumptions

Assumptions for factors outside the influence of the Directors:

*     There  will  be no major disruptions to the business  from
  natural  disasters, ship operating incidents, wars  and  other
  hostilities, or other third party actions
*     There  will  be no material adverse change in  the  legal,
  governmental, regulatory or taxation environment that applies to
  P&O Princess' business
*     There  will  be  no significant change in interest  rates,
  exchange  rates  or fuel prices from those prevailing  at  the
  present time
*     Any insurance recoveries subsequent to the recent fire  on
  Diamond  Princess, the vessel under construction in  Nagasaki,
  will  fall  to  be credited to the 2003 results not  the  2002
  results



SUMMARISED GROUP PROFIT AND LOSS ACCOUNT FOR THE THREE MONTHS
                AND SIX MONTHS ENDED 30 JUNE 2002
                  ----Three months to 30 June------------Six months to 30 June--
                             2002     2001           2002      2001       2001
                      (Unaudited)(Unaudited)  (Unaudited)(Unaudited)(Unaudited)
                                                         Restated  As previously
                                                                    reported
US$ million
Turnover (gross revenue)    638.1    647.6       1,150.2    1,189.7    1,189.7
Direct operating costs     (389.5)  (407.4)       (733.2)    (795.4)    (795.4)
Selling and                 (87.5)   (92.5)       (174.0)    (177.1)    (177.1)
administrative expenses
Depreciation and            (43.4)   (36.5)        (83.2)     (73.3)     (73.3)
amortisation
                           (520.4)  (536.4)       (990.4)  (1,045.8)  (1,045.8)
                           ______    ______      _______     ______    _______
Group operating profit      117.7    111.2         159.8      143.9      143.9

Share of operating           (0.1)       -             -          -          -
results of joint
ventures
                           _______   ______      _______    _______    _______
Total operating profit      117.6    111.2         159.8      143.9      143.9
Profit/(loss) on sale of      0.2     (1.9)          1.2       (1.9)      (1.9)
fixed assets
                           _______   ______      _______    _______    _______
Profit before interest      117.8    109.3         161.0      142.0      142.0
Net interest and similar    (18.9)   (15.5)        (35.0)     (29.3)     (29.3)
items
                           _______   ______      _______    _______    _______
Profit before taxation       98.9     93.8         126.0      112.7      112.7
Taxation                     (4.9)    (4.7)         (6.3)      91.2       (5.6)
                           _______   ______      _______    _______    _______
Profit after taxation        94.0     89.1         119.7      203.9      107.1
Equity minority                 -     (0.1)            -       (0.1)      (0.1)
interests
                           _______   ______      _______    _______    _______
Profit for the period        94.0     89.0         119.7      203.8      107.0
                           _______   ______      _______    _______    _______

Basic earnings per share    13.6c    12.9c         17.3c      29.4c      15.4c
Diluted earnings per        13.5c    12.9c         17.2c      29.4c      15.4c
Share
Basic and diluted           $0.54    $0.52         $0.69      $1.18      $0.62
earnings per ADS
Dividend per share           3.0c     3.0c          6.0c       6.0c       6.0c
Dividend per ADS            $0.12    $0.12         $0.24      $0.24      $0.24
Weighted average number
of shares in issue
(millions)
- - Basic                     692.3    692.6         692.2      692.6      692.6
- - Diluted                   697.8    692.6         697.5      692.6      692.6


Set out below is the text of a letter from KPMG relating to the
Profit Forecast:

The Directors
P&O Princess Cruises plc
77 New Oxford Street
London WC1A 1PP

The Directors
Salomon Brothers International Limited,
trading as Schroder Salomon Smith Barney
Citigroup Centre
33 Canada Square, Canary Wharf
London E14 5LB
8 October 2002


Dear Sirs

P&O Princess Cruises plc
We  have  reviewed the accounting policies and calculations for  the
forecast of basic earnings per share of P&O Princess Cruises plc and
its subsidiary undertakings ("P&O Princess") for the year ending  31
December  2002 set out in an appendix to P&O Princess'  announcement
dated  8 October 2002 ("the announcement"). The Directors are solely
responsible for the forecast.
The  forecast includes results shown by published unaudited  interim
management  accounts for the six months ended 30 June  2002  and  by
unaudited  management accounts for the two months  ended  31  August
2002.
We  conducted  our work in accordance with Statements of  Investment
Circular Reporting Standards issued by the Auditing Practices Board.
In  our opinion the forecast, so far as the accounting policies  and
calculations are concerned, has been properly compiled on the  basis
of the assumptions made by the directors set out in the announcement
and  is presented on a basis consistent with the accounting policies
normally adopted by P&O Princess.
The  above  opinion  is  provided solely on  the  basis  of  and  in
accordance with practice established in the United Kingdom.  In  the
United  States, reporting standards and practice are  different  and
the  role  of  the  reporting accountant does not  provide  for  the
expression  of an opinion with respect to a forecast of attributable
profit except in the context of minimum presentation guidelines with
which   the  profit  forecast  presented  herein  does  not  comply.
Consequently,  under United States practice and  standards,  we  are
unable to express any opinion with respect to the profit forecast.
The  work  we  have carried out on the forecast is  solely  for  the
purposes  of reporting to the Directors of the Company and hence  to
the existing members of the Company, and to the directors of Salomon
Brothers  International Limited, trading as Schroder  Salomon  Smith
Barney.  As a result, we assume no responsibility to any offeror  in
respect of or arising out of or in connection with our work  on  the
forecast.

Yours sincerely


KPMG Audit Plc

Set out below is the text of a letter from Schroder Salomon
Smith Barney relating to the Profit Forecast:


                                   Schroder Salomon Smith Barney
                                                Citigroup Centre
                                                   Canada Square
                                                    Canary Wharf
                                                  London E14 5LB


                                                  8 October 2002


The Directors
P&O Princess Cruises plc
77 New Oxford Street
London WC1A 1PP



Dear Sirs,

We  have  discussed  the  profit  forecast  and  the  basis  and
assumptions on which it has been prepared with you as  directors
of  P&O  Princess Cruises plc ("P&O Princess").   We  have  also
discussed  the  accounting  policies and  calculations  for  the
profit  forecast  with KPMG Audit plc, P&O Princess's  auditors,
and we have considered their letter of today's date addressed to
yourselves on this matter.

On  the  basis  of  the foregoing, we consider that  the  profit
forecast  referred  to  above, for which you  as  directors  are
solely  responsible,  has  been  compiled  with  due  care   and
consideration by the directors.

                        Yours faithfully,
                      for and on behalf of
             Salomon Brothers International Limited


                            Ian Hart
                        Managing Director





             Salomon Brothers International Limited
   Registered Office: Citigroup Centre, Canada Square, Canary
                      Wharf, London E14 5LB
 Registered in England    Registered Number 1763297    Regulated
                           by the FSA