MIAMI and LONDON, Jan. 29, 2002 -- Carnival notes today's
announcement by the UK Secretary of State for Trade and Industry that the
proposed Royal Caribbean/P&O Princess deal has been referred to the UK
Competition Commission. The Competition Commission is due to make its report
by 20 May 2002 although the ultimate decision of the Secretary of State will
not be available until some time after that.

Both the Carnival and Royal Caribbean proposals are conditional on the
result of antitrust reviews in Europe and the US and these reviews will still
be outstanding on 14 February 2002, the date of P&O Princess' EGM. The
Secretary of State's decision does not affect the advice that Carnival has
received about the prospects for clearance of its Offer by the European
Commission. Carnival continues to believe strongly that the interests of P&O
Princess Shareholders are best served by delaying the EGM so that any decision
on the merits of the competing proposals can be made after the results of the
antitrust reviews are known.

Micky Arison, the Chairman and Chief Executive of Carnival, said:

"P&O Princess has claimed that the Royal Caribbean proposal is more
deliverable than Carnival's offer on antitrust grounds. P&O Princess'
analysis has proven to be wrong and today's decision by the Secretary of State
makes P&O Princess' determination not to speak to us totally indefensible.

Carnival has said all along that both transactions are similarly situated
from a regulatory standpoint. The logic for postponing the EGM has been
reinforced by the Secretary of State's decision today. The P&O Princess
board's advice to its shareholders on regulatory issues raises significant
questions about its credibility."

Terms used in this announcement have the same meaning as in the Announcement
dated 16 December 2001.

The directors of Carnival accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of
the directors of Carnival (who have taken all reasonable care to ensure 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 except that the only
responsibility accepted by them for the information in this announcement
relating to P&O Princess and Royal Caribbean which has been compiled from
published sources is to ensure that the information has been correctly and
fairly reproduced and presented.

Merrill Lynch International and UBS Warburg Ltd., a subsidiary of UBS AG,
are acting as joint financial advisors and joint corporate brokers exclusively
to Carnival and no-one else in connection with the Offer and will not be
responsible to anyone other than Carnival for providing the protections
afforded to clients respectively of Merrill Lynch International and UBS
Warburg Ltd. as the case may be or for providing advice in relation to the
Offer.

SHAREHOLDER DISCLOSURE OBLIGATIONS

Any person who, alone or acting together with any other person(s) pursuant
to an agreement or understanding (whether formal or informal) to acquire or
control securities of P&O Princess or Carnival, owns or controls, or become
the owner or controller, directly or indirectly of 1 per cent. or more of any
class of securities of P&O Princess or Carnival is generally required under
the provisions of Rule 8 of the City Code to notify the London Stock Exchange
and the Panel of every dealing in such securities during the period from the
date of the Announcement until the first closing date of the Offer or, if
later, the date on which the Offer becomes, or is declared, unconditional as
to acceptances or lapses.

Disclosure should be made on an appropriate form before 12 noon (London
time) on the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange (fax number: +44 20 7588 6057) and to the Panel (fax number:
+44 20 7256 9386).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this announcement constitute "forward-looking
statements" within the meaning of the US Private Securities Litigation Reform
Act of 1995. Carnival has tried, wherever possible, to identify such
statements by using words such as "anticipate," "assume," "believe," "expect,"
"intend," "plan" and words and terms of similar substance in connection with
any discussion of future operating or financial performance. These forward-
looking statements, including those which may impact the forecasting of
Carnival's net revenue yields, booking levels, price, occupancy or business
prospects, involve known and unknown risks, uncertainties and other factors,
which may cause Carnival's actual results, performances or achievements to be
materially different from any future results, performances or achievements
expressed or implied by such forward-looking statements. Such factors
include, among others, the following: general economic and business conditions
which may impact levels of disposable income of consumers and the net revenue
yields for Carnival's cruise products; consumer demand for cruises and other
vacation options; other vacation industry competition; effects on consumer
demand of armed conflicts, political instability, terrorism, the availability
of air service and adverse media publicity; increases in cruise industry and
vacation industry capacity; continued availability of attractive port
destinations; changes in tax laws and regulations; Carnival's ability to
implement its shipbuilding program and to continue to expand its business
outside the North American market; Carnival's ability to attract and retain
shipboard crew; changes in foreign currency rates, security expenses, food,
fuel, insurance and commodity prices and interest rates; delivery of new ships
on schedule and at the contracted prices; weather patterns; unscheduled ship
repairs and dry-docking; incidents involving cruise ships; impact of pending
or threatened litigation; and changes in laws and regulations applicable to
Carnival.

Carnival cautions the reader that these risks may not be exhaustive.
Carnival operates in a continually changing business environment, and new
risks emerge from time to time. Carnival cannot predict such risks nor can it
assess the impact, if any, of such risks on its business or the extent to
which any risk, or combination of risks may cause actual results to differ
from those projected in any forward-looking statements. Accordingly,
forward-looking statements should not be relied upon as a prediction of actual
results. Carnival undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

CARNIVAL PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 AND A STATEMENT
ON SCHEDULE TO WITH THE US SECURITIES AND EXCHANGE COMMISSION IN CONNECTION
WITH COMMENCEMENT OF THE OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND
OTHER DOCUMENTS RELATING TO THE OFFER. CARNIVAL PLANS TO MAIL THE PROSPECTUS
CONTAINED IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS WHEN THE FORM S-4 IS
FILED WITH THE SEC. THE FORM S-4, THE PROSPECTUS AND THE SCHEDULE TO WILL
CONTAIN IMPORTANT INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE OFFER AND
RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4, THE
PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT
TO THE OFFER. THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO AND ALL OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER WILL BE AVAILABLE
WHEN FILED FREE OF CHARGE AT THE SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION,
THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE OFFER WILL BE MADE AVAILABLE TO INVESTORS FREE OF CHARGE BY WRITING TO TIM
GALLAGHER AT CARNIVAL CORPORATION, CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI,
FLORIDA, 33178-2428, US.

IN ADDITION TO THE FORM S-4, PROSPECTUS, THE SCHEDULE TO AND THE OTHER
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE OFFER, CARNIVAL IS
OBLIGATED TO FILE ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND
OTHER INFORMATION WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS,
STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC
REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL
THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE
ROOM. FILINGS WITH THE SEC ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL
DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV.