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               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):  October 16, 2006


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


              REPUBLIC OF PANAMA                                       ENGLAND AND WALES
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(State or other jurisdiction of incorporation)          (State or other jurisdiction of incorporation)

                    1-9610                                                  1-15136
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           (Commission File Number)                                 (Commission File Number)


                  59-1562976                                               98-0357772
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     (I.R.S. Employer Identification No.)                      (I.R.S. Employer Identification No.)

                                                                        CARNIVAL HOUSE,
                                                                      5 GAINSFORD STREET,
              3655 N.W. 87TH AVENUE                                     LONDON, SE1 2NE,
            MIAMI, FLORIDA 33178-2428                                    UNITED KINGDOM
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    (Address of principal executive offices)                  (Address of principal executive offices)
                 (Zip code)                                                (Zip code)

               (305) 599-2600                                        011 44 20 7940 5381
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        (Registrant's telephone number,                         (Registrant's telephone number,
              including area code)                                     including area code)

                   NONE                                                       NONE
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 (Former name or former address, if changed                 (Former name or former address, if changed
            since last report)                                          since last report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants under any of
the following provisions:

     |_|   Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

     |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

     |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

     |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

              On October 16, 2006,  the  Compensation  Committees  of Carnival
Corporation  and  Carnival plc (the  "Company")  approved  the  amendment  and
complete  restatement of the pension plan (the "Plan") previously  established
for Peter  Ratcliffe,  the Chief  Executive  Officer of P&O  Princess  Cruises
International  and a member of the Boards of  Directors  of the  Company.  The
purpose of the amendment to the Plan is to maintain the level of benefits that
Mr.  Ratcliffe was entitled to prior to his  withdrawal  from the P&O Princess
Cruises Pension Scheme on April 5, 2006. The Plan,  which was previously known
as the Princess Cruises Special Senior Executive Supplemental Retirement Plan,
will now be known as the Princess Cruises Chief Executive Officer Supplemental
Retirement Plan.

              The Plan maintains the same level of retirement  benefit for Mr.
Ratcliffe based on a percentage of his salary and based on a normal retirement
age of 60. There will be no reduction in his  retirement  benefit for an early
retirement  at the request of the Company.  However,  his  retirement  benefit
would be reduced to take into account  early  payment for an early  retirement
for other  reasons.  The Company has created a trust to  accumulate  assets to
fund its  obligations to Mr.  Ratcliffe under the Plan. The description of the
Plan set  forth in this  Item  1.01 does not  purport  to be  complete  and is
qualified  in its  entirety  by  reference  to the copy of the  Plan  filed as
Exhibit 10.1 to this Form 8-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

        (d)   Exhibits.

         EXHIBIT NUMBER      DESCRIPTION
         --------------      -----------

         10.1                Princess Cruises Chief Executive Officer
                             Supplemental Retirement Plan







                                  SIGNATURES

              Pursuant to the  requirements of the Securities  Exchange Act of
1934,  each of the  registrants  has duly caused this report on Form 8-K to be
signed on its behalf by the undersigned, hereunto duly authorized.


CARNIVAL CORPORATION                            CARNIVAL PLC


/s/ Arnaldo Perez                               /s/ Arnaldo Perez
----------------------                          ----------------------
Name:  Arnaldo Perez                            Name:  Arnaldo Perez
Title: Senior Vice President,                   Title: Senior Vice President,
       General Counsel and                             General Counsel and
       Secretary                                       Company Secretary

Date:  October 20, 2006                         Date:  October 20, 2006








                                 EXHIBIT LIST

         EXHIBIT NUMBER      DESCRIPTION
         --------------      -----------

         10.1                Princess Cruises Chief Executive Officer
                             Supplemental Retirement Plan