Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Since the adoption of the Articles of Association of Carnival plc in April 2003 at the time of the establishment of the dual listed company structure, there have been a number of developments in company law in the United Kingdom, including most significantly the enactment of the Companies Act 2006. This legislation has given rise to a number of changes to law and practice affecting public listed companies in the United Kingdom.

In order to take account of these changes, at the joint annual meetings of shareholders of Carnival Corporation and Carnival plc held on April 15, 2009, our shareholders adopted amended and restated Articles of Association of Carnival plc, which are consistent with current law and practice and with the changes brought about by the Companies Act 2006. The amendments to the Articles of Association of Carnival plc were described in our joint annual proxy statement filed with the U.S. Securities and Exchange Commission on March 2, 2009.

As a result of the amendments to the Articles of Association of Carnival plc and in response to corporate governance developments in the United Kingdom and United States, on April 14, 2009, our Board of Directors adopted the Third Amended and Restated By-Laws of Carnival Corporation, subject to shareholder approval of the amended and restated Articles of Association of Carnival plc. Simultaneous with the shareholder approval of the amendments to the Carnival plc Articles of Association on April 15, 2009, the Third Amended and Restated By-Laws became effective.The Third Amended and Restated By-Laws:

• amend Section 2.2 and add Section 3.22 to (a) adopt advance notice provisions to require shareholders to provide advance notice of their intention to submit proposals or director nominations prior to shareholder meetings, including procedures and timelines for such shareholder proposals and director nominations and (b) adopt requirements for any proposing shareholder to provide Carnival Corporation with certain information;

• add Section 3.21 to include a provision authorizing the Board of Directors of Carnival Corporation to act by written consent, consistent with the Third Amended and Restated Articles of Incorporation of Carnival Corporation; and

• add Section 3.23 to permit the Carnival Corporation board of directors to waive a conflict of interest (and certain fiduciary duties owed to the company) for a director if certain conditions set by the board are met.

In addition, on April 15, 2009, the Carnival plc Memorandum of Association was amended to reflect the increase in the authorized share capital of Carnival plc, which was approved by shareholders at the joint annual meetings of shareholders of Carnival Corporation and Carnival plc held on April 15, 2009.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Third Amended and Restated By-Laws of Carnival Corporation.

3.2 Memorandum of Association of Carnival plc.

3.3 Articles of Association of Carnival plc.

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