CARNIVAL PLC

CARNIVAL PLC 
                 (formerly known as P&O Princess Cruises plc) 
(Incorporated in England and Wales with limited liability under the Companies 
             Act 1985, registered number 4039524)(the "Company") 
                                        
                                        
                             NOTICE OF AMENDMENT 
                                        
                           to the holders of those 
                                        
                      $284,750,000 7.30% Notes Due 2007 
                  (CUSIP:   693070AC8; ISIN:  US693070AC86) 
                                        
                                   - and - 
                                        
                   $192,000,000 7.875% Debentures Due 2027 
                   (CUSIP:  693070AD6; ISIN:  US693070AD69) 
                                        
                     of the Company presently outstanding 
                              (the "Securities") 
 
    NOTICE IS HEREBY GIVEN by the Company that on 15 July, 2003, having 
received the requisite consents of the holders of the Securities, the 
indenture governing the terms of the Securities (the "Indenture") was amended 
and Carnival Corporation guaranteed the Company's monetary obligations under 
the Indenture on an unsubordinated, unsecured basis (the "Guarantee").  The 
amendments to the Indenture reflect the implementation on 17 April, 2003 of 
the dual listed company structure between Carnival Corporation and the Company 
and the issuance of the Guarantee by Carnival Corporation.    
 
    For additional information regarding the terms of the Securities, as 
amended, and the Guarantee, please refer to the prospectus dated 16 June, 2003 
relating to the consent solicitation.  A copy of the prospectus, which is 
contained in the Company's and Carnival Corporation's joint registration 
statement on Form S-4, is available at the Document Viewing Facility of the 
Financial Services Authority at 25 The North Colonnade, London E14 5HS 
(Telephone: [phone]). 
 
     
    This Notice is given by: 
     
    CARNIVAL plc  
    5 Gainsford Street, London SE1 2NE 
     
    Dated:  17 July, 2003      
 
SOURCE  Carnival Corporation & plc 
    -0-                             07/17/2003 
    /CONTACT:     / 
    /Web site:  http://www.carnivalcorp.com/ 
    (CCL)