UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
               PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                            P&O PRINCESS CRUISES PLC
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             (Exact name of registrant as specified in its charter)

            England and Wales                                None
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(State of incorporation or organization)    (I.R.S. Employer Identification No.)

P&O Princess Cruises plc
77 New Oxford Street
London, England WC1A 1PP
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(Address of principal executive offices)                  (Zip Code)
Securities to be registered pursuant to
      Section 12(b) of the Act:


      Title of each class                        Name of each exchange on which
      to be so registered                        each class is to be registered

Special Voting Share,(pound)1.00 par value       New York Stock Exchange, Inc.
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Trust Shares of beneficial interest in           NYSE (derivatively through the
the P&O Princess Special Voting Trust            Special Voting Share)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|

Securities Act registration statement file number to which this form
relates:   333-102442
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Securities to be registered pursuant to Section 12(g) of the Act.

                                      None
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                                (Title of class)


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                                (Title of class)




                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         A complete  description  of the Special Voting Share,  (pound)1.00  par
value,  and the Trust Shares of beneficial  interest in the P&O Princess Special
Voting Trust that are to be registered  hereunder is contained under the heading
"THE DLC  TRANSACTION"  under the captions "The DLC Structure",  "Special Voting
Entities;  Special Voting  Shares" and "Trust Shares of Beneficial  Interest" in
the Prospectus forming part of the Registration  Statement on Forms S-4/F-4 (No.
333-102442)   of  P&O  Princess   Cruises  plc  (the   "Company")  and  Carnival
Corporation,   filed  with  the   Securities   and  Exchange   Commission   (the
"Commission") on January 10, 2003, and as amended by Amendment No. 1 on February
25, 2003 and by Amendment  No. 2 on March 14, 2003 (as so amended,  the "S-4/F-4
Registration  Statement"),  under the  Securities  Act of 1933,  as amended (the
"Securities Act"). Such description is hereby incorporated by reference.

ITEM 2. EXHIBITS

         The following  exhibits to this  Registration  Statement are annexed to
the S-4/F-4 Registration Statement, and are hereby incorporated by reference.

EXHIBIT NUMBER     EXHIBIT

   1.              Offer   and   Implementation   Agreement   between   Carnival
                   Corporation  and P&O Princess  Cruises plc,  dated January 8,
                   2003 (incorporated by reference to Annex A-1 of Amendment No.
                   2 of the Registration Statement).

   2.              Form  of  Equalization  and  Governance   Agreement   between
                   Carnival   Corporation   and   P&O   Princess   Cruises   plc
                   (incorporated by reference to Annex A-2 of Amendment No. 2 of
                   the Registration Statement).

   3.              Form of SVE Special Voting Deed among  Carnival  Corporation,
                   [Carnival  SVC]  Limited,  P&O  Princess  Cruises  plc,  [P&O
                   Princess  Trustee] and [Carnival SVC Owner]  (incorporated by
                   reference to Annex A-3 of Amendment No. 2 of the Registration
                   Statement).

   4.              Form of Amended  Memorandum  of  Association  of P&O Princess
                   Cruises  plc  (incorporated  by  reference  to  Annex  A-6 of
                   Amendment No. 1 of the Registration Statement).

   5.              Form of  Amended  Articles  of  Association  of P&O  Princess
                   Cruises  plc  (incorporated  by  reference  to  Annex  A-7 of
                   Amendment No. 1 of the Registration Statement).

   6.              Form of Pairing Agreement between Carnival Corporation,  [P&O
                   Princess  Trustee]  and  [Transfer  Agent]  (incorporated  by
                   reference to Annex B of Amendment  No. 2 of the  Registration
                   Statement).

   7.              Form of Voting Trust Deed between  Carnival  Corporation  and
                   [Trustee]  (incorporated by reference to Annex C of Amendment
                   No. 2 of the Registration Statement).




                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                              P&O Princess Cruises plc



Date: March 20, 2003                          By: /s/ Nick Luff
      --------------                              -----------------------------
                                                  Name:  Nick Luff
                                                  Title: Chief Financial Officer