16th April 2003

                    P&O Princess Cruises plc (the Company)                     

Notification of Interests of Directors

The Company announces changes to the interests of directors in the shares of
the company as set out below.

Share Awards for 2002 bonus

As disclosed in the Company's annual report published last month, 50% of each
director's bonus for the year ended 31 December 2002 is in the form of an award
(Share Award) over ordinary shares of 50 cents each in the Company (Shares),
granted under the rules of the P&O Princess Cruises Deferred Bonus and
Co-Investment Matching Plan (the Matching Plan). The grant of Share Awards
relating to the 2002 bonuses would normally have been made shortly after the
announcement of the 2002 results of the company in February 2003 but, on this
occasion, has been delayed until the completion of the dual listed company
transaction (the DLC Transaction) with Carnival Corporation (Carnival).

On 15 April 2003, The Royal Bank of Scotland Trust Company (Jersey) Limited
(the Trustee), trustee of the P&O Princess Cruises Employee Benefit Trust (the 
Trust), granted Share Awards to two directors in relation to their bonuses for
2002, as set out below. In accordance with the rules of the Matching Plan, no
consideration was paid for the grant of the awards.

                                   Share Award            
                                                          
                             Value         No. of shares  
                                                          
Lord Sterling                   �123,750            26,613
                                                          
Nick Luff                       �101,250            21,774

As a result of the DLC Transaction with Carnival, and as set out in the
Circular sent to shareholders on 17 March 2003 regarding the DLC Transaction,
these Share Awards are exercisable by the individuals concerned immediately.
Each of Lord Sterling and Nick Luff has exercised his award for the payment of
�1. Lord Sterling has sold, at a price of 465p, 10,911 of the Shares he
received in order to meet the tax liability resulting from the exercise of the
Share Award. He has retained the remaining 15,702 Shares. Nick Luff has sold,
also at a price of 465p, all 21,774 of the Shares he received. Matching Awards
were not granted against these Share Awards as they would have been outstanding
for less than 12 months at the time of completion of the DLC Transaction, and
hence would have lapsed in accordance with the rules of the Matching Plan.

The remaining executive director, Peter Ratcliffe, will continue as a director
of the company after the DLC Transaction. Notwithstanding the potential release
of the award due to completion of the DLC Transaction, Peter Ratcliffe has
agreed to leave the Share Award relating to his 2002 bonus in retention.
Consequently, this Share Award, and the related Matching Award, will be granted
to Peter Ratcliffe after completion of the DLC Transaction.

Grant of Executive Share Options

On 15 April 2003, in accordance with its normal practice for annual grants of
share options, the following options to subscribe for Shares were granted under
the P&O Princess Cruises Executive Share Option Plan (the "Option Plan") to
Directors of the Company. These options would normally have been granted
shortly after the announcement of the 2002 results of the company in February
2003 but, on this occasion, the grant has been delayed until the completion of
the dual listed company transaction the DLC Transaction.

Director                  Number of Shares under option        Exercise price
                                                                             
Peter Ratcliffe                                 170,400                 $7.32
                                                                             
Nick Luff                                        54,530                  465p
                                                                             
Nick Luff                                        54,530                 $7.32

The exercise price of 465p is the mid market price at the time of grant. The
exercise price of $7.32 was determined by converting the sterling exercise
price to dollars at an exchange rate of $1.574=�1.

These grants were part of a general grant of options made to employees under
the Option Plan as a result of which options over a total of approximately five
million Shares have been granted to approximately 800 employees. These options
are normally exercisable between the third and tenth anniversaries of the date
of grant.

The number and price of the options will be adjusted to take account of the
share consolidation that will occur due to the DLC Transaction.

Exercise of existing share and matching awards

Directors hold LTIP Awards, Share Awards and Matching Awards in the Matching
Plan as a result of awards rolled over from the P&O Long Term Incentive Plan at
the time of demerger, and as a result of awards in connection with bonuses for
2000 and 2001. As a result of the DLC Transaction, and as set out in the
Circular sent to shareholders on 17 March 2003, these awards are now
exercisable. Accordingly, on 15 April 2003, Directors exercised awards granted
to them under the Matching Plan as follows:

Director                             LTIP and Share     Matching        Total
                                             Awards       Awards             
                                                                             
Lord Sterling                               298,337      150,852      449,189
                                                                             
Peter Ratcliffe                             176,220      251,452      427,672
                                                                             
Nick Luff                                    72,249      143,273      215,522

Lord Sterling has sold, at a price of 465p, 184,168 of the Shares he received
in order to meet the tax liability resulting from the exercise of these awards.
He has retained the remaining 265,021 Shares. Peter Ratcliffe has sold, at a
price of 465p, 88,110 of the Shares he received in order to meet the tax
liability resulting from the exercise of the LTIP and Share Awards. He has
retained the remaining 88,110 Shares. He has also sold, at a price of 465p, all
251,452 Shares he received from exercising his Matching Awards. Nick Luff has
sold, also at a price of 465p, all 215,522 of the Shares he received.

Following these transactions, including the exercise of awards relating to 2002
bonuses as described above, the Directors' direct interests in Ordinary Shares
of the Company, excluding remaining Share Awards, Matching Awards and Share
Options, are as follows:

                           Ordinary shares   
                                             
Lord Sterling                       1,349,213
                                             
Peter Ratcliffe                       241,038
                                             
Nick Luff                              55,574

P&O Princess Cruises Employee Benefit Trust

Shares required to satisfy the exercise of Share Awards or Matching Awards are
held by the Trust. In order to meet awards being made, the Trustee has acquired
913,731 Shares. The Trustee has released 1,785,472 Shares as a result of the
exercise of awards. As a result, the Trustee now holds a balance of 603,742
Shares. Each of the directors listed above is a potential beneficiary of the
Trust and is regarded for Companies Act purposes as interested in all the
Shares held by the Trust, although the Shares held are also for the benefit of
other employees of the Company. Despite the technical interest in the Shares, a
director will only be entitled to receive from the Trust that number of Shares
to which he would be entitled on exercise of an award or option which has been
granted to him.

The directors of P&O Princess accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of P&O Princess (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.



END