FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934


For the month of October, 2004

ROYAL CARIBBEAN CRUISES LTD.

1050 Caribbean Way, Miami, Florida 33132
(Address of principal executive offices)



        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

                                                                 Form 20-F |X|                                         Form 40-F |_|

        Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                                                       Yes |_|                                                    No |X|

         [If "Yes" is marked indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-______.]



News From
Royal Caribbean Cruises Ltd.                              

Corporate Communications Office
1050 Caribbean Way, Miami, Florida 33132-2096


                                                                                           Contact: Lynn Martenstein or Dan Mathewes
                                                                                                         (305) 539-6570 or (305) 539-6153

                                                        For Immediate Release


ROYAL CARIBBEAN REPORTS RECORD THIRD QUARTER EARNINGS

MIAMI – (October 21, 2004) – Royal Caribbean Cruises Ltd. (NYSE, OSE: RCL) announced today that net income for the third quarter of 2004 was $282.5 million, or $1.33 per share. This compares to $191.9 million, or $0.97 per share, for the third quarter of 2003. Revenues for the third quarter of 2004 increased 23.7% to $1.4 billion from revenues of $1.1 billion in the third quarter of 2003. The increase in revenues was attributable to a 10.8% increase in capacity coupled with an increase in cruise ticket prices and onboard revenues. Gross Yields for the third quarter of 2004 increased 11.7% from the third quarter of 2003. Net Yields, which the company considers a better measure of revenue performance, increased 12.8% from the third quarter of 2003. As a result, Net Yields for the quarter not only returned to pre-9/11 levels, but also surpassed levels reached in the third quarter of 2000 and 1999. Occupancy reached 109.0%, up from 107.7% in the third quarter of 2003, which approaches levels achieved in 2000 of 109.7%.

“Clearly we’re doing something right,” said Richard D. Fain, chairman and chief executive officer. “The improvement in the market and in the position of our brands is very gratifying.”

The company also reported that advanced booking volumes continue to be encouraging. Both pricing and load factors for the fourth quarter of 2004 are ahead of the same time last year. Accordingly, the company forecasts that Net Yields for the fourth quarter of 2004 will increase in the range of 4% to 5%, compared to the same period last year. As a result, the company expects Net Yields for the full year 2004 to increase approximately 9% from the prior year.


The company noted several developments that occurred during the third quarter of 2004:

•   A unique series of hurricanes hit Florida and several important Caribbean island destinations. While some storm activity is not unusual, this series of storms was exceptionally disruptive because of a unique combination of their path, their speed and their timing. Not only was this season the most costly in the company’s 33-year history, it was worse than all the previous seasons combined. Lost revenue and extra costs associated with these hurricanes impacted the company’s third quarter earnings by $0.10 per share.  
•   A French-built propulsion pod on Celebrity’s GTS Summit failed, necessitating an emergency drydocking of the vessel.  
•   The company exercised its option to build a second Ultra-Voyager ship at the Kvaerner Masa-Yards in Finland, to be delivered in the spring of 2007. The two Ultra-Voyager ships will be approximately 15 percent larger than their Voyager-class predecessors, with a double occupancy capacity of approximately 3,600 passengers.  

Gross Cruise Costs and Net Cruise Costs, on a per Available Passenger Cruise Day basis, for the third quarter of 2004 increased 7.4% and 6.7%, respectively, compared to the same quarter in 2003. Included in the third quarter of 2003 was a reduction in Net Cruise Costs of $5.8 million recorded in connection with the resolution of a litigation settlement. The increase in Net Cruise Costs is primarily attributable to costs related to hurricanes and increases in fuel and port expenses.


The company noted several factors that it expects to affect the fourth quarter of 2004:

•   Because Hurricane Jeanne impacted sailings ending in the fourth quarter, it will affect both revenue and expenses in the fourth quarter. The company estimates that the net impact will be approximately $0.02 to $0.03 per share.  
•   During the fourth quarter of 2004, a new accounting rule will become effective. The new rule requires all shares contingently issuable under the company’s convertible debt instruments be included in the calculation of diluted earnings per share. Upon adoption, the company estimates that the accounting rule will reduce 2004 full year earnings per share by approximately $0.02 to $0.03. In addition to impacting earnings per share for 2004 and future periods, the new rule will require the company to restate historical earnings per share.  
•   During the first nine months of 2004, the company accrued taxes associated with new regulations, the implementation of which is now expected to be deferred until 2005. If deferred, the accrual will be reversed in the fourth quarter in an amount equal to approximately $0.04 per share. Starting in 2005, the company will accrue this tax on an ongoing basis.  

The company estimates that Net Cruise Costs, on a per Available Passenger Cruise Day basis, for the fourth quarter of 2004 will increase approximately 3%, compared to the same quarter in 2003. This increase is primarily due to an increase in selling, general and administrative expenses, crew payroll expenses and port expenses.

Based upon these expectations, management is comfortable with the current consensus estimate for the fourth quarter of 2004.

Looking forward to the 2005 booking environment, demand for products of Royal Caribbean International and Celebrity Cruises remains strong. Through its strategic pricing approach, the company continues to generate early demand for its products, resulting in load factors that are ahead of the same time last year. While the company does not have enough visibility to provide specific yield guidance for 2005, demand remains stronger than at the same time last year and early indications point to a positive yield environment.


The Company indicated other items affecting 2005:
•   Fuel costs continue to be an important variable. Although the price “at-the-pump” for the types of fuel used by the company has risen during 2004, it has not risen as rapidly as the price of benchmark crude oil. As a result, if crude oil prices remain at their current level and if the relationship between crude oil prices and “at-the-pump” prices shifts towards previous levels, the company would incur substantial additional costs.  
•   The Enchantment of the Seas is scheduled to be stretched in the spring of 2005 with a new 73-foot midsection. In connection with this project, the ship will be out of service from May through early July. In addition to lost revenue associated with a decrease in Available Passenger Cruise Days, the company estimates incremental operating expenses associated with this project will be approximately $10.0 million.  

The company has scheduled a conference call at 10 a.m. eastern daylight time today to discuss its earnings. This call can be listened to live or on a delayed basis, on the company’s investor relations web site at www.rclinvestor.com.

Terminology

Available Passenger Cruise Days

Available Passenger Cruise Days represent double occupancy per cabin multiplied by the number of cruise days for the period.

Gross Yields

Gross Yields represent total revenues per Available Passenger Cruise Day.

Net Yields

Net Yields represent Gross Yields less commissions, transportation and other expenses and onboard and other expenses per Available Passenger Cruise Day. We utilize Net Yields to manage our business on a day-to-day basis and believe that it is the most relevant measure of our pricing performance. We have not provided a quantitative reconciliation of projected Gross Yields to projected Net Yields due to the significant uncertainty in projecting the costs deducted to arrive at this measure. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.

Gross Cruise Costs

Gross Cruise Costs represent the sum of total operating expenses plus marketing, selling and administrative expenses.

Net Cruise Costs

Net Cruise Costs represent Gross Cruise Costs excluding commissions, transportation and other expenses and onboard and other expenses. In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs to be the most relevant indicator of our performance. We have not provided a quantitative reconciliation of projected Gross Cruise Costs to projected Net Cruise Costs due to the significant uncertainty in projecting the costs deducted to arrive at this measure. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.

Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates Royal Caribbean International and Celebrity Cruises, with a combined total of 29 ships in service and two under construction. The company also offers unique cruisetour vacations in Alaska, Canada and Europe. Additional information can be found on www.royalcaribbean.com, www.celebrity.com or www.rclinvestor.com.

Certain statements in this news release are forward-looking statements. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Such factors include general economic and business conditions, vacation industry competition (including cruise industry competition), changes in vacation industry capacity (including cruise capacity), the impact of tax laws and regulations affecting our business or our principal shareholders, the impact of changes in other laws and regulations affecting our business, the impact of pending or threatened litigation, the delivery of scheduled new ships, emergency ship repairs, incidents involving cruise ships, reduced consumer demand for cruises as a result of any number of reasons (including armed conflict, terrorist attacks, geo-political and economic uncertainties or the unavailability of air service), changes in our stock price, interest rates, oil prices or foreign currency exchange rates, weather and other factors described in further detail in Royal Caribbean Cruises Ltd.‘s filings with the Securities and Exchange Commission. The above examples are not exhaustive and new risks emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, certain financial measures in this news release constitute non-GAAP financial measures as defined by Regulation G. A reconciliation of these items can be found on our investor relations website at www.rclinvestor.com.

Financial Tables Follow

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share data)


Third Quarter Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
Passenger ticket revenues     $ 1,021,148    $ 817,772    $ 2,655,795    $ 2,134,719   
Onboard and other revenues       364,959      302,427      934,995      771,485   
       Total revenues       1,386,107      1,120,199      3,590,790      2,906,204   
 
Operating expenses    
  Commissions, transportation and other       235,153      198,467      645,609      522,816   
  Onboard and other       108,745      87,780      243,922      200,513   
  Payroll and related       124,084      109,511      364,013      314,536   
  Food       70,223      61,816      201,814      177,073   
  Other operating       249,198      193,781      693,875      569,452   
     Total operating expenses       787,403      651,355      2,149,233      1,784,390   
     
Marketing, selling and administrative    
  expenses       141,035      129,016      434,594      372,457   
Depreciation and amortization expenses       99,288      90,667      293,528      268,051   
Operating income       358,381      249,161      713,435      481,306   
Other income (expense)                            
  Interest income       2,744      1,269      5,526      3,183   
  Interest expense, net of capitalized interest       (78,575)     (67,133)     (231,461)     (198,767)  
  Other income (expense)           (79)     8,570      12,976      14,991   
        (75,910)     (57,294)     (212,959)     (180,593)  
Net income     $ 282,471    $ 191,867    $ 500,476    $ 300,713   
EARNINGS PER SHARE:    
  Basic     $ 1.42    $ 0.99    $ 2.52    $ 1.55   
  Diluted     $ 1.33    $ 0.97    $ 2.38    $ 1.53   
WEIGHTED-AVERAGE SHARES OUTSTANDING:    
  Basic       199,107      194,402      198,442      193,535   
  Diluted       216,862      198,663      216,513      196,489   

STATISTICS

Third Quarter Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
Occupancy Percentage       109.0 %   107.7 %   106.5 %   103.8 %
Passenger Cruise Days       5,975,395     5,327,500     17,126,559     14,880,616  
Available Passenger Cruise Days       5,483,030     4,947,414     16,084,892     14,337,710  

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

As of
 
        September 30,
2004		     December 31,
2003		  
(unaudited)
ASSETS    
Current assets        
   Cash and cash equivalents     $ 740,874      $     330,086   
   Trade and other receivables, net       86,701      89,489   
   Inventories       60,069      53,277   
   Prepaid expenses and other assets       95,669      101,698   
           Total current assets       983,313      574,550   
Property and equipment — at cost less accumulated depreciation and    
   amortization       10,176,534      9,943,495   
Goodwill — less accumulated amortization of $138,606       278,561      278,561   
Other assets       563,361      526,136   
      $ 12,001,769      $11,322,742   
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities    
   Current portion of long-term debt     $ 955,309      $     315,232   
   Accounts payable       175,092      187,756   
   Accrued expenses and other liabilities       324,742      271,944   
   Customer deposits       842,524      729,595   
           Total current liabilities       2,297,667      1,504,527   
Long-term debt       4,888,114      5,520,572   
Other long-term liabilities       37,339      34,746   
Commitments and contingencies    
Shareholders' equity    
   Common stock ($.01 par value; 500,000,000 shares authorized;    
      199,265,956 and 196,106,658 shares issued)       1,993      1,961   
   Paid-in capital       2,166,487      2,100,612   
   Retained earnings       2,585,195      2,162,195   
   Accumulated other comprehensive income       33,111      5,846   
   Treasury stock (586,470 and 556,212 common shares at cost)       (8,137)     (7,717)  
          Total shareholders' equity       4,778,649      4,262,897   
      $ 12,001,769      $11,322,742   

ROYAL CARIBBEAN CRUISES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Nine Months Ended
September 30,
 
        2004     2003    
 
OPERATING ACTIVITIES            
Net income     $ 500,476    $ 300,713   
Adjustments:    
   Depreciation and amortization       293,528      268,051   
   Accretion of original issue discount on debt       39,235      36,390   
Changes in operating assets and liabilities:    
   Increase in trade and other receivables, net       (5,058)     (9,105)  
   Increase in inventories       (6,622)     (9,968)  
   (Increase)decrease in prepaid expenses and other assets       (23,052)     2,653   
   (Decrease) increase in accounts payable       (13,868)     6,452   
   Increase (decrease) in accrued expenses and other liabilities       57,559      (10,937)  
   Increase in customer deposits       112,715      111,250   
   Other, net       5,871      (3,718)  
 
Net cash provided by operating activities       960,784      691,781   
 
INVESTING ACTIVITIES    
Purchases of property and equipment       (513,626)     (535,381)  
Other, net       (9,047)     (37,563)  
 
Net cash used in investing activities       (522,673)     (572,944)  
 
FINANCING ACTIVITIES    
Repayments of long-term debt, net       (242,721)     (194,583)  
Net proceeds from issuance of debt       225,000      244,910   
Dividends       (80,205)     (50,211)  
Proceeds from exercise of common stock options       60,742      32,789   
Other, net       9,861      (14,286)  
 
Net cash provided by financing activities       (27,323)      18,619   
 
Net increase in cash and cash equivalents       410,788      137,456   
Cash and cash equivalents at beginning of period       330,086      242,584   
 
Cash and cash equivalents at end of period     $ 740,874    $ 380,040   
 
SUPPLEMENTAL DISCLOSURES:    
Cash paid during the year for:    
   Interest, net of amount capitalized     $ 194,465    $ 168,761   
 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


ROYAL CARIBBEAN CRUISES LTD.
(Registrant)




BY: /s/ BONNIE S. BIUMI
——————————————
Bonnie S. Biumi
Senior Vice President, Treasurer

Date: October 21, 2004