Carnival Cruise Lines is seeking to raise $200 million from the issuance of zero coupon convertible notes due in 2005. The money will be used to make the down payment on the three cruise ships on order for Holland America Line in Italy.

The public offering of notes replaces a debenture issue for the same amount announced last October which was subsequently cancelled.

Carnival intends to use the proceeds of the offering to repay the $149 million down-payment financing of the three ship building contract for HAL and to increase its working capital.

The three HAL ships were ordered with Fincantieri at a total cost of about $750 million before application of export credits and other benefits. They are scheduled for delivery in 1992, 1993 and 1994.

The interest rate and price at which the notes can ultimately be converted to common shares have not yet been decided.

Managing underwriters for the issue, which will begin once the registration with the SEC takes effect, are Bear, Stearns & Co. and Salomon Brothers.