UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

Commission File Number 1-11008

NOTIFICATION OF LATE FILING

(Check One): x Form 10-K o Form 11-K o Form 20-F o Form 10-Q

o Form N-SAR

     For Period Ended: March 31, 2003

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

o For the Transition Period Ended:

     Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

     If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:                                   

PART I
REGISTRANT INFORMATION

Full name of registrant CATALINA MARKETING CORPORATION

Former name if applicable                                                                                                                                                                                           

Address of principal executive office (Street and number)

200 Carillon Parkway

City, state and zip code St. Petersburg, Florida 33716

PART II
RULE 12b-25 (b) and (c)

     If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III
NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Catalina Marketing Corporation (the “Registrant”) is unable to file its Annual Report on Form 10-K for the fiscal year ended March 31, 2003 in a timely manner because it has not yet completed its annual financial statements as a result of certain issues identified by management of the Registrant relating to the timing of revenue recognition at the Registrant’s business unit, Catalina Health Resource (“CHR”). The Registrant is currently engaged in a review and evaluation of data relating to fiscal 2003, in conjunction with Ernst & Young LLP, which replaced Andersen LLP in May 2002 as the Registrant’s independent auditors. As noted, the Registrant’s review is focused on revenue recognition timing issues at CHR.

The Registrant cannot presently predict the time required to complete its review or the timing of the associated audit of the financial statements by Ernst & Young. However, every effort will be made to file the Registrant’s annual report on Form 10-K within fifteen days.

PART IV
OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to this notification

Christopher W. Wolf	(727)	579-5218
(Name)	(Area Code)	(Telephone Number)

     (2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

     x Yes o No

     (3)  Is it anticipated that any significant change in results of operations from the

corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

CATALINA MARKETING CORPORATION

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 30, 2003
By: /s/ CHRISTOPHER W. WOLF
Name: Christopher W. Wolf
Title: Executive Vice President and
Chief Financial Officer

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