8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                    FORM 8-K

                     PURSUANT TO SECTIION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of Report (Date of earliest event reported):       November 20, 1997

                         Catalina Marketing Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)




                1-11008                                         33-0499007
         Commission File Number                                (IRS Employer
                                                            Identification No.)

        11300 9th Street North                                    33716
        St. Petersburg, Florida                                 (Zip code)
(Address of principal executive offices)

                                 (813) 579-5000
                          Registrant's Telephone Number





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Item 5.           Other Events.

                  On November 20, 1997 Catalina Marketing Corporation (the
           Company) issued a press release regarding the French high court's
           ruling against its majority-owned affiliate, Catalina Marketing of
           France, included in this report as Exhibit 99.1.


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Item 7.           Exhibits.

                   99.1     Form of press release dated November 20, 1997.



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                                    SIGNATURE

         Pursuant to the requirements of Section 12 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.


                                           CATALINA MARKETING CORPORATION




                                           By /s/ Philip B. Livingston
                                             ------------------------------
                                                Philip B. Livingston,
                                                Senior Vice President and
                                                Chief Financial Officer


Dated:      November 21, 1997

EX-99.1

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                                                                EXHIBIT 99.1

CATALINA                                                                   
MARKETING
CORPORATION                                                             NEWS


FOR IMMEDIATE RELEASE              CONTACT:            Philip B. Livingston
                                                       Senior Vice President and
                                                       Chief Financial Officer
                                                       813-579-5006


                COURT RULES IN CATALINA MARKETING OF FRANCE CASE

ST. PETERSBURG, Florida, November 20, 1997 - Catalina Marketing Corporation
(NYSE: POS) today announced that the high court in France, the Cour de
Cassation, has ruled against its majority-owned affiliate, Catalina Marketing of
France, in connection with a case which was initiated in October 1994.
Specifically, the court canceled the favorable decision of an appeals court in
Aix-en-Provence, and sent the case to be reexamined by an appeals court in Lyon.
The litigation could ultimately lead to a finding that the French affiliate's
"category program" -- or its version of competitive couponing -- violates French
law relating to unfair competition. The ruling does not affect the affiliate's
other business activities such as loyalty marketing services, continuity
couponing and a group of 20 other functions of the Catalina Marketing
Network(R). George Off, president of the company, stated, "Although the decision
represents a setback in our French business plan and will cause a near term
reduction in the revenue and growth plans of our affiliate, the long term
prospects have not been significantly affected. The French operation represented
approximately three percent of Catalina's total revenue over the six month
period to September 30, 1997. Additionally, the decision does not affect our
other international operations in the United Kingdom and Japan."

         The French affiliate had prepared an action plan in case of such a
ruling, and will undertake to meet the challenges created by the ruling in a
variety of ways. "First, we are in the process of discussing with each of our
clients, whether and the extent to which currently effective or planned programs
should proceed," stated David Van Buskirk, president of Catalina Marketing
International. "Second, we have a number of complementary programs and products
to offer our manufacturer and retailer partners, and


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many of these have already begun planning for the alternatives. Third, we have a
variety of legal and industry related options to pursue. For example, we will
vigorously seek a fast-track consideration of the issues with the Lyon court,
and organize industry support for accepting our highly efficient and innovative
marketing strategies, which have been employed across 400 brands in more than
700 stores."

         Mr. Van Buskirk noted that the success of the company's international
strategy is expected to continue, notwithstanding the recent local
disappointment. "Our expansion plans in Japan have met with tremendous
acceptance, and our testing to date has been promising." With respect to
prospects for the French venture, Mr. Van Buskirk stated, "We have a great deal
of confidence in our French managers, and feel that the French venture's long
term prospects are bright."

         Based in St. Petersburg, Florida, Catalina Marketing Corporation
provides a menu of in-store electronic marketing programs to over 150 consumer
goods companies. The company's purchase-based, individually customized
communications and promotions reach more than 142 million U.S. shoppers in more
than 10,800 supermarkets via the Catalina Marketing Network(R). The company
consists of four distinct business units: Catalina Marketing Services, which
markets the company's core electronic marketing programs in the U.S.; Catalina
Marketing International, which markets Network programs abroad; Health Resource
Publishing Company, which delivers targeted incentives and advertising through
customized newsletters to pharmacy customers based on prescription purchases;
and SuperMarkets Online, Inc., a secure coupon vehicle for the distribution of
targeted promotions on the World Wide Web.

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