8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549


                                    FORM 8-K

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


       Date of Report (Date of earliest event reported):  November 11, 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 11, 1997 Catalina Marketing Corporation (the
           Company) issued a press release regarding its $30 million share
           repurchase authorization, included in this report as Exhibit 99.3.
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Item 7.          Exhibits.

                   99.3        Form of press release dated November 11, 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 25, 1997

EX-99.3

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                                                                  Exhibit 99.3
        CATALINA
[LOGO]  MARKETING
        CORPORATION



                                                                            NEWS
- --------------------------------------------------------------------------------

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

                                                      Bruce Valentine 
                                                      Treasurer 
                                                      813-579-5210

                        CATALINA MARKETING ANNOUNCES NEW
                   $30 MILLION SHARE REPURCHASE AUTHORIZATION
        -- COMPANY ALSO ESTABLISHES $150 MILLION IN CREDIT FACILITIES --

ST. PETERSBURG, Florida, November 11, 1997 - Catalina Marketing Corporation
(NYSE: POS) today announced that it has received board approval to purchase up
to $30 million of its common stock.  The stock will be purchased in the open
market and/or through privately negotiated transactions, and the timing and
actual number of shares repurchased will depend on a variety of factors such as
price and other market considerations.  Since September 1994, the company has
invested $70 million in the repurchase of 2.6 million shares at a weighted
average price of $27.18 per share.  These amounts include the $40 million
authorization executed in the first quarter ended June 30, 1997 under which the
company bought 1.4 million shares at a weighted average price of $28.50 per
share.  As of September, 30, 1997, approximately 18.3 million shares of common
stock were outstanding.

The company also announced that it has arranged and closed $150 million in
revolving credit facilities.  The company entered into the credit facilities
for general corporate purposes, to finance working capital needs, and to fund
share repurchase programs as approved by the board from time to time, including
the new $30 million authorization.  As of September 30, 1997, $1.7 million in
debt was outstanding under the new arrangement as the company terminated its
existing $40 million credit facility.  During the first quarter ended June 30,
the company had borrowed as much as $22 million under the prior facility to
conclude the $40 million buy-back authorization.

The new credit facilities were provided by a syndicate of commercial banks led
by NationsBank with Fleet National Bank as co-agent.  The underlying credit
agreement expires September 30, 2000 and makes available a $100 million
revolving credit facility and a $50 million line of credit convertible into a
two year term facility.  The facilities provide for favorable interest rates
based on the London Interbank Offer Rate.

Philip B. Livingston, Senior Vice President and Chief Financial Officer,
commented, "We are very pleased to have this credit agreement and a new
buy-back authorization in place.  The credit arrangement is a key component of
our


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financial strategy and an excellent resource for continued growth and
prospective share repurchase activity.  Tapping our strong cash flow and debt
capacity enables us to act on our belief that long term share repurchase
programs are excellent investment opportunities which provide a larger share of
future profits and cash flow to long term owners of Catalina Marketing."

Based in St. Petersburg, Florida, Catalina Marketing Corporation provides a
menu of more than 20 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 each week 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 customized
advertising to pharmacy customers based on prescription purchases; and
SuperMarkets Online, Inc., a secure coupon venture which distributes targeted
consumer goods promotions on the World Wide Web.

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