UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 26, 2005

Commission File Number: 1-11008

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	33-0499007
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
200 Carillon Parkway, St. Petersburg, Florida	33716-2325
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (727) 579-5000

N/A

(Former name or former address, if changed since last report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On October 26, 2005, the Compensation Committee of the Board of Directors of Catalina Marketing Corporation (the “Company”) approved a base salary increase and change in target incentive bonus under the Fiscal Year 2006 Annual Incentive Plan (the “2006 Plan”) for Craig Scott, Executive Vice President. As a result of such approval, Mr. Scott’s annual base salary, effective as of October 31, 2005, is $335,000 and his target incentive under the 2006 Plan is 65% of his annual base salary.

In addition, on October 26, 2005, the Company established an additional incentive bonus for Jay Parsons, Executive Vice President, of $30,000 contingent upon the Company’s Catalina Marketing Services business segment attaining specified financial performance levels in the current fiscal year.

Item 2.02. Results of Operations and Financial Condition

The following disclosure is being furnished pursuant to Item 2.02 of Form 8-K - Results of Operations and Financial Condition. On October 26, 2005, Catalina Marketing Corporation issued a press release announcing its financial results for its second quarter ended September 30, 2005. The press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

On October 27, 2005, and following the issuance by the Company of the press release described above, the Company held a conference call to discuss the financial results of the Company for its fiscal quarter ended September 30, 2005. A copy of the transcript of the call is attached to this Current Report as Exhibit 99.2 and is incorporated herein solely for purposes of this Item 2.02 disclosure. The transcript has been edited, where noted, to correct certain information communicated during the conference call.

The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Item 9.01. Financial Statements and Exhibits

Exhibits

Exhibit Number	Description
99.1	Press Release dated October 26, 2005
99.2	Transcript of Conference Call held October 27, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused the undersigned to sign this report on the registrant’s behalf.

November 1, 2005	CATALINA MARKETING CORPORATION
	(Registrant)
		/s/ Rick P. Frier
	Name:	Rick P. Frier
	Title:	Executive Vice President and Chief Financial Officer
		(Authorized officer of Registrant and principal financial and accounting officer)