8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): JULY 20, 2004



                               NAVARRE CORPORATION
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           MINNESOTA                 0-22982                 41-1704319
 ----------------------------      -----------             -----------------
 (State or other jurisdiction      (Commission            (I.R.S. Employer
       of incorporation)           File Number)           Identification No.)

                   7400 49TH AVENUE NORTH, NEW HOPE, MN 55428
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (763) 535-8333




























ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On July 19, 2004, Navarre Corporation (the "Registrant") dismissed
Ernst & Young LLP ("E&Y") as the Registrant's independent auditors. On July 19,
2004, the Registrant engaged Grant Thornton LLP as its successor independent
audit firm. The Registrant's dismissal of E&Y and engagement of Grant Thornton
LLP was approved by the Registrant's Audit Committee on July 19, 2004.

         E&Y served as the Registrant's independent accountants to audit the
Registrant's two most recent fiscal year ends. E&Y's reports on the Registrant's
financial statements for each of those years (fiscal years ended March 31, 2003
and 2004) did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.

         During the Registrant's two most recent fiscal year ends (fiscal years
ended March 31, 2003 and 2004) there were no disagreements with E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused them to make reference thereto in their
report on the financial statements for such years.

         The Registrant has provided E&Y with a copy of the above disclosures in
response to Item 304(a) of Regulation S-K in conjunction with filing of this
Form 8-K. The Registrant has requested that E&Y deliver to the Registrant a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K, and if not, stating the respects in which it does not agree.

         E&Y's letter is filed herewith as Exhibit 16. A copy of the press
release announcing the dismissal of E&Y and the engagement of Grant Thornton LLP
is incorporated herein and attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

Number         Description

16             Letter from Ernst & Young LLP to the Securities and Exchange
               Commission dated July 20, 2004.

99.1           Press Release dated July 20, 2004








                                    SIGNATURE

Pursuant to the requirements 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.


                                NAVARRE CORPORATION

                                By: /s/ Eric H. Paulson
                                -----------------------
                                Eric H. Paulson
                                Chairman of the Board, President and
                                Chief Executive Officer


Dated:   July  20, 2004


                                  EXHIBIT INDEX


Exhibit No. 16      Letter from Ernst & Young LLP dated July 20, 2004.


Exhibit No. 99.1    Press Release dated July 20, 2004.

EX-16

EXHIBIT 16 TO FORM 8-K


July 20, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K dated July 20, 2004, of Navarre Corporation and
are in agreement with the statements contained in the second, third and fourth
paragraphs on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.


                                       /s/ Ernst & Young LLP

EX-99.1

                                                                    EXHIBIT 99.1

                                                                  [NAVARRE LOGO]
FOR ADDITIONAL INFORMATION:
Jim Gilbertson, Vice President and Chief Financial Officer
763-535-8333
jgilbert@navarre.com


FOR IMMEDIATE RELEASE

                NAVARRE ANNOUNCES CHANGE IN CERTIFYING ACCOUNTANT

MINNEAPOLIS, MN - JULY 20, 2004 - Navarre Corporation (NASDAQ: NAVR) (the
"Company") announced today that it has filed a Current Report on Form 8-K with
the Securities and Exchange Commission in connection with its dismissal of Ernst
& Young LLP, its former independent accountants, and its engagement of Grant
Thornton LLP, as the new accountants. The report discloses that on July 19,
2004, the Audit Committee of the Company's Board of Directors approved the
dismissal of Ernst & Young LLP and the engagement of Grant Thornton LLP.

In connection with its audits for the two most recent fiscal years and through
July 20, 2004, there have been no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Ernst & Young LLP would have caused them to make reference
thereto in their report on the financial statements for such years.

Jim Gilbertson, Vice President and Chief Financial Officer of the Company said,
"Navarre has had a long history of working with Ernst & Young and we are very
grateful for that relationship. However, as the accounting industry has changed
and the time and cost commitments by the accounting firms have increased due to
Sarbanes-Oxley legislation, we feel that Grant Thornton provides us the best
choice of firms going forward as we continue to build our business."

ABOUT NAVARRE

Navarre Corporation (NASDAQ: NAVR) provides distribution and related services to
leading developers and retailers of home entertainment content. The company
operates under two business divisions; Distribution Services which includes PC
software, video games, CD audio and DVD video; Publishing which includes Encore.
Based in Los Angeles, CA, Encore is a majority-owned subsidiary of Navarre
Corporation (NASDAQ: NAVR), and a leading interactive publisher in the PC CD-ROM
and videogame markets. As a result of strategic relationships, the company
publishes PC titles or compilations in major software categories from
productivity to education. BCI Eclipse, a wholly-owned subsidiary of Navarre
Corporation, which provides niche DVD video and audio products. Navarre's
client-specific delivery systems allow its product lines to be seamlessly
distributed to over 18,000 retail locations throughout North America. The
Company provides such value-added services as inventory management, Web-based
ordering, fulfillment and marketing and EDI customer and vendor interface. Since
its founding in 1983, Navarre has built a base of distribution partnerships with
a broad base of leading retailers across the mass merchant, music, computer and
office specialty, wholesale club and military PX channels, as well as software
content developers from all categories of the industry and independent record
labels encompassing all musical genres. For more information, please visit the
Company's Web sites at www.navarre.com.

SAFE HARBOR

"The statements in this press release that are not strictly historical are
"forward looking" statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are
intended to be covered by the safe harbors created by these sections. The
forward-looking statements







are subject to risks and uncertainties and the actual results that the Company
achieves may differ materially from these forward-looking statements due to such
risks and uncertainties, including, but not limited to: the Company's dependence
upon a key employee and its Founder, namely, Eric H. Paulson, Chairman of the
Board, President and Chief Executive Officer, the Company's dependence upon a
limited number of large customers that account for a significant part of its
business, seasonality in its business and the fact that a large portion of the
Company's revenues have traditionally been related to the holiday selling
season, the Company's dependence on significant vendors, the Company's
dependence on financing its significant working capital needs, the Company's
dependence upon software developers and manufacturers, the Company's ability to
maintain and grow its exclusive distribution business through agreements with
recording artists, potentially changing retail consumer buying patterns in the
PC software market, the Company's ability to avoid inventory return and
obsolescence losses, the acquisition strategy of the Company could disrupt other
business segments and/or management, tougher competition and/or new and
different competition in the Company's traditional and new markets including
through different means of distribution, technological innovation in the
electronic downloading of music, increased counterfeiting or low or no cost
downloading could impact product sales, uncertain growth in the publishing
segment, the Company's dependence on information systems, the Company's credit
exposure due to reseller arrangements, the potential for future terrorist
activities to disrupt operations or harm assets, the Company's dependence on
third-party shipping of its product, significant Company stock volatility, and
the Company's anti-takeover provision may discourage take-over attempts
beneficial to shareholders. A detailed statement of risks and uncertainties is
contained in the Company's reports to the Securities and Exchange Commission,
including in particular the Company's Form 10-K for the year ended March 31,
2004. Investors and shareholders are urged to read this document carefully. The
Company can offer no assurances that any projections, assumptions or forecasts
made or discussed in this release, "NAVARRE CORPORATION REPORTS RECORD FIRST
QUARTER FISCAL YEAR 2005 PROFIT AND SALES, dated July 22, 2004, will be met, and
investors should understand the risks of investing solely due to such
projections. The Company undertakes no obligation to revise any forward- looking
statements in order to reflect events or circumstances that may arise after the
date of this press release.

Investors and shareholders may obtain free copies of the public filings through
the website maintained by the SEC at http://www.sec.gov or at one of the SEC's
other public reference rooms in New York, New York or Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information with respect to the SEC's
public reference rooms. Free copies of these documents may be obtained by
contacting Kathy Conlin at 763-535-8333.
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