<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997

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

                For the Transition Period From ______ to _______

                         Commission File Number 1-11008


                         CATALINA MARKETING CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

             Delaware                                        33-0499007
-----------------------------------               ------------------------------
 (State of Other Jurisdiction of                          (I.R.S. Employer
  Incorporation or Organization)                       Identification Number)

      11300 9th Street North
      St. Petersburg, Florida                                33716-2329
-----------------------------------               ------------------------------

                                 (813) 579-5000
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

         Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. 
Yes  X  No
    ---    ---

         At February 9, 1998, Registrant had outstanding 18,481,675 shares of
Common Stock.



<PAGE>   2




                         CATALINA MARKETING CORPORATION
                                      INDEX


<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>           <C>                                                                                       <C>
PART I.       FINANCIAL INFORMATION

     Item 1.      Financial Statements

                      Condensed Consolidated Statements of Income
                           for the three month and nine month periods ended
                           December 31, 1997 and 1996                                                    3


                      Condensed Consolidated Balance Sheets at
                           December 31, 1997 and March 31, 1997                                          4


                      Condensed Consolidated Statements of Cash Flows
                           for the nine month periods ended
                           December 31, 1997 and 1996                                                    5

                      Notes to Condensed Consolidated
                           Financial Statements                                                          6

     Item 2.      Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                              8

PART II.      OTHER INFORMATION                                                                         12

     Item 6.      Exhibits and Reports on Form 8-K                                                      12

SIGNATURES                                                                                              13
</TABLE>



                                       2

<PAGE>   3



                         CATALINA MARKETING CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (dollars in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended               Nine Months Ended
                                                            December 31,                    December 31,
                                                     -------------------------       -------------------------

                                                        1997            1996            1997            1996
                                                     ---------       ---------       ---------       ---------
<S>                                                  <C>             <C>             <C>             <C>      
Revenues                                             $  63,703       $  46,344       $ 163,089       $ 126,089

Costs and Expenses:
     Direct operating expenses                          23,752          16,055          62,192          44,054
     Selling, general and administrative                18,561          12,195          43,878          35,007
     Depreciation and amortization                       5,613           4,448          17,227          12,202
                                                     ---------       ---------       ---------       ---------
         Total costs and expenses                       47,926          32,698         123,297          91,263
                                                     ---------       ---------       ---------       ---------

Income From Operations                                  15,777          13,646          39,792          34,826

Interest Income (Expense) and Other                       (208)            273            (991)            846
                                                     ---------       ---------       ---------       ---------
Income Before Income Taxes and
     Minority Interest                                  15,569          13,919          38,801          35,672
Income Taxes                                            (4,706)         (5,607)        (14,057)        (14,249)
Minority Interest in losses of subsidiaries
                                                            --              --              --             372
                                                     ---------       ---------       ---------       ---------
     Net Income                                      $  10,863       $   8,312       $  24,744       $  21,795
                                                     =========       =========       =========       =========
Diluted:
     Net Income Per Common Share                     $    0.57       $    0.40       $    1.30       $    1.06
                                                     =========       =========       =========       =========
     Weighted Average Common Shares Outstanding
                                                        19,118          20,635          18,970          20,615
                                                     =========       =========       =========       =========
Basic:
     Net Income Per Common Share                     $    0.59       $    0.42       $    1.35       $    1.11
                                                     =========       =========       =========       =========
     Weighted Average Common Shares Outstanding
                                                        18,445          19,703          18,381          19,627
                                                     =========       =========       =========       =========
</TABLE>


The accompanying Notes are an integral part of these consolidated financial
statements.


                                       3

<PAGE>   4


                         CATALINA MARKETING CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                   December 31,     March 31,
                                  ASSETS                               1997            1997
                                                                    ---------       ---------
<S>                                                                 <C>             <C>      
Current Assets:
     Cash and cash equivalents                                      $  16,357       $  13,698
     Accounts receivable, net                                          29,379          28,367
     Deferred tax asset                                                11,761           7,467
     Prepaid expenses and other current assets                         12,895          12,217
                                                                    ---------       ---------
         Total current assets                                          70,392          61,749
                                                                    ---------       ---------
Property and Equipment:
     Property and equipment                                           150,691         142,163
     Accumulated depreciation and amortization                        (85,191)        (72,585)
                                                                    ---------       ---------
         Property and equipment, net                                   65,500          69,578
                                                                    ---------       ---------
Purchased intangible assets, net                                       18,604          18,805
Other assets                                                            4,223           4,564
                                                                    ---------       ---------
Total Assets                                                        $ 158,719       $ 154,696
                                                                    =========       =========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                               $   9,494       $  12,674
     Accrued expenses                                                  30,595          23,361
     Deferred revenue                                                  19,737          11,611
     Short term borrowings                                              5,092           5,820
                                                                    ---------       ---------
         Total current liabilities                                     64,918          53,466
                                                                    ---------       ---------
Deferred tax liability                                                  4,744           3,423
Long term debt                                                            616             869
                                                                    ---------       ---------
Commitments and Contingencies
Stockholders' Equity:
     Preferred stock; $.01 par value; 5,000,000
         authorized shares; none issued and outstanding                    --              --
     Common stock; $0.01 par value; 50,000,000 authorized
         shares, and 21,027,397 and 20,778,557 shares issued
         at December 31, 1997 and March 31, 1997, respectively            210             208
     Paid-in capital                                                   49,595          41,770
     Cumulative translation adjustment                                   (319)            749
     Retained earnings                                                108,958          84,214
     Less common stock in treasury, at cost (2,575,885 and
     1,172,408 shares at
     December 31, 1997 and March 31,
     1997, respectively)                                              (70,003)        (30,003)
                                                                    ---------       ---------
         Total stockholders' equity                                    88,441          96,938
                                                                    ---------       ---------
Total Liabilities and Stockholders' Equity                          $ 158,719       $ 154,696
                                                                    =========       =========
</TABLE>

The accompanying Notes are an integral part of these consolidated financial
statements.


                                       4

<PAGE>   5



                         CATALINA MARKETING CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                Nine Months Ended December 31,
                                                              ----------------------------------
                                                                     1997           1996
                                                                   --------       --------
<S>                                                                <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                    $ 24,744       $ 21,795
     Adjustments to reconcile net income to net cash provided
         by operating activities:
         Depreciation and amortization                               17,372         12,473
         Minority interest                                               --           (372)
         Other                                                          119          2,138

     Changes in operating assets and liabilities                      9,606          4,034
                                                                   --------       --------
         Net cash provided by operating activities                   51,841         40,068
                                                                   --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures, net                                      (14,144)       (26,431)
     Purchase of investments, net of cash acquired                   (2,087)       (18,028)
                                                                   --------       --------
         Net cash used in investing activities                      (16,231)       (44,459)
                                                                   --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt obligations                                  31,486             --
     Principal payments on debt obligations                         (32,231)            --
     Proceeds from issuance of common and subsidiary stock            5,535          3,694
     Tax benefit from exercise of non-qualified options
         and disqualifying dispositions                               2,131            276
     Payment for repurchase of company common stock                 (40,000)        (3,647)
                                                                   --------       --------
         Net cash (used in) provided by financing activities        (33,079)           323
                                                                   --------       --------

NET INCREASE (DECREASE) IN CASH                                       2,531         (4,068)
Effect of exchange rate changes on cash                                 128            (63)
CASH, at end of prior period                                         13,698         25,778
                                                                   --------       --------
CASH, at end of current period                                     $ 16,357       $ 21,647
                                                                   ========       ========
</TABLE>



The accompanying Notes are an integral part of these consolidated financial
statements.


                                       5


<PAGE>   6




                         CATALINA MARKETING CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1.  Condensed Consolidated Financial Statements:

In the opinion of the Company, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of December 31, 1997 and March 31, 1997, and the results of
operations for the three month and nine month periods ended December 31, 1997
and 1996 and cash flows for the nine month periods ended December 31, 1997 and
1996.

The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries. The third quarter
balances and results of the majority owned foreign subsidiaries are included as
of and for the three and nine month periods ended September 30, 1997 and 1996.
All material intercompany profits, transactions and balances have been
eliminated. The Company's investment in a non-majority owned company is
accounted for on the equity method.

These financial statements, including the condensed consolidated balance sheet
as of March 31, 1997, which has been derived from audited financial statements,
are presented in accordance with the requirements of Form 10-Q and consequently
may not include all disclosures normally required by generally accepted
accounting principles or those normally made in the Company's Annual Report on
Form 10-K. The accompanying condensed consolidated financial statements and
related notes should be read in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1997.

Note 2.  Net Income Per Common Share:

In the quarter ended December 31, 1997, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128).
Accordingly, diluted and basic earnings per share (EPS) are shown on the face of
the accompanying condensed consolidated statements of income. The following is a
reconciliation of the denominator of basic EPS to the denominator of diluted
EPS:

<TABLE>
<CAPTION>
                                                 THREE MONTHS            NINE MONTHS
                                              ENDED DECEMBER 31,     ENDED DECEMBER 31,
                                              ------------------------------------------
                                               1997        1996        1997        1996
                                              ------      ------      ------      ------
                                                (in thousands)
<S>                                           <C>         <C>         <C>         <C>   
Basic weighted average common
     shares outstanding                       18,445      19,703      18,381      19,627
  Dilutive effect of options outstanding         673         932         589         988
                                              ------      ------      ------      ------

Diluted weighted average common shares
     outstanding                              19,118      20,635      18,970      20,615
                                              ======      ======      ======      ======
</TABLE>


                                       6

<PAGE>   7

Options to purchase 220,500 shares of common stock at prices ranging from $53.50
to $43.50 per share were outstanding during the nine months ended December 31,
1997 but were not included in the computation of diluted EPS because the
options' exercise prices were greater than the average market price of common
shares.

Note 3:  Stockholder Protection Agreement:

On May 8, 1997, the Company announced that it had adopted a Stockholder
Protection Plan. To implement this plan, the Company declared a dividend of one
Preferred Share Purchase Right on each outstanding share of the Company's common
stock. The dividend distribution was payable to stockholders of record on May
12, 1997. The rights will be exercisable for fractions of a share of the
Company's Series X Junior Participating Preferred Stock only if a person or
group acquires 15 percent or more of the Company's common stock or announces or
commences a tender offer for 15 percent or more of the common stock, except for
certain instances defined in the Stockholder Protection Plan.

Note 4:  Effect of SFAS No. 130 and No. 131:

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
No. 130) and No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS No. 131).

SFAS No. 130 requires that an enterprise classify items of other comprehensive
income by their nature on the face of its financial statements and display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of the balance
sheet. SFAS No. 130 is effective for financial statements relating to fiscal
years beginning after December 15, 1997.

SFAS No. 131 requires that a public business enterprise report financial and
descriptive information about its reportable operating segments. SFAS No. 131 is
effective for financial statements relating to fiscal years beginning after
December 15, 1997.

The effects of SFAS No. 130 and SFAS No. 131 on the Company have not been
considered at this time.

Note 5:  Credit Agreement:

On September 30, 1997, the Company terminated its existing $40 million credit
facility and entered into a new $150 million credit agreement (the Credit
Agreement) with a syndicate of commercial banks led by NationsBank, National
Association with Fleet National Bank as co-agent. The Credit Agreement makes
available (i) a $100 million revolving credit facility expiring September 30,
2000, (ii) a $10 million swing line facility expiring September 30, 2000, and
(iii) a $50 million 364 day line of credit facility expiring September 29, 1998
under which, the Company, at its option, may convert outstanding borrowings upon
expiration into a term loan with a maturity of September 30, 2000. The Company
may alternatively request, and the lenders have the option to provide, a renewal
of the line of credit on a revolving basis


                                       7

<PAGE>   8

for additional periods of up to 364 days each. At no time may the aggregate
principal balance exceed $150 million under the Credit Agreement. As of December
31, 1997, there were no borrowings outstanding thereunder.

The Credit Agreement provides that borrowings accrue interest on a variable
basis at (i) the London Interbank Offering Rate (LIBOR) (adjusted for any
reserve requirements in force) plus an applicable margin ranging from 50 to
162.5 basis points, or (ii) the base rate, defined in the Credit Agreement as
the greater of (a) the prime rate or (b) 50 basis points plus the federal funds
rate as defined in the Credit Agreement. In addition, the Credit Agreement
provides for unused facilities fees to accrue at a range of 12.5 to 37.5 basis
points per annum multiplied by the unused portions of the revolving credit and
line of credit facilities. The Credit Agreement is secured by the common stock
or equivalent of several Company subsidiaries, is guaranteed by several Company
subsidiaries, and contains certain financial covenants and other terms and
conditions.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS:

FISCAL 1998 COMPARED TO FISCAL 1997

The Company's revenues for the third quarter and first nine months of fiscal
1998 increased 37.5 percent and 29.3 percent, respectively, compared with the
same periods in fiscal 1997. The increase in revenues is primarily due to a
greater distribution of Checkout Coupon(R) incentives worldwide, growth in new
programs such as Checkout Direct(R) and, to a lesser extent, revenues added by
the acquisition by the Company on October 10, 1996 of a 51 percent interest in a
Japanese based outdoor media business. The Company believes that a portion of
incremental revenue for the third quarter of fiscal 1998 compared with the third
quarter of fiscal 1997 was attributable to a shift in the promotion plans of
some clients whose spending the Company had originally anticipated would occur
in the fourth quarter of fiscal 1998.In the U.S., the Catalina Marketing Network
printed 764 million and 2,021 million promotions during the third quarter and
first nine months of fiscal 1998, respectively, up 20.5 percent and 16.9 percent
compared to the same fiscal 1997 periods (634 million and 1,729 million
promotions). The greater distribution of promotions is attributable to the
broader reach of the Catalina Marketing Network as well as additional sales of
category cycles and the sale of new products and programs. Catalina Marketing
Services, constituting the Company's base business in the U.S., contributed
approximately $55.0 million and $138.4 million of revenues in the third quarter
and first nine months of fiscal 1998, respectively, up 30.0 percent and 20.0
percent over revenues of $42.3 million and $115.3 million in the comparable
fiscal 1997 periods.

In the U.S., the Catalina Marketing Network was in 10,979 stores at December 31,
1997, which reach 145 million shoppers each week as compared to 10,741 stores
reaching 141 million shoppers each week at December 31, 1996 and 10,745 stores
reaching 144 million shoppers each week at March 31, 1997. The Health Resources
Network was in 1,566 pharmacies at December 31, 1997 as compared to 977
pharmacies at December 31, 1996 and 1,195 pharmacies at March 31, 1997. Outside
the U.S., the Catalina Marketing Network was in 1,290 stores at December 31,
1997, which reach 19 million shoppers each week as


                                       8

<PAGE>   9

compared to 837 stores reaching 18 million shoppers each week at December 31,
1996 and 941 stores reaching 18 million shoppers each week at March 31, 1997. In
the first nine months of fiscal 1998, the Company installed its Catalina
Marketing Network in 234 stores (net of deinstallations) in the U.S. as compared
to 975 stores in the comparable fiscal 1997 period. Deinstallation activity can
and does occur primarily due to the consolidation and business combination of
supermarket chains as well as store closures made by retailers in the ordinary
course of business. The Company also installed its Health Resources Network in
371 pharmacies in the first nine months of fiscal 1998 as compared to 740
pharmacies in the comparable fiscal 1997 period. Outside the U.S., the Company
installed 349 stores in the first nine months of fiscal 1998 as compared to 279
stores in the comparable fiscal 1997 period. During the first six months of
fiscal 1998, the Company ceased operations in 300 stores in and around Mexico
City.

Direct operating expenses consist of retailer fees, paper, sales commissions and
the expenses of operating and maintaining the Catalina Marketing Network
(primarily expenses relating to operations personnel and service offices),
provision for doubtful accounts and the direct expenses associated with
operating the outdoor media business in a majority-owned subsidiary in Japan
(purchased in October 1996). Direct operating expenses increased in absolute
terms to $23.8 million and $62.2 million for the third quarter and first nine
months of fiscal 1998, respectively, from $16.1 million and $44.1 million in the
comparable periods of fiscal 1997. Direct operating expenses in the first nine
months of fiscal 1998 as a percentage of revenues increased to 38.1 percent from
34.9 percent in the comparable period of fiscal 1997. This increase in fiscal
1998 is principally attributable to the addition of the direct costs associated
with running the outdoor media business in Japan.

Selling, general and administrative expenses include personnel-related costs of
selling and administrative staff, overhead and new product development expenses.
Selling, general and administrative expenses for the third quarter and first
nine months of fiscal 1998 were $18.6 million and $43.9 million, respectively,
compared to $12.2 million and $35.0 million for the same periods of fiscal 1997,
increases of 52.2 percent and 25.3 percent. The increases relate primarily to
higher costs associated with a larger sales force, and administrative expenses
of new business ventures and products. As a percentage of revenues, selling,
general and administrative expenses increased 2.8 percent in the third quarter
of fiscal 1998, to 29.1 percent from 26.3 percent for the comparable period of
fiscal 1997. This increase is principally due to a $3.5 million one time expense
incurred in the third quarter of fiscal 1998 associated with the shutdown of
Mexican operations. As a percentage of revenues for the first nine months of
fiscal 1998, selling, general and administrative expenses decreased 0.9 percent
to 26.9 percent from 27.8 percent for the comparable period of fiscal 1997. This
decrease is principally due to the outdoor media business in Japan, which
typically has a higher percentage of direct costs (as indicated above) and a
smaller percentage of selling, general and administrative expenses than the
Company's other businesses, as well as the fiscal 1997 period including the
electronic clearing business which ceased operations on March 31, 1997, and was
partially offset by the $3.5 million one time expense incurred related to the
shutdown of the Mexican operations in the third quarter of fiscal 1998.

Depreciation and amortization increased to $5.6 million and $17.2 million for
the third quarter and first nine months of fiscal 1998 from $4.4 million and
$12.2 million for the comparable 


                                       9

<PAGE>   10

periods of fiscal 1997. Depreciation increased due to the increase in fiscal
1997 capital expenditures associated with new business ventures and data
processing equipment.

Interest income (expense) and other decreased to $.2 million and $1.0 million
expense for the third quarter and first nine months of fiscal 1998 from $.3
million and $.9 million income for the comparable periods of fiscal 1997. The
decrease is primarily due to the Company incurring interest expense on
borrowings from its credit facility during the third quarter and first nine
months of fiscal 1998.

The provision for income taxes decreased to $4.7 million and $14.1 million (30.2
percent and 36.2 percent of income before income taxes and minority interest)
for the third quarter and first nine months of fiscal 1998, respectively,
compared to $5.6 million and $14.2 million (40.2 percent and 39.9 percent of
income before income taxes and minority interest) for the same periods of fiscal
1997. The decrease in the provision for income taxes for fiscal 1998 is due to
the $3.1 million tax benefit arising due to the shutdown of the Mexican
operations. Excluding the effect of the Mexican operations shutdown, the
Company's effective tax rate is higher than the expected federal statutory tax
rate due to state and foreign income taxes and the inability to utilize
currently losses of other majority owned foreign subsidiaries for tax purposes.


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital expenditures are store equipment and third-party
store installation costs, as well as data processing equipment for the Company's
central data processing facilities. Total store equipment and third-party store
installation costs range from $5,000 to $13,000 per store. During the first nine
months of fiscal 1998 and 1997, the Company made capital expenditures of $14.1
million and $26.5 million, respectively. The pace of installations varies
depending on the timing of contracts entered into with retailers and the
scheduling of store installations by mutual agreement. During the first nine
months of fiscal 1998, the Company had a slower pace of U.S. store installations
and spent $4.4 million less in data processing equipment and furniture and
fixtures compared to the comparable fiscal 1997 period. Management believes that
expenditures for capital equipment will remain between $20 million and $35
million annually for the foreseeable future.

During the first quarter of fiscal 1998, the Company purchased 1,403,477 shares
of its common stock for $40 million, initiating and completing a $40 million
share repurchase program approved by the Company's board as of March 31, 1997.
Management has since been authorized to purchase up to $30 million of Company
common stock subject to market conditions. During the fourth quarter of fiscal
1998 management has purchased to date 55,000 shares of its common stock for $2.7
million. The Company may consider additional share repurchases from time to
time.


                                       10

<PAGE>   11



During the first nine months of fiscal 1998, the Company borrowed approximately
$27 million against its $40 million credit facility, $22 million of which was in
connection with the completion of the $40 million common stock repurchase
program referenced above, and $5 million of which was used to fund operations.
On September 30, 1997 the Company terminated its existing $40 million credit
facility and entered into a new credit agreement (the Credit Agreement) with a
syndicate of banks under which it may borrow up to $150 million, at variable
rates calculated with reference to the London Interbank Offering Rate (LIBOR) or
the higher of the bank prime rate or the Federal Funds rate plus 50 basis points
for certain advances. The Credit Agreement expires on September 30, 2000. The
Company repaid $27 million during the first nine months of fiscal 1998, leaving
no outstanding balance on this facility at December 31, 1998.

The Company believes working capital generated by operations along with existing
credit facilities are sufficient for its overall capital requirements.


                                       11


<PAGE>   12




                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         a.   Exhibits

                15     Acknowledgment Letter

                27     Financial Data Schedule (for SEC use only)

                99     Review Report of Independent Certified Public Accountants



         b.   Reports on Form 8-K

                Report dated October 15, 1997 regarding the Company's press
                release communicating its fiscal 1998 second quarter earnings

                Report dated November 11, 1997 regarding the Company's press
                release announcing $30 million share repurchase authorization

                Report dated November 20, 1997 regarding the Company's press
                release regarding the French high court's ruling against its
                majority-owned affiliate, Catalina Marketing of France


                                       12


<PAGE>   13




                         CATALINA MARKETING CORPORATION

                                   SIGNATURES


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, Registrant's principal financial officer, thereunto duly
authorized.




February 12, 1998                   CATALINA MARKETING CORPORATION
                                    ------------------------------
                                    (Registrant)






                                    /s/ Philip B. Livingston
                                    ------------------------------
                                    Philip B. Livingston
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Authorized officer of Registrant and 
                                    principal financial officer)



                                       13