<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 June 30, 2001

          ( ) 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                          (IRS Employer
    Incorporation or Organization)                     Identification Number)

        200 Carillon Parkway
        St. Petersburg, Florida                                 33716
---------------------------------------            -----------------------------
       (Address of Principal                                  (ZIP Code)
         Executive Offices)

                                (727) 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 July 31, 2001, Registrant had outstanding 55,969,256 shares of Common
Stock.
<PAGE>

                         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 periods ended
                    June 30, 2001 and 2000                                 3

                    Condensed Consolidated Balance Sheets at
                    June 30, 2001 and March 31, 2001                       4

                    Condensed Consolidated Statements of Cash Flows
                    for the three month periods ended
                    June 30, 2001 and 2000                                 5

                    Notes to Condensed Consolidated
                    Financial Statements                                   6

          Item 2. Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                    9

          Item 3. Quantitative and Qualitative Disclosure About
                    Market Risk                                           12

Part II.  Other Information                                               13

Signatures                                                                15

</TABLE>

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           June 30,
                                                              ----------------------------------
                                                                  2001                2000
                                                              --------------     ---------------
<S>                                                              <C>                <C>

Revenues                                                          $94,424             $93,944

Costs and Expenses:
  Direct operating expenses                                        41,190              39,256
  Selling, general and administrative                              26,702              25,224
  Depreciation and amortization                                    10,706              10,277
                                                           --------------     ---------------
     Total costs and expenses                                      78,598              74,757
                                                           --------------     ---------------
Income From Operations                                             15,826              19,187

Interest Expense, Net and Other                                    (1,083)               (662)
                                                           --------------     ---------------
Income Before Income Taxes and Minority Interest                   14,743              18,525

Income Taxes                                                       (5,382)             (7,043)
Minority Interest in Losses of Subsidiaries                             9                 260
                                                           --------------     ---------------
  Net Income                                                        9,370              11,742

Proforma Addback:  Goodwill Amortization (Note 5)                       -                 628
                                                           --------------     ---------------
Proforma Net Income                                               $ 9,370             $12,370

Diluted:
--------
  Net Income Per Common  Share                                    $  0.16             $  0.20
  Proforma Addback:  Goodwill Amortization                              -                0.02
                                                           --------------     ---------------
  Proforma Net Income per Common Share                            $  0.16             $  0.22

  Weighted Average Common Shares Outstanding                       57,868              57,480

Basic:
------
  Net Income Per Common Share                                     $  0.17             $  0.21
  Proforma Addback:  Goodwill Amortization                              -                0.01
                                                           --------------     ---------------
  Proforma Net Income per Common Share                            $  0.17             $  0.22

  Weighted Average Common Shares Outstanding                       56,491              55,380
</TABLE>


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

                                       3
<PAGE>

                         CATALINA MARKETING CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                                      June 30,                March 31,
                                                                        2001                    2001
                                                                 -------------------      ------------------
<S>                                                                <C>                      <C>
                               ASSETS
Current Assets:
  Cash and cash equivalents                                                $   3,385               $   7,280
  Accounts receivable, net                                                    64,200                  72,996
  Inventory                                                                    5,744                   5,222
  Deferred tax asset                                                           7,128                   7,893
  Prepaid expenses and other current assets                                   23,680                  24,637
                                                                 -------------------      ------------------
     Total current assets                                                    104,137                 118,028
                                                                 -------------------      ------------------
Property and Equipment:
  Property and equipment                                                     297,888                 292,954
  Accumulated depreciation and amortization                                 (168,007)               (162,529)
                                                                 -------------------      ------------------
     Property and equipment, net                                             129,881                 130,425
                                                                 -------------------      ------------------
Purchased intangible assets, net                                             132,426                 135,643
Other assets                                                                   4,872                   3,952
                                                                 -------------------      ------------------
Total Assets                                                               $ 371,316               $ 388,048
                                                                 ===================      ==================

            LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                                         $  18,606               $  18,437
  Accrued expenses                                                            37,425                  57,585
  Taxes payable                                                                2,121                   4,259
  Deferred revenue                                                            30,637                  32,924
  Short term borrowings                                                       11,223                  15,219
                                                                 -------------------      ------------------
     Total current liabilities                                               100,012                 128,424
                                                                 -------------------      ------------------
Deferred tax liability                                                         9,499                   8,968
Minority interest                                                                290                     295
Long term debt                                                                37,140                  38,764
                                                                 -------------------      ------------------
Commitments and Contingencies
Stockholders' Equity:
  Preferred stock; $0.01 par value; 5,000,000
     authorized shares; none issued and outstanding                                -                       -
  Common stock; $0.01 par value; 150,000,000 authorized shares
   and 55,936,579 and 55,548,864 shares issued and outstanding
   at June 30, 2001 and March 31, 2001, respectively                             559                     555
  Paid-in capital                                                             17,697                  14,441
  Accumulated other comprehensive loss                                          (902)                 (1,050)
  Retained earnings                                                          207,021                 197,651
                                                                 -------------------      ------------------
     Total stockholders' equity                                              224,375                 211,597
                                                                 -------------------      ------------------
Total Liabilities and Stockholders' Equity                                 $ 371,316               $ 388,048
                                                                 ===================      ==================
</TABLE>

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

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           June 30,
                                                             ----------------------------------
                                                                 2001                2000
                                                             --------------     ---------------
<S>                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                       $  9,370            $ 11,742
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Minority interest                                                   (9)               (260)
     Depreciation and amortization                                   10,706              10,277
     Tax benefit from exercise of non-qualified options
       and disqualified dispositions                                  5,794               2,042
     Other                                                              (60)             (3,080)
  Changes in operating assets and liabilities                          (901)               (835)
                                                             --------------     ---------------
     Net cash provided by operating activities                       24,900              19,886
                                                             --------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net                                         (11,452)            (12,969)
  Purchase of investments, net of cash acquired                     (12,280)            (25,673)
                                                             --------------     ---------------
     Net cash used in investing activities                          (23,732)            (38,642)
                                                             --------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from debt obligations                                     14,988              19,414
  Principal payments on debt obligations                            (18,421)             (6,265)
  Proceeds from issuance of common and subsidiary stock              13,128               5,050
  Repurchase of Company common stock                                (15,143)                  -
                                                             --------------     ---------------
     Net cash (used in) provided by financing activities             (5,448)             18,199
                                                             --------------     ---------------


NET DECREASE IN CASH AND CASH EQUIVALENTS                            (4,280)               (557)
Effect of exchange rate changes on cash and cash equivalents            385                (511)
CASH AND CASH EQUIVALENTS, at end of prior period                     7,280              13,765
                                                             --------------     ---------------
CASH AND CASH EQUIVALENTS, at end of current period                $  3,385            $ 12,697
                                                             ==============     ===============
</TABLE>

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

                                       5
<PAGE>

                         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 June 30, 2001 and March 31, 2001, and the results of operations
and cash flows for the three month periods ended June 30, 2001 and 2000.

The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries.  The first quarter
balances and results of the majority and wholly-owned foreign subsidiaries are
included as of March 31, 2001 and December 31, 2000 and for the three month
periods ended March 31, 2001 and 2000, respectively.  All material intercompany
profits, transactions and balances have been eliminated.

These financial statements, including the condensed consolidated balance sheet
as of March 31, 2001, which have 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, 2001.


Note 2.  Net Income Per Common Share:

The following is a reconciliation of the denominator of basic earnings per share
(EPS) to the denominator of diluted EPS (in thousands):

<TABLE>
<CAPTION>
                                                       Three months ended
                                                            June 30,
                                                    -------------------------
                                                      2001          2000
                                                    -------------------------
<S>                                                   <C>           <C>
Basic weighted average common shares outstanding      56,491        55,380
 Dilutive effect of options outstanding                1,377         2,100
                                                   -------------------------

Diluted weighted average common shares
 outstanding                                          57,868        57,480

</TABLE>

Options to purchase 1,102,620 shares of common stock at exercise prices ranging
from $35.00 to $36.82 per share at June 30, 2001, and 1,437,768 shares at
exercise prices ranging from $32.73 to $35.63 per share at June 30, 2000 were
not included in the computation of diluted EPS because their exercise prices
were greater than the average market price of common stock.

                                       6
<PAGE>

Note 3.  Comprehensive Income (in thousands):

<TABLE>
<CAPTION>
                                                        Three months ended
                                                             June 30,
                                                     -------------------------
                                                        2001        2000
                                                       ------      -------
<S>                                                    <C>          <C>
Net income                                              $9,370      $11,742
Other comprehensive income, net of tax:
     Currency translation adjustment                       148         (311)
                                                  --------------------------
Comprehensive Income                                    $9,518      $11,431
</TABLE>

Note 4.  Segment Information:

The Company has aggregated its operating units and product lines into a single
reporting segment called Targeted Marketing Services.  The Company's results of
operations do not include revenue from internal sources in the amounts of
$4,717,000 and $1,617,000 during the quarters ended June 30, 2001 and 2000,
respectively.  Revenue from internal sources is wholly eliminated in the
presentation of consolidated results.


Note 5.  Effect of SFAS No.142 Goodwill and Other Intangible Assets:

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). SFAS No. 142 addresses the accounting and reporting for
goodwill and other intangibles.  SFAS No. 142 is required for financial
statements relating to fiscal years beginning after December 15, 2001.  As
permitted, the Company has chosen to early adopt SFAS No. 142 as of April 1,
2001.  In addition, proforma amounts have been presented on the face of the
statements of income as if SFAS No. 142 had been implemented as of April 1,
2000.

Goodwill will no longer be amortized but instead will be subject to impairment
tests at least annually. Impairment is defined as a fair market value less than
the carrying value of the asset on the financial statements. SFAS No. 142
requires that the Company test all goodwill for impairment by September 30,
2001. As of June 30, 2001, the Company is not reporting any impairment of
goodwill and does not expect to report any impairment of goodwill after such
tests are performed.

                                       7
<PAGE>

Purchased intangible assets, net, include (dollars in thousands):

<TABLE>
<CAPTION>
                                                    Weighted Avg.
                                                    Useful Life   June 30,   March 31,
                                                    (in years)      2001       2001
                                                    -----------   ---------  ---------
<S>                                                 <C>           <C>        <C>
Patent license and retailer relationships in the
     United Kingdom                                          20   $ 12,691   $ 12,691
Accumulated amortization                                            (3,173)    (3,014)

Purchased patents                                          14.6     26,806     26,550
Accumulated amortization                                            (2,646)    (2,071)
                                                                  --------   --------

Net identifiable intangible assets                                  33,678     34,156

Goodwill, net                                                       98,748    101,487
                                                                  --------   --------
Intangible assets, net                                            $132,426   $135,643
                                                                  ========   ========
</TABLE>

The decrease in goodwill during the first quarter fiscal 2002 is primarily a
result of adjustments made to previously recorded acquisitions.  The Company did
not acquire or write-off any goodwill during the first quarter fiscal 2002.
Amortization for identifiable intangible assets was approximately $734,000 in
the first quarter fiscal 2002.

Estimated amortization of identifiable intangible assets is as follows as of
June 30, 2001 (in thousands):

<TABLE>
<CAPTION>
               Retailer Relationships  Purchased
Fiscal Year      in United Kingdom      Patents
-------------  ----------------------  ---------
<S>                   <C>                <C>
2002                  $635               $2,200
2003                   635                2,199
2004                   635                2,197
2005                   635                2,194
2006                   635                2,184

</TABLE>
Note 6.  Effect of SFAS No. 141

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No.
141"). SFAS No. 141 requires that all business combinations after June 30, 2001
be accounted for by using the purchase method of accounting.  The implementation
of SFAS No. 141 as of June 30, 2001, did not have any effect on the Company's
financial statements.

                                       8
<PAGE>

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

Fiscal 2002 Compared to Fiscal 2001

The Company's revenues for the first quarter of fiscal 2002 increased 0.5%,
compared with the same period in fiscal 2001.  The growth was a result of
increased revenues at Health Services Marketing ("HSM") of approximately 98%,
while domestic core business revenues declined approximately 8% due to decreased
promotions printed.

In the US, the Catalina Marketing Network was in 15,635 stores on June 30, 2001,
which reach 193 million shoppers each week as compared to 14,352 stores reaching
182 million shoppers each week on June 30, 2000 and 15,475 stores reaching 185
million shoppers each week on March 31, 2001.  The Health Resource Network was
in 14,442 pharmacies on June 30, 2001 as compared to 6,793 pharmacies on June
30, 2000 and 12,578 pharmacies on March 31, 2001.  Outside the US, the Catalina
Marketing Network was in 2,767 stores on June 30, 2001, reaching 32 million
shoppers each week, as compared to 2,623 stores reaching 34 million shoppers
each week on June 30, 2000 and 2,617 stores reaching 30 million shoppers each
week on March 31, 2001.

In the first quarter of fiscal 2002 the Company installed its Catalina Marketing
Network in 160 stores in the US, net of deinstallations, as compared to 836
stores in the comparable fiscal 2001 period.  Deinstallation activity occurs
primarily through the consolidation of retail chains and store closures made by
retailers in the ordinary course of business.  The Company also installed its
Health Resource Network in 1,864 pharmacies in the first quarter of fiscal 2002,
net of deinstallations, as compared to 122 stores in the comparable fiscal 2001
period.  Outside the US, the Company installed 150 stores in the first quarter
of fiscal 2002, net of deinstallations, as compared to 36 stores in the
comparable fiscal 2001 period.

Direct operating expenses consist of retailer fees, paper, sales commissions,
loyalty and direct marketing expenses, provision for doubtful accounts, the
expenses of operating and maintaining the Catalina Marketing and Health Resource
Network, primarily expenses relating to operations personnel and service
offices, and the direct expenses associated with operating the outdoor media
business in a majority-owned subsidiary in Asia.  Direct operating expenses
increased in absolute terms to $41.2 million for the first quarter of fiscal
2002 from $39.3 million in the comparable period of fiscal 2001.  Direct
operating expenses in the first quarter of fiscal 2002 as a percentage of
revenues increased to 43.6% from 41.8% in the comparable period of fiscal 2001.
This increase in fiscal 2002 is due to a rise in the Company's retailer fees
associated with a change in Health Marketing Services contract provisions, and
the direct marketing program of Market Logic, which by its historical nature,
has had a higher material cost component of direct costs as a function of
revenue than the Company's other core product line services.  These increases
have been offset by the reduced costs associated with the Company's sales
commissions and paper and toner expenses.

                                       9
<PAGE>

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 first quarter of fiscal
2002 were $26.7 million, compared to $25.2 million for the comparable period of
fiscal 2001, an increase of 5.9% or $1.5 million.  As a percentage of revenues,
selling, general and administrative expenses increased 1.4% in the first quarter
of fiscal 2002, to 28.3% from 26.9% for the comparable period of fiscal 2001.
This increase is primarily attributable to an expanded sales force in the core
business.  This increase is mitigated by the decreases in compensation, new
business development, and legal expenses.

Depreciation increased to $10.0 million for the first quarter of fiscal 2002
from $9.3 million for the comparable period in fiscal 2001.  Depreciation
increased due to the investment in capital expenditures, during the current and
prior periods, associated with new operating units and product lines, data
processing equipment and the increase in stores installed.  Amortization expense
decreased due to the change in accounting principle under SFAS No. 142 (see Note
5), to $0.7 million in the first quarter of fiscal 2002 from $1.0 million in the
comparable period in fiscal year 2001.

Interest expense, net and other increased to $1.1 million net expense for the
first quarter of fiscal 2002 from $0.7 million net expense for the comparable
period in fiscal 2001.  This increase in net expense is primarily attributable
to unfavorable exchange rates between the U.S. and European currencies as of the
quarter ended June 30, 2001 as compared to June 30, 2000.

The provision for income taxes decreased to $5.4 million, or 36.5% of income
before income taxes and minority interest, for the first quarter of fiscal 2002,
compared to $7.0 million, or 38.0% of income before income taxes and minority
interest, for the same period in fiscal 2001.  The rate decrease is primarily
due to the change in accounting principle under SFAS No. 142 where the Company's
earnings before income tax increased while tax expense remained constant(see
Note 5). The Company's effective tax rate is higher than the federal statutory
income tax rate due to state and foreign income taxes and the effect of various
nondeductible expenses.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS No.
141"). SFAS No. 141 requires that all business combinations after June 30, 2001
be accounted for by using the purchase method of accounting.  The implementation
of SFAS No. 141 as of June 30, 2001, did not have any effect on the Company's
financial statements.

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). SFAS No. 142 addresses the accounting and reporting for
goodwill and other intangibles.  SFAS No. 142 is required for financial
statements relating to fiscal years beginning after December 15, 2001.  As
permitted, the Company has chosen to early adopt SFAS No. 142 as of April 1,
2001.  In addition, proforma amounts have been presented on the face of the
statements of income as if SFAS No. 142 had been implemented as of April 1,
2000.

                                       10
<PAGE>

Goodwill will no longer be amortized but instead will be subject to impairment
tests at least annually. Impairment is defined as a fair market value less than
the carrying value of the asset on the financial statements. SFAS No. 142
requires that the Company test all goodwill for impairment by September 30,
2001. As of June 30, 2001, the Company is not reporting any impairment of
goodwill and does not expect to report any impairment of goodwill after such
tests are performed.

The reduction of goodwill amortization due to the adoption of SFAS No. 142 in
the first quarter fiscal 2002 increased net income by approximately $1.0 million
or $.02 diluted earnings per share.  Pro forma impact on first quarter fiscal
2001 resulted in an increase in net income of approximately $0.6 million or $.02
diluted earnings per share.

Proforma SFAS No. 142 effect on results of operations for fiscal year 2001:

<TABLE>
<CAPTION>
                                            1st Quarter        2nd Quarter        3rd Quarter        4th Quarter        Total Year
                                          --------------    ---------------    ---------------    ---------------    ---------------
<S>                                         <C>               <C>                <C>                <C>                <C>
Net Income                                  $11,742            $15,063            $16,825            $14,505            $58,135

Addback:  Goodwill Amortization                 628                894                977              1,043              3,542
                                     --------------    ---------------    ---------------    ----------------------------------
Adjusted Net Income                         $12,370            $15,957            $17,802            $15,548            $61,677

Diluted:
Net Income Per Common Share                 $  0.20            $  0.26            $  0.29            $  0.25            $  1.00
Addback:  Goodwill Amortization                0.02               0.01               0.01               0.02               0.06
                                     --------------    ---------------    ---------------    ----------------------------------
Adjusted net Income per Common
  Share                                     $  0.22            $  0.27            $  0.30            $  0.27            $  1.06

Weighted Average Common Shares
  Outstanding                                57,480             58,348             58,377             57,584             57,919

Basic:
Net Income Per Common Share                 $  0.21            $  0.27            $  0.30            $  0.26            $  1.04
Addback:  Goodwill Amortization                0.01               0.02               0.02               0.02               0.07
                                     --------------    ---------------    ---------------    ----------------------------------
Adjusted Net Income per
  Common Share                              $  0.22            $  0.29            $  0.32            $  0.28            $  1.11

Weighted Average Common Shares
  Outstanding                                55,380             55,786             55,955             55,936             55,767
</TABLE>


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 typically range from $3,000 to $13,000 per store.  During the
first quarters of fiscal 2002 and 2001, the Company made capital expenditures of
$11.5 million and $13.0 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.

Earnout payments of approximately $12.3 million were made during the first
quarter of fiscal 2002 per the terms of the Market Logic purchase agreement.
These payments, which were accrued as of March 31, 2001, are accounted for as an
increase in goodwill.

                                       11

<PAGE>

The Company made an earnout payment of approximately $1.0 million during the
first quarter of fiscal 2002 relating to the previous acquisition of the
Compuscan patents.  This payment, which was accrued as of March 31, 2001, is
accounted for as an increase in patents.

During the first quarter fiscal 2002 the Company repurchased 516,100 shares of
its common stock for a total of $15.1 million. As of June 30, 2001, $14.9
million was still available under the October 25, 1999 authorization.
Subsequent to the first quarter fiscal 2002, on July 26, 2001, the Board of
Directors approved an additional $60.1 million for the repurchase of the
Company's common stock. As of July 26, 2001, the Company was authorized to make
total share repurchases of $75.0 million.

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


Other

Forward Looking Statements

The statements in this Form 10-Q may be forward looking, and actual results may
differ materially.  Statements not based on historical facts involve risks and
uncertainties, including, but not limited to, the changing market for
promotional activities, especially as it relates to policies and programs of
packaged goods manufacturers for the issuance of certain product coupons, the
effect of economic and competitive conditions and seasonal variations, actual
promotional activities and programs with the Company's customers, the pace of
installation of the Company's store network, the success of new services and
businesses and the pace of their implementation, and the Company's ability to
maintain favorable client relationships.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

Not Applicable

                                       12
<PAGE>

                          Part II - Other Information

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

         a. Exhibits

Exhibit
-------
  No.            Description of Document
  ---            -----------------------

  *3.3     --  Restated Certificate of Incorporation

 **3.3.1   --  Certificate of Amendment of Certificate of Incorporation, a copy
               of which is attached as an exhibit to the Company's Annual Report
               on Form 10-K for the year ended March 31, 1997

 **3.3.2   --  Certificate of Designation, Preferences and Rights setting forth
               the terms of the Company's Series X Junior Participating
               Preferred Stock, par value $.01 per share, a copy of which is
               attached as an exhibit to the Company's Annual Report on
               Form 10-K for the year ended March 31, 1997

  *3.4     --  Restated Bylaws

**10.4     --  Amended and Restated 1989 Stock Option Plan, a copy of which is
               attached as an exhibit to the Company's Annual Report on Form
               10-K for the year ended March 31, 1994

**10.4.1   --  Second Amended and Restated 1989 Stock Option Plan, a copy of
               which is attached as an exhibit to the Company's Report on
               Form 10Q for the quarter ended June 30, 1997

**10.4.2   --  Third Amended and Restated 1989 Stock Option Plan, a copy of
               which is attached as an exhibit to the Company's Annual Report on
               Form 10-K for the year ended March 31, 1999

 *10.12    --  Form of Director and Officer Indemnification Agreement

**10.18    --  Lease Agreement dated as of June 30, 1993 by and between QP One
               Corporation, a Minnesota corporation, as landlord, and
               Registrant, as tenant, a copy of which is attached as an exhibit
               to the Company's Annual Report on Form 10-K for the year ended
               March 31, 1994

**10.18.1  --  First Amendment dated as of December 20, 1993, to the Lease
               Agreement dated as of June 30, 1993, by and between QP One
               Corporation, a Minnesota corporation, as landlord, and
               Registrant, as tenant, a copy of which is attached as an exhibit
               to the Company's Annual Report on Form 10-K for the year ended
               March 31, 1994

**10.21    --  1992 Director Stock Grant Plan, as amended on July 23, 1996, a
               copy of which is attached as an exhibit to the Company's Annual
               Report on Form 10-K for the year ended March 31, 1997

**10.22    --  Employee Payroll Deduction Stock Purchase Plan, a copy of which
               is attached as an exhibit to the Company's Annual Report on
               Form 10-K for the year ended March 31, 1995

**10.24    --  Lease Agreement dated as of September 5, 1996 by and between
               Interior Design Services, Inc., a Florida corporation, as
               landlord, and Registrant, as tenant, a copy of which is attached
               as an exhibit to the Company's Annual Report on Form 10-K for the
               year ended March 31, 1997

**10.25    --  Stockholder Protection Agreement, dated May 8, 1997, between the
               Registrant and ChaseMellon Shareholder Services, L.L.C., as
               rights agent, a copy of which is attached as an exhibit to the
               Company's Current Report on Form 8-K filed on May 8, 1997

                                       13
<PAGE>

Exhibit
-------
  No.            Description of Document
  ---            -----------------------

**10.26    --  Credit Agreement dated as of September 30, 1997, by and between
               the Registrant and NationsBank, National Association, as agent
               and lender, and the other lenders party thereto, a copy of which
               is attached as an exhibit to the Company's Report on Form 10Q for
               the quarter ended September 30, 1997

**10.26.1  --  First amendment dated as of August 12, 1998, to the Credit
               Agreement dated as of September 30, 1997, by and between the
               Registrant and NationsBank, National Association, as agent and
               lender, and other lenders party thereto, a copy of which is
               attached as an exhibit to the Company's Report on Form 10Q for
               the quarter ended September 30, 1998

**10.26.2  --  Second Amendment dated as of February 19, 1999, to the Credit
               Agreement dated as of September 30, 1997, by and between the
               Registrant and Nationsbank, National Association, as agent and
               lender, and the other lenders party thereto, a copy of which is
               attached as an exhibit to the Company's Report on Form 10-Q for
               the quarter ended September 30, 1999

**10.27    --  1999 Stock Option Plan, a copy of which is attached as an
               exhibit to the Company's Report on Form 10-Q for the quarter
               ended June 30, 1999

**10.28    --  Lease Agreement dated as of October 21, 1999 by and between
               First Security Bank, National Association, as the owner trustee
               under Dolphin Realty Trust 1999-1, as lessor, and Catalina
               Marketing Sales Corporation, as lessee, a copy of which is
               attached as an exhibit to the Company's Report on Form 10-Q for
               the quarter ended September 30, 1999

**10.29    --  Participation Agreement dated as of October 21, 1999 among
               Catalina Marketing Sales Corporation, as lessee; the Registrant,
               as guarantor; First Security Bank, National Association, as the
               owner trustee under Dolphin Realty Trust 1999-1, as lessor and
               borrower; the various banks and other lending institutions and
               First Union National Bank, as the agent for the lenders, a copy
               of which is attached as an exhibit to the Company's Report on
               Form 10-Q for the quarter ended September 30, 1999

**10.30    --  Purchase and Sale Agreement dated as of October 21, 1999 by and
               among 200 Carillon, LLC, as seller, Echelon International
               Corporation, as developer, and Catalina Marketing Sales
               Corporation, as buyer, a copy of which is attached as an exhibit
               to the Company's Report on Form 10-Q for the quarter ended
               September 30, 1999

**10.31    --  Credit Agreement dated as of September 25, 2000, by and between
               the Registrant and Bank One, NA, as agent and lender, and the
               other lenders party thereto, a copy of which is attached as an
               exhibit to the Company's Report on Form 10-Q for the quarter
               ended September 30, 2000.

**10.32    --  Amendment No. 1 To Certain Operative Agreements dated as
               September 15, 2000, by and between First Security Bank, National
               Association, as the owner trustee under Dolphin Realty Trust
               1999-1, as lessor, and Catalina Marketing Sales Corporation, as
               lessee a copy of which is attached as an exhibit to the Company's
               Report on Form 10-Q for the quarter ended September 30, 2000.

  15           Acknowledgment Letter

  99           Review Report of Independent Certified Public Accountants

               b.  Reports of Form 8-K

               None

                                       14
<PAGE>

                         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.



August 14, 2001        CATALINA MARKETING CORPORATION
                       ------------------------------
                       (Registrant)



                       /s/ Joseph P. Port
                       -----------------------------
                       Joseph P. Port
                       Senior Vice President and Chief Financial Officer
                       (Authorized officer of Registrant and principal
                       financial officer)





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