<PAGE>
 
                      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 SEPTEMBER 30, 1996

          ( ) 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)

<TABLE>
<CAPTION>
 
<S>                                                 <C>
        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
-------------------------------------    --------------------------------------
</TABLE>
                                (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 November 12, 1996, Registrant had outstanding 19,731,292 shares of 
                                                      ----------

Common Stock.
<PAGE>
 
                        CATALINA MARKETING CORPORATION
                                     INDEX
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                              Page
<S>        <C>                                                              <C>

   Item 1.   Financial Statements

                 Condensed Consolidated Statements of Income
                   for the three month and six month periods ended
                   September 30, 1996 and 1995                                 3

                 Condensed Consolidated Balance Sheets at
                   September 30, 1996 and March 31, 1996                       4
 
                 Condensed Consolidated Statements of Cash Flow
                   for the six month periods ended
                   September 30, 1996 and 1995                                 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
 
   Item 4.    Submission of Matters to a Vote of Security Holders             10
 
   Item 5.    Other Information                                               11
 
   Item 6.    Exhibits and Reports on Form 8-K                                11
 
SIGNATURES                                                                    12
 
</TABLE>

                                       2
<PAGE>
 
                        CATALINA MARKETING CORPORATION
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                 (dollars in thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
 
                                       Three Months Ended        Six Months Ended
                                         September 30,             September 30,
                                       ------------------         ---------------
<S>                                    <C>            <C>         <C>         <C>
 
                                         1996         1995         1996         1995
                                       -------       -------      ------      -------
Revenues                               $41,618       $30,942      $79,745     $61,555
                                       -------       -------      -------     -------
Costs and Expenses: 
  Direct operating expenses             14,863        11,142       27,999      22,084
  Selling, general and administrative   11,658         8,140       22,812      15,801
  Depreciation and amortization          4,090         3,582        7,754       7,477
                                       -------       -------      -------     -------
      Total costs and expenses          30,611        22,864        58,565     45,362
                                       -------       -------      -------     -------
Income From Operations                  11,007         8,078       21,180     16,193

Other Income, net                          341           435          573        644
                                       -------       -------      -------     -------
Income Before Income Taxes
 and Minority Interest                  11,348         8,513       21,753      16,837
Income Taxes                            (4,371)       (3,277)      (8,642)     (6,642)
Minority Interest                          212            98          372         277
                                       -------       -------      -------     -------
      Net Income                       $ 7,189       $ 5,334      $13,483     $10,472
                                       =======       =======      =======     ======= 
Net Income Per Common and
 Common Equivalent Share               $  0.35       $  0.27      $  0.66     $  0.53
                                       =======       =======      =======     ======= 
Weighted Average Shares Outstanding     20,608        19,728       20,580      19,816
                                       =======       =======      =======     =======  
</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)
<TABLE>
<CAPTION>

                                                                   (Unaudited)                  
                                                                   September 30,        March 31
                                                                       1996                1996 
                                                                  ------------          --------- 
                  ASSETS                                                                        
<S>                                                                  <C>                  <C>     
Current Assets:                                                   
   Cash and cash equivalents                                       $  25,894             $ 25,778 
   Accounts receivable, net                                           25,174               26,725 
   Prepaid and other assets                                            6,570                5,352 
   Deferred tax asset                                                  7,970                7,436  
                                                                     -------              -------  
       Total current assets                                           65,608               65,291 
                                                                     -------              -------                                
Property and Equipment:                                                                         
   Property and equipment                                            126,800              110,475 
   Accumulated depreciation and amortization                         (71,807)             (64,222)
                                                                      -------              -------   
       Total property and equipment                                   54,993               46,253 
                                                                     -------              -------   
Purchased intangible assets, net                                      14,101                    - 
Other assets                                                           1,689                2,643 
                                                                     -------              -------   
Total Assets                                                        $136,391             $114,187 
                                                                    ========             ======== 
  LIABILITIES AND STOCKHOLDERS' EQUITY                                                          
Current Liabilities:                                                                            
   Accounts payable                                                 $  8,725             $ 10,832 
   Taxes payable                                                       3,990                  620 
   Accrued expenses                                                   17,881               17,049
      Deferred revenue                                                14,518               11,960
                                                                     -------              -------   
       Total current liabilities                                      45,114               40,461
                                                                     -------              -------   
Deferred tax liability                                                 2,983                2,504 
                                                                     -------              -------   
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 and 
     30,000,000 authorized shares and 20,623,814 and
     20,459,728 shares issued at September 30, 1996 and
     March 31, 1996, respectively                                        206                  205
   Paid-in capital                                                    38,124               34,079
   Cumulative translation adjustment                                     542                  501
   Retained earnings                                                  70,456               36,973
   Less common stock in treasury, at cost (975,300 and
     963,800 shares at September 30, 1996 and March 31, 
     1996, respectively)                                             (21,034)             (20,536)
                                                                     -------              -------   
       Total stockholders' equity                                     88,294               71,222
                                                                     -------             --------   
Total Liabilities and Stockholders' Equity                          $136,391             $114,187
                                                                    ========             ======== 
</TABLE>
  The accompanying Notes are an integral part of these consolidated financial
                                  statements.

                                       4
<PAGE>
 
                        CATALINA MARKETING CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                            (dollars in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                       Six Months Ended September 30,
                                                                       ------------------------------
                                                                         1996                  1995
                                                                       --------              --------
<S>                                                                  <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                           $13,483                $10,472          
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization                                        7,754                  7,477
    Minority interest                                                     (372)                  (277)
    Other                                                                  673                     24
  Changes in operating assets and liabilities                            5,024                 (4,619) 
                                                                       -------                -------
    Net cash provided by operating activities                           26,562                 13,077
                                                                       -------                -------
CASH FLOWS FROM INVESTING ACTIVITIES:
 
  Capital expenditures                                                 (16,408)               (6,303)
  Proceeds from sale of fixed assets                                        79                   170
  Purchase of minority interest in subsidiary                          (11,915)                    -
                                                                       -------                -------
    Net cash used in investing activities                              (28,244)                (6,133)
                                                                       -------                -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                 1,697                  1,386
  Proceeds from issuance of subsidiary stock                               459                     78
  Purchase of minority interest                                           (133)                  (314)
  Tax benefit from exercise of non-qualified options                       276                    143
  Common stock repurchases                                                (498)               (10,518)
                                                                       -------                -------
    Net cash provided by (used in) financing activities                  1,801                 (9,225)
                                                                       -------                -------
NET INCREASE (DECREASE) IN CASH                                            119                 (2,281)
Effect of exchange rate changes on cash                                     (3)                   130
CASH, at end of prior period                                            25,778                 30,729
                                                                       -------                ------- 
CASH, at end of current period                                         $25,894                $28,578
                                                                       =======                =======
 
</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  September 30, 1996 and March 31, 1996 and the results of
operations for the three month and six month periods ended September 30, 1996
and 1995 and cash flows for the six month periods ended September 30, 1996 and
1995.

The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries.  The second
quarter results of the majority owned foreign subsidiaries are included as of
and for the three and six month periods ended June 30, 1996 and 1995,
respectively.  All material intercompany profits, transactions and balances have
been eliminated.

These financial statements, including the condensed consolidated balance sheet
as of March 31, 1996, 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, 1996.

Note 2.  Net Income Per Common and Common Equivalent Share
 
Net Income per common and common equivalent share is based on the weighted
average number of shares of common stock outstanding and dilutive common
equivalent shares using the treasury stock method, effected for the two-for-one
stock split (see Note 4).

                                       6
<PAGE>
 
Note 3.  Acquisitions

On April 10, 1996, the Company purchased from its minority shareholders the
remaining 46% of Catalina Marketing UK, Inc. not owned by it for $11.9 million
cash consideration and 41,672 newly issued shares of Company common stock.
Catalina Marketing UK, Inc. owns all of the outstanding stock of Catalina
Marketing UK, Ltd., the United Kingdom operating company.  The Company also
chose to replace existing options in the Catalina Marketing UK, Ltd. stock
option plan by issuing 12,845 shares of Company common stock to the Catalina
Marketing UK, Ltd. plan participants.  The April 10, 1996 purchase has been
accounted for on the purchase method.  The intangible assets resulting from the
transaction, primarily related to patent license and retailer relationships, are
being amortized on the straight line basis over a weighted average life of 22
years.

If Catalina Marketing UK, Inc. had been 100% owned by the Company during the
quarter ended September 30, 1995, there would have been no effect on net income
or net income per common and common equivalent share.

On October 10, 1996, the Company purchased 51% of Pacific Media, K.K. (PMK), a
Japanese outdoor media company, for $3.0 million in initial cash consideration.
As part of the transaction, the Company contributed its PMK shares, and the
selling shareholders contributed their remaining PMK shares, to a newly
established Delaware limited liability holding company, Catalina-Pacific Media,
L.L.C., which is now owned 51% by a subsidiary of the Company.  Terms of the
purchase agreement call for the Company to make a series of three annual
payments, which are contingent upon the future financial performance of PMK for
the calendar years ended 1996, 1997 and 1998, respectively. The joint venture
will introduce Checkout Coupon (R) and other electronic marketing programs to
Japan through a division to be called Catalina Marketing Japan (CMJ), and is
part of the continued international expansion of the Catalina Marketing(R)
Network.

Note 4.  Two-for-One Stock Split

On June 10, 1996 the Company's board of directors declared a two-for-one common
stock split effected in the form of a stock dividend.  The record date for the
stock dividend was June 24, 1996, and the payment date was July 15, 1996.  The
financial statements for the periods ended September 30, 1996 and 1995 and all
other information provided herein have been restated to include the effects of
the stock split.

                                       7
<PAGE>
 
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS:

FISCAL 1997 COMPARED TO FISCAL 1996

The Company's revenues for the second quarter and first six months of fiscal
1997 increased 35% and 30%, respectively, compared with the same periods in
fiscal 1996.  The increase in revenues is primarily due to a greater
distribution of Checkout Coupon incentives.  In the U.S., the Catalina Marketing
Network printed 574 million and 1,095 million promotions during the second
quarter and first six months of fiscal 1997, respectively, up 22% and 16%
compared to the comparable fiscal 1996 periods (471 and 941 million promotions).
The greater distribution of Checkout Coupon promotions is attributable to
additional sales of category cycles and the broader reach of the Catalina
Marketing Network.  In the current quarter and first six months of fiscal 1997,
foreign consolidated subsidiaries, Catalina Electronic Clearing Services (CECS)
and Health Resource Publishing Company contributed approximately $3.9 million
and $6.7 million of revenues, respectively.   CECS continues to experience
slower adoption in the market place than expected, greater than anticipated
working capital requirements, operational difficulties, and therefore continues
to incur operating losses.

In the U.S., the Catalina Marketing Network was in 10,470 stores at September
30, 1996, which reach 136 million shoppers each week as compared to 9,197 stores
reaching 122 million shoppers each week at September 30, 1995 and 9,766 stores
reaching 127 million shoppers each week at March 31, 1996.  The Health Resources
Network was in 715 pharmacies at September 30, 1996 as compared to 40 pharmacies
at September 30, 1995 and 237 pharmacies at March 31, 1996.  Outside the U.S.,
the Catalina Marketing Network was in 690 stores at September 30, 1996, which
reach 14 million shoppers each week as compared to 283 stores reaching 7 million
shoppers each week at September 30, 1995 and 558 stores reaching 12.6 million
shoppers each week at March 31, 1996.  The Company installed its Catalina
Marketing Network in 704 stores in the U.S. and also installed its Health
Resources Network in 478 pharmacies in the first six months of fiscal 1997 as
compared to 193 stores and 31 pharmacies in the comparable fiscal 1996 period.
Outside the U.S., the Company installed 132 stores in the first six months of
fiscal 1997 as compared to 115 stores in the comparable fiscal 1996 period.

Direct operating expenses consist of retailer fees, paper and sales commissions
and the expenses of operating and maintaining the Catalina Marketing Network
(primarily expenses relating to operations personnel and service offices) and
provision for doubtful accounts. Direct operating expenses increased in absolute
terms to $14.9 million and $28.0 million for the second quarter and first six
months of fiscal 1997, respectively, from $11.1 and $22.0 million in comparable
periods of fiscal 1996. Direct operating expenses for the first six months of
fiscal 1997 as compared to the first six months of fiscal 1996 remained
consistently 35% to 36% of revenues.

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 second quarter and first
six months of fiscal 1997, respectively, increased as a percent of revenues to
28% and 29% from 26% for the

                                       8
<PAGE>
 
comparable periods of fiscal 1996. In absolute terms, these expenses increased
to $11.6 million and $22.8 million for the second quarter and first six months
of fiscal 1997, respectively from $8.1 and $15.8 million in comparable periods
of fiscal 1996. The increase relates primarily to higher costs associated with a
larger sales force, and administrative expenses of new business ventures and
products.

Depreciation and amortization increased to $4.1 million and $7.8 million for the
second quarter and first six months of fiscal 1997 from $3.6 million and $7.5
million for the comparable periods in fiscal 1996.  Depreciation increased due
to the increase in capital expenditures associated with new business ventures
partially offset by an increase in fully depreciated U.S. store equipment in
fiscal 1997.  Amortization in the second quarter of fiscal 1997 includes
approximately $.2 million in amortization of the intangible assets originated
when the Company purchased the remaining 46% of its U.K. operation from its
minority shareholders.

The provision for income taxes increased to $8.6 million (39.7% of income before
income taxes and minority interest) for the six month period of fiscal 1997
compared to $6.6 million (39.5% of income before income taxes and minority
interest) for the same period in fiscal 1996.  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 offset losses of majority owned foreign
subsidiaries against U.S. income.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital expenditures are store equipment and third-party
store installation costs. These amounts generally range from $5,000 to $13,000
per installed store. During the first six month periods of fiscal 1997 and 1996,
the Company made capital expenditures of $16.4 million and $6.3 million,
respectively. The pace of installations vary depending on the timing of
contracts entered into with retailers and the scheduling of store installations
by mutual agreement. During the first six months of fiscal 1997 the Company
increased expenditures for data processing equipment and had a much greater pace
of store installations compared to the comparable fiscal 1996 period. On October
10, 1996, the Company purchased 51% of Pacific Media, K.K. (PMK), a Japanese
outdoor media company, for $3.0 million in initial cash consideration. Terms of
the purchase agreement call for the Company to make a series of three annual
payments, which are contingent upon the future financial performance of PMK for
the calendar years ended 1996, 1997 and 1998, respectively. Catalina Marketing
finances capital expenditures from internally generated cash flows. Management
believes that expenditures for equipment and research and development will
remain between $25 and $35 million annually for the foreseeable future.
Management has been authorized to purchase up to $10 million of Company common
stock subject to market conditions. During the second quarter of fiscal 1997,
management purchased 11,500 shares of its common stock for $498,000 so that the
Company has spent $1.0 million on such purchases since such authorization.

The Company has an unsecured revolving bank credit facility under which it may
borrow up to $30 million.  There have been no borrowings under this credit
facility to date.

                                       9
<PAGE>
 
In accordance with coupon industry practice, the Company generally pre-bills
manufacturers prior to the commencement of the purchased category cycle.  The
Company recognizes revenue as promotions are printed, and the amounts collected
prior to printing are reflected as deferred revenue, which is classified as
current liabilities. The Company believes working capital generated by
operations is sufficient for its capital requirements, although the Company may
choose to utilize debt or lease financing if available on acceptable terms.

                        CATALINA MARKETING CORPORATION

                                    PART II

                               OTHER INFORMATION


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The Company's Annual Meeting of Stockholders was held on July 23, 1996.  The
following members were elected as Class II members of the Company's Board of
Directors for the period ending as of the annual meeting of stockholders in
1999:

Fredrick W. Beinecke
Tommy D. Greer
Helene Monat
Thomas W. Smith

The terms of the other directors of the Company continued after the meeting.
These directors are: George W. Off, Frank H. Barker, Patrick W. Collins, Stephen
I. D'Agostino, Thomas G. Mendell, and Michael B. Wilson.
 
With regard to the proposal to approve an amendment to the Company's 1992
Director Stock Grant Plan to provide for the grant of 1,000 shares of Common
Stock to each director upon election or reelection to the Board of Directors and
an amendment to the 1992 Director Stock Grant Plan permitting deferral of stock
grants under the terms of the Company's Deferred Compensation Plan, 8,975,239
votes were cast in Favor, 279,042 were cast Against and there were 36,410
Abstentions.

With regard to the proposal to approve various amendments to the Company's
Deferred Compensation Plan, 8,972,370 votes were cast in Favor, 19,020 were cast
Against and there were 299,301 Abstentions.

With regard to the proposal to approve an amendment to the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock to 50,000,000 from 30,000,000, 8,966,924 votes were cast in Favor,
307,886 were cast Against and there were 15,881 Abstentions.

                                       10
<PAGE>
 
With regard to the proposal to ratify and approve the Company's independent
public accountants for fiscal 1997, 9,273,396 votes were cast in Favor, 3,740
were cast Against and there were 13,555 Abstentions.

ITEM 5.  OTHER INFORMATION

         None

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

     a.  Exhibits

          99   Review Report of Independent Certified Public Accountants
 
          15   Acknowledgment Letter

                                       11
<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.



November 13, 1996                      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)

                                       12