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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

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

for the quarterly period ended September 30, 2004
or

[ ]  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 0-22982

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


          MINNESOTA                                             41-1704319
(State or other jurisdiction of                               (IRS Employer
 incorporation or organization)                            Identification No.)

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

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

           Securities registered pursuant to Section 12(b) of the Act:

   Title of Each Class               Name of Each Exchange of Which Registered
Common Stock, No Par Value                  Nasdaq National Market

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

Indicate by check mark whether the 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.


Common Stock, No Par Value -- 26,998,919 shares as of October 31, 2004


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Explanatory Note: The sole purpose of this Form 10-Q/A Amendment No. 1 is to
file the full text of Exhibits 10.1 through 10.3, which were previously the
subject of a confidential treatment request. In addition, a recent related
amendment, Exhibit 10.4, is being filed. The remainder of the information in
the Quarterly Report on Form 10-Q for the quarter ended September 30, 2004,
originally filed November 15, 2004, remains as set forth in the original filing.

ITEM 6.  EXHIBITS

(a)      The following exhibits are included herein:

<TABLE>
<S>      <C>      <C>
         10.1     Form of License and Distribution Agreement (Manufacturing Rights) (2004-2005) between Riverdeep Inc. and
                  Encore Software, Inc. dated as of March 29, 2004.
         10.2     Form of License and Distribution Agreement (Manufacturing Rights) (2005-2007) between Riverdeep Inc. and
                  Encore Software, Inc. dated as of March 29, 2004.
         10.3     Form of Addendum #1 to Licensing and Distribution Agreements (2004-2005 and 2005-2007) between Riverdeep,
                  Inc. and Encore Software, Inc. dated as of April 13, 2004.
         10.4     Form of Addendum #2 to Licensing and Distribution agreements (2004-2005 and 2005-2007) between Riverdeep,
                  Inc. and Encore Software, Inc. dated October 2004.
         31(a)    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).
         31(b)    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act).
         32(a)    Certifications of the Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of
                  2002 (18 U.S.C. Section 1350).
         32(b)    Certifications of the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of
                  2002 (18 U.S.C. Section 1350).
</TABLE>


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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 thereunto duly authorized.


                                                NAVARRE CORPORATION
                                                (Registrant)




Date:  November 19, 2004                        /s/ Eric H. Paulson
                                                --------------------------------
                                                Eric H. Paulson
                                                Chairman of the Board,
                                                President and
                                                Chief Executive Officer




Date:  November 19, 2004                        /s/ James Gilbertson
                                                --------------------------------
                                                James Gilbertson
                                                Vice President and
                                                Chief Financial Officer






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