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

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): FEBRUARY 20, 2004
                                                         -----------------



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


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


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

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









ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial Statements of Business Acquired

              Not Applicable

(b)      Pro Forma Financial Information (unaudited).

              Not Applicable

(c)      Exhibits

         99.1     Release to announce the Company's new corporate structure.


ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND CONDITION

On February 17, 2004, Navarre Corporation issued a press release to announce its
new corporate structure. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.




                                       2








                                    SIGNATURE



 Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            NAVARRE CORPORATION


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


Dated:   February 20, 2004





                                  EXHIBIT INDEX


Exhibit No. 99(1)   Release to announce the Company's new corporate structure .








                                       3