UNITED STATES
                       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 March 31, 1999

                                      -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 1-6035

                              The Titan Corporation
             (Exact name of registrant as specified in its charter)

           Delaware                                                95-2588754
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


                             3033 Science Park Road
                        San Diego, California 92121-1199
               (Address of principal executive offices, zip code)

       (Registrant's telephone number, including area code) (619) 552-9500

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

         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



The number of shares of  registrant's  common stock  outstanding at May 7, 1999,
was 37,333,272.
<PAGE>
<TABLE>
<CAPTION>
                           PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                                THE TITAN CORPORATION
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except per share data)

                                                                Three months ended
                                                                    March 31,
                                                               --------------------
                                                                 1999        1998
<S>                                                            <C>         <C>
                                                               --------    --------
Revenues ...................................................   $ 78,689    $ 64,630
                                                               --------    --------
Costs and expenses:
     Cost of revenues ......................................     61,551      49,467
     Selling, general and administrative expense ...........     10,202       8,550
     Research and development expense ......................      1,474       1,809
     Special acquisition related charges ...................       --         1,460
                                                               --------    --------
         Total costs and expenses ..........................     73,227      61,286
                                                               --------    --------

Operating profit ...........................................      5,462       3,344
Interest expense ...........................................     (1,596)     (1,796)
Interest income ............................................          7         151
                                                               --------    --------
Income from continuing operations before income taxes
     and cumulative effect of change in accounting principle      3,873       1,699
Income tax provision .......................................      1,161         745
                                                               --------    --------
Income from continuing operations before
     cumulative effect of change in accounting principle ...      2,712         954
Cumulative effect of change in accounting
     principle, net of taxes ...............................       --       (19,474)
Income from discontinued operations, net of taxes ..........       --           171
                                                               --------    --------

Net income (loss) ..........................................      2,712     (18,349)
Dividend requirements on preferred stock ...................        174         219
                                                               --------    --------
Net income (loss) applicable to common stock ...............   $  2,538    $(18,568)
                                                               ========    ========

Basic earnings (loss) per share:
     Income from continuing operations before
         cumulative effect of change in accounting principle   $    .07    $    .02
     Cumulative effect of change in accounting principle ...       --          (.57)
     Income from discontinued operations ...................       --           .00
                                                               --------    --------
     Net income (loss) .....................................   $    .07    $   (.55)
                                                               ========    ========

     Weighted average shares ...............................     36,076      33,890
                                                               ========    ========
Diluted earnings (loss) per share:
     Income from continuing operations before
         cumulative effect of change in accounting principle   $    .07    $    .02
     Cumulative effect of change in accounting principle ...       --          (.55)
     Income from discontinued operations ...................       --           .00
                                                               --------    --------
     Net income (loss) .....................................   $    .07    $   (.53)
                                                               ========    ========
     Weighted average shares ...............................     44,756      35,326
                                                               ========    ========


 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                     THE TITAN CORPORATION
                                  CONSOLIDATED BALANCE SHEETS
                       (in thousands, except shares and per share data)


                                                                     March 31,   December 31,
                                                                        1999         1998
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
Assets
Current Assets:
     Cash and cash equivalents ...................................   $   4,383    $  11,079
     Accounts receivable - net ...................................     105,522       88,068
     Inventories .................................................       8,064        8,646
     Prepaid expenses and other ..................................       2,141        2,176
     Deferred income taxes .......................................      10,268       10,978
                                                                     ---------    ---------
         Total current assets ....................................     130,378      120,947

Property and equipment - net .....................................      26,651       25,702
Goodwill - net ...................................................      48,945       38,694
Other assets .....................................................       6,791        6,579
Net assets of discontinued operations ............................         655          645
                                                                     ---------    ---------
         Total assets ............................................   $ 213,420    $ 192,567
                                                                     =========    =========
Liabilities and Stockholders' Equity
Current Liabilities:
     Line of credit ..............................................   $   2,588    $     368
     Accounts payable ............................................      20,501       21,335
     Acquisition debt ............................................       5,800        3,000
     Current portion of long-term debt ...........................       1,525        1,581
     Accrued compensation and benefits ...........................      13,847       12,682
     Other accrued liabilities ...................................      10,425       11,659
     Net liabilities of discontinued operations ..................       3,277        5,872
                                                                     ---------    ---------
         Total current liabilities ...............................      57,963       56,497
                                                                     ---------    ---------

Line of credit ...................................................      53,912       39,632
Long-term debt ...................................................      29,136       30,659
Other non-current liabilities ....................................      17,399       15,068

Stockholders' equity:
     Preferred stock: $1 par value, authorized 2,500,000 shares:
         Cumulative convertible, $13,897 liquidation preference:
            694,872 shares issued and outstanding ................         695          695
         Series A junior participating: authorized 250,000 shares:
            none issued ..........................................        --           --
     Common stock: $.01 par value, authorized 100,000,000 shares:
         issued and outstanding: 37,199,936 and 36,650,460 .......         372          367
     Capital in excess of par value ..............................      76,913       75,157
     Retained earnings (deficit) .................................     (20,391)     (22,929)
     Treasury stock (962,803 and 962,530 shares), at cost ........      (2,579)      (2,579)
                                                                     ---------    ---------
         Total stockholders' equity ..............................      55,010       50,711
                                                                     ---------    ---------
     Total liabilities and stockholders' equity ..................   $ 213,420    $ 192,567
                                                                     =========    =========



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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                  THE TITAN CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands of dollars)

                                                                    Three months ended
                                                                        March 31,
                                                                   --------------------
                                                                     1999        1998
                                                                   --------    --------
<S>                                                                <C>         <C>
Cash Flows From Operating Activities:
Income from continuing operations ..............................   $  2,712    $    954
Adjustments to reconcile income from continuing
     operations to net cash used for operating
     activities, net of effects of businesses acquired:
         Depreciation and amortization .........................      2,089       1,755
         Deferred income taxes and other .......................        780        (899)
         Poolings of interests .................................       --          (109)
         Changes in operating assets and liablities,
             net of the effects of businesses acquired:
                  Accounts receivable ..........................    (17,454)    (12,820)
                  Inventories ..................................        582      (3,094)
                  Prepaid expenses and other assets ............       (342)       (446)
                  Accounts payable .............................       (834)        (31)
                  Accrued compensation and benefits ............      1,165      (2,969)
                  Other liabilities ............................         27       3,680
                                                                   --------    --------

Net cash used for continuing operations ........................    (11,275)    (13,979)
                                                                   --------    --------

Income from discontinued operations ............................       --           171
Changes in net assets and liabilities of discontinued operations     (2,605)      2,383
                                                                   --------    --------
Net cash provided by (used for) discontinued operations ........     (2,605)      2,554
                                                                   --------    --------

Net cash used for operating activities .........................    (13,880)    (11,425)
                                                                   --------    --------

Cash Flows From Investing Activities:

Capital expenditures ...........................................     (2,240)       (623)
Acquisition of businesses, net of cash acquired ................     (7,000)    (11,679)
Proceeds from sale of investments ..............................       --         4,499
Other ..........................................................        (84)        419
                                                                   --------    --------
Net cash used for investing activities .........................     (9,324)     (7,384)
                                                                   --------    --------

Cash Flows From Financing Activities:

Additions to debt ..............................................     16,500       9,931
Retirements of debt ............................................       (135)       (425)
Dividends paid .................................................       (174)       (219)
Proceeds from stock issuances ..................................        317         143
Other ..........................................................       --          (112)
                                                                   --------    --------

Net cash provided by financing activities ......................     16,508       9,318
                                                                   --------    --------

Net decrease in cash and cash equivalents ......................     (6,696)     (9,491)
Cash and cash equivalents at beginning of period ...............     11,079      11,383
                                                                   --------    --------

Cash and cash equivalents at end of period .....................   $  4,383    $  1,892
                                                                   ========    ========


 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  THE TITAN CORPORATION

                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                    (in thousands of dollars, except per share data)


                                                    Cumulative              Capital
                                                    Convertible             In Excess   Retained
                                                    Preferred    Common      of Par     Earnings   Treasury
                                                     Stock       Stock       Value     (Deficit)    Stock       Total
                                                    --------    --------    --------   --------    --------    --------
<S>                                                 <C>         <C>         <C>        <C>         <C>         <C>
Three months ended March 31, 1999:

Balances at December 31, 1998 ...................   $    695    $    367    $ 75,157   $(22,929)   $ (2,579)   $ 50,711
     Conversion of subordinated debentures ......                      4       1,440                              1,444
     Exercise of stock options and other ........                      1         316                                317
     Dividends on preferred stock -
         Cumulative convertible, $.25 per share .                                          (174)                   (174)
     Net income .................................                                         2,712                   2,712
                                                    --------    --------    --------   --------    --------    --------
Balances at March 31, 1999 ......................   $    695    $    372    $ 76,913   $(20,391)   $ (2,579)   $ 55,010
                                                    ========    ========    ========   ========    ========    ========

Three months ended March 31, 1998:

Balances at December 31, 1997 ...................   $    695    $    348    $ 69,332   $ (2,337)   $ (2,591)   $ 65,447
     Poolings of interests ......................                                          (109)                   (109)
     Exercise of stock options and other ........                      1         142                     45         188
     Shares contributed to employee benefit plans                               (112)                              (112)
     Conversion of subordinated debentures ......                                 38                                 38
     Dividends on preferred stock -
         Cumulative convertible, $.25 per share .                                          (174)                   (174)
         Series B, 6% annual ....................                                           (45)                    (45)
     Net loss ...................................                                       (18,349)                (18,349)
                                                    --------    --------    --------   --------    --------    --------
Balances at March 31, 1998 ......................   $    695    $    349    $ 69,400   $(21,014)   $ (2,546)   $ 46,884
                                                    ========    ========    ========   ========    ========    ========



                  The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
                              THE TITAN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

              (Dollar amounts in thousands, except per share data)

NOTE (1)  BASIS OF FINANCIAL STATEMENT PREPARATION

The accompanying consolidated financial information of The Titan Corporation and
its  subsidiaries  ("Titan" or "the Company") should be read in conjunction with
the Notes to Consolidated Financial Statements contained in the Company's Annual
Report on Form 10-K to the Securities and Exchange Commission for the year ended
December  31,  1998.  The  accompanying   financial   information  includes  all
subsidiaries on a consolidated basis and all normal recurring  adjustments which
are considered  necessary by the Company's management for a fair presentation of
the financial  position,  results of  operations  and cash flows for the periods
presented.  However, these results are not necessarily indicative of results for
a full fiscal year.  The prior year financial  statements  have been restated to
reflect as poolings of  interests  the  acquisitions  of Horizons  Technologies,
Inc.,  VisiCom  Laboratories,  Inc. and Delfin Systems in the second,  third and
fourth quarters of 1998, respectively.  The prior year financial statements have
also been restated for  operations  discontinued  in the fourth  quarter of 1998
(see Note 3) and to reflect the adoption of AICPA  Statement  of Position  98-5,
"Reporting  on the  Costs of  Start-up  Activities"  ("SOP  98-5")  in the third
quarter of 1998. The adoption of SOP 98-5 was recorded effective January 1, 1998
as a cumulative  effect of change in accounting  principle  which  resulted in a
non-cash charge totaling $19,474. Additionally,  certain prior year amounts have
been reclassified to conform to the 1999 presentation (see Note 5).

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

NOTE (2)  ACQUISITIONS

On  January 1, 1999,  the  Company's  wholly-owned  subsidiary,  Titan  Software
Systems Corporation, acquired Transnational Partners II, LLP ("TNP"), a software
services company which provides infrastructure and enterprise resources planning
solutions  for  major  corporations,  for a  purchase  price  of  $9.8  million,
consisting  of $7 million  cash, a $2.8  million note due January 2000  (bearing
interest at 7%),  subject to certain  post-closing  adjustments,  and  preferred
stock  representing a minority  interest in Titan Software Systems  Corporation,
which  comprises the Company's  Software  Systems  segment.  The transaction was
accounted  for as a  purchase,  and the  excess of the  purchase  price over the
estimated fair value of net assets acquired,  to be amortized on a straight-line
basis over 30 years,  was  approximately  $10.7 million at March 31, 1999. TNP's
results of  operations  have been  consolidated  with the  Company's  results of
operations since January 1, 1999.

On March 31, 1998, the Company  acquired all of the outstanding  common stock of
Validity Corporation ("Validity"),  a California corporation, for $12 million in
cash,  and notes payable to the  shareholders  of Validity  totaling $3 million,
subject to post-closing adjustments, if any, due and payable March 31, 1999, and
bearing  interest at the prime rate.  The notes and interest  were paid in April
1999.  The  transaction  was  accounted  for  as a  purchase,  and  accordingly,
Validity's  results of  operations  have been  consolidated  with the  Company's
results of operations beginning April 1, 1998.

Note (3)  DISCONTINUED OPERATIONS

In December 1998, the Company's  Board of Directors  adopted a plan to wind down
the Company's access control systems  business;  therefore,  the results of this
business have been accounted for as a discontinued operation. In addition to the
discontinued operations of the access control systems business, the accompanying
consolidated financial statements reflect operations  discontinued by certain of
the companies acquired by Titan during 1998. All periods presented reflect these
specific operations as discontinued operations.  Net liabilities of discontinued
operations of $3,277 at March 31, 1999 consist primarily of accrued  liabilities
of approximately  $9,300, net of current assets (primarily  accounts  receivable
and inventory) of approximately  $6,000. The liabilities consist of accruals for
contract losses,  estimated wind-down costs and costs related to the closure and
elimination  of leased  facilities.  Charges of  approximately  $3,400 were made
against the accrued  liabilities  in the first  quarter of 1998.  Long-term  net
assets of discontinued operations are primarily fixed assets.

NOTE  (4)  DEBT

At March 31,  1999,  borrowings  outstanding  under the  Company's  $80  million
combined working capital line of credit and term loan available for acquisitions
were $56,500,  at a weighted  average  interest rate of 6.76%,  and  commitments
under letters of credit reducing availability under this agreement were $973. Of
the total borrowings,  $2,588 was short-term. At March 31, 1999, the Company was
in compliance with all financial covenants under its various debt agreements.

NOTE (5)  OTHER FINANCIAL INFORMATION

In the first quarter of 1999, the Company realigned certain operations among its
business segments to better position these operations for strategic transactions
pursuant  to the  Company's  corporate  strategy.  As a result,  the  Company is
reporting  all  commercial  satellite  communications  operating  results in its
Communications  Systems segment,  and all defense  information  technologies and
services operating results are reported in its Information Technologies segment.
This realignment conforms to the provisions of Statement of Financial Accounting
Standards  No. 131  "Disclosure  about  Segments  of an  Enterprise  and Related
Information."  All prior year segment data have been  restated to conform to the
1999 presentation.

The following tables summarize revenues and operating profit (loss) by operating
segment for the three-month periods ended March 31, 1999 and 1998:


                                          Three months ended March 31,
                                               1999        1998
                                             --------    --------
Revenues:
      Information Technologies ...........   $ 62,702    $ 53,533
      Software Systems ...................      8,394       3,491
      Medical Sterilization and Food
          Pasteurization .................      3,762       2,251
      Communications Systems .............      2,317       4,180
      Emerging Technologies and Businesses      1,514       1,175
                                             --------    --------
                                             $ 78,689    $ 64,630
                                             ========    ========

Operating Profit (Loss):
      Information Technologies ...........   $  5,838    $  4,324
      Software Systems ...................      1,430         703
      Medical Sterilization and Food
          Pasteurization .................        341        (122)
      Communications Systems .............       (203)       (458)
      Emerging Technologies and Businesses        222        (157)
                                             --------    --------

Segment operating profit before Corporate       7,628       4,290
Corporate ................................     (2,166)       (946)
                                             --------    --------
                                             $  5,462    $  3,344
                                             ========    ========

The  operating  profit of the  Information  Technologies  segment  for the three
months ended March 31, 1998,  includes  $1,460 of special  charges  representing
costs and expenses of the merger with DBA Systems, Inc. in February 1998.

The following data summarizes information relating to the per share computations
for continuing operations before the cumulative effect of a change in accounting
principle:
<TABLE>
<CAPTION>


                                      Three months ended March 31, 1999    Three months ended March 31, 1998
                                    ------------------------------------  -----------------------------------
                                      Income       Shares      Per-Share   Income       Shares      Per-Share
                                    (Numerator) (Denominator)  Amounts   (Numerator)  (Denominator) Amounts
                                    ----------  ------------   --------  ----------   ------------  --------
<S>                                 <C>         <C>            <C>       <C>          <C>           <C>
Income from continuing
      operations ................   $  2,712                             $    954

Less preferred stock dividends ..       (174)                                (219)
                                    --------                             --------

Basic EPS:
Income from continuing operations
      operations available to
      common stockholders .......      2,538      36,076       $   .07        735       33,890      $   .02

Effect of dilutive securities:
   Stock options ................       --         1,089          (.00)       --         1,392         (.00)
   Warrants .....................       --          --          --            --          44           (.00)
   Debentures ...................        415       7,591          (.00)       --          --           --
                                    --------    --------       -------   --------     --------      -------

Diluted EPS:
Income from continuing operations
      available to common
      stockholders plus assumed
      conversions ...............   $  2,953      44,756       $   .07   $    735       35,326      $   .02
                                    ========    ========       =======   ========     ========      =======

</TABLE>

In the three  months  ended  March 31, 1999 and 1998,  respectively,  options to
purchase  approximately  1,060,500 and 329,400  shares of common stock at prices
ranging  from $5.63 to $9.50 and $6.25 to $9.50 per share were not  included  in
the  computation  of diluted  EPS,  as the  exercise  price of such  options was
greater  than the  average  market  price of the common  shares.  The  potential
conversion of convertible  subordinated  debt to common shares was anti-dilutive
in the first  quarter of 1998. In both 1999 and 1998,  463,248  shares of common
stock that could result from the conversion of cumulative  convertible preferred
stock were not included in the  computation  of diluted EPS, as the effect would
have been anti-dilutive.

Following are details concerning certain balance sheet data:

                                        March 31,          December 31,
                                          1999                 1998
                                       ----------          ----------
Inventories:
      Materials                          $ 3,732               3,871
      Work-in-process                      1,973               1,788
      Finished goods                       2,359               2,987
                                       ----------          ----------
                                       $   8,064           $   8,646
                                       ==========          ==========

Supplemental disclosure of cash payments is as follows:

                                            Three months ended
                                                 March 31,
                                          ----------------------
                                            1999          1998
                                          --------      --------
Interest                                  $    987      $    793
Income taxes                                     8           700

<PAGE>


                              THE TITAN CORPORATION


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

                          (Dollar amounts in thousands,
                             except per share data)


RESULTS OF OPERATIONS

In the first quarter of 1999, the Company realigned certain operations among its
business segments to better position these operations for strategic transactions
pursuant  to the  Company's  corporate  strategy.  As a result,  the  Company is
reporting  all  commercial  satellite  communications  operating  results in its
Communications  Systems segment,  and all defense  information  technologies and
services operating results are reported in its Information Technologies segment.

Consolidated results:

Revenues  for the first  quarter  of 1999  increased  from  $64,630 in the first
quarter of 1998 to $78,689.  Increased revenues were reported in the Information
Technologies,  Software Systems,  Medical  Sterilization and Food Pasteurization
and  Emerging   Technologies  and  Businesses   segments.   Improved   operating
performance was experienced across all of the Company's business segments in the
first quarter of 1999.  The Company  reported net income of $2,712 for the first
quarter of 1999 compared to a net loss of $18,349 for the first quarter of 1998.
Included  in  the  first  quarter  of  1998  are  special   acquisition  related
transaction  charges of $1,460 and income from discontinued  operations of $171.
In addition, the Company adopted Statement of Position (SOP) 98-5 in 1998, which
resulted in a $19,474  write-off  recorded as a cumulative effect of a change in
accounting principle.

Income  from  continuing  operations  in the first  quarter  of 1999 was  $2,712
compared to $954 in the first quarter of 1998. This difference was primarily due
to the impact of the changes in revenues  noted above,  as well as the impact of
the special merger related expenses in the first quarter of 1998.

Selling, general and administrative expense ("SG&A") as a percentage of revenues
decreased slightly from 13.2% in the first quarter of 1998 to 13.0% for the same
period in 1999.  Research and  development  costs (R&D)  decreased  overall from
$1,809  in the first  quarter  of 1998 to  $1,474  for the same  period in 1999.
However, the Company anticipates that the level of R&D spending in the remainder
of  1999  will  increase  in  absolute  dollars  primarily  in  the  Information
Technologies business.

Net interest expense decreased slightly from $1,645 in the first quarter of 1998
compared to $1,589 in the first quarter of 1999.  Increased interest expense due
to increased  levels of borrowings of the Company's  lines of credit were offset
by the impact of a lower weighted  average  interest rate for the period as well
as  decreased  interest  due  to  conversions  of a  portion  of  the  Company's
convertible subordinated debentures to common stock.

The income tax provision  reflects a 30% effective  rate in the first quarter of
1999 compared to a 44% effective  rate in the first quarter of 1998.  The higher
rate in 1998 was  primarily  attributable  to the  inability to offset losses of
certain acquired entities with income of other entities. The Company expects its
effective  income  tax rate to  remain  stable in the  foreseeable  future at an
approximate rate of 30% to 34%.

Business Segments:

Three months ended March 31, 1999 and 1998:

In the Information  Technologies segment,  revenues grew $9,169, from $53,533 in
the first quarter of 1998 to $62,702 in the first quarter of 1999.  The increase
in revenues is principally  due to the revenues  generated by the acquisition of
Validity  Corporation,  which was acquired in March 1998, and to a lesser degree
due to  internal  revenue  growth  experienced  by  several  of the  information
technologies  and systems  businesses.  Operating  income  increased $1,514 from
$4,324 in the first  quarter  of 1998 to  $5,838 in the first  quarter  of 1999.
Included in the first quarter of 1998 are special  acquisition charges of $1,460
related  to the DBA  merger.  Excluding  the  impact of these  special  charges,
operating income increased from $5,784 in the first quarter of 1998 to $5,838 in
1999. The change was due primarily to the impact of the increased revenues noted
above,  offset by the increased mix of lower margin  subcontract  revenue in the
first quarter of 1999.

Software  Systems  segment  revenues  increased  $4,903 from $3,491 in the first
quarter  of 1998 to  $8,394  in the  first  quarter  of 1999,  primarily  due to
increased work performed on contracts with existing  customers in this business,
and to a lesser  degree due to the  revenues  generated  by the  acquisition  of
Transnational  Partners II, LLP ("TNP"), which was acquired in January 1999. The
increase in operating  income of $727 from $703 of operating income in the first
quarter of 1998 to $1,430 in the first  quarter of 1999 was  principally  due to
increased revenues.

Revenues  and  operating  performance  in the  Medical  Sterilization  and  Food
Pasteurization  segment improved from revenue of $2,251 and an operating loss of
$122 in the first quarter of 1998 to revenue of $3,762 and  operating  income of
$341 in the first  quarter of 1999,  respectively.  This  improvement  primarily
relates to work performed on the Company's contract to provide a linear electron
accelerator for the Commissariat `a l'Energie Atomique (CEA) in France, and to a
lesser degree, due to revenues generated on an operating agreement.

Revenues in the  Communications  Systems segment decreased $1,863 from $4,180 in
the first quarter of 1998 to $2,317 in the first quarter of 1999, due to reduced
shipments  made on the Company's  contract with PT.  Pasifik  Satelit  Nusantara
(PSN) to provide rural telephony  terminals for a system in Indonesia.  This was
partially  offset by increased  revenues  recorded on the Company's  contract to
provide a telecommunications  system in Benin, Africa. Operating performance for
this segment  improved  from an operating  loss of $458 in the first  quarter of
1998 to an operating loss of $203 in the first quarter of 1999,  principally due
to  increased  margins,  as  well  as the  winding  down  from  1998  to 1999 of
significant development efforts.

In the Emerging  Technologies and Businesses  segment,  revenues  increased $339
from $1,175 in the first  quarter of 1998 to $1,514 in the first quarter of 1999
primarily  due to  increased  shipments  of  fingerprint  digitization  systems.
Operating  performance improved $379 from an operating loss of $157 in the first
quarter of 1998 to operating  income of $222 in the first quarter of 1999.  This
improvement  primarily  resulted from the impact of the increased revenues noted
above.


LIQUIDITY AND CAPITAL RESOURCES

During the three  months  ended March 31,  1999,  Titan used $11,275 of its cash
resources to meet the  requirements  of its continuing  operations,  principally
related to increased  accounts  receivable  balances of $17,454 primarily in the
Information  Technologies and Software Systems segments.  Other significant cash
uses  were  $7,000  for  the  Company's   acquisition  of  TNP  and  $2,605  for
discontinued  operations.  Cash was provided  primarily by the Company's line of
credit on which an  additional  $16,500  was drawn  during the first  quarter of
1999.

As of March 31, 1999, the Company has a receivable of approximately  $7,800 from
its  Indonesian  customer,  PSN.  The  Company  has  negotiated  a payment  plan
agreement  with PSN for settlement of all amounts due from PSN. The payment plan
agreement provides for an immediate payment by PSN of $1,000, which was received
by the Company in the fourth quarter of 1998,  with the remaining  balance to be
paid in two installments of $3,907 each, on September 30, 1999 and September 30,
2000. All  outstanding  balances will accrue  interest at 10% per annum.  At any
time prior to the payment of all the  obligations in full, the Company may elect
to convert all or a portion of the  principal and interest due into common stock
of PSN,  based on its then current  market  value.  In addition,  if at any time
after the  execution  of this  agreement,  PSN sells any of its  interest in its
wholly-owned  subsidiary,  subject  to other  third  party  obligations,  PSN is
required by the  agreement to  immediately  pay to the Company the lesser of the
$3,907 or the total amount of the  outstanding  balance owed to the Company.  In
the event that PSN obtains financing from additional sources,  the payment terms
of its obligations to the Company will be renegotiated at that time.

Funding  for  the  advancement  of  the  Company's  strategic  goals,  including
acquisitions  and continued  investment in targeted  commercial  businesses  and
start-up ventures, is expected to continue throughout 1999. The Company plans to
finance these  requirements  from a combination  of sources,  which include cash
generation from the Company's core businesses, the Company's bank line of credit
and other available cash sources. One of the Company's primary strategies is the
funding of growth in specific subsidiaries through spin-out transactions. If the
Company is unable to implement this strategy,  whether in whole or in part, then
the  Company  may  need  to  complete  additional  equity  or  convertible  debt
financings which could, however, result in substantial dilution to the Company's
stockholders. Management is continually monitoring and reevaluating its level of
investment  in all of its  operations  and the  financing  sources  available to
achieve the Company's goals in each business area.  Management believes that the
combination of cash on hand,  amounts  available on its credit facility and cash
flow  expected to be generated  from its  operations  will be sufficient to fund
planned investments and working capital requirements through fiscal 1999.

Year 2000 Readiness Disclosure

The  Company  has  implemented  a Year 2000  compliance  program to address  its
current  hardware and software  products  and  development  tools and all of its
major   computing   information   systems   networks,    desktop   systems   and
infrastructure.  In addition, the Company is contacting business associates such
as its third party vendors, business partners, contractors and service providers
to assess their level of readiness.  Finally, the Company has formed a Year 2000
steering  committee  to monitor  implementation  of its overall  program and the
plans of each of its business  units.  Each of the Company's  business units has
formed steering committees to develop and implement compliance plans.

The Company is in the process of assessing  whether its business  unit  products
and  services are Year 2000  compliant.  The Company does not expect its current
products or services  to have  material  Year 2000  issues.  In some cases,  the
Company's  government  customers have  contracted with the Company to modify the
Company's  older  products so that they are Year 2000  compliant.  The Company's
products are not generally sold under extended  warranties,  so the Company does
not expect  that it will have to spend any  material  amounts to make any of its
prior products Year 2000  compliant.  However,  the Company is in the process of
assessing  its  products,  including  the  products  of  its  recently  acquired
businesses, and it cannot predict whether any Year 2000 issues will arise.

As part of its Year 2000  compliance  program,  the  Company  is  reviewing  the
internally  developed  and third  party  software  that it uses for  accounting,
manufacturing processes and other business functions.  Because of its history of
acquisitions,  the  Company has a number of  business  units that use  different
systems;  some of which it knows are not Year 2000 compliant at this time. Based
upon the Company's assessment, it may elect to move business units to other Year
2000  compliant  systems that the Company  currently  uses as part of an overall
plan to consolidate the number of different  systems being used. It is estimated
that the cost of moving business units to new systems will range from $3 million
to $5 million.  Some of the Company's  business units may use internal resources
to convert legacy  application  systems to be Year 2000  compliant.  The Company
does not  separately  track the costs  incurred of its own employees on the Year
2000  project.  Finally,  many of the  Company's  government  contracts  related
business  units  use an  accounting  package  that is not  currently  Year  2000
compliant.  The  supplier  of this  package has  released a Year 2000  compliant
version that the Company is currently  installing.  If the Company cannot timely
correct  all Year 2000  problems,  these  problems  may cause  material  adverse
effects on the  Company's  financial  position,  results of  operations  or cash
flows.

Some of the Company's  customers,  in particular  the U.S.  government,  utilize
complex  billing and accounting  systems to determine when and what amounts will
be paid to the Company under its various contracts. In addition,  several of the
Company's  major  strategic   partners  rely  on  complex  software  systems  to
coordinate and control their  day-to-day  operations.  These complex systems may
not be Year 2000 compliant. Although these customers and strategic partners have
advised  the Company  that they expect to resolve any Year 2000 issues  prior to
December 31, 1999, the Company cannot guarantee that its billing  procedures and
cycles, or its joint sales and marketing  efforts,  will not be interrupted.  If
these  customers'  or business  partners'  Year 2000 issues are not  resolved on
time, or at all, the Company's financial position, results of operations or cash
flows  could  be  materially  and  adversely  affected.  The  Company  plans  on
developing  contingency  plans in the event that its  internal  systems or third
party business associates' systems are not timely corrected.

           FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

Certain  statements  contained in this  Management's  Discussion and Analysis of
Results of Operations and Financial Condition that are not related to historical
results are forward  looking  statements.  Actual results may differ  materially
from those stated or implied in the forward looking statements. Further, certain
forward looking statements are based upon assumptions of future events which may
not prove to be accurate.  These forward  looking  statements  involve risks and
uncertainties  including  but not limited to those  referred to in the Company's
Annual  Report on Form 10-K for the year  ended  December  31,  1998,  regarding
ability to commercialize new technologies, risks of international operations and
dependence on government contracts.


<PAGE>



                              THE TITAN 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, thereunto duly authorized.


Dated:            May 17, 1999

                                    THE TITAN CORORATION




                                           /s/ Eric M. DeMarco
                                    ------------------------------
                                    By:    Eric M. DeMarco
                                           Executive Vice President
                                           Chief Financial Officer


                                           /s/ Deanna Hom Petersen
                                    ------------------------------
                                    By:    Deanna Hom Petersen
                                           Vice President,
                                           Corporate Controller
                                           (Principal Accounting Officer)


<PAGE>





                              THE TITAN CORPORATION

                           PART II - OTHER INFORMATION

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

(a)      (27) Financial Data Schedule.

(b)      During  the three  months  ended  March 31,  1999,  Registrant  filed a
         Current  Report on Form 8-K dated January 14, 1999, to provide  certain
         required  financial  information  of the  Registrant as of November 30,
         1998.