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 June 30, 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) (858) 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 August 6, 1999,
was 40,905,616.

<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         Six months ended
                                                                      June 30,                  June 30,
                                                               ----------------------    ----------------------
                                                                 1999          1998        1999          1998
                                                               ---------    ---------    ---------    ---------
<S>                                                            <C>          <C>          <C>          <C>
Revenues                                                       $  89,471    $  75,413    $ 168,160    $ 140,043
                                                               ---------    ---------    ---------    ---------
Costs and expenses:
     Cost of revenues                                             67,950       58,342      129,501      107,809
     Selling, general and administrative expense                  11,042        9,305       21,244       17,855
     Research and development expense                              2,252        1,164        3,726        2,973
     Special acquisition related charges                            --           --           --          1,460
                                                               ---------    ---------    ---------    ---------
        Total costs and expenses                                  81,244       68,811      154,471      130,097
                                                               ---------    ---------    ---------    ---------

Operating profit                                                   8,227        6,602       13,689        9,946
Interest expense                                                  (2,235)      (1,814)      (3,831)      (3,610)
Interest income                                                       14           38           21          189
                                                               ---------    ---------    ---------    ---------

Income from continuing operations before income taxes
     and cumulative effect of change in accounting principle       6,006        4,826        9,879        6,525
Income tax provision                                               1,802        1,853        2,963        2,598
                                                               ---------    ---------    ---------    ---------

Income from continuing operations before
     cumulative effect of change in accounting principle           4,204        2,973        6,916        3,927
Cumulative effect of change in accounting
     principle, net of taxes                                        --           --           --        (19,474)
Income from discontinued operations, net of taxes                   --            211         --            382
                                                               ---------    ---------    ---------    ---------

Net income (loss)                                                  4,204        3,184        6,916      (15,165)
Dividend requirements on preferred stock                            (173)        (210)        (347)        (429)
                                                               ---------    ---------    ---------    ---------
Net income (loss) applicable to common stock                   $   4,031    $   2,974    $   6,569    $ (15,594)
                                                               =========    =========    =========    =========


Basic earnings (loss) per share:
     Income from continuing operations before
        cumulative effect of change in accounting principle    $     .11    $     .08    $     .18    $     .10
     Cumulative effect of change in accounting principle            --           --           --           (.57)
     Income from discontinued operations                            --            .01         --            .01
                                                               ---------    ---------    ---------    ---------
     Net income (loss)                                         $     .11    $     .09    $     .18    $    (.46)
                                                               =========    =========    =========    =========

     Weighted average shares                                      37,508       34,563       36,813       34,228
                                                               =========    =========    =========    =========
Diluted earnings (loss) per share:
     Income from continuing operations before
        cumulative effect of change in accounting principle    $     .10    $     .07    $     .16    $     .10
     Cumulative effect of change in accounting principle            --           --           --           (.55)
     Income from discontinued operations                            --            .01         --            .01
                                                               ---------    ---------    ---------    ---------
     Net income (loss)                                         $     .10    $     .08    $     .16    $    (.44)
                                                               =========    =========    =========    =========
     Weighted average shares                                      45,605       45,243       45,312       35,774
                                                               =========    =========    =========    =========


             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)


                                                                      June 30,   December 31,
                                                                       1999         1998
                                                                     ---------    ---------
<S>                                                                  <C>         <C>
Assets
Current Assets:
     Cash and cash equivalents                                       $   5,135    $  11,079
     Accounts receivable - net                                         129,726       88,068
     Inventories                                                        10,605        8,646
     Prepaid expenses and other                                          4,910        2,176
     Deferred income taxes                                               8,731       10,978
                                                                     ---------    ---------
         Total current assets                                          159,107      120,947

Property and equipment - net                                            27,512       25,702
Goodwill - net                                                          72,791       38,694
Other assets                                                            10,365        6,579
Net assets of discontinued operations                                      536          645
                                                                     ---------    ---------
         Total assets                                                $ 270,311    $ 192,567
                                                                     =========    =========

Liabilities and Stockholders' Equity
Current Liabilities:
     Line of credit                                                  $   4,500    $     368
     Accounts payable                                                   26,204       21,335
     Acquisition debt                                                    4,800        3,000
     Current portion of long-term debt                                   2,206        1,581
     Accrued compensation and benefits                                  16,872       12,682
     Other accrued liabilities                                          10,370       11,659
     Net liabilities of discontinued operations                          1,248        5,872
                                                                     ---------    ---------
         Total current liabilities                                      66,200       56,497
                                                                     ---------    ---------

Line of credit                                                          98,000       39,632
Long-term debt                                                          17,767       30,659
Other non-current liabilities                                           17,816       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: 40,530,784 and 36,650,460                 405          367
     Capital in excess of par value                                     88,388       75,157
     Retained earnings (deficit)                                       (16,360)     (22,929)
     Treasury stock (962,837 and 962,530 shares), at cost               (2,600)      (2,579)
                                                                     ---------    ---------
         Total stockholders' equity                                     70,528       50,711
                                                                     ---------    ---------
     Total liabilities and stockholders' equity                      $ 270,311    $ 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)

                                                                     Six months ended
                                                                         June 30,
                                                                   --------------------
                                                                     1999        1998
                                                                   --------    --------
<S>                                                                <C>         <C>
Cash Flows From Operating Activities:

Income from continuing operations                                  $  6,916    $  3,927
Adjustments to reconcile income from continuing
     operations to net cash used for operating
     activities, net of effects of businesses acquired:
         Depreciation and amortization                                4,031       3,655
         Deferred income taxes and other                              2,032         538
         Poolings of interests                                         --          (109)
         Changes in operating assets and liabilities,
             net of the effects of businesses acquired:
                  Accounts receivable                               (20,938)    (12,331)
                  Inventories                                        (1,959)     (3,098)
                  Prepaid expenses and other assets                  (5,150)      1,335
                  Accounts payable                                    1,804       3,064
                  Accrued compensation and benefits                   2,722      (1,197)
                  Other liabilities                                  (1,650)       (909)
                                                                   --------    --------

Net cash used for continuing operations                             (12,192)     (5,125)
                                                                   --------    --------

Income from discontinued operations                                    --           382
Changes in net assets and liabilities of discontinued operations     (4,515)       (765)
                                                                   --------    --------
Net cash used for discontinued operations                            (4,515)       (383)
                                                                   --------    --------

Net cash used for operating activities                              (16,707)     (5,508)
                                                                   --------    --------

Cash Flows From Investing Activities:

Capital expenditures                                                 (3,846)     (1,484)
Acquisition of businesses, net of cash acquired                     (35,729)    (11,679)
Proceeds from sale of investments                                      --         4,499
Other                                                                   124         442
                                                                   --------    --------
Net cash used for investing activities                              (39,451)     (8,222)
                                                                   --------    --------

Cash Flows From Financing Activities:

Additions to debt                                                    62,500      10,808
Retirements of debt                                                 (13,365)     (1,258)
Redemption of Series B Preferred Stock                                 --        (2,500)
Dividends paid                                                         (347)       (429)
Proceeds from stock issuances                                         1,447         650
Other                                                                   (21)       (145)
                                                                   --------    --------

Net cash provided by financing activities                            50,214       7,126
                                                                   --------    --------

Net decrease in cash and cash equivalents                            (5,944)     (6,604)
Cash and cash equivalents at beginning of period                     11,079      11,383
                                                                   --------    --------

Cash and cash equivalents at end of period                         $  5,135    $  4,779
                                                                   ========    ========


 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>
Six months ended June 30, 1999:

Balances at December 31, 1998                       $    695    $    367    $ 75,157    $(22,929)   $ (2,579)   $ 50,711
     Conversion of subordinated debentures                            34      11,788                              11,822
     Exercise of stock options and other                               4       1,443                     (21)      1,426
     Dividends on preferred stock -
         Cumulative convertible, $.50 per share                                             (347)                   (347)
     Net income                                                                            6,916                   6,916
                                                    --------    --------    --------    --------    --------    --------

Balances at June 30, 1999                           $    695    $    405    $ 88,388    $(16,360)   $ (2,600)   $ 70,528
                                                    ========    ========    ========    ========    ========    ========

Six months ended June 30, 1998:

Balances at December 31, 1997                       $    695    $    348    $ 69,332    $ (2,337)   $ (2,591)   $ 65,447
     Conversion of subordinated debentures                            11       4,036                               4,047
     Poolings of interests                                                                  (109)                   (109)
     Exercise of stock options and other                               2         298                      12         312
     Conversion of warrants                                            1         349                                 350
     Shares contributed to employee benefit plans                               (112)                               (112)
     Dividends on preferred stock -
         Cumulative convertible, $.50 per share                                             (347)                   (347)
         Series B, 6% annual                                                                 (82)                    (82)
     Net loss                                                                            (15,165)                (15,165)
                                                    --------    --------    --------    --------    --------    --------
Balances at June 30, 1998                           $    695    $    362    $ 73,903    $(18,040)   $ (2,579)   $ 54,341
                                                    ========    ========    ========    ========    ========    ========


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



                              THE TITAN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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 VisiCom Laboratories,  Inc.
and Delfin Systems in the 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 June 9, 1999, the Company's wholly owned subsidiary Titan Systems Corporation
(formerly named Titan Technologies and Information Systems Corporation) acquired
System  Resources  Corporation  ("SRC"),  an information  technology  government
contractor,  through  a stock  purchase  for a  purchase  price of $35  million,
subject to certain post-closing  adjustments,  consisting of $33 million in cash
paid at closing,  less a $0.5  million  holdback,  and $2 million in  promissory
notes which bear  interest at 7% per annum and become  fully  payable on June 9,
2000. In addition,  the Company agreed to pay the SRC  stockholders  one-half of
approximately  $1.5  million in SRC  receivables  aged more than 720 days to the
extent that any of those  receivables  are collected  within two the year period
following the closing date. The transaction was accounted for as a purchase, and
the excess of the purchase price over the estimated fair value of the net assets
acquired,  to  be  amortized  on  a  straight-line  basis  over  40  years,  was
approximately  $24.4 million at June 30, 1999.  SRC's results of operations have
been consolidated with the Company's results of operations since June 10, 1999.

On  January 1, 1999,  the  Company's  wholly-owned  subsidiary,  Titan  Software
Systems Corporation,  acquired certain assets of 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.  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  $10.6 million at June 30, 1999.  TNP's results of operations have
been  consolidated  with the Company's  results of  operations  since January 2,
1999.
<PAGE>

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
(bearing interest at the prime rate),  subject to post-closing  adjustments,  if
any, due and payable  March 31, 1999.  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.

At December  31,  1998,  the  Company  had $1,090 and $250 in other  current and
non-current  liabilities,   respectively,   primarily  related  to  termination,
retention and other integration  costs, which will be paid by December 31, 1999.
Charges against these reserves were  approximately  $560 in the first six months
of 1999.  These charges were  primarily  related to  termination,  retention and
other integration costs.

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;  accordingly, 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 approximately $1,200 at June 30, 1999 consist primarily of accrued
liabilities of approximately  $7,200, net of current assets (primarily  accounts
receivable and inventories) 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 certain leased  facilities.  Charges of approximately
$2,100 and $5,500 were made against the accrued  liabilities in the three months
and six  months  ended  June 30,  1999,  respectively.  Long-term  net assets of
discontinued operations are primarily fixed assets.

NOTE  (4)  DEBT

On June 9, 1999, in  conjunction  with the  acquisition of SRC (see Note 2), the
Company's  bank  syndicate,  with The Bank of Nova Scotia as the  administrative
agent, amended and increased the Company's existing credit facility. The revised
credit  facility,  totaling $190 million,  includes a $55 million line of credit
for working  capital and general  corporate  purposes,  $60 million ($25 million
original  and $35  million  new  facility)  in  lines  of  credit  dedicated  to
acquisitions  and a $75 million term loan. The credit  facilities are secured by
substantially all of the assets of Titan.  Quarterly  repayment schedules are in
increasing  percentages over 4 years beginning  September 1999 and June 2000 for
the $25 million  original  and the $35 million new  portions of the  acquisition
line, respectively.  The $75 million term loan is to be repaid quarterly at .25%
beginning September 30, 1999 through September 29, 2004 and at 23.75% thereafter
until the final payment at maturity on June 9, 2005.  The Company has the option
to borrow at the bank's  base rate plus a margin of 2% or at LIBOR plus a margin
of 3% on the $75 million term loan.  Margins  applicable to the remaining  lines
are based on the ratio of total debt to EBITDA (earnings before interest, taxes,
depreciation and amortization).

At June 30, 1999,  total  borrowings  outstanding were $102,500 (the $75 million
term loan, $25 million related to acquisitions and $2.5 million of the revolving
line) at a weighted average  interest rate of 7.86 %. Commitments  under letters
of credit,  which reduce  availability of the working capital line, were $873 at
June 30, 1999. Of the total borrowings, $4,500 was short term. At June 30, 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.
<PAGE>

The following tables summarize revenues and operating profit (loss) by operating
segment for the three and six month periods ended June 30, 1999 and 1998:


<TABLE>
<CAPTION>

                                                 Three months                 Six months
                                                 ended June 30,             ended June 30,
                                             ----------------------    ----------------------
                                               1999         1998          1999         1998
                                             ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>
Revenues:
      Information Technologies               $  71,216    $  65,864    $ 133,918    $ 119,397
      Software Systems                          10,466        4,183       18,860        7,674
      Medical Sterilization and Food
         Pasteurization                          2,948        3,398        6,710        5,649
      Communications Systems                     2,559        1,205        4,876        5,385
      Emerging Technologies and Businesses       2,282          763        3,796        1,938
                                             ---------    ---------    ---------    ---------
                                             $  89,471    $  75,413    $ 168,160    $ 140,043
                                             =========    =========    =========    =========

Operating Profit (Loss):
      Information Technologies               $   7,257    $   7,571    $  13,095    $  11,895
      Software Systems                           2,071        1,064        3,501        1,767
      Medical Sterilization and Food
         Pasteurization                            648          490          989          368
      Communications Systems                      (191)      (1,250)        (394)      (1,708)
      Emerging Technologies and Businesses         344          (89)         566         (246)
                                             ---------    ---------    ---------    ---------

Segment operating profit before Corporate       10,129        7,786       17,757       12,076
Corporate                                       (1,902)      (1,184)      (4,068)      (2,130)
                                             ---------    ---------    ---------    ---------
                                             $   8,227    $   6,602    $  13,689    $   9,946
                                             =========    =========    =========    =========

</TABLE>

The operating profit of the Information  Technologies segment for the six months
ended June 30, 1998,  includes $1,460 of special charges  representing costs and
expenses of the merger with DBA Systems, Inc. in February 1998.











                      [THIS SPACE LEFT INTENTIONALLY BLANK]




<PAGE>




The following data summarize  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 June 30, 1999         Three months ended June 30, 1998
                                ---------------------------------------   --------------------------------------
                                                                                                          Per
                                   Income       Shares       Per-Share       Income       Shares         Share
                                (Numerator)  (Denominator)    Amounts     (Numerator)   (Denominator)   Amounts
                                -----------  -------------   ----------   -----------   -------------   --------
<S>                             <C>          <C>             <C>          <C>           <C>             <C>
Income from continuing
  operations                    $     4,204                               $     2,973

Less preferred stock dividends         (173)                                     (210)
                                -----------                               -----------
Basic EPS:
Income from continuing
  operations available to
  common stockholders                 4,031         37,508   $      .11         2,763          34,563   $    .08

Effect of dilutive securities:
   Stock options                       --            1,710         (.01)         --             1,803       (.00)
   Warrants                            --             --            --           --                23       (.00)
   Debentures                           326          6,387         (.00)          451           8,854       (.01)
                                -----------  -------------   ----------   -----------   -------------   --------
Diluted EPS:
Income from continuing
  operations available to
  common stockholders plus
  assumed conversions           $     4,357         45,605   $      .10   $     3,214          45,243   $    .07
                                ===========  =============   ==========   ===========   =============   ========
</TABLE>
<TABLE>
<CAPTION>



                                    Six months ended June 30, 1999            Six months ended June 30, 1998
                                ---------------------------------------   --------------------------------------
                                                                                                          Per
                                   Income       Shares       Per-Share       Income       Shares         Share
                                (Numerator)  (Denominator)    Amounts     (Numerator)   (Denominator)   Amounts
                                -----------  -------------   ----------   -----------   -------------   --------
<S>                             <C>          <C>             <C>          <C>           <C>             <C>
Income from continuing
  operations                    $     6,916                               $     3,927

Less preferred stock dividends         (347)                                     (429)
                                -----------                               -----------
Basic EPS:
Income from continuing
  operations available to
  common stockholders                 6,569         36,813   $      .18         3,498          34,228   $    .10

Effect of dilutive securities:
   Stock options                       --            1,528         (.01)         --             1,511       (.00)
   Warrants                            --             --           --            --                35       (.00)
   Debentures                           741          6,971         (.01)         --              --         --
                                -----------  -------------   ----------   -----------   -------------   --------
Diluted EPS:
Income from continuing
  operations available to
  common stockholders plus
  assumed conversions           $     7,310         45,312   $      .16   $     3,498          35,774   $    .10
                                ===========  =============   ==========   ===========   =============   ========
</TABLE>

<PAGE>



In the three and six  months  ended  June 30,  1999,  respectively,  options  to
purchase  approximately  171,232  and 270,250  shares of common  stock at prices
ranging  from $7.50 to $9.50 and $6.69 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. In the three and six
months  ended June 30,  1998,  respectively,  options to purchase  approximately
284,378 and 287,040 shares of common stock at prices ranging from $7.00 to $9.50
and $6.69 to $9.50 were  similarly  not included in the  computation  of diluted
EPS. The potential conversion of convertible  subordinated debt to common shares
was  anti-dilutive in the six month period ended June 30, 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:

                                           June 30,  December 31,
                                             1999       1998
                                           -------     -------
                   Inventories:
                         Materials         $ 4,895     $ 3,871
                         Work-in-process     3,550       1,788
                         Finished goods      2,160       2,987
                                           -------     -------
                                           $10,605     $ 8,646
                                           =======     =======


Supplemental disclosure of cash payments is as follows:


                            Three months ended     Six months ended
                                  June 30,             June 30,
                              ----------------     ----------------
                                1999     1998        1999     1998
                              -------  -------     -------  -------
                Interest       $2,910   $2,694      $3,897   $3,487
                Income taxes      355      146         363      846


NOTE (6)  SUBSEQUENT EVENT

         On July 22, 1999, the Company acquired Atlantic  Aerospace  Electronics
Corporation  ("AAEC"),  a defense and commercial  technology and systems company
which focuses on applied  research and development in information  technologies,
for cash of $18  million,  subject to  certain  post-closing  adjustments,  plus
potential  payments of up to $3 million  contingent upon certain future contract
awards. The transaction, a stock purchase, will be accounted for as a purchase.









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<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 second quarter of 1999 increased to $89,471 from $75,413 in the
second  quarter of 1998.  Increased  revenues were  reported in the  Information
Technologies, Software Systems, Communications Systems and Emerging Technologies
and Businesses segments.  Improved operating  performance was experienced in the
Software  Systems,   Communications  Systems,  Medical  Sterilization  and  Food
Pasteurization and Emerging  Technologies and Businesses  segments.  The Company
reported  net income of $4,204 and $6,916 for the second  quarter  and the first
six  months of 1999  compared  to net income of $3,184 and a net loss of $15,165
for the second  quarter and the first six months of 1998.  Included in the first
six months ended June 30, 1998 is a special  pre-tax  charge for merger  related
expenses of $1,460  related to the  acquisition of DBA Systems in February 1998.
Included  in the  second  quarter  and first six  months of 1998 is income  from
discontinued operations of $211 and $382, respectively.  In addition,  effective
January 1, 1998, the Company adopted  Statement of Position 98-5, which resulted
in a $19,474  non-cash  charge  recorded as a  cumulative  effect of a change in
accounting principle in the first six months ended June 30, 1998.

Income from continuing operations in the second quarter and the first six months
of 1999 was $4,204 and  $6,916,  respectively,  compared to $2,973 and $3,927 in
the  second  quarter  and the  first  six  months  of 1998,  respectively.  This
difference was primarily  attributable to the impact of the increase in revenues
noted  previously as well as due to the special merger related  expenses in 1998
discussed above.

Selling, general and administrative expense ("SG&A") as a percentage of revenues
remained  flat at 12.3% in the  second  quarter  of 1998 and the same  period in
1999,  and decreased  slightly from 12.7% in the six months of 1998 to 12.6% for
the same  period in 1999.  Research  and  development  costs  ("R&D")  increased
overall from $1,164 in the second  quarter of 1998 to $2,252 for the same period
in 1999, and from $2,973 for the first six months in 1998 to $3,726 for the same
period in 1999.  These  increases were due to an increased level of R&D spending
in the Information Technologies businesses.

Net interest expense increased $445 and $389 in the second quarter and first six
months  ended  June  30,  1999,  compared  to the  comparable  periods  of 1998,
primarily  due to  increased  borrowings  on the  Company's  credit  facilities,
principally  on the  Company's  acquisition  line  resulting  from the Company's
acquisition of SRC on June 9, 1999.

The income tax provision reflects a 30% effective rate in the second quarter and
first six months of 1999 compared to a 38% and 40% effective  rate in the second
quarter  and first six months of 1998,  respectively.  The higher  rates in 1998
were due  primarily  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%.
<PAGE>


Business Segments:

Three months ended June 30, 1999 and 1998:

In the Information  Technologies segment,  revenues grew $5,352, from $65,864 in
the  second  quarter of 1998 to  $71,216  in the  second  quarter  of 1999.  The
increase in revenues was principally due to the following: revenues generated by
the acquisition of System Resources  Corporation ("SRC"),  which was acquired on
June 9, 1999, increased  subcontract revenues and, to a lesser degree,  internal
revenue  growth   experienced  by  several  of  the   Information   Technologies
businesses,   partially   offset  by  reduced   shipments  on  certain   defense
communications  products.  Operating  income  decreased  $314 from $7,571 in the
second quarter of 1998 to $7,257 in the second quarter of 1999, primarily due to
increased R&D expenditures, and to a lesser degree, due to the impact of the mix
of lower-margin subcontract revenues.

Software  Systems segment  revenues  increased  $6,283 from $4,183 in the second
quarter  of 1998 to $10,466 in the  second  quarter  of 1999,  primarily  due to
increased work performed on contracts with existing  customers in this business,
and due to the  revenues  generated by the  acquired  business of  Transnational
Partners II, LLP,  ("TNP") which was acquired in January  1999.  The increase in
operating income of $1,007 from $1,064 of operating income in the second quarter
of 1998 to $2,071 in the second quarter of 1999 was principally due to increased
revenues, offset partially by increased SG&A costs associated with the growth of
the business.

Revenues in the Medical  Sterilization and Food Pasteurization  segment declined
$450 from $3,398 in the second  quarter of 1998, to $2,948 in the second quarter
of 1999. The change in revenues reflects the timing of the Company's manufacture
of several medical  sterilization  systems,  all at different production stages,
during the second quarter of 1998.  Operating  income  improved from $490 in the
second quarter of 1998 to $648 in the second quarter of 1999.  This  improvement
primarily relates to the winding down of a lower margin contract in 1998, and to
a lesser degree, the completion of two medical  sterilization systems during the
quarter,  for which the Company recorded the remaining profit on these contracts
as the systems were delivered.

Revenues in the  Communications  Systems segment increased $1,354 from $1,205 in
the  second  quarter  of 1998 to  $2,559  in the  second  quarter  of 1999,  due
principally  to  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 $1,250 in the second quarter of 1998
to an operating loss of $191 in the second quarter of 1999,  principally  due to
the  increased  revenues,  as  well as the  winding  down  from  1998 to 1999 of
significant development and certification efforts.

In the Emerging  Technologies and Businesses segment,  revenues increased $1,519
from $763 in the second  quarter of 1998 to $2,282 in the second quarter of 1999
primarily  due to  increased  shipments  of  fingerprint  digitization  systems.
Operating  performance improved $433 from an operating loss of $89 in the second
quarter of 1998 to operating  income of $344 in the second quarter of 1999. This
improvement  primarily  resulted from the impact of the increased revenues noted
above.

Six months ended June 30, 1999 and 1998:

In the Information Technologies segment, revenues grew $14,521, from $119,397 in
the six months  ended June 30, 1998 to $133,918 in the six months ended June 30,
1999.  The increase in revenues is principally  due to the following:  increased
subcontract  revenues,  internal  revenue  growth  experienced by several of the
Information Technologies businesses, revenues generated by the acquired business
SRC, which was acquired on June 9, 1999,  partially offset by reduced  shipments
on certain defense  communications  products.  Operating income increased $1,200
from  $11,895  for the six  months  ended June 30,  1998 to $13,095  for the six
months ended June 30, 1999. Included in the operating results for the six months
ended June 30, 1998 is a $1,460 charge for merger  related  expenses.  Excluding
the impact of these merger related  expenses,  operating  income  decreased $260
from  $13,355 in the six months ended June 30, 1998 to $13,095 in the six months
ended June 30, 1999,  primarily  due to  increased  R&D  expenditures,  and to a
lesser  degree,  due  to the  impact  of the  mix  of  lower-margin  subcontract
revenues.
<PAGE>

Software  Systems  segment  revenues  increased  $11,186  from $7,674 in the six
months  ended June 30,  1998 to $18,860 in the six months  ended June 30,  1999,
primarily due to increased work  performed on contracts with existing  customers
in this business,  and due to the revenues generated by the acquired business of
TNP,  which was acquired in January  1999.  The increase in operating  income of
$1,734 from $1,767 of operating  income in the six months ended June 30, 1998 to
$3,501 in the six months  ended June 30, 1999 was  principally  due to increased
revenues, offset partially by increased SG&A costs associated with the growth of
the business.

Revenues  and   operating   income  in  the  Medical   Sterilization   and  Food
Pasteurization  segment  increased from $5,649 and $368 for the six months ended
June 30,  1998,  to $6,710  and $989 for the six  months  ended  June 30,  1999,
respectively.  This  improvement  primarily  relates  to the  winding  down of a
lower-margin  contract in 1998,  and to a lesser  degree,  the completion of two
medical sterilization systems during the quarter, for which the Company recorded
the remaining profit on these contracts as the systems were delivered.

Revenues in the Communications Systems segment decreased from $5,385 for the six
months  ended June 30, 1998 to $4,876 for the same period in 1999.  The decrease
in revenues was due to reduced  shipments  on the  Company's  contract  with PT.
Pasifik Satelit Nusantara ("PSN"),  offset partially by revenues recorded on the
Company's  contract  to provide a  telecommunications  system in Benin,  Africa.
Operating  performance  improved  from an  operating  loss of $1,708 for the six
months ended June 30, 1998 to an operating loss of $394 for the six months ended
June 30, 1999. The improvement in operating performance was due primarily to the
winding  down from 1998 to 1999 of  significant  development  and  certification
efforts.

In the Emerging  Technologies  and  Businesses  segment,  revenues and operating
income  increased  from revenues of $1,938 and an operating  loss of $246 in the
six months  ended June 30, 1998 to revenues  of $3,796 and  operating  income of
$566 in the six months ended June 30, 1999. This improvement was due principally
to increased shipments of fingerprint digitization systems.


LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30, 1999,  Titan used $12,192 for the operating
requirements of continuing operations,  primarily due to an increase in accounts
receivable  balances of $20,938  primarily in the Information  Technologies  and
Software Systems segments.

Cash of $35,729 was used for the Company's  acquisitions of TNP and SRC and cash
used for discontinued  operations was $4,515. Cash was provided primarily by the
Company's line of credit of $62,500.

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.  PSN is required to pay the  remaining
balance in equal installments of $3,907 each on September 30, 1999 and September
30, 2000. All outstanding balances 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.  PSN's
business has been adversely  affected by the Indonesian  economy and there is no
assurance  that these  receivables  will be collected  within the payment  terms
discussed above.
<PAGE>

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 expanded 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 has reviewed 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 $1 million
to $2 million. Some of the Company's business units are using 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 near completion of 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.
<PAGE>

           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.









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<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:            August 16, 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  June 30,  1999,  Registrant  filed the
         following:

         (1)  Current  Report  on Form 8-K dated  June 9,  1999,  to report  the
              acquisition  of  System  Resources  Corporation  ("SRC")  and  the
              amendment to and increase in the Company's credit facility.