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 September 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 November 5,
1999, was 45,307,738.

<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        Nine months ended
                                                                    September 30,            September 30,
                                                               ----------------------    ---------------------
                                                                 1999         1998         1999          1998
                                                               ---------    ---------    ---------    ---------
<S>                                                            <C>          <C>          <C>          <C>
Revenues                                                       $ 105,899    $  78,635    $ 274,059    $ 218,678
                                                               ---------    ---------    ---------    ---------
Costs and expenses:
     Cost of revenues                                             81,646       61,007      211,147      168,816
     Selling, general and administrative expense                  11,713        9,081       32,957       26,936
     Research and development expense                              1,591        1,052        5,317        4,025
      Special acquisition related charges and other                 --          3,093         --          4,553
                                                               ---------    ---------    ---------    ---------
        Total costs and expenses                                  94,950       74,233      249,421      204,330
                                                               ---------    ---------    ---------    ---------

Operating profit                                                  10,949        4,402       24,638       14,348
Interest expense                                                  (2,881)      (1,789)      (6,712)      (5,399)
Interest income                                                      564           73          585          262
                                                               ---------    ---------    ---------    ---------

Income from continuing operations before income taxes
     and cumulative effect of change in accounting principle       8,632        2,686       18,511        9,211
Income tax provision                                               2,590          738        5,553        3,336
                                                               ---------    ---------    ---------    ---------

Income from continuing operations before
     cumulative effect of change in accounting principle           6,042        1,948       12,958        5,875
Cumulative effect of change in accounting
     principle, net of taxes                                        --           --           --        (19,474)
Loss from discontinued operations, net of taxes                     --         (5,999)        --         (5,617)
                                                               ---------    ---------    ---------    ---------

Net income (loss)                                                  6,042       (4,051)      12,958      (19,216)
Dividend requirements on preferred stock                            (174)        (176)        (521)        (605)
                                                               ---------    ---------    ---------    ---------
Net income (loss) applicable to common stock                   $   5,868    $  (4,227)   $  12,437    $ (19,821)
                                                               =========    =========    =========    =========


Basic earnings (loss) per share:
     Income from continuing operations before
        cumulative effect of change in accounting principle    $    0.14    $     .05    $    0.33    $     .15
     Cumulative effect of change in accounting principle            --           --           --           (.56)
     Loss from discontinued operations                              --           (.17)        --           (.16)
                                                               ---------    ---------    ---------    ---------
     Net income (loss)                                         $    0.14    $    (.12)   $    0.33    $    (.57)
                                                               =========    =========    =========    =========

     Weighted average shares                                      40,535       35,466       38,076       34,614
                                                               =========    =========    =========    =========
Diluted earnings (loss) per share:
     Income from continuing operations before
        cumulative effect of change in accounting principle    $    0.13    $     .05    $    0.29    $     .15
     Cumulative effect of change in accounting principle            --           --           --           (.54)
     Loss from discontinued operations                              --           (.14)        --           (.16)
                                                               ---------    ---------    ---------    ---------
     Net income (loss)                                         $    0.13    $    (.09)   $    0.29    $    (.55)
                                                               =========    =========    =========    =========

     Weighted average shares                                      46,285       44,572       45,732       36,013
                                                               =========    =========    =========    =========




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




                                                       2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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


                                                                        September 30,    December 31,
                                                                            1999            1998
                                                                         ---------        ---------
<S>                                                                      <C>              <C>
Assets
Current Assets:
     Cash and cash equivalents                                           $   4,207        $  11,079
     Accounts receivable - net                                             131,787           88,068
     Inventories                                                            12,492            8,646
     Prepaid expenses and other                                              8,938            2,176
     Deferred income taxes                                                   5,635           10,978
                                                                         ---------        ---------
         Total current assets                                              163,059          120,947

Property and equipment - net                                                28,476           25,702
Goodwill - net                                                              89,064           38,694
Other assets                                                                11,929            6,579
Net assets of discontinued operations                                          580              645
                                                                         ---------        ---------
         Total assets                                                    $ 293,108        $ 192,567
                                                                         =========        =========

Liabilities and Stockholders' Equity
Current Liabilities:
     Line of credit                                                      $   6,163        $     368
     Accounts payable                                                       29,598           21,335
     Acquisition debt                                                        4,800            3,000
     Current portion of long-term debt                                       2,089            1,581
     Accrued compensation and benefits                                      17,008           12,682
     Other accrued liabilities                                              11,971           11,659
     Net liabilities of discontinued operations                                 39            5,872
                                                                         ---------        ---------
         Total current liabilities                                          71,668           56,497
                                                                         ---------        ---------

Line of credit                                                             110,712           39,632
Long-term debt                                                               7,090           30,659
Other non-current liabilities                                               16,801           15,068

Stockholders' Equity:
     Preferred stock: $1 par value, authorized 2,500,000 shares:
         Cumulative convertible, $13,897 liquidation preference:
            694,850 and 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: 43,714,755 and 36,650,460                     437              367
     Capital in excess of par value                                         98,833           75,157
     Retained earnings (deficit)                                           (10,492)         (22,929)
     Treasury stock (966,398 and 962,530 shares), at cost                   (2,636)          (2,579)
                                                                         ---------        ---------
         Total stockholders' equity                                         86,837           50,711
                                                                         ---------        ---------
     Total liabilities and stockholders' equity                          $ 293,108        $ 192,567
                                                                         =========        =========




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




                                                3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                                                        Nine months ended
                                                                          September 30,
                                                                     ----------------------
                                                                       1999          1998
                                                                     --------      --------
<S>                                                                  <C>           <C>
Cash Flows From Operating Activities:
Income from continuing operations                                    $ 12,958      $  5,875
Adjustments to reconcile income from continuing
     operations to net cash used for operating
     activities, net of effects of businesses acquired:
         Depreciation and amortization                                  6,797         5,378
         Deferred income taxes and other                                5,012          (251)
         Poolings of interests                                           --            (109)
         Changes in operating assets and liabilities,
             net of the effects of businesses acquired:
                  Accounts receivable                                 (23,954)      (17,273)
                  Inventories                                          (3,706)       (1,700)
                  Prepaid expenses and other assets                   (10,663)        1,087
                  Accounts payable                                      4,992         4,515
                  Accrued compensation and benefits                     2,062        (1,547)
                  Other liabilities                                    (2,166)       (3,773)
                                                                     --------      --------

Net cash used for continuing operations                                (8,668)       (7,798)
                                                                     --------      --------

Loss from discontinued operations                                        --          (5,617)
Changes in net assets and liabilities of discontinued operations       (5,768)        4,052
                                                                     --------      --------
Net cash used for discontinued operations                              (5,768)       (1,565)
                                                                     --------      --------

Net cash used for operating activities                                (14,436)       (9,363)
                                                                     --------      --------

Cash Flows From Investing Activities:

Capital expenditures                                                   (5,672)       (2,284)
Acquisition of businesses, net of cash acquired                       (50,896)      (11,679)
Proceeds from sale of investments                                        --           4,499
Other                                                                      70          (235)
                                                                     --------      --------
Net cash used for investing activities                                (56,498)       (9,699)
                                                                     --------      --------

Cash Flows From Financing Activities:

Additions to debt                                                      76,875        16,520
Retirements of debt                                                   (13,776)       (1,026)
Redemption of Series B Preferred Stock                                   --          (3,000)
Dividends paid                                                           (521)         (605)
Proceeds from stock issuances                                           2,078           684
Other                                                                    (594)         (133)
                                                                     --------      --------

Net cash provided by financing activities                              64,062        12,440
                                                                     --------      --------

Net decrease in cash and cash equivalents                              (6,872)       (6,622)
Cash and cash equivalents at beginning of period                       11,079        11,383
                                                                     --------      --------

Cash and cash equivalents at end of period                           $  4,207      $  4,761
                                                                     ========      ========




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



                                             4
</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>
Nine months ended September 30, 1999:

Balances at December 31, 1998                         $    695      $    367      $ 75,157      $(22,929)     $ (2,579)    $ 50,711
     Conversion of subordinated debentures                                63        22,142                                   22,205
     Exercise of stock options and other                                   7         2,071                         (57)       2,021
     Shares contributed to employee benefit plan                                      (537)                                    (537)
     Dividends on preferred stock -
         Cumulative convertible, $.75 per share                                                     (521)                      (521)
     Net income                                                                                   12,958                     12,958
                                                      --------      --------      --------      --------      --------     --------
Balances at September 30, 1999                        $    695      $    437      $ 98,833      $(10,492)     $ (2,636)    $ 86,837
                                                      ========      ========      ========      ========      ========     ========

Nine months ended September 30, 1998:

Balances at December 31, 1997                         $    695      $    348      $ 69,332      $ (2,337)     $ (2,591)    $ 65,447
     Conversion of subordinated debentures                                15         5,343                                    5,358
     Stock repurchase                                                     (1)         (752)                                    (753)
     Poolings of interests                                                                          (109)                      (109)
     Exercise of stock options and other                                   2           332                          12          346
     Conversion of warrants                                                1           349                                      350
     Shares contributed to employee benefit plans                                     (100)                                    (100)
     Dividends on preferred stock -
         Cumulative convertible, $.75 per share                                                     (521)                      (521)
         Series B, 6% annual                                                                         (84)                       (84)
     Net loss                                                                                    (19,216)                   (19,216)
                                                      --------      --------      --------      --------      --------      --------
Balances at September 30, 1998                        $    695      $    365      $ 74,504      $(22,267)     $ (2,579)     $ 50,718
                                                      ========      ========      ========      ========      ========      ========


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





                                                                 5
</TABLE>

<PAGE>
                              THE TITAN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999

                  (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 a pooling  of  interests  the  acquisition  of Delfin  Systems in the
fourth  quarter of 1998.  The prior  year  financial  statements  have also been
restated for operations  discontinued in the fourth quarter of 1998 (see Note 3)
and 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 and Joint venture

In September 1999, Cayenta.com,  Inc. ("Cayenta.com"),  the Company's subsidiary
(formerly known as Titan Software Systems Corporation)  comprising the Company's
Software Systems segment,  entered into a joint venture named Soliance  Networks
with Sempra  Energy  Information  Solutions,  a new unit of Sempra  Energy,  and
modis, Inc., a Modis Professional  Services company. The new application service
provider  will  provide  Internet-based  information  services  designed to help
mid-sized utilities adapt to the nation's de-regulating energy marketplace in an
efficient and cost-effective manner.

On  July  22,  1999,  the  Company's   wholly  owned  subsidiary  Titan  Systems
Corporation ("TSC"),  (formerly named Titan Technologies and Information Systems
Corporation)  acquired  all of  the  outstanding  stock  of  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  approximately  $18  million,  subject  to  certain
post-closing adjustments, plus potential payments of up to $3 million contingent
upon certain future  contract  awards.  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  $11.9  million at  September  30,  1999.  AAEC's  results of
operations have been consolidated with the Company's results of operations since
July 23, 1999.

On  June  9,  1999,  TSC  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 the two year period  following  the closing  date.  The  transaction  was

                                       6

<PAGE>


accounted for as a purchase, and, accordingly,  SRC's results of operations have
been  consolidated with the Company's results of operations since June 10, 1999.
The purchase  agreement  provided for a post-closing  adjustment to the purchase
price  based  on  the  final  valuation  of  the  acquired  assets  and  assumed
liabilities,  which resulted in an increase of approximately $4.1 million to the
excess of the  purchase  price over the  estimated  fair value of the net assets
acquired  (goodwill)  in the current  quarter  ended  September  30,  1999.  The
goodwill,  to  be  amortized  on  a  straight-line  basis  over  40  years,  was
approximately $29.3 million at September 30, 1999.

On  January  1,  1999,  Cayenta.com  acquired  certain  assets of  Transnational
Partners  II,  LLP  ("TNP"),   a  software   services   company  which  provides
infrastructure and electronic business 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
Cayenta.com.  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  $10.5
million  at  September  30,  1999.   TNP's  results  of  operations   have  been
consolidated with the Company's results of operations since January 2, 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
(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.

Unaudited proforma data giving effect to the purchase of SRC and AAEC as if they
had been acquired at the beginning of 1998 are shown below. Proforma information
related to the TNP and  Validity  acquisitions  is not  presented,  because  the
effect is not significant.

<TABLE>
<CAPTION>
                                                Three months ended            Nine months ended
                                                    September 30,               September 30,
                                              ------------------------    -------------------------
                                                  1999         1998           1999          1998
                                              -----------   ----------    -----------   -----------
<S>                                           <C>           <C>           <C>           <C>
Revenues                                      $   107,061   $   97,672    $   305,385   $   275,791

Income from continuing operations
      before cumulative effect of change
      in accounting principle                       6,011        1,705         11,428         5,532

Net income (loss)                                   6,011       (4,294)        11,428       (19,559)


Basic earnings (loss) per share:
      Income from continuing operations
         before cumulative effect of change
         in accounting principle              $      0.14   $     0.04    $      0.29   $      0.14

      Net income (loss)                              0.14        (0.13)          0.29         (0.58)


Diluted earnings (loss) per share:
      Income from continuing operations
         before cumulative effect of change
         in accounting principle              $      0.13   $     0.04    $      0.26    $     0.14

      Net income (loss)                              0.13        (0.09)          0.26         (0.56)

</TABLE>

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.

                                       7
<PAGE>


Charges for such costs against these reserves were  approximately  $1,300 in the
first nine months of 1999.

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  $-0- at September  30, 1999 consist  primarily of
accrued liabilities of approximately $4,300 net of approximately the same amount
of  current  assets  (primarily  accounts   receivable  and  inventories).   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  $2,900  and  $8,400  were made  against  the  accrued
liabilities  in the three  months and nine  months  ended  September  30,  1999,
respectively.  Long-term  net assets of  discontinued  operations  are primarily
fixed assets.  Management continues to assess the estimated wind-down and and/or
disposal costs associated with the businesses,  and may from time to time adjust
the allowance for such costs accordingly.

NOTE  (4)  DEBT

On September 7, 1999, the Company announced a call for redemption on November 2,
1999, of all of its outstanding 8 1/4% convertible  subordinated  debentures due
November 1, 2003.  At the time of the call,  the Company had  outstanding 8 1/4%
debentures in the aggregate principal amount of approximately $11.6 million. The
balance outstanding at September 30, 1999, was approximately $5.3 million. Prior
to the close of business on October 25, 1999, holders could convert their 8 1/4%
debentures  into  shares of Titan  common  stock at a price of $3.50 per  share.
Immediately  prior to the call and on  September  30,  1999,  the New York Stock
Exchange  composite  closing price of Titan common stock was $11.00 and $14.375,
respectively. Alternatively, holders could have their 8 1/4% debentures redeemed
for 104.125% of the principal amount,  plus accrued interest for the period from
May 1, 1999 to November 2, 1999. All except $1 of the debentures  were converted
prior to the  redemption  date.  Accordingly,  the  remaining $1 was redeemed at
November 2, 1999.

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 portion of the  acquisition
line, respectively.  The $75 million term loan is to be repaid quarterly at .25%
of original  principal  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 September 30, 1999, total  borrowings  outstanding were $116,875 (the $74,813
million term loan and $42,062 of the  acquisition  lines) at a weighted  average
interest  rate of 8.17%.  Commitments  under  letters  of credit,  which  reduce
availability  of the working capital line, were $1,772 at September 30, 1999. Of
the total borrowings,  $6,163 was short-term. At September 30, 1999, the Company
was  in  compliance  with  all  financial   covenants  under  its  various  debt
agreements.

                                       8
<PAGE>


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 and nine month periods ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                  Three months ended             Nine months ended
                                                     September 30,                 September 30,
                                               ------------------------      ------------------------
                                                 1999           1998           1999           1998
                                               ---------      ---------      ---------      ---------
<S>                                            <C>            <C>            <C>            <C>
Revenues:
      Information Technologies                 $  85,627      $  68,969      $ 219,545      $ 188,366
      Software Systems                            10,470          5,568         29,330         13,242
      Medical Sterilization and Food
         Pasteurization                            3,275          2,400          9,985          8,049
      Communications Systems                       5,009            619          9,885          6,004
      Emerging Technologies and Businesses         1,518          1,079          5,314          3,017
                                               ---------      ---------      ---------      ---------
                                               $ 105,899      $  78,635      $ 274,059      $ 218,678
                                               =========      =========      =========      =========

Operating Profit (Loss):
      Information Technologies                 $   8,509      $   6,461      $  21,604      $  18,356
      Software Systems                             2,672          1,465          6,173          3,232
      Medical Sterilization and Food
         Pasteurization                              679            135          1,668            503
      Communications Systems                       2,050         (1,349)         1,656         (3,057)
      Emerging Technologies and Businesses           166             11            732           (235)
                                               ---------      ---------      ---------      ---------

Segment operating profit before Corporate         14,076          6,723         31,833         18,799
Corporate                                         (3,127)        (2,321)        (7,195)        (4,451)
                                               ---------      ---------      ---------      ---------
                                               $  10,949      $   4,402      $  24,638      $  14,348
                                               =========      =========      =========      =========

</TABLE>

The operating profit of the Information  Technologies  segment for the three and
nine month  periods  ended  September  30,  1998,  includes  $2,375 and  $3,835,
respectively,  of special charges primarily  representing  costs and expenses of
the mergers in those  periods.  Also,  in both the three and nine month  periods
ended  September 30, 1998,  Corporate  expenses and the  Communications  Systems
segment  operating loss reflect $275 and $443 of other  merger-related  expenses
and special charges, respectively.






                      [THIS SPACE LEFT INTENTIONALLY BLANK]



                                       9
<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 September 30, 1999    Three months ended September 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                    $     6,042                               $     1,948

Less preferred stock dividends         (174)                                     (176)
                                -----------                               -----------
Basic EPS:
Income from continuing
  operations available to
  common stockholders                 5,868         40,535   $      .14         1,772          35,466   $    .05

Effect of dilutive securities:
   Stock options                       --            2,135         (.00)         --             1,141       (.00)
   Warrants                            --             --            --           --              --          --
   Debentures                            28          3,615         (.01)          378           7,965       (.00)
                                -----------  -------------   ----------   -----------   -------------   --------
Diluted EPS:
Income from continuing
  operations available to
  common stockholders plus
  assumed conversions           $     5,896         46,285   $      .13   $     2,150          44,572   $    .05
                                ===========  =============   ==========   ===========   =============   ========
</TABLE>
<TABLE>
<CAPTION>

                                 Nine months ended September 30, 1999      Nine months ended September 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                    $    12,958                               $     5,875

Less preferred stock dividends         (521)                                     (605)
                                -----------                               -----------
Basic EPS:
Income from continuing
  operations available to
  common stockholders                12,437         38,076   $      .33         5,270          34,614   $    .15

Effect of dilutive securities:
   Stock options                       --            1,824         (.02)         --             1,378       (.00)
   Warrants                            --             --           --            --                21       (.00)
   Debentures                           769          5,832         (.02)         --              --         --
                                -----------  -------------   ----------   -----------   -------------   --------
Diluted EPS:
Income from continuing
  operations available to
  common stockholders plus
  assumed conversions           $    13,206         45,732   $      .29   $     5,270          36,013   $    .15
                                ===========  =============   ==========   ===========   =============   ========
</TABLE>


In the nine months ended September 30, 1999,  options to purchase  approximately
289,000  shares of common stock at prices ranging from $9.50 to $10.63 per share
were not included in the  computation  of diluted EPS, as the exercise  price of

                                       10
<PAGE>

such options was greater than the average market price of the common shares.  No
options were  anti-dilutive in the three months ended September 30, 1999. In the
three and nine  months  ended  September  30,  1998,  respectively,  options  to
purchase  approximately  854,900  and 340,200  shares of common  stock at prices
ranging  from $5.56 to $9.50 and $6.19 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 nine month period
ended September 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:


                                          September 30,    December 31,
                                             1999             1998
                                           -------           -------
              Inventories:
                    Materials              $ 6,099           $ 3,871
                    Work-in-process          4,507             1,788
                    Finished goods           1,886             2,987
                                           -------           -------
                                           $12,492           $ 8,646
                                           =======           =======



Supplemental disclosure of cash payments is as follows:

                            Three months ended     Nine months ended
                               September 30,        September 30,
                              ----------------     ----------------
                                1999     1998        1999     1998
                              -------  -------     -------  -------
                Interest       $1,915   $  823      $5,812   $4,310
                Income taxes    1,916       62       2,279      908



NOTE (6)  SUBSEQUENT EVENTS

On November 2, 1999,  Cayenta.com  acquired JB Systems,  Inc., doing business as
Mainsaver  Corporation,  through  a  stock  purchase  for a  purchase  price  of
approximately  $11.7  million,  subject  to  certain  post-closing  adjustments,
consisting  of  approximately  $8.2 million in cash paid at closing,  less a $.5
million holdback,  a $3.0 million installment which accrues interest at 7.5% per
annum and is fully payable on May 2, 2001,  and a $.5 million note due to one of
the former shareholders,  bearing interest at 10% per annum and fully payable on
September  1,  2001.  The  transaction  will  be  accounted  for as a  purchase.
Mainsaver provides Enterprise Asset Management Software and distributed workflow
management technology to global customers.

On October 26, 1999, the Company received approximately $41.8 million in cash as
a result of the acquisition by Intel Corporation of Ipivot, Inc.  ("Ipivot"),  a
technology  spin-off  from  Titan.  The cash  payment to the Company was for its
ownership  interest in Ipivot of  approximately  8% after the dilutive impact of
Ipivot stock options,  warrants and other equity  instruments.  The  transaction
will recorded by the Company in the fourth quarter of 1999.


                                       11
<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.
Information  pertaining  to prior  periods  has been  restated  to reflect  this
realignment of the Company's business segments.

Consolidated results:

Revenues  for the third  quarter  of 1999  increased  from  $78,635 in the third
quarter  of 1998 to  $105,899.  Increased  revenues  were  reported  across  all
business  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 $6,042 and $12,958 for the third  quarter and nine months
of 1999  compared to a net loss of $4,051 and $19,216 for the third  quarter and
nine  months  of 1998.  Included  in the third  quarter  and nine  months  ended
September  30,  1998 is a special  pre-tax  charge for merger  related and other
expenses of $3,093 and $4,553,  respectively.  Included in the third quarter and
nine  months of 1998 are  losses  from  discontinued  operations  of $5,999  and
$5,617,  respectively.  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 third quarter and nine months of 1999
was $6,042 and $12,958,  compared to $1,948 and $5,875 in the third  quarter and
nine months of 1998. This difference was primarily attributable to the impact of
the increase in revenues  noted  previously as well as due to the special merger
related and other expenses in 1998.

Selling,  general and administrative expense ("SG&A") as a percentage of revenue
decreased  slightly from 11.5% in the third quarter of 1998 to 11.1% in the same
period in 1999, and decreased  slightly from 12.3% in the nine months of 1998 to
12.0%  for the same  period  in  1999.  Research  and  development  costs  (R&D)
increased  overall  from  $1,052 in the third  quarter of 1998 to $1,591 for the
same  period in 1999,  and from $4,025 for the nine months in 1998 to $5,317 for
the same period in 1999.  These increases were due to the increased level of R&D
spending  in the  Information  Technologies  business,  specifically  related to
imaging  products.  The Company  anticipates that the level of R&D spending will
continue to increase for the remainder of fiscal 1999 and through fiscal 2000.

Net  interest  expense  increased  $601 and $990 in the third  quarter  and nine
months ended  September 30, 1999,  compared to the  comparable  periods of 1998,
primarily from interest related to increased  borrowings on the Company's credit
facilities,  principally  on the Company's  acquisition  line resulting from the
Company's  acquisitions  of System  Resources  Corporation  ("SRC") and Atlantic
Aerospace Electronics Corporation ("AAEC").

The income tax provision  reflects a 30% effective rate in the third quarter and
nine  months  of 1999  compared  to a 27% and 36%  effective  rate in the  third

                                       12

<PAGE>

quarter and nine months of 1998.  The higher rate in 1998 was 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%.

Business Segments:

Three months ended September 30, 1999 and 1998:

In the Information Technologies segment,  revenues grew $16,658, from $68,969 in
the third quarter of 1998 to $85,627 in the third quarter of 1999.  The increase
in revenues is principally due to the following:  revenues of $15,692  generated
by the  acquired  businesses  SRC and AAEC  (acquired  June 9, 1999 and July 22,
1999,  respectively),  increased subcontract revenues and to a lesser degree due
to  internal   revenue  growth   experienced  by  several  of  the   information
technologies and systems  businesses,  partially offset by reduced  shipments of
certain defense communications products.  Operating income increased $2,048 from
$6,461  in the  third  quarter  of 1998 to  $8,509  in the same  period in 1999.
Included in the 1998 results are special  acquisition  related charges of $1,932
and $443 related to costs  incurred to file a  registration  statement  with the
Securities  and Exchange  Commission  ("SEC")  which was  ultimately  withdrawn.
Excluding these special charges,  operating income decreased $327 from $8,836 in
the third  quarter  of 1998 to $8,509 in the  third  quarter  of 1999.  One time
credits in the third  quarter of 1998  resulted in higher than normal  operating
profit  margins.  In addition,  a change in product and service  revenue mix, an
increase  in  lower  margin  subcontract  revenue  volumes,  and  increased  R&D
expenditures  for certain  imaging  products  also  resulted in lower  operating
margins  during the third  quarter of 1999.  The impact of the change in revenue
mix and  increased  investment  was  partially  offset  by  credits  related  to
favorable determinations from certain government agencies.

Software  Systems  segment  revenues  increased  $4,902 from $5,568 in the third
quarter  of 1998 to  $10,470  in the third  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, which was acquired in January 1999. Revenues included sales to
a single  federal  agency of $1,526 and $3,294 in the third  quarter of 1999 and
1998, respectively. Sales to another government customer and to a single utility
customer were $4,322 and $3,265, respectively, in the third quarter of 1999. The
increase in operating  income of $1,207 from $1,465 of  operating  income in the
third quarter of 1998 to $2,672 in the third quarter of 1999 was principally due
to increased revenues.

Revenues in the Medical Sterilization and Food Pasteurization  segment increased
$875 from $2,400 in the third quarter of 1998, to $3,275 in the third quarter of
1999. The change in revenues reflects the increased utilization at the Company's
contract  sterilization  facilities  in  Denver,  San  Diego  and the  Dominican
Republic,  and,  to a lesser  degree,  due to  revenues  recorded  on the  x-ray
pasteurization  system being  constructed  for Hawaii  Pride.  Operating  income
improved  from $135 in the third quarter of 1998 to $679 in the third quarter of
1999.  This  improvement  primarily  relates  to the  impact  of  the  increased
revenues.

Revenues in the Communications Systems segment increased $4,390 from $619 in the
third quarter of 1998 to $5,009 in the third quarter of 1999, due principally to
revenues  recorded on the  Company's  contract  to provide a  telecommunications
system in Benin,  Africa, and to a lesser extent, due to revenues related to the
launching  of long  distance  service in El  Salvador  and  Cameroon.  Operating
performance  for this segment  improved from an operating  loss of $1,349 in the
third  quarter  of 1998 to  operating  income of $2,050 in the third  quarter of
1999. Included in third quarter 1999 revenues and operating income is $1,500 and
$2,108, respectively, reflecting the collection of a portion of receivables from
PSN, for which the Company had previously provided a valuation allowance against
the amounts  outstanding.  Included in the third quarter 1998  operating loss is
$443 related to costs  incurred to file a  registration  statement  with the SEC
which was ultimately withdrawn.

In the Emerging  Technologies and Businesses  segment,  revenues  increased $439
from $1,079 in the third  quarter of 1998 to $1,518 in the third quarter of 1999
primarily  due to  increased  shipments  of  fingerprint  digitization  systems.

                                       13
<PAGE>

Operating income increased $155 from $11 in the third quarter of 1998 to $166 in
the third quarter of 1999. This improvement  primarily  resulted from the impact
of the increased revenues noted above.

Nine months ended September 30, 1999 and 1998:

In the Information Technologies segment, revenues grew $31,179, from $188,366 in
the nine months  ended  September  30, 1998 to $219,545 in the nine months ended
September  30,  1999.  The  increase  in  revenues  is  principally  due  to the
following:  revenues of $26,071 generated by the acquired  businesses  Validity,
SRC and AAEC  (acquired  March  31,  1998,  June 9,  1999  and  July  22,  1999,
respectively),  increased  subcontract  revenues  and to a lesser  degree due to
internal revenue growth  experienced by several of the information  technologies
and systems businesses, partially offset by reduced shipments of certain defense
communications  products.  Operating income increased $3,248 from $18,356 in the
nine  months  ended  September  30,  1998 to $21,604 in the same period in 1999.
Included in the 1998 results are special  acquisition  related charges of $3,392
and $443 related to costs  incurred to file a  registration  statement  with the
SEC.  Excluding  these special  charges,  operating  income  decreased $587 from
$22,191  in the nine  months  ended  September  30,  1998 to $21,604 in the same
period in 1999.  One time  credits in the nine months ended  September  30, 1998
resulted in higher than normal operating profit margins.  In addition,  a change
in product and service  revenue  mix,  an increase in lower  margin  subcontract
revenue volumes,  and increased R&D expenditures for certain imaging and defense
satellite  communications  products  also  resulted in lower  operating  margins
during the nine months ended  September  30,  1999.  The impact of the change in
revenue mix and increased R&D investment was partially offset by credits related
to favorable determinations from certain government agencies.

Software  Systems segment  revenues  increased  $16,088 from $13,242 in the nine
months ended  September  30, 1998 to $29,330 in the nine months ended  September
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 Transnational  Partners II, LLP, which was acquired in January 1999.
Revenues  included sales to a single federal agency of $6,461 and $6,555 for the
nine months ended  September 30, 1999 and 1998,  respectively.  Sales to another
government  customer and to a single  utility  customer  were $9,823 and $8,119,
respectively,  for the nine months ended  September  30,  1999.  The increase in
operating  income of $2,941 from $3,232 of  operating  income in the nine months
ended  September 30, 1998 to $6,173 in the nine months ended  September 30, 1999
was principally due to the increased revenues.

Revenues  and   operating   income  in  the  Medical   Sterilization   and  Food
Pasteurization  segment  increased from $8,049 and $503 in the nine months ended
September 30, 1998, to $9,985 and $1,668 in the nine months ended  September 30,
1999, respectively.  This improvement primarily relates to the completion of two
medical  sterilization  systems  during  the  second  quarter  of  1999,  and to
increased  utilization at the San Diego,  Denver and Dominican Republic contract
medical sterilization facilities.

Revenues  and  operating  performance  in  the  Communications  Systems  segment
improved  from  revenues of $6,004 and an  operating  loss of $3,057 in the nine
months ended  September 30, 1998 to revenues of $9,885 and  operating  income of
$1,656 in the nine months ended September 30, 1999. The increase in revenues was
due  principally  to revenues  recorded on the  Company's  contract to provide a
telecommunications  system  in Benin,  Africa,  and to a lesser  extent,  due to
revenues  related to the launching of long  distance  service in El Salvador and
Cameroon.  Included in the nine months 1999  revenues  and  operating  income is
$1,500 and  $2,108,  respectively,  reflecting  the  collection  of a portion of
receivables from PSN, for which the Company had previously  provided a valuation
allowance  against the amounts  outstanding.  Included in the nine months  ended
September 30, 1998  operating  loss is $443 related to costs  incurred to file a
registration statement with the SEC which was ultimately withdrawn.

In the Emerging  Technologies  and  Businesses  segment,  revenues and operating
income  increased  from revenues of $3,017 and an operating  loss of $235 in the
nine months ended September 30, 1998 to revenues of $5,314 and operating  income
of $732 in the nine months ended  September 30, 1999.  This  improvement was due
principally to increased shipments of fingerprint digitization systems.

                                       14
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

During the nine  months  ended  September  30,  1999,  Titan used $8,668 for the
operating  requirements of continuing  operations.  Cash of $50,896 was used for
the Company's  acquisitions of TNP, SRC and AAEC and cash used for  discontinued
operations  was $5,768.  Cash was provided  primarily by the  Company's  line of
credit of $76,875.

The  Company  had a  receivable  of  approximately  $7,800  from its  Indonesian
customer, PSN, under which the Company negotiated a payment plan agreement. This
agreement provided 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 equal  installments  of $3,907 on September  30, 1999 and  September 30,
2000. All outstanding  balances  accrue  interest at 10% per annum.  The Company
received the first $3,907 installment during the fiscal 1999 third quarter, plus
approximately $467 in accrued interest.  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 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,  specifically the
increased  investment  required  in fiscal 2000 to further  grow its  commercial
businesses,  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  developed an overall
Year 2000 compliance  program aimed at addressing  various areas of the business
that may encounter  difficulties as a result of the Year 2000 issue. The overall
program  identified  and assigned  responsibility  to individuals at each of the
Company's  business units to develop and implement  compliance plans specific to
each respective business unit.

     Part of the program was designed to assess  whether the Company's  business
unit products and services are Year 2000  compliant.  As a result of its ongoing
assessment, 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 and services generally do
not have  provisions  for  extended  warranties;  as such,  the Company does not
expect that it will have to spend any material  amounts to make any of its prior
products  Year 2000  compliant.  The Company  continues to assess its  products,
particularly  those of its  recently  acquired  businesses,  and cannot  predict
whether any Year 2000 issues will arise.


                                       15

<PAGE>

     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 key business functions. Because of its history
of  acquisitions,  the Company has a number of business units that use different
systems; some of which are known to have Year 2000 issues. Part of the Company's
strategy  includes  moving  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  ultimately  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's
business units do not separately track the costs incurred of their own employees
on the Year 2000 project.  Finally,  substantially  all the  Company's  business
units use an  accounting  package  for which the  supplier  of this  package has
provided a software  upgrade and certified that the upgrade version is Year 2000
compliant.  If any of the business units experience  system failures as a result
of the Year  2000  issue,  disruptions  could  occur  in  certain  key  business
processes  such as labor and other cost  accumulation,  project  management  and
billing.  If the business  units 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.

     Most of the Company's customers, in particular the U.S. government, utilize
complex  billing and accounting  systems to determine the timing and the amounts
that 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
continues to develop contingency plans in the event that its internal systems or
third party business  associates' systems are not timely corrected or experience
unanticipated failures.

           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.









                      [THIS SPACE LEFT INTENTIONALLY BLANK]






                                       16
<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:            November 11, 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)














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<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 September 30, 1999,  Registrant filed the
         following:

         (1)  Current  Report on Form 8-K/A, Amendment  No. 1, dated  August 23,
              1999,  regarding the acquisition of System  Resources  Corporation
              ("SRC") and the amendment to and increase in the Company's  credit
              facility.













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