<PAGE>

                       U.S. 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 Period Ended September 30, 1998.

                                         or

     / /  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the Transition Period From _____________ to
     __________________.


               Commission file number 0-27436        



                             TITAN PHARMACEUTICALS, INC.
                (Exact name of registrant as specified in its charter)
                  DELAWARE                               94-3171940
                  --------                               ----------
        (State or Other Jurisdiction of                 (IRS Employer
         Incorporation or Organization)               Identification No.)

   400 OYSTER POINT BLVD., SUITE 505, SOUTH SAN FRANCISCO, CALIFORNIA 94080
   ------------------------------------------------------------------------
        (Address of Principal Executive Offices including zip code)

                                 (650) 244-4990
                                 --------------
               (Registrant's Telephone Number, Including Area Code)


     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Exchange Act 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.  Yes    X      No   
                                              -----         -----

     There were 13,123,508 shares of the Registrant's Common Stock issued and
     outstanding on November 13, 1998.



<PAGE>

                            TITAN PHARMACEUTICALS, INC.
                                 INDEX TO FORM 10-Q
                                          

<TABLE>
<CAPTION>
                                          
PART I.   FINANCIAL INFORMATION                                         PAGE
                                                                        ----
   <S>                                                                  <C>
     Item 1.  Condensed Consolidated Financial Statements (unaudited)

     Condensed Consolidated Balance Sheets  
       September 30, 1998 and December 31, 1997. . . . . . . . . . . . . .3

     Condensed Consolidated Statements of Operations
        Three months and nine months ended September 30, 1998
        and 1997 and period from commencement of 
        operations (July 25, 1991) to September 30, 1998 . . . . . . . . .4

     Condensed Consolidated Statements of Cash Flows
        Nine months ended September 30, 1998 and 1997 and
        period from commencement of operations 
        (July 25, 1991) to September 30, 1998. . . . . . . . . . . . . . .5

     Notes to Condensed Consolidated Financial 
        Statements - September 30, 1998. . . . . . . . . . . . . . . . . .7

     Item 2.  Management's Discussion and Analysis 
        or Plan of Operations. . . . . . . . . . . . . . . . . . . . . . .9

PART II.  OTHER INFORMATION

     
     Item 4. Submission of Matters to a Vote of Securityholders. . . . . 12

     Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 12

     Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 12


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

</TABLE>



                                      
<PAGE>

PART I. FINANCIAL INFORMATION

                          TITAN PHARMACEUTICALS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                         September 30,          December 31,
                                                                              1998                  1997
                                                                          (unaudited)             (Note A)
                                                                        -----------------     -----------------
<S>                                                                      <C>                  <C>
Assets
Current assets
     Cash and cash equivalents                                              $ 14,103,540          $ 24,386,872
     Short-term investments                                                      500,000               500,000
     Prepaid expenses and other current assets                                   109,535                58,937
     Other receivables                                                                 -               371,793
                                                                        -----------------     -----------------
         Total current assets                                                 14,713,075            25,317,602
Furniture and equipment, net                                                     297,847               253,723
Other assets                                                                      15,783                22,898
                                                                        -----------------     -----------------
                                                                            $ 15,026,705          $ 25,594,223
                                                                        -----------------     -----------------
                                                                        -----------------     -----------------
Liabilities and Stockholders' Equity
Current Liabilities
     Accounts payable                                                       $    623,592          $    815,449
     Accrued legal fees                                                          189,303               244,486
     Accrued sponsored research                                                        -                65,500
     Accrued payroll and related                                                 171,640               257,751
     Accrued professional and accounting fees                                     75,000               100,000
     Other accrued liabilities                                                   127,000               192,487
                                                                        -----------------     -----------------
         Total current liabilities                                             1,186,535             1,675,673
Commitments
Minority interest - Series B preferred stock of Ingenex, Inc.                  1,241,032             1,241,032
Guaranteed security value (Note 2)                                                                   5,500,000
Stockholders' Equity
     Preferred stock, at amounts paid in                                       5,000,000             5,000,000
     Common stock, at amounts paid in                                         52,294,220            49,622,796
     Additional paid-in capital                                                6,521,353             6,521,353
     Deferred compensation                                                      (329,520)             (458,340)
     Deficit accumulated during the development stage                        (50,886,915)          (43,508,291)
                                                                        -----------------     -----------------
         Total stockholders' equity                                           12,599,138            17,177,518
                                                                        -----------------     -----------------
                                                                            $ 15,026,705          $ 25,594,223
                                                                        -----------------     -----------------
                                                                        -----------------     -----------------

</TABLE>

         Note A: The balance sheet at December 31, 1997 has been derived from
         the audited financial statements at that date but does not include all
         of the information and footnotes required by generally accepted
         accounting principles for complete financial statements.






             See Notes to Condensed Consolidated Financial Statements
                                      3

<PAGE>

                          TITAN PHARMACEUTICALS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>




                                                                                                                    COMMENCEMENT 
                                              THREE MONTHS ENDED SEPTEMBER 30,  NINE MONTHS ENDED SEPTEMBER 30,     OF OPERATIONS
                                              --------------------------------  -------------------------------   (JULY 25, 1991) TO
                                                   1998             1997              1998           1997         SEPTEMBER 30, 1998
                                              --------------    --------------  --------------   --------------   ------------------
<S>                                           <C>               <C>             <C>              <C>              <C>
License and grant revenue                       $       -       $       -          $       -      $    147,745    $     17,898,281 

Costs and expenses:
   Research and development                       2,138,166       2,375,096          5,289,946       7,193,071          42,180,262 
   Acquired in-process research and                     -               -                            9,500,000          10,186,000 
   General and administrative                       805,214       1,498,576          2,808,743       4,462,467          21,150,692 
                                                ------------    ------------       ------------   ------------   ------------------
      Total costs and expenses                    2,943,380       3,873,672          8,098,689      21,155,538          73,516,954
                                                ------------    ------------       ------------   ------------   ------------------ 
      Loss from operations                       (2,943,380)     (3,873,672)        (8,098,689)    (21,007,793)        (55,618,673)

Other income (expense):
   Equity in loss of ansan pharmaceuticals,                         (89,029)               -          (590,853)         (2,046,939)
   Gain on sale of technology                                           -                  -         8,513,884           8,361,220 
   Interest income                                  189,652         133,574            678,545         452,887           2,515,706 
   Interest expense                                     -            (2,140)               (87)       (140,881)         (4,389,774)
   Gain (loss) on sale of fixed assets                  415             -              (13,016)            -               (13,016)
   Other income (expense)                              (777)            -               54,623             -               259,647 
                                                ------------    ------------       ------------   ------------   ------------------
      Other income (expense) - net                  189,290          42,405            720,065       8,235,037           4,686,844 
                                                ------------    ------------       ------------   ------------   ------------------

Loss before minority interest                    (2,754,090)     (3,831,267)        (7,378,624)    (12,772,756)        (50,931,829)

Minority interest in losses of subsidiaries              -              -                  -               -                44,914 

Net loss                                        $(2,754,090)    $(3,831,267)       $(7,378,624)   $(12,772,756)    $   (50,886,915)

Deemed dividend upon conversion 
of preferred stock                                       -              -                  -               -            (5,431,871)
                                                ------------    ------------       ------------   ------------   ------------------

Net loss attributable to common stockholders    $(2,754,090)    $(3,831,267)       $(7,378,624)   $(12,772,756)        (56,318,786)
                                                ------------    ------------       ------------   ------------   ------------------
                                                ------------    ------------       ------------   ------------   ------------------
Basic and diluted net loss per common share     $     (0.21)    $     (0.29)       $     (0.56)   $      (0.98)
                                                ------------    ------------       ------------   ------------   
                                                ------------    ------------       ------------   ------------   
Shares used in computing basic and diluted
  net loss per share                              13,123,508      13,046,102         13,103,513     12,996,635 
                                                ------------    ------------       ------------   ------------   
                                                ------------    ------------       ------------   ------------   

</TABLE>

             See Notes to Condensed Consolidated Financial Statements


                                       4

<PAGE>

                          TITAN PHARMACEUTICALS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                              
                                                                                                                     PERIOD FROM    
                                                                                                                    COMMENCEMENT    
                                                                     NINE MONTHS ENDED SEPTEMBER 30,                OF OPERATIONS   
                                                                  -------------------------------------          (JULY 25, 1991) TO 
                                                                      1998                     1997              SEPTEMBER 30, 1998
                                                                  -------------           -------------          ------------------

<S>                                                             <C>                    <C>                         <C> 
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                           $ (7,378,624)          $ (12,772,756)              $ (50,886,915)
Adjustments to reconcile net loss to net cash used                                                            
  in operating activities:                                                                                    
   Depreciation and amortization expense                                220,185                 315,818                   1,668,879 
   Issuance of common stock to acquire technology                                             5,500,000                   5,500,000 
   Payment of guaranteed security value                              (3,044,409)                                         (3,044,409)
   Loss (gain) on sale of assets                                         13,016                (218,654)                     13,016 
   Accretion of discount on indebebtedness                                                                                2,290,910 
   Equity in loss of Ansan Pharmaceuticals, Inc.                                                590,854                   2,046,940 
   Other                                                                                                                    (35,653)
   Issuance of common stock to acquire                                                                        
       minority interest of Theracell, Inc.                                                                                 686,000 
   Changes in operating assets and liabilities:
     Prepaid expenses and other current assets                          (50,598)               (139,632)                   (109,535)
     Receivable from Ansan Pharmaceuticals, Inc.                                               (114,123)                        -   
     Other receivables                                                  371,793                                                 -   
     Other assets                                                         7,115                 181,480                     (20,748)
     Accounts payable                                                  (191,857)                863,623                     947,782 
     Accrued license fee                                                 (8,000)                                             (8,000)
     Other accrued liabilities                                         (289,280)               (130,098)                    971,360 
                                                                  -------------           -------------          ------------------
Net cash used in operating activities                               (10,350,659)             (5,923,488)                (39,980,373)
                                                                  -------------           -------------          ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment                                    (173,179)                (80,819)                 (1,324,402)
Proceeds from sale of furniture and equipment                            24,674                                              24,674 
Purchase of short-term  investments                                                            (100,000)                (59,782,493)
Proceeds from sale of short-term investments                                                 12,600,000                  59,282,493 

Issuance of debenture to Ansan 
    Pharmaceuticals, Inc.                                                                    (1,000,000)                        -   
Effect of deconsolidation of 
    Ansan Pharmaceuticals, Inc.                                                                                            (135,934)
                                                                  -------------           -------------          ------------------
Net cash (used in)/provided by investing activities                    (148,505)             11,419,181                  (1,935,662)
                                                                  -------------           -------------          ------------------

</TABLE>

             See Notes to Condensed Consolidated Financial Statements


                                          5

<PAGE>

                          TITAN PHARMACEUTICALS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                              
                                                                                                                   PERIOD FROM    
                                                                                                                   COMMENCEMENT    
                                                                     NINE MONTHS ENDED SEPTEMBER 30,               OF OPERATIONS   
                                                                  -----------------------------------            (JULY 25, 1991) TO 
                                                                      1998                     1997              September 30,1998
                                                                  ------------             ------------           ------------------
<S>                                                                 <C>                    <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES                                                                      
Issuance of common stock                                               215,832                2,998                  30,244,606 
Deferred financing costs                                                                     46,349                    (713,899)
Issuance of preferred stock                                                                                          17,601,443 
Issuance of preferred stock - Novartis                                                                                5,000,000 
Proceeds from notes and advances payable                                                                              2,681,500 
Repayment of notes payable                                                                                           (1,441,500)
Proceeds from Ansan bridge financing                                                                                  1,425,000 
Proceeds from Titan Pharmaceuticals, Inc. and 
    Ingenex, Inc. bridge financing                                                                                    5,250,000 
Repayment of Titan Pharmaceuticals, Inc. and
    Ingenex, Inc. bridge financing                                                                                   (5,250,000)
Payments of principle under capital lease obligation                                       (127,462)                   (633,766)
Proceeds from capital lease bridge financing                                                                            658,206 
Proceeds from Ingenex, Inc. technology financing                                                                      2,000,000 
Principal payments on Ingenex, Inc. technology financing                                 (1,289,313)                 (2,000,000)
Increase in minority interest from issuances of
    preferred stock by Ingenex, Inc.                                                                                  1,241,032 
Issuance of common stock by subsidiaries                                                                                173,652 
Loss (gain) on disposal of assets                                                                                      (216,699)
                                                                  ------------         ------------           ------------------
Net cash provided by/(used in) financing activities                    215,832           (1,367,428)                 56,019,575
                                                                  ------------         ------------           ------------------
                                                                                                             
Net (decrease)/increase in cash and cash equivalents               (10,283,332)           4,128,265                  14,103,540
Cash and cash equivalents, beginning of period                      24,386,872            1,376,532                         -  
                                                                  ------------         ------------           ------------------
Cash and cash equivalents, end of period                          $ 14,103,540         $  5,504,797           $      14,103,540
                                                                  ------------         ------------           ------------------
                                                                  ------------         ------------           ------------------


Supplemental cash flow disclosure
Interest paid                                                     $         87          $   140,881           $       1,393,396
                                                                  ------------           ------------           ------------------
                                                                  ------------           ------------           ------------------


</TABLE>

             See Notes to Condensed Consolidated Financial Statements

                                      6

<PAGE>

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY AND ITS SEVERAL DEVELOPMENT STAGE SUBSIDIARIES

   Titan Pharmaceuticals, Inc. (the "Company" or "Titan"), was incorporated 
in February 1992 in the State of Delaware.  Titan is a biopharmaceutical 
company developing proprietary therapeutics for the treatment of central 
nervous system disorders, cancer and other serious and life-threatening 
diseases.  Titan conducts a portion of its operations through three 
development stage biotechnology companies: Ingenex, Inc. ("Ingenex"), 
Theracell, Inc. ("Theracell") and ProNeura, Inc. ("ProNeura"), collectively, 
(the "Operating Companies").  Trilex Pharmaceuticals, Inc. ("Trilex") was 
incorporated in May 1996, as a wholly owned subsidiary of the Company, to 
engage in the development of cancer therapeutic vaccines utilizing 
anti-idiotypic antibody technology.  In August 1997, Trilex was merged (the 
"Trilex Merger") with and into Titan.

   INGENEX, INC.

   Ingenex was incorporated in July 1991 and reincorporated in June 1992. It 
is engaged in the development of gene-based therapeutics. In June 1997, 
Ingenex sold a research technology and certain fixed assets to 
Pharmaceutical Product Development, Inc. ("PPD") for $8,722,500 in cash and 
the assumption of certain capital lease liabilities and recognized a gain of 
$8,361,220.  At September 30, 1998, the Company owned 81% of Ingenex.

   THERACELL, INC.
   
   Theracell was incorporated in November 1992 to engage in the development of 
novel treatments for various neurologic disorders through the transplantation 
of neural cells and neuron-like cells directly into the brain. At September 
30, 1998, the Company owned 98% of Theracell.

   PRONEURA, INC.

   ProNeura was incorporated in October 1995 to engage in the development of 
cost effective, long term treatment solutions to neurologic and psychiatric 
disorders through an implantable drug delivery system.  At September 30, 
1998, the Company owned 79% of ProNeura.

BASIS OF PRESENTATION 
   
   The accompanying unaudited condensed consolidated financial statements 
include the accounts of Titan and its majority owned subsidiaries after 
elimination of all significant inter-company accounts and transactions.  
These financial statements have been prepared in accordance with generally 
accepted accounting principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, 
they do not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial statements.  
In the opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included.  
Operating results for the nine-month period ended September 30, 1998 are not 
necessarily indicative of the results that may be expected for the year ended 
December 31, 1998.  These financials should be read in conjunction with the 
audited consolidated financial statements and footnotes thereto included in 
the Titan Pharmaceuticals, Inc. annual report on Form 10-K for the year ended 
December 31, 1997.


2. GUARANTEED SECURITY VALUE

In January 1997, the Company entered into an exclusive license agreement with 
Hoechst Marion Roussel, Inc. ("HMRI").  The license agreement gave the 
Company a worldwide license to HMRI's patent rights and know-how related to 
the antipsychotic agent Iloperidone-TM-.  Pursuant to the license, the 
Company paid, during 1997, an up-front license fee of $9,500,000, consisting 
of:  (i) $4,000,000 in cash and (ii) $5,500,000 through the issuance 594,595 
shares of common stock (the "HMRI Shares".)  The Company was obligated to pay 
to HMRI the difference between $5,500,000 and the net proceeds received by 
HMRI upon sale of the above mentioned 



                                      7
<PAGE>

common stock.  Accordingly, the Company had classified the entire $5,500,000 
as a non-current liability under the heading Guaranteed Security Value in the 
accompanying December 31, 1997 balance sheet. In February 1998, HMRI sold the 
HMRI Shares for net proceeds of approximately $2,456,000. Accordingly, in 
March 1998, the Company paid to HMRI approximately $3,044,000, which was 
deducted from Guaranteed Security Value balance.  The remaining balance of 
$2,456,000 was transferred to stockholders' equity.

3. CHANGES IN ACCOUNTING STANDARDS

As of January 1, 1998, the Company adopted Statement of Financial Accounting 
Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130").  SFAS 
No. 130 establishes new rules for the reporting and display of comprehensive 
income and its components; however, the adoption of this statement has no 
impact on the Company's net income/loss or stockholders' equity.  During the 
three months ended September 30, 1998 and 1997 and the nine months ended 
September 30, 1998 and 1997, the Company's comprehensive income/loss was the 
same as the Company's net income/loss for such periods.


















                                         8


                                      
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

   The following discussion contains certain forward-looking statements, within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, the attainment of which involves various risks and
uncertainties.  Forward-looking statements may be identified by the use of
forward-looking terminology such as "may", "will", "expect", "believe",
"estimate", "anticipate", "continue" or similar terms, variations of those terms
or the negative of those terms.  The Company's actual results may differ
materially from those described in these forward-looking statements due to,
among other factors, the results of ongoing research and development activities
and preclinical testing, the results of clinical trials and the availability of
additional financing through corporate partnering arrangements or otherwise.

RESULTS OF OPERATIONS

   Since its inception, the Company's efforts have been principally devoted 
to research and development, including human clinical trials, as well as to 
acquiring licenses and technologies, raising capital and securing patent 
protection.  At September 30, 1998, the Company had an accumulated deficit of 
approximately $50,887,000 resulting from expenditures for research and 
development and general and administrative activities including professional 
fees.

   There were no revenues for the three months ended September 30, 1998 (the 
"1998 quarter") or for the nine months ended September 30, 1998 (the "1998 
nine months"). There were no revenues for the three months ended September 
30, 1997 (the "1997 quarter.)  Total revenues for the nine months ended 
September 30, 1997 (the "1997 nine months") were approximately $148,000, and 
were earned pursuant to US government grants.

   Research and development expenses for the 1998 quarter were approximately 
$2,138,000 compared to $2,375,000 for the 1997 quarter, a decrease of 10%.  
For the 1998 nine months, research and development expenses were $5,290,000 
compared to $7,193,000 for the 1997 nine months, a decrease of 27%.  The 1997 
nine months include expenditures related to a research technology, which was 
subsequently sold by the Company in June 1997. The 1997 nine months and the 
1997 quarter also include expenditures related to the development of 
Iloperidone, which is now being funded by Novartis Pharma AG pursuant to the 
partnering agreement (the "Novartis Sublicense") established by Titan and 
Novartis in November 1997.

   The results for the 1997 nine months also include a non-recurring, 
acquired in-process research and development charge of $9,500,000 related to 
the acquisition of Iloperidone.

   General and administrative expenses for the 1998 quarter were 
approximately $805,000 compared to $1,499,000 for the 1997 quarter, a 
decrease of 46%.  For the 1998 nine months, general and administrative 
expenses were $2,809,000 compared to $4,462,000  for the 1997 nine months, a 
decrease of 37%.  The 1997 nine months includes expenditures related to a 
former subsidiary, which was merged with and into the Company in August 1997 
with a subsequent reduction in personnel and other expenses.

   Other income for the 1997 nine months includes a gain of approximately 
$8,514,000 from the sale of a research technology and certain fixed assets. 
Interest income was approximately $190,000 during the 1998 quarter compared 
to $134,000 during the 1997 quarter.  For the 1998 nine months, interest 
income was $679,000 compared to $453,000 for the 1997 nine months.  Interest 
expense decreased to approximately $100 during the 1998 nine months from 
$141,000 during the 1997 nine months.  There was no interest expense for the 
1998 quarter compared to $2,000 for the 1997 quarter.  Other income for the 
1997 nine months also includes losses of approximately $591,000 representing 
the Company's share of Ansan Pharmaceutical's losses.  The Company's share of 
Ansan's losses for the 1997 quarter was $89,000.

                                      9
<PAGE>

IMPACT OF YEAR 2000

     The year 2000 Issue is the result of computer programs being written 
using two digits rather than four to define the applicable year.  Computer 
programs or hardware that have date-sensitive software or embedded chips may 
recognize a date using "00" as the year 1900 rather than the year 2000.  This 
could result in a system failure or miscalculations causing disruptions of 
operations, including, among other things, a temporary inability to process 
transactions, or engage in similar normal business activities.

     Titan is a relatively young company, incorporated in 1992, and most of 
its Information Technology ("IT") and Non-IT systems were Year 2000 compliant 
when purchased.  The Company believes, therefore, it will not be required to 
implement significant modifications or replace significant portions of its 
software and hardware in order to be Year 2000 compliant.  The Company is, 
however, taking steps to ensure that the Year 2000 Issue does not have a 
material impact on the operation of the Company.

     Significant functions related to the Company's clinical trials are 
carried out by contract research organizations ("CRO's"). These functions 
include, but are not limited to, clinical study monitoring, biostatistics, 
data management and drug manufacturing. The Company is in the process of 
contacting its significant suppliers and CRO's.  At this time the Company is 
not aware of any suppliers or CRO's with a Year 2000 Issue that would 
materially impact the Company's results of operations, liquidity, or capital 
resources.  However, the Company has no means of ensuring that its suppliers 
or CRO's will be Year 2000 ready.  The inability of its suppliers or CRO's to 
complete their Year 2000 resolution process in a timely fashion could 
materially impact the Company.  The effect of non-compliance by external 
agents is not determinable.

LIQUIDITY AND SOURCES OF CAPITAL

     The Company has funded its operation from inception primarily through 
private placements of its securities, as well as the IPO.  During 1997, the 
Company also received approximately $25,861,000 from up-front license fees 
relating to the Novartis Sublicense and the sale of a research technology.

     In March 1998, the Company paid to HMRI approximately $3,044,000 (the 
difference between the net proceeds received by HMRI, upon the sale of the 
HMRI Shares in February 1998, and the $5,500,000 guaranteed value of the HMRI 
Shares when issued.)  As the Company classified the $5,500,000 as guaranteed 
security value, the HMRI Shares had not been included in stockholders' 
equity.  Upon the payment to HMRI, approximately $2,456,000 was credited to 
stockholders' equity.

     In November 1998, the Company agreed to guarantee certain debt 
obligations of the Company's Chief Executive Officer.  Under said guarantee, 
the Company may be obligated to make a payment of up to $400,000.  The 
Company's Chief Executive Officer has pledged approximately 300,000 shares of 
the Company's common stock, owned by the Chief Executive Officer, to secure 
the debt.

     Titan has entered into various agreements with research institutions, 
universities, and other entities for the performance of research and 
development activities and for the acquisition of licenses related to those 
activities.  The aggregate commitments the Company has under these 
agreements, including minimum license payments, for the next 12 months is 
approximately $3,000,000.  Certain of the licenses provide for the payment of 
royalties by the Company on future product sales, if any.  In addition, in 
order to maintain license and other rights while products are under 
development, the Company must comply with customary licensee obligations, 
including the payment of patent related costs and meeting project-funding 
milestones.

     The Company expects to continue to incur substantial additional 
operating losses from costs related to continuation and expansion of research 
and development, clinical trials, and increased administrative and fund 
raising activities over at least the next several years.  To preserve 
operating capital, the Company has chosen to strategically focus on 
development of its later stage products in clinical development, and at least 
temporarily reduce or eliminate spending on certain preclinical programs. 
While the Company has sufficient working capital to sustain planned 
operations for a period greater than 12 months, the Company may seek 
additional financing sooner, depending on numerous factors including, but not 
limited to, the progress of the Company's research and development programs, 
the results of clinical studies, technological advances, determinations as to 
the commercial potential of the Company's products, and the status of 
competitive products.  In May 1998, the Company negotiated a $5,000,000 bank 
line of credit.  In addition, certain expenditures will be dependent on 

                                      10
<PAGE>

the establishment of collaborative relationships with other companies, the 
availability of financing, and other factors.  In any event, the Company 
anticipates that it will require substantial additional financing in the 
future.  There can be no assurance as to the availability or terms of any 
required additional financing, when and if needed.







































                                      11
<PAGE>

                                    PART II

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

On July 24, 1998, the Company held its Annual Meeting of shareholders.  Matters
voted upon at the meeting and the number of affirmative votes, negative votes,
withheld votes and abstentions cast with respect to each such matter were as
follows:

<TABLE>
<CAPTION>

                                                         AFFIRMATIVE       WITHHELD
                                                            VOTES            VOTES
                                                            -----            -----
<S>                                                     <C>                <C>       
1.   Election of the Company's Directors:

     Louis R. Bucalo, M.D.                               10,657,982          33,091
     Ernst-Gunter Afting, M.D., Ph.D.                    10,657,982          33,091
     Victor J. Bauer, Ph.D.                              10,657,982          33,091
     Michael K. Hsu                                      10,657,982          33,091
     Hubert Huckel, M.D.                                 10,657,982          33,091
     Marvin E. Jaffe, M.D.                               10,657,982          33,091
     Konrad M. Weis, Ph.D.                               10,657,982          33,091
     Kenneth J. Widder, M.D.                             10,657,982          33,091

<CAPTION>

                                                         AFFIRMATIVE       AGAINST
                                                            VOTES           VOTES       ABSTENTIONS
                                                         -----------       ---------    -----------
<S>                                                     <C>                <C>           <C>
2.   Approval and ratification of the adoption
     of the Company's 1998 Stock Option:                  2,383,882       1,590,492       44,250


3.   Approval and ratification of the appointment of
     Ernst & Young LLP as independent auditors:          10,669,019          15,754        6,300

</TABLE>

ITEM 5.   OTHER INFORMATION

          On September 15, 1998, Eurelio Cavalier was appointed to the 
          registrant's Board of Directors.  In connection with such 
          appointment, he was granted options to purchase 10,000 shares of 
          Common Stock at an exercise price of $2.47 per share, pursuant to
          the Company's 1998 Stock Option Plan. 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
<TABLE>
        <S>       <C>

          27.1      Financial Data Schedule

</TABLE>


     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed during the nine months ended
          September 30, 1998.




                                      12
<PAGE>

                                  SIGNATURES


   In accordance with the requirements of the Exchange Act, the registrant 
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.

                                   TITAN PHARMACEUTICALS, INC.


          November 13, 1998        By: /s/ Louis R. Bucalo
                                      -------------------------------
                                      Louis R. Bucalo, M.D., President and 
                                      Chief Executive Officer

          November 13, 1998        By: /s/ Robert E. Farrell
                                      -------------------------------
                                       Robert E. Farrell, Chief Financial 
                                       Officer