As filed with the Securities and Exchange Commission on December 	, 1995
		Registration 
No.  33-		

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
				

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
				

THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware							95-2588754
(State of other jurisdiction of					(I.R.S. Employer
incorporation or organization)					Identification 
No.)

3033 Science Park Road
San Diego, California 92121
(Address of Principal Executive Offices and Zip Code)

				

THE TITAN CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
				
DAVID A. HAHN, ESQ.
The Titan Corporation
3033 Science Park Road
San Diego, California 92121
(Name and address of agent for service)

(619) 552-9491
(Telephone number, including area code, of agent for service)

				

	CALCULATION OF REGISTRATION FEE				
	
		Proposed
	Proposed
	Title of	Maximum
	Maximum
	Securities	Amount	Offering
	Aggregate	Amount of
	to be	to be	Price
	Offering	Registration
	Registered	Registered	Per Share (1)	Price	Fee
							
Common Stock, 0.01 par value................................................
 .	500,000	$7.00	$3,500,000	$1,206.90	
(1)	Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c), based upon the average of the high and low sales 
prices of Common Stock on the New York Stock Exchange on December 13, 
1995.



Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference

The following documents are hereby incorporated by reference in this 
Registration Statement:

(a)	The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1994;

(b)	The Company's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1995;

(c)	The Company's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1995;

(d)	The Company's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1995;

(e)	The Description of the Company's Common Stock included in 
the Company's Registration Statement on Form 8-B under the Securities 
Exchange Act of 1934, file no. 0-2641.

(f)	The Company's Current Statement on Form 8-K, dated September 
7, 1995.

(g)	The Company's Current Statement on Form 8-K, dated October 
18, 1995.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934 after the date this 
Registration Statement is filed with the Securities and Exchange Commission 
and prior to the filing of a post effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities then 
remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be a part of it from the respective dates of 
filing of such documents.  Any statement contained in a document incorporated 
or deemed to be incorporated by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or superseded such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.


Item 4.	Description of Securities

Not applicable.


Item 5.	Interests of Named Experts and Counsel

David A. Hahn, Esq., who has rendered an opinion as to the legality of 
the issuance of stock pursuant to the Plan, which opinion is attached hereto 
as Exhibit 2, is employed by the Company as its Senior Vice President, General 
Counsel and Secretary.


Item 6.	Indemnification of Directors and Officers

The Company's Bylaws provide for indemnification (to the full extent 
permitted by law) of directors, officers, and other agents of the Company 
against expenses, judgments, fines and amounts paid in settlements actually 
and reasonably incurred in connection with any proceeding arising by reason of 
the fact that such person is or was an officer, director, or agent of the 
Company.  The Company also maintains directors and officers liability 
insurance coverage and has entered into indemnification agreements with its 
directors and officers.  Section 145 of the Delaware General Corporation Law 
provides generally that a corporation shall have the power, and in some cases 
is required, to indemnify an agent, including an officer or director, who was 
or is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation) by reason of the fact that he or she is or was a director, 
officer, employee or agent of the corporation, against certain expenses, 
judgments, fines, settlements, and other amounts under certain circumstances.


Item 7.	Exemption from Registration Claimed

Not applicable.


Item 8.	Exhibits

See Index to Exhibits, attached hereto.


Item 9.	Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)	To file during any period in which offers or sales are being 
made, a post effective amendment to this registration statement;

(i)	to include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933;

(ii)	to reflect in the prospectus any facts or events 
arising after the effective date of this registration statement 
(or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change 
in the information set forth in the registration statement; and

(iii)	to include any material information with respect to 
the plan of distribution not previously disclosed in the 
registration statement or any material change to such information 
in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to 
information required to be included in a post-effective amendment by those 
paragraphs which are contained in periodic reports filed by the registrant 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in this registration statement.

(2)	That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.

(b)	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in this 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

(c)	Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.  In the Event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements 
for filing on Form S-8 and has duly caused this Registration Statement to 
be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
 State of 
California, on August 17, 1995.

THE TITAN CORPORATION

By:  		/s/			
Gene W. Ray, President

POWER OF ATTORNEY

Each person whose signature appears below authorizes Gene W. Ray and 
David A. Hahn, 
and either of them, with full power of substitution and resubstitution, 
his true and 
lawful attorneys-in-fact, for him in any and all capacities, to sign any 
amendments 
(including post-effective amendments) to this Registration Statement and to 
file the same, 
with exhibits thereto, and other documents in connection therewith, with 
the Securities 
and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on 
the dates 
indicated.

Signature		Title		Date	


	/s/		Director and Chairman of the Board	August 17, 1995
J. Sidney Webb
			Director, President and
	/s/		Chief Executive Officer		August 17, 1995
Gene W. Ray
			Director, Executive Vice President
	/s/		and Chief Operating Officer		August 17, 1995
John E. Koehler

	/s/		Chief Financial Officer		August 17, 1995
Roger Hay
			Corporate Controller, Principal
	/s/		Accounting Officer		August 17, 1995
Jane E. Judd

	/s/		Director		August 17, 1995
Charles R. Allen

	/s/		Director		August 17, 1995
Daniel J. Fink

	/s/		Director		August 17, 1995
Thomas G. Pownall



INDEX TO EXHIBITS

EXHIBIT	PAGE

4	The Titan Corporation 1995 Employee Stock Purchase Plan.	7

23	Opinion and consent of David A. Hahn.	15

23	Consent of Arthur Andersen LLP.	16

24	Power of Attorney (page 5 of the Registration Statement).	-



THE TITAN CORPORATION

1995 EMPLOYEE STOCK PURCHASE PLAN


Section 1.	Definitions

As used in this 1995 Employee Stock Purchase Plan of The Titan 
Corporation, the following terms shall have the meanings respectively assigned 
to them below:

(a)	"Board" shall mean the Board of Directors of Titan.

(b)	"Code" shall mean the Internal Revenue Code of 1986, as 
amended.

(c)	"Committee" shall mean the Compensation, Stock Option and 
Pension Committee of the Board.

(d)	"Eligible Employee" shall mean a person who is eligible 
under the provisions of Section 3 to participate in the 
Plan.

(e)	"Market Value" means, as of a particular date, (i) if the 
Stock is listed on an exchange, the closing price of the 
Stock on such date on such exchange, (ii) if the Stock is 
quoted through the National Association of Securities 
Dealers, Inc. Automated Quotation ("NASDAQ") National Market 
System or any successor thereto, the closing price of the 
Stock on such date and (iii) if the Stock is quoted through 
NASDAQ (but not on the National Market System) or otherwise 
publicly traded, the average of the closing bid and asked 
prices of the Stock on such date.  In the event that the 
Stock is not traded on the date as of which Market Value is 
to be determined, Market Value shall be determined as of the 
next preceding trading day. 

(f)	"Participant" shall mean an Eligible Employee who has 
elected to participate in the Plan by filing a subscription 
agreement in accordance with the terms of the Plan.

(g)	"Employer" shall mean Titan and any Related Corporation 
which has been designated in writing by the Committee as 
such.

(h)	"Plan" shall mean The Titan Corporation 1995 Employee Stock 
Purchase Plan.

(i)	"Plan Account" shall mean the account kept by Titan for each 
Participant in accordance with the provisions of Section 9.

(j)	"Regular Earnings" shall mean the part of the Participant's 
compensation used to determine his or her allowable 
contribution according to the provisions of Section 8.

(k)	"Related Corporation" shall mean any corporation which is or 
during the term of the Plan becomes a parent corporation of 
Titan, as defined in Section 424(e) of the Code, or a 
subsidiary corporation of Titan, as defined in Section 
424(f) of the Code.

(l)	"Stock" shall mean the Common Stock, $0.01 par value, of 
Titan, or such other securities as may be substituted for 
such Stock in accordance with Section 14.

(m)	"Subscription Date" shall mean the last day of each 
Subscription Period.

(n)	"Subscription Period" shall mean such periods for 
acquisition of Stock as set forth in Section 5.

(o)	"Subscription Price" shall mean the price per share as 
determined in Section 7, to be paid by the Participants for 
Stock acquired under the Plan.

(p)	"Titan" shall mean The Titan Corporation, a Delaware 
corporation.


Section 2.	ESTABLISHMENT OF THE PLAN

This Plan shall be known as The Titan Corporation 1995 Employee 
Stock Purchase Plan.  The purpose of the Plan is to encourage ownership of 
Stock by employees of Titan and any Related Corporations, and to provide an 
additional incentive for the employees to promote the success of the business 
of Titan and any Related Corporations.  The Plan is intended to meet the 
requirements of an "Employee Stock Purchase Plan" as defined in Section 423 of 
the Code.



Section 3.	ELIGIBLE EMPLOYEES

(a)	All individuals who, on the last day on which Stock is 
traded before a Subscription Period begins, are employees of an Employer shall 
be deemed to be eligible to participate in the Plan, except that any employee 
(i) who has not as of such date completed ninety (90) days of employment, (ii) 
whose customary employment is for less than twenty (20) hours per week or less 
than five (5) months per year or (iii) who is an officer of Titan (as defined 
in Rule 16a-1 promulgated under the Securities Exchange Act of 1934) shall not 
be an Eligible Employee.

(b)	A person who is otherwise an Eligible Employee shall not be 
granted any right to purchase Stock under the Plan to the extent (i) it would, 
if exercised, cause the person to own shares of Stock (including shares which 
would be owned if all outstanding options to purchase Stock owned by such 
person were exercised) in excess of five percent (5%) of the total combined 
voting power of all classes of stock of Titan or of any Related Corporation, 
or (ii) it causes such person to have purchase rights under all employee stock 
purchase plans of Titan and any Related Corporation which exceed $25,000 of 
Market Value of Stock (determined at the time the right to purchase Stock 
under this Plan is granted) for each calendar year in which such right is 
outstanding.  For this purpose a right to purchase Stock accrues when it first 
becomes exercisable during the calendar year.  In determining whether the 
stock ownership of an Eligible Employee equals or exceeds the five percent 
(5%) limit set forth above, the rules of Section 424(d) of the Code (relating 
to attribution of stock ownership) shall apply, and Stock which the employee 
may purchase under outstanding options shall be treated as Stock owned by the 
employee.


Section 4.	ENROLLMENT

Any person who is an Eligible Employee who desires to subscribe 
for the purchase of Stock for the following Subscription Period must submit a 
subscription agreement to the Committee at least ten days prior to the 
beginning of such Subscription Period.  Once enrolled, an Eligible Employee 
will continue to participate in the Plan for each succeeding Subscription 
Period until he or she terminates his or her participation or ceases to be an 
Eligible Employee.  If a Participant ceases to be an Eligible Employee, his or 
her participation shall cease immediately and the amount credited to the 
Participant's Plan Account will be refunded in cash.  If a Participant desires 
to change his or her rate of contribution he or she may do so effective for 
the next Subscription Period by filing a new subscription agreement at least 
ten days prior to the beginning of such Subscription Period; provided, 
however, a Participant may decrease his or her rate of contribution once 
during any Subscription Period (but not below one percent (1%) of Regular 
Earnings as that term is defined in Section 8) by filing an amended 
subscription agreement.


Section 5.	DURATION OF OFFER; SUBSCRIPTION PERIODS

This Plan shall be in effect from January 1, 1996 through and 
including December 31, 2005.  During the duration of the Plan there will be 
twenty (20) Subscription Periods.  Each Subscription Period runs from January 
1 through June 30, or July 1 through December 31 or such other period which is 
designated by the Board as a Subscription Period.  Following designation by 
the Board of the initial Subscription Period under the Plan, all succeeding 
semi-annual periods described above shall be deemed Subscription Periods 
without need of further Board action unless and until contrary action shall 
have been taken by the Board prior to the beginning of what would otherwise be 
a Subscription Period.


Section 6.	SHARES TO BE OFFERED

The total number of shares to be made available under this Plan is 
Five Hundred Thousand (500,000) authorized and unissued or treasury shares of 
Stock, subject to any adjustments pursuant to Section 14 of the Plan.  Subject 
to any adjustments pursuant to Section 14 of the Plan, the aggregate number of 
shares a Participant may purchase under the Plan during each Subscription 
Period shall not exceed the result of $12,500 divided by the Market Value of 
the shares on the last trading day before the first day of the Subscription 
Period, and then rounded down, if necessary, to the nearest whole number.  In 
the event that all of the Stock made available under the Plan is subscribed 
prior to the expiration of the Plan, the Plan may be terminated in accordance 
with Section 15 of the Plan.  Titan shall, at all times during which 
subscriptions are outstanding, reserve and keep available shares of Stock 
sufficient to satisfy such subscriptions, and shall pay all fees and expenses 
incurred by Titan in connection therewith.


Section 7.	SUBSCRIPTION PRICE

The "Subscription Price" for each share of Stock shall be eighty-
five percent (85%) of the lesser of (i) the Market Value of such share on the 
first day of the Subscription Period or (ii) the Market Value of such share on 
the last day of the Subscription Period.


Section 8.	AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT

Except as otherwise provided herein, the Subscription Price will 
be payable by the Participant by means of payroll deduction.  The minimum 
deduction shall be no less than one percent (1%) of the Participant's Regular 
Earnings, and the maximum deduction shall be no more than ten percent (10%) of 
such Participant's Regular Earnings.  "Regular Earnings" means the total 
salary, bonus and overtime paid to a Participant during the Subscription 
Period, but excluding fringe benefits and any other form of remuneration.  
Payroll deductions will commence with the first pay check issued during the 
Subscription Period and will continue with each pay check throughout  the 
entire Subscription Period except for pay periods for which the Participant 
receives no compensation (i.e., uncompensated personal leave, leave of 
absence, etc.).  A Participant may change his or her rate of contribution 
during a Subscription Period only as provided in Section 4 above.  Accumulated 
payroll deductions held by Titan in Plan Accounts shall not bear interest, nor 
shall Titan be obligated to segregate the same from any of its other assets.


Section 9.	PURCHASE OF SHARES

(a)	Titan will maintain a Plan Account in the name of each 
Participant.  At the close of each pay period, the amount deducted from the 
Participant's Regular Earnings will be credited to the Participant's Plan 
Account.  On each Subscription Date, the amount then in the Participant's Plan 
Account will be divided by the Subscription Price for such Subscription Period 
and the Participant's Plan Account will be credited with the number of whole 
shares which result.  Any amount representing a fractional share and remaining 
in the Participant's Plan Account after deducting the amount required to pay 
for the number of shares issued will be deemed to be an advance payment of the 
Subscription Price for the next Subscription Period but will not otherwise 
reduce the amount a Participant may contribute pursuant to Section 8 during 
the next Subscription Period.  In the event the number of shares of Stock 
subscribed for in any Subscription Period exceeds the remaining number of 
shares available for sale under the Plan, the available shares shall be 
allocated among the Participants in proportion to their Plan Account balances 
at the end of such Subscription Period, exclusive of any amounts carried 
forward pursuant to the preceding sentence.  Any amount remaining in a 
Participant's Plan Account will be refunded in cash, without interest.

	(b) Shares of Stock purchased on any Subscription Date shall be 
delivered to a broker designated by the Committee to hold shares for the 
benefit of the Participants.  As determined by the Committee from time to 
time, such shares shall be delivered as physical certificates or by means of a 
book entry system.  Although the Participant may direct the broker to sell 
such shares at any time (subject to the restrictions of Section 12 of the Plan 
and applicable securities laws), the shares otherwise must be held in an 
account with the broker designated by the Committee until 24 months after the 
first day of the Subscription Period for which the shares were purchased.  
Following such 24-month period, a Participant may transfer his or her shares 
to another broker or to any other person (including the Participant) but all 
costs incident to such transfer shall be paid by the Participant.


Section 10.	WITHDRAWAL FROM THE PLAN

A Participant may withdraw from the Plan by submitting a written 
request to the Company at least three business days prior to the effective 
date of withdrawal.  At the time of withdrawal the amount credited to the 
Participant's Plan Account will be refunded in cash, without interest.  A 
Participant who withdraws from the Plan during a Subscription Period may not 
enroll again in the Plan until the next Subscription Period.  A Participant's 
withdrawal during one Subscription Period does not prevent the Participant 
from re-enrolling during subsequent Subscription Periods.


Section 11.	TERMINATION OF EMPLOYMENT

Termination of employment for any reason including death shall be 
treated as an automatic withdrawal as set forth in Section 10.  A transfer 
from one Employer to another Employer shall not be treated as a termination of 
employment.  For purposes of this Section 11, a Participant shall be deemed to 
be employed throughout any leave of absence for military service, illness or 
other bona fide purpose which does not exceed the longer of ninety days or the 
period during which the Participant's re-employment rights are guaranteed by 
statute (including without limitation the Veterans Re-employment Rights Act or 
similar statute relating to military service) or by contract.  If the 
Participant does not return to active employment prior to the termination of 
such period, his or her employment shall be deemed to have ended on the 
ninety-first day of such leave of absence, or on the first day following 
expiration of such longer period guaranteed by statute or by contract as 
provided above.


Section 12.	TRANSFERABILITY

(a)	Except for transfers by will or under the laws of descent 
and distribution, (i) neither the payroll deduction credited to a 
Participant's Plan Account nor an Eligible Employee's right to purchase Stock 
under this Plan may be sold, assigned, transferred, pledged, or otherwise 
disposed of or encumbered, and any such action taken by the Participant or 
Eligible Employee, or any claim asserted by another party in respect of such 
right or interest, shall be void and (ii) rights to purchase Stock under this 
Plan may be exercised only by an Eligible Employee.

(b)	Shares of Stock purchased under the Plan may not be 
assigned, transferred, pledged or otherwise disposed of until after completion 
of six full calendar months following the end of the Subscription Period 
during which the shares of Stock were acquired.  Thereafter the shares of 
Stock may be sold or otherwise transferred without restrictions subject to the 
restrictions of Section 9 (b); provided that the foregoing restrictions will 
lapse with respect to any Participant in the event of the death of such 
Participant.


Section 13.	APPLICATION OF FUNDS

All funds received or held by Titan under the Plan are not held in 
trust and may be used for any corporate purpose.


Section 14.	ADJUSTMENT OF AND CHANGES IN THE STOCK

In the event that the shares of Stock shall be changed into or 
exchanged for a different number or kind of shares of stock or other 
securities of Titan or of another corporation (whether by reason of merger, 
consolidation, recapitalization, stock split, combination of shares, or 
otherwise), or if the number of shares of Stock shall be increased through a 
stock split or the payment of a stock dividend, then there shall be 
substituted for or added to each share of Stock theretofore reserved for sale 
under the Plan, the number and kind of shares of stock or other securities 
into which each outstanding share of Stock shall be so changed, or for which 
each such share shall be exchanged, or to which each such share shall be 
entitled, as the case may be, or the number or kind of securities which may be 
sold under the Plan and the purchase price per share shall be appropriately 
adjusted consistent with such change in such manner as the Board may deem 
equitable to prevent dilution or enlargement of rights granted to, or 
available for, Eligible Employees.  Similarly, if the number of shares of 
Stock shall be decreased through a reverse stock split or otherwise, the 
number of securities and purchase price per share shall be proportionally 
adjusted.


Section 15.	AMENDMENT OR DISCONTINUANCE OF THE PLAN

The Board shall have the right to amend, modify or terminate the 
Plan at any time without notice, provided that without the approval of the 
Company's stockholders no such amendment shall increase the total number of 
shares of Stock subject to the Plan, change the formula by which the price at 
which the shares of Stock shall be sold is determined, or change the class of 
employees eligible to participate in the Plan.  Without limiting the 
generality of the foregoing but subject to the foregoing proviso, the Board 
may amend the Plan from time to time to increase or decrease the length of any 
future Subscription Periods (e.g. to an annual period), but not in excess of 
the maximum period allowable for the Plan to meet the requirements of Section 
423 of the Code, and to make all required conforming changes to the Plan.  In 
the event that, after the initial Subscription Period, there occurs a 
dissolution or liquidation of the Company, the plan shall terminate, and each 
Participant shall have the amount in his or her Plan Account refunded in cash, 
without interest.


Section 16.	ADMINISTRATIVE

The Plan shall be administered by the Board.  The Board shall have 
authority to interpret the Plan, to prescribe, amend and rescind rules and 
regulations relating to the Plan, and to make all other determinations 
necessary or advisable for the administration of the Plan.  Any interpretation 
or construction of any provision of the Plan by the Board shall be final and 
conclusive on all persons.  The Board may delegate all or any portion of its 
authority with respect to the Plan to the Committee, and thereafter until such 
delegation is revoked by the Board all powers under the Plan delegated to the 
Committee shall be exercised by the Committee.


Section 17.	EMPLOYEE'S RIGHTS

Nothing in this Plan shall prevent Titan or any Related 
Corporation from terminating any employee's employment.  No employee shall 
have any rights as a stockholder until full payment has been made for the 
shares of Stock for which he or she has subscribed.


Section 18.	APPROVAL OF BOARD AND STOCKHOLDERS

The Plan was approved by the Board on August 17, 1995.  The Plan 
is subject to approval by the stockholders of Titan within twelve months of 
such Board approval.  If stockholder approval is not so obtained, the Plan 
shall terminate and each Participant shall have the then existing amount of 
his or her Plan Account refunded in cash, without interest, and each 
Participant shall surrender and have no further rights or interest in any 
Stock to be purchased under the Plan.





December 13, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Re:	Registration Statement on Form S-8

Gentlemen:

I have examined the Registration Statement, together with exhibits 
thereto, to be filed with you relating to the registration of common stock, 
$0.01 par value per share (the "Common Stock"), issuable in connection with 
The Titan Corporation 1995 Employee Stock Purchase Plan (the "Plan").  I am 
familiar with the proceedings taken and to be taken by The Titan Corporation, 
a Delaware corporation (the "Company"), in connection with the issuance of 
shares of Common Stock under the Plan and the authorization of such issuance 
thereunder, and have examined such documents and such questions of law and 
fact as I have deemed necessary in order to express the opinion hereinafter 
stated.

Based on the foregoing, it is my opinion that the shares of Common 
Stock of the Company to be issued pursuant to the Plan have been duly 
authorized, and that such Common Stock, when issued in accordance with the 
terms of the Plan, will be legally and validly issued, fully paid and 
nonassessable.

I hereby consent to the filing of this opinion as an exhibit to 
the above referenced Registration Statement.

Very truly yours,


	/s/
David A. Hahn, Esq.
Senior Vice President
General Counsel and Secretary





CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated February 17, 1995 
incorporated by reference in The Titan Corporation's Form 10-K for the year 
ended December 31, 1994 and to all references to our firm included in this 
registration statement.


		/s/
ARTHUR ANDERSEN LLP.


San Diego, California
December 15, 1995
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As filed with the Securities and Exchange Commission on December 	, 1995
		Registration 
No.  33-		

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
				

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
				

THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware							95-2588754
(State of other jurisdiction of					(I.R.S. Employer
incorporation or organization)					Identification 
No.)

3033 Science Park Road
San Diego, California 92121
(Address of Principal Executive Offices and Zip Code)

				

THE TITAN CORPORATION
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
				
DAVID A. HAHN, ESQ.
The Titan Corporation
3033 Science Park Road
San Diego, California 92121
(Name and address of agent for service)

(619) 552-9491
(Telephone number, including area code, of agent for service)

				

	CALCULATION OF REGISTRATION FEE				
	
		Proposed
	Proposed
	Title of	Maximum
	Maximum
	Securities	Amount	Offering
	Aggregate	Amount of
	to be	to be	Price
	Offering	Registration
	Registered	Registered	Per Share (1)	Price	Fee
							
Common Stock, 0.01 par value................................................
 .	500,000	$7.00	$3,500,000	$1,206.90	
(1)	Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c), based upon the average of the high and low sales 
prices of Common Stock on the New York Stock Exchange on December 13, 
1995.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

The following documents are hereby incorporated by reference in this 
Registration Statement:

(a)	The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1994;

(b)	The Company's Quarterly Report on Form 10-Q for the quarter 
ended March 31, 1995;

(c)	The Company's Quarterly Report on Form 10-Q for the quarter 
ended June 30, 1995;

(d)	The Company's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1995;

(e)	The Description of the Company's Common Stock included in 
the Company's Registration Statement on Form 8-B under the Securities 
Exchange Act of 1934, file no. 0-2641.

(f)	The Company's Current Statement on Form 8-K, dated September 
7, 1995.

(g)	The Company's Current Statement on Form 8-K, dated October 
18, 1995.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Securities Exchange Act of 1934 after the date this 
Registration Statement is filed with the Securities and Exchange Commission 
and prior to the filing of a post effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities then 
remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be a part of it from the respective dates of 
filing of such documents.  Any statement contained in a document incorporated 
or deemed to be incorporated by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or superseded such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.	Description of Securities

Not applicable.

Item 5.	Interests of Named Experts and Counsel

David A. Hahn, Esq., who has rendered an opinion as to the legality of 
the issuance of stock pursuant to the Plan, which opinion is attached hereto 
as Exhibit 2, is employed by the Company as its Senior Vice President, General 
Counsel and Secretary.

Item 6.	Indemnification of Directors and Officers

The Company's Bylaws provide for indemnification (to the full extent 
permitted by law) of directors, officers, and other agents of the Company 
against expenses, judgments, fines and amounts paid in settlements actually 
and reasonably incurred in connection with any proceeding arising by reason of 
the fact that such person is or was an officer, director, or agent of the 
Company.  The Company also maintains directors and officers liability 
insurance coverage and has entered into indemnification agreements with its 
directors and officers.  Section 145 of the Delaware General Corporation Law 
provides generally that a corporation shall have the power, and in some cases 
is required, to indemnify an agent, including an officer or director, who was 
or is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the corporation) by reason of the fact that he or she is or was a director, 
officer, employee or agent of the corporation, against certain expenses, 
judgments, fines, settlements, and other amounts under certain circumstances.

Item 7.	Exemption from Registration Claimed

Not applicable.

Item 8.	Exhibits

See Index to Exhibits, attached hereto.

Item 9.	Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)	To file during any period in which offers or sales are being 
made, a post effective amendment to this registration statement;

(i)	to include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933;

(ii)	to reflect in the prospectus any facts or events 
arising after the effective date of this registration statement 
(or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change 
in the information set forth in the registration statement; and

(iii)	to include any material information with respect to 
the plan of distribution not previously disclosed in the 
registration statement or any material change to such information 
in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to 
information required to be included in a post-effective amendment by those 
paragraphs which are contained in periodic reports filed by the registrant 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in this registration statement.

(2)	That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.

(b)	The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in this 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

(c)	Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions, or otherwise, 
the registrant has been advised that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as expressed 
in the Act and is, therefore, unenforceable.  In the Event that a claim for 
indemnification against such liabilities (other than the payment by the 
registrant of expenses incurred or paid by a director, officer or controlling 
person of the registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements 
for filing on Form S-8 and has duly caused this Registration Statement to 
be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
 State of 
California, on August 17, 1995.

THE TITAN CORPORATION

By:  		/s/			
Gene W. Ray, President

POWER OF ATTORNEY

Each person whose signature appears below authorizes Gene W. Ray and 
David A. Hahn, 
and either of them, with full power of substitution and resubstitution, 
his true and 
lawful attorneys-in-fact, for him in any and all capacities, to sign any 
amendments 
(including post-effective amendments) to this Registration Statement and to 
file the same, 
with exhibits thereto, and other documents in connection therewith, with 
the Securities 
and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on 
the dates 
indicated.

Signature		Title		Date	

	/s/		Director and Chairman of the Board	August 17, 1995
J. Sidney Webb
			Director, President and
	/s/		Chief Executive Officer		August 17, 1995
Gene W. Ray
			Director, Executive Vice President
	/s/		and Chief Operating Officer		August 17, 1995
John E. Koehler

	/s/		Chief Financial Officer		August 17, 1995
Roger Hay
			Corporate Controller, Principal
	/s/		Accounting Officer		August 17, 1995
Jane E. Judd

	/s/		Director		August 17, 1995
Charles R. Allen

	/s/		Director		August 17, 1995
Daniel J. Fink

	/s/		Director		August 17, 1995
Thomas G. Pownall

INDEX TO EXHIBITS

EXHIBIT	PAGE

4	The Titan Corporation 1995 Employee Stock Purchase Plan.	7

23	Opinion and consent of David A. Hahn.	15

23	Consent of Arthur Andersen LLP.	16

24	Power of Attorney (page 5 of the Registration Statement).	-

THE TITAN CORPORATION

1995 EMPLOYEE STOCK PURCHASE PLAN

Section 1.	Definitions

As used in this 1995 Employee Stock Purchase Plan of The Titan 
Corporation, the following terms shall have the meanings respectively assigned 
to them below:

(a)	"Board" shall mean the Board of Directors of Titan.

(b)	"Code" shall mean the Internal Revenue Code of 1986, as 
amended.

(c)	"Committee" shall mean the Compensation, Stock Option and 
Pension Committee of the Board.

(d)	"Eligible Employee" shall mean a person who is eligible 
under the provisions of Section 3 to participate in the 
Plan.

(e)	"Market Value" means, as of a particular date, (i) if the 
Stock is listed on an exchange, the closing price of the 
Stock on such date on such exchange, (ii) if the Stock is 
quoted through the National Association of Securities 
Dealers, Inc. Automated Quotation ("NASDAQ") National Market 
System or any successor thereto, the closing price of the 
Stock on such date and (iii) if the Stock is quoted through 
NASDAQ (but not on the National Market System) or otherwise 
publicly traded, the average of the closing bid and asked 
prices of the Stock on such date.  In the event that the 
Stock is not traded on the date as of which Market Value is 
to be determined, Market Value shall be determined as of the 
next preceding trading day. 

(f)	"Participant" shall mean an Eligible Employee who has 
elected to participate in the Plan by filing a subscription 
agreement in accordance with the terms of the Plan.

(g)	"Employer" shall mean Titan and any Related Corporation 
which has been designated in writing by the Committee as 
such.

(h)	"Plan" shall mean The Titan Corporation 1995 Employee Stock 
Purchase Plan.

(i)	"Plan Account" shall mean the account kept by Titan for each 
Participant in accordance with the provisions of Section 9.

(j)	"Regular Earnings" shall mean the part of the Participant's 
compensation used to determine his or her allowable 
contribution according to the provisions of Section 8.

(k)	"Related Corporation" shall mean any corporation which is or 
during the term of the Plan becomes a parent corporation of 
Titan, as defined in Section 424(e) of the Code, or a 
subsidiary corporation of Titan, as defined in Section 
424(f) of the Code.

(l)	"Stock" shall mean the Common Stock, $0.01 par value, of 
Titan, or such other securities as may be substituted for 
such Stock in accordance with Section 14.

(m)	"Subscription Date" shall mean the last day of each 
Subscription Period.

(n)	"Subscription Period" shall mean such periods for 
acquisition of Stock as set forth in Section 5.

(o)	"Subscription Price" shall mean the price per share as 
determined in Section 7, to be paid by the Participants for 
Stock acquired under the Plan.

(p)	"Titan" shall mean The Titan Corporation, a Delaware 
corporation.

Section 2.	ESTABLISHMENT OF THE PLAN

This Plan shall be known as The Titan Corporation 1995 Employee 
Stock Purchase Plan.  The purpose of the Plan is to encourage ownership of 
Stock by employees of Titan and any Related Corporations, and to provide an 
additional incentive for the employees to promote the success of the business 
of Titan and any Related Corporations.  The Plan is intended to meet the 
requirements of an "Employee Stock Purchase Plan" as defined in Section 423 of 
the Code.

Section 3.	ELIGIBLE EMPLOYEES

(a)	All individuals who, on the last day on which Stock is 
traded before a Subscription Period begins, are employees of an Employer shall 
be deemed to be eligible to participate in the Plan, except that any employee 
(i) who has not as of such date completed ninety (90) days of employment, (ii) 
whose customary employment is for less than twenty (20) hours per week or less 
than five (5) months per year or (iii) who is an officer of Titan (as defined 
in Rule 16a-1 promulgated under the Securities Exchange Act of 1934) shall not 
be an Eligible Employee.

(b)	A person who is otherwise an Eligible Employee shall not be 
granted any right to purchase Stock under the Plan to the extent (i) it would, 
if exercised, cause the person to own shares of Stock (including shares which 
would be owned if all outstanding options to purchase Stock owned by such 
person were exercised) in excess of five percent (5%) of the total combined 
voting power of all classes of stock of Titan or of any Related Corporation, 
or (ii) it causes such person to have purchase rights under all employee stock 
purchase plans of Titan and any Related Corporation which exceed $25,000 of 
Market Value of Stock (determined at the time the right to purchase Stock 
under this Plan is granted) for each calendar year in which such right is 
outstanding.  For this purpose a right to purchase Stock accrues when it first 
becomes exercisable during the calendar year.  In determining whether the 
stock ownership of an Eligible Employee equals or exceeds the five percent 
(5%) limit set forth above, the rules of Section 424(d) of the Code (relating 
to attribution of stock ownership) shall apply, and Stock which the employee 
may purchase under outstanding options shall be treated as Stock owned by the 
employee.

Section 4.	ENROLLMENT

Any person who is an Eligible Employee who desires to subscribe 
for the purchase of Stock for the following Subscription Period must submit a 
subscription agreement to the Committee at least ten days prior to the 
beginning of such Subscription Period.  Once enrolled, an Eligible Employee 
will continue to participate in the Plan for each succeeding Subscription 
Period until he or she terminates his or her participation or ceases to be an 
Eligible Employee.  If a Participant ceases to be an Eligible Employee, his or 
her participation shall cease immediately and the amount credited to the 
Participant's Plan Account will be refunded in cash.  If a Participant desires 
to change his or her rate of contribution he or she may do so effective for 
the next Subscription Period by filing a new subscription agreement at least 
ten days prior to the beginning of such Subscription Period; provided, 
however, a Participant may decrease his or her rate of contribution once 
during any Subscription Period (but not below one percent (1%) of Regular 
Earnings as that term is defined in Section 8) by filing an amended 
subscription agreement.

Section 5.	DURATION OF OFFER; SUBSCRIPTION PERIODS

This Plan shall be in effect from January 1, 1996 through and 
including December 31, 2005.  During the duration of the Plan there will be 
twenty (20) Subscription Periods.  Each Subscription Period runs from January 
1 through June 30, or July 1 through December 31 or such other period which is 
designated by the Board as a Subscription Period.  Following designation by 
the Board of the initial Subscription Period under the Plan, all succeeding 
semi-annual periods described above shall be deemed Subscription Periods 
without need of further Board action unless and until contrary action shall 
have been taken by the Board prior to the beginning of what would otherwise be 
a Subscription Period.

Section 6.	SHARES TO BE OFFERED

The total number of shares to be made available under this Plan is 
Five Hundred Thousand (500,000) authorized and unissued or treasury shares of 
Stock, subject to any adjustments pursuant to Section 14 of the Plan.  Subject 
to any adjustments pursuant to Section 14 of the Plan, the aggregate number of 
shares a Participant may purchase under the Plan during each Subscription 
Period shall not exceed the result of $12,500 divided by the Market Value of 
the shares on the last trading day before the first day of the Subscription 
Period, and then rounded down, if necessary, to the nearest whole number.  In 
the event that all of the Stock made available under the Plan is subscribed 
prior to the expiration of the Plan, the Plan may be terminated in accordance 
with Section 15 of the Plan.  Titan shall, at all times during which 
subscriptions are outstanding, reserve and keep available shares of Stock 
sufficient to satisfy such subscriptions, and shall pay all fees and expenses 
incurred by Titan in connection therewith.

Section 7.	SUBSCRIPTION PRICE

The "Subscription Price" for each share of Stock shall be eighty-
five percent (85%) of the lesser of (i) the Market Value of such share on the 
first day of the Subscription Period or (ii) the Market Value of such share on 
the last day of the Subscription Period.

Section 8.	AMOUNT OF CONTRIBUTION; METHOD OF PAYMENT

Except as otherwise provided herein, the Subscription Price will 
be payable by the Participant by means of payroll deduction.  The minimum 
deduction shall be no less than one percent (1%) of the Participant's Regular 
Earnings, and the maximum deduction shall be no more than ten percent (10%) of 
such Participant's Regular Earnings.  "Regular Earnings" means the total 
salary, bonus and overtime paid to a Participant during the Subscription 
Period, but excluding fringe benefits and any other form of remuneration.  
Payroll deductions will commence with the first pay check issued during the 
Subscription Period and will continue with each pay check throughout  the 
entire Subscription Period except for pay periods for which the Participant 
receives no compensation (i.e., uncompensated personal leave, leave of 
absence, etc.).  A Participant may change his or her rate of contribution 
during a Subscription Period only as provided in Section 4 above.  Accumulated 
payroll deductions held by Titan in Plan Accounts shall not bear interest, nor 
shall Titan be obligated to segregate the same from any of its other assets.

Section 9.	PURCHASE OF SHARES

(a)	Titan will maintain a Plan Account in the name of each 
Participant.  At the close of each pay period, the amount deducted from the 
Participant's Regular Earnings will be credited to the Participant's Plan 
Account.  On each Subscription Date, the amount then in the Participant's Plan 
Account will be divided by the Subscription Price for such Subscription Period 
and the Participant's Plan Account will be credited with the number of whole 
shares which result.  Any amount representing a fractional share and remaining 
in the Participant's Plan Account after deducting the amount required to pay 
for the number of shares issued will be deemed to be an advance payment of the 
Subscription Price for the next Subscription Period but will not otherwise 
reduce the amount a Participant may contribute pursuant to Section 8 during 
the next Subscription Period.  In the event the number of shares of Stock 
subscribed for in any Subscription Period exceeds the remaining number of 
shares available for sale under the Plan, the available shares shall be 
allocated among the Participants in proportion to their Plan Account balances 
at the end of such Subscription Period, exclusive of any amounts carried 
forward pursuant to the preceding sentence.  Any amount remaining in a 
Participant's Plan Account will be refunded in cash, without interest.

	(b) Shares of Stock purchased on any Subscription Date shall be 
delivered to a broker designated by the Committee to hold shares for the 
benefit of the Participants.  As determined by the Committee from time to 
time, such shares shall be delivered as physical certificates or by means of a 
book entry system.  Although the Participant may direct the broker to sell 
such shares at any time (subject to the restrictions of Section 12 of the Plan 
and applicable securities laws), the shares otherwise must be held in an 
account with the broker designated by the Committee until 24 months after the 
first day of the Subscription Period for which the shares were purchased.  
Following such 24-month period, a Participant may transfer his or her shares 
to another broker or to any other person (including the Participant) but all 
costs incident to such transfer shall be paid by the Participant.

Section 10.	WITHDRAWAL FROM THE PLAN

A Participant may withdraw from the Plan by submitting a written 
request to the Company at least three business days prior to the effective 
date of withdrawal.  At the time of withdrawal the amount credited to the 
Participant's Plan Account will be refunded in cash, without interest.  A 
Participant who withdraws from the Plan during a Subscription Period may not 
enroll again in the Plan until the next Subscription Period.  A Participant's 
withdrawal during one Subscription Period does not prevent the Participant 
from re-enrolling during subsequent Subscription Periods.

Section 11.	TERMINATION OF EMPLOYMENT

Termination of employment for any reason including death shall be 
treated as an automatic withdrawal as set forth in Section 10.  A transfer 
from one Employer to another Employer shall not be treated as a termination of 
employment.  For purposes of this Section 11, a Participant shall be deemed to 
be employed throughout any leave of absence for military service, illness or 
other bona fide purpose which does not exceed the longer of ninety days or the 
period during which the Participant's re-employment rights are guaranteed by 
statute (including without limitation the Veterans Re-employment Rights Act or 
similar statute relating to military service) or by contract.  If the 
Participant does not return to active employment prior to the termination of 
such period, his or her employment shall be deemed to have ended on the 
ninety-first day of such leave of absence, or on the first day following 
expiration of such longer period guaranteed by statute or by contract as 
provided above.

Section 12.	TRANSFERABILITY

(a)	Except for transfers by will or under the laws of descent 
and distribution, (i) neither the payroll deduction credited to a 
Participant's Plan Account nor an Eligible Employee's right to purchase Stock 
under this Plan may be sold, assigned, transferred, pledged, or otherwise 
disposed of or encumbered, and any such action taken by the Participant or 
Eligible Employee, or any claim asserted by another party in respect of such 
right or interest, shall be void and (ii) rights to purchase Stock under this 
Plan may be exercised only by an Eligible Employee.

(b)	Shares of Stock purchased under the Plan may not be 
assigned, transferred, pledged or otherwise disposed of until after completion 
of six full calendar months following the end of the Subscription Period 
during which the shares of Stock were acquired.  Thereafter the shares of 
Stock may be sold or otherwise transferred without restrictions subject to the 
restrictions of Section 9 (b); provided that the foregoing restrictions will 
lapse with respect to any Participant in the event of the death of such 
Participant.

Section 13.	APPLICATION OF FUNDS

All funds received or held by Titan under the Plan are not held in 
trust and may be used for any corporate purpose.

Section 14.	ADJUSTMENT OF AND CHANGES IN THE STOCK

In the event that the shares of Stock shall be changed into or 
exchanged for a different number or kind of shares of stock or other 
securities of Titan or of another corporation (whether by reason of merger, 
consolidation, recapitalization, stock split, combination of shares, or 
otherwise), or if the number of shares of Stock shall be increased through a 
stock split or the payment of a stock dividend, then there shall be 
substituted for or added to each share of Stock theretofore reserved for sale 
under the Plan, the number and kind of shares of stock or other securities 
into which each outstanding share of Stock shall be so changed, or for which 
each such share shall be exchanged, or to which each such share shall be 
entitled, as the case may be, or the number or kind of securities which may be 
sold under the Plan and the purchase price per share shall be appropriately 
adjusted consistent with such change in such manner as the Board may deem 
equitable to prevent dilution or enlargement of rights granted to, or 
available for, Eligible Employees.  Similarly, if the number of shares of 
Stock shall be decreased through a reverse stock split or otherwise, the 
number of securities and purchase price per share shall be proportionally 
adjusted.

Section 15.	AMENDMENT OR DISCONTINUANCE OF THE PLAN

The Board shall have the right to amend, modify or terminate the 
Plan at any time without notice, provided that without the approval of the 
Company's stockholders no such amendment shall increase the total number of 
shares of Stock subject to the Plan, change the formula by which the price at 
which the shares of Stock shall be sold is determined, or change the class of 
employees eligible to participate in the Plan.  Without limiting the 
generality of the foregoing but subject to the foregoing proviso, the Board 
may amend the Plan from time to time to increase or decrease the length of any 
future Subscription Periods (e.g. to an annual period), but not in excess of 
the maximum period allowable for the Plan to meet the requirements of Section 
423 of the Code, and to make all required conforming changes to the Plan.  In 
the event that, after the initial Subscription Period, there occurs a 
dissolution or liquidation of the Company, the plan shall terminate, and each 
Participant shall have the amount in his or her Plan Account refunded in cash, 
without interest.

Section 16.	ADMINISTRATIVE

The Plan shall be administered by the Board.  The Board shall have 
authority to interpret the Plan, to prescribe, amend and rescind rules and 
regulations relating to the Plan, and to make all other determinations 
necessary or advisable for the administration of the Plan.  Any interpretation 
or construction of any provision of the Plan by the Board shall be final and 
conclusive on all persons.  The Board may delegate all or any portion of its 
authority with respect to the Plan to the Committee, and thereafter until such 
delegation is revoked by the Board all powers under the Plan delegated to the 
Committee shall be exercised by the Committee.

Section 17.	EMPLOYEE'S RIGHTS

Nothing in this Plan shall prevent Titan or any Related 
Corporation from terminating any employee's employment.  No employee shall 
have any rights as a stockholder until full payment has been made for the 
shares of Stock for which he or she has subscribed.

Section 18.	APPROVAL OF BOARD AND STOCKHOLDERS

The Plan was approved by the Board on August 17, 1995.  The Plan 
is subject to approval by the stockholders of Titan within twelve months of 
such Board approval.  If stockholder approval is not so obtained, the Plan 
shall terminate and each Participant shall have the then existing amount of 
his or her Plan Account refunded in cash, without interest, and each 
Participant shall surrender and have no further rights or interest in any 
Stock to be purchased under the Plan.

December 13, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:	Registration Statement on Form S-8

Gentlemen:

I have examined the Registration Statement, together with exhibits 
thereto, to be filed with you relating to the registration of common stock, 
$0.01 par value per share (the "Common Stock"), issuable in connection with 
The Titan Corporation 1995 Employee Stock Purchase Plan (the "Plan").  I am 
familiar with the proceedings taken and to be taken by The Titan Corporation, 
a Delaware corporation (the "Company"), in connection with the issuance of 
shares of Common Stock under the Plan and the authorization of such issuance 
thereunder, and have examined such documents and such questions of law and 
fact as I have deemed necessary in order to express the opinion hereinafter 
stated.

Based on the foregoing, it is my opinion that the shares of Common 
Stock of the Company to be issued pursuant to the Plan have been duly 
authorized, and that such Common Stock, when issued in accordance with the 
terms of the Plan, will be legally and validly issued, fully paid and 
nonassessable.

I hereby consent to the filing of this opinion as an exhibit to 
the above referenced Registration Statement.

Very truly yours,

	/s/
David A. Hahn, Esq.
Senior Vice President
General Counsel and Secretary

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated February 17, 1995 
incorporated by reference in The Titan Corporation's Form 10-K for the year 
ended December 31, 1994 and to all references to our firm included in this 
registration statement.

		/s/
ARTHUR ANDERSEN LLP.

San Diego, California
December 15, 1995