As filed with the Securities and Exchange Commission on _____________, 1999

                                                     Registration No. 333-______


                       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 incorporation)                       (IRS Employer Identification No.)
                               -------------------

                             3033 Science Park Road
                        San Diego, California 92121-1199
                                 (858) 552-9500
          (Address and telephone number of Principal Executive Offices)

                    Horizons Technology, Inc. Retirement Plan
                            (Full title of the plan)
                                 --------------
                           Nicholas J. Costanza, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                              THE TITAN CORPORATION
                             3033 Science Park Road
                        San Diego, California 92121-1199
                                                            (858) 522-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              --------------------
                                   Copies to:
                              Barbara Borden, Esq.
                               COOLEY GODWARD LLP
                        4365 Executive Drive, Suite 1100
                           San Diego, California 92121
                                 (858) 550-6000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==================================== =================== ============================= ============================= ==============
     Title of securities to be       Amount to be        Proposed maximum              Proposed maximum              Amount of
            registered               registered(1)       offering price per share(2)   aggregate offering price(2)   registration
                                                                                                                     fee
------------------------------------ ------------------- ----------------------------- ----------------------------- --------------
<S>                                  <C>                 <C>                           <C>                           <C>
Common Stock (par value $0.01) and
participation interests in the       600,000 shares      $15.09375                     $9,056,250.00                  $2,517.64
Horizons Technology, Inc.
Retirement Plan (3)
</TABLE>

 (1) The  shares of Common  Stock of The Titan  Corporation  (the  "Registrant")
     being registered  consist of shares to be acquired in open market purchases
     under the Horizons Technology, Inc. Retirement Plan (the "Plan").
 (2) Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(c) and (h) of the  Securities Act of
     1933,  as  amended  (the  "Securities  Act").  The  price per share and the
     aggregate  offering  price are based on the average of the high and the low
     prices of Registrant's  Common Stock on  October 28,  1999,  as reported on
     the New York Stock Exchange.
(3)  In  addition,  pursuant  to Rule  416(c)  under the  Securities  Act,  this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plan described herein.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission") are incorporated by reference into this
Registration Statement:

         1.       Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1998;

         2.       Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended March 31, 1999;

         3.       Registrant's  Quarterly  Report on Form 10-Q for the  quarter
                   ended June 30, 1999.

         4.       Registrant's  Current  Report  on Form 8-K dated  January  14,
                  1999;

         5.       Registrant's Current Report on Form 8-K dated June 9, 1999;


         6.       The description of the Registrant's  Common Stock contained in
                  its  Registration   Statement  on  Form  8-A  filed  with  the
                  Commission by Electronic  Memories and Magnetics  Corporation,
                  dated June 16,  1969;  as amended by the Form 8 filed with the
                  Commission by the Registrant on January 22, 1986, and the Form
                  8-B/A filed with the  Commission by the Registrant on July 31,
                  1995,   are  hereby   incorporated   by   reference   in  this
                  Registration   Statement  except  as  superseded  or  modified
                  herein;

         7.       All  documents  subsequently  filed by the  Registrant  or the
                  Horizons Technology, Inc. Retirement Plan pursuant to Sections
                  13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of
                  1934, as amended (the  "Exchange  Act") after the date of this
                  Registration   Statement   and  prior  to  the   filing  of  a
                  post-effective  amendment  which  indicates that all shares of
                  Common Stock offered pursuant to this  Registration  Statement
                  have been sold or which deregisters all shares of Common Stock
                  then remaining  unsold,  shall be deemed to be incorporated by
                  reference in this Registration Statement and to be part hereof
                  from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's  By-laws provide for  indemnification  (to the fullest
extent  permitted  by  law) of  directors,  officers  and  other  agents  of the
Registrant  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  Registrant.  The  Registrant  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 ("DGCL")  provides
generally  that a  corporation  shall  have  the  power,  and in some  cases  is
required, to indemnify an agent,  including and 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.

         These  indemnification  provisions may be sufficiently  broad to permit
indemnification  of the  Registrant's  officers and  directors  for  liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.  EXHIBITS

Exhibit

         4.1      Horizons  Technology,  Inc. Retirement Plan and all amendments
                  to such plan

         4.2      Trust  Agreement  with respect to the trust  forming a part of
                  the Horizons Technology, Inc. Retirement Plan

         23.1     Consent  of  Arthur  Andersen  LLP

         24.1     Power of Attorney. Reference is made to the signature pages.


UNDERTAKING  PURSUANT TO ITEM 8(b). The  Registrant  undertakes to have the Plan
and all  amendments to the Plan submitted to the Internal  Revenue  Service in a
timely manner and to make all changes  required by the Internal  Revenue Service
in order to  maintain  the  qualification  of the Plan under  Section 401 of the
Internal Revenue Code of 1986, as amended.

<PAGE>


ITEM 9.  UNDERTAKINGS

         1.       The undersigned Registrant hereby undertakes:

                  a. 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;

                           ii. To reflect in the  prospectus any facts or events
arising  after the  effective  date of the  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.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective 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)(i) and (a)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

                  b. That,  for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  c. 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.

         2. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>

                                   SIGNATURES

         The Registrant.  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
October 29, 1999.



                                THE TITAN CORPORATION

                                By   /s/ Nicholas J. Costanza,
                                Nicholas J. Costanza, Esq.
                                Senior Vice President,
                                General Counsel and Secretary


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Nicholas J. Costanza,  Esq. his or her
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorney-in-fact  and agent, or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

         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/ Gene W. Ray                           Chairman of the       October 29, 1999
------------------------------------      Board of Directors,
Gene W. Ray                               President and Chief
                                          Executive Officer

/s/ Eric M. DeMarco                       Executive Vice        October 29, 1999
------------------------------------      President and
Eric M. DeMarco                           Chief  Financial
                                          Officer

/s/ Deanna H. Petersen                    Vice President and    October 29, 1999
------------------------------------      Corporate Controller
Deanna H. Petersen


/s/ Charles R. Allen                      Director              October 29, 1999
------------------------------------
Charles R. Allen


/s/ Joseph F. Caligiuri                   Director              October 29, 1999
------------------------------------
Joseph F. Caligiuri


 /s/ Daniel J. Fink                       Director              October 29, 1999
------------------------------------
Daniel J. Fink


/s/ Robert Hanisee                        Director              October 29, 1999
------------------------------------
Robert Hanisee


/s/ Robert E. LaBlanc                     Director              October 29, 1999
------------------------------------
Robert E. LaBlanc


/s/ Thomas G. Pownall                     Director              October 29, 1999
------------------------------------
Thomas G. Pownall


/s/ James Roth                            Director              October 29, 1999
------------------------------------
James Roth


The Plan.

         Pursuant  to  the   requirements  of  the  Securities   Act,   Horizons
Technology,  Inc., the administrator of the Horizons Technology, Inc. Retirement
Plan, 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 October 29, 1999.


                                   HORIZONS TECHNOLOGY, INC. RETIREMENT PLAN


                                   By:          /s/ Nicholas J. Costanza
                                   Nicholas J. Costanza, Esq.
                                   Title:  Senior Vice President, General
                                   Counsel and Secretary

                                  EXHIBIT INDEX

         Exhibit

         4.1      Horizons  Technology,  Inc. Retirement Plan and all amendments
                  to such plan
         4.2      Trust  Agreement with respect to the trust forming part of the
                  Horizons Technology, Inc. Retirement Plan
         23.1     Consent of Arthur Andersen LLP
         24.1     Power of Attorney. Reference is made to the signature pages.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18633}]
{"company-data": {"conformed-name": "TITAN CORP", "cik": "0000032258", "assigned-sic": "7373", "irs-number": "952588754", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90133", "film-number": "99739253"}, "business-address": {"street1": "3033 SCIENCE PARK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "8585529500"}, "mail-address": {"street1": "3033 SCIENCE PARK RD", "street2": "3033 SCIENCE PARK RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121-1199"}, "former-company": {"former-conformed-name": "ELECTRONIC MEMORIES & MAGNETICS CORP", "date-changed": "19850610"}}
As filed with the Securities and Exchange Commission on _____________, 1999

                                                     Registration No. 333-______

                       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 incorporation)                       (IRS Employer Identification No.)
                               -------------------

                             3033 Science Park Road
                        San Diego, California 92121-1199
                                 (858) 552-9500
          (Address and telephone number of Principal Executive Offices)

                    Horizons Technology, Inc. Retirement Plan
                            (Full title of the plan)
                                 --------------
                           Nicholas J. Costanza, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                              THE TITAN CORPORATION
                             3033 Science Park Road
                        San Diego, California 92121-1199
                                                            (858) 522-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              --------------------
                                   Copies to:
                              Barbara Borden, Esq.
                               COOLEY GODWARD LLP
                        4365 Executive Drive, Suite 1100
                           San Diego, California 92121
                                 (858) 550-6000
CALCULATION OF REGISTRATION FEE
==================================== =================== ============================= ============================= ==============
     Title of securities to be       Amount to be        Proposed maximum              Proposed maximum              Amount of
            registered               registered(1)       offering price per share(2)   aggregate offering price(2)   registration
                                                                                                                     fee
------------------------------------ ------------------- ----------------------------- ----------------------------- --------------
Common Stock (par value $0.01) and
participation interests in the       600,000 shares      $15.09375                     $9,056,250.00                  $2,517.64
Horizons Technology, Inc.
Retirement Plan (3)
(1) The  shares of Common  Stock of The Titan  Corporation  (the  "Registrant")
     being registered  consist of shares to be acquired in open market purchases
     under the Horizons Technology, Inc. Retirement Plan (the "Plan").
 (2) Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(c) and (h) of the  Securities Act of
     1933,  as  amended  (the  "Securities  Act").  The  price per share and the
     aggregate  offering  price are based on the average of the high and the low
     prices of Registrant's  Common Stock on  October 28,  1999,  as reported on
     the New York Stock Exchange.
(3)  In  addition,  pursuant  to Rule  416(c)  under the  Securities  Act,  this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Plan described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the  "Commission") are incorporated by reference into this
Registration Statement:

         1.       Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1998;

         2.       Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended March 31, 1999;

         3.       Registrant's  Quarterly  Report on Form 10-Q for the  quarter
                   ended June 30, 1999.

         4.       Registrant's  Current  Report  on Form 8-K dated  January  14,
                  1999;

         5.       Registrant's Current Report on Form 8-K dated June 9, 1999;

         6.       The description of the Registrant's  Common Stock contained in
                  its  Registration   Statement  on  Form  8-A  filed  with  the
                  Commission by Electronic  Memories and Magnetics  Corporation,
                  dated June 16,  1969;  as amended by the Form 8 filed with the
                  Commission by the Registrant on January 22, 1986, and the Form
                  8-B/A filed with the  Commission by the Registrant on July 31,
                  1995,   are  hereby   incorporated   by   reference   in  this
                  Registration   Statement  except  as  superseded  or  modified
                  herein;

         7.       All  documents  subsequently  filed by the  Registrant  or the
                  Horizons Technology, Inc. Retirement Plan pursuant to Sections
                  13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of
                  1934, as amended (the  "Exchange  Act") after the date of this
                  Registration   Statement   and  prior  to  the   filing  of  a
                  post-effective  amendment  which  indicates that all shares of
                  Common Stock offered pursuant to this  Registration  Statement
                  have been sold or which deregisters all shares of Common Stock
                  then remaining  unsold,  shall be deemed to be incorporated by
                  reference in this Registration Statement and to be part hereof
                  from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant's  By-laws provide for  indemnification  (to the fullest
extent  permitted  by  law) of  directors,  officers  and  other  agents  of the
Registrant  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  Registrant.  The  Registrant  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 ("DGCL")  provides
generally  that a  corporation  shall  have  the  power,  and in some  cases  is
required, to indemnify an agent,  including and 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.

         These  indemnification  provisions may be sufficiently  broad to permit
indemnification  of the  Registrant's  officers and  directors  for  liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibit

         4.1      Horizons  Technology,  Inc. Retirement Plan and all amendments
                  to such plan

         4.2      Trust  Agreement  with respect to the trust  forming a part of
                  the Horizons Technology, Inc. Retirement Plan

         23.1     Consent  of  Arthur  Andersen  LLP

         24.1     Power of Attorney. Reference is made to the signature pages.

UNDERTAKING  PURSUANT TO ITEM 8(b). The  Registrant  undertakes to have the Plan
and all  amendments to the Plan submitted to the Internal  Revenue  Service in a
timely manner and to make all changes  required by the Internal  Revenue Service
in order to  maintain  the  qualification  of the Plan under  Section 401 of the
Internal Revenue Code of 1986, as amended.
ITEM 9.  UNDERTAKINGS

         1.       The undersigned Registrant hereby undertakes:

                  a. 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;

                           ii. To reflect in the  prospectus any facts or events
arising  after the  effective  date of the  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.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective 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)(i) and (a)(ii) do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
section  13 or  section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

                  b. That,  for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  c. 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.

         2. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act 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
Securities 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  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

         The Registrant.  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
October 29, 1999.

                                THE TITAN CORPORATION

                                By   /s/ Nicholas J. Costanza,
                                Nicholas J. Costanza, Esq.
                                Senior Vice President,
                                General Counsel and Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Nicholas J. Costanza,  Esq. his or her
true and lawful  attorney-in-fact and agent, with full power of substitution and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorney-in-fact  and agent, or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

         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/ Gene W. Ray                           Chairman of the       October 29, 1999
------------------------------------      Board of Directors,
Gene W. Ray                               President and Chief
                                          Executive Officer

/s/ Eric M. DeMarco                       Executive Vice        October 29, 1999
------------------------------------      President and
Eric M. DeMarco                           Chief  Financial
                                          Officer

/s/ Deanna H. Petersen                    Vice President and    October 29, 1999
------------------------------------      Corporate Controller
Deanna H. Petersen

/s/ Charles R. Allen                      Director              October 29, 1999
------------------------------------
Charles R. Allen

/s/ Joseph F. Caligiuri                   Director              October 29, 1999
------------------------------------
Joseph F. Caligiuri

 /s/ Daniel J. Fink                       Director              October 29, 1999
------------------------------------
Daniel J. Fink

/s/ Robert Hanisee                        Director              October 29, 1999
------------------------------------
Robert Hanisee

/s/ Robert E. LaBlanc                     Director              October 29, 1999
------------------------------------
Robert E. LaBlanc

/s/ Thomas G. Pownall                     Director              October 29, 1999
------------------------------------
Thomas G. Pownall

/s/ James Roth                            Director              October 29, 1999
------------------------------------
James Roth

The Plan.

         Pursuant  to  the   requirements  of  the  Securities   Act,   Horizons
Technology,  Inc., the administrator of the Horizons Technology, Inc. Retirement
Plan, 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 October 29, 1999.

                                   HORIZONS TECHNOLOGY, INC. RETIREMENT PLAN

                                   By:          /s/ Nicholas J. Costanza
                                   Nicholas J. Costanza, Esq.
                                   Title:  Senior Vice President, General
                                   Counsel and Secretary

                                  EXHIBIT INDEX

         Exhibit

         4.1      Horizons  Technology,  Inc. Retirement Plan and all amendments
                  to such plan
         4.2      Trust  Agreement with respect to the trust forming part of the
                  Horizons Technology, Inc. Retirement Plan
         23.1     Consent of Arthur Andersen LLP
         24.1     Power of Attorney. Reference is made to the signature pages.