SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALEXANDER MICHAEL B

(Last)

(First)

(Middle)

3033 SCIENCE PARK ROAD

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TITAN CORP [ TTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/02/2004	06/02/2004	G	V	5,500⁽¹⁾	D	$19	59,591⁽²⁾	D
Common Stock	06/02/2004	06/02/2004	G	V	5,265⁽³⁾	D	$19	54,326⁽⁴⁾	D
Common Stock	06/02/2004	06/02/2004	G	V	5,400⁽⁵⁾	D	$19	48,926⁽⁶⁾	D
Common Stock	06/02/2004	06/02/2004	G	V	500⁽⁷⁾	D	$19	48,426⁽⁸⁾	D
Common Stock	06/02/2004	06/02/2004	G	V	250⁽⁹⁾	D	$19	48,176⁽¹⁰⁾	D
Common Stock								91,134⁽¹¹⁾	I	Bronto, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Directors Stock Options (right to buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	⁽¹²⁾		218,112	D

Explanation of Responses:

1. Bonafide gift by reporting person and his spouse to Bloomfield College - Jack Noonen Scholarship Fund and Annual Fund.

2. Represents number of issuer securities held by the reporting person after bonafide gift reported in THIS transaction is deducted from the 65,091 shares reported on Form 4 dated September 17, 2003.

3. Bonafide gift by reporting person and his spouse to Antioch College - Alexander Family Endowment for Faculty Development.

4. Represents number of issuer securities held by the reporting person after bonafide gift reported in THIS transaction is deducted from the total in PREVIOUS row.

5. Bonafide gift by reporting person and his spouse to Smith College - Class of '73 Reunion Gift and Annual Fund.

6. Represents number of issuer securities held by the reporting person after bonafide gift reported in THIS transaction is deducted from the total in PREVIOUS row.

7. Bonafide gift by reporting person and his spouse to Harvard College - Burriss Young Scholarship Fund, Class of '73 Annual Fund and W.E.B. Du Bois Institute.

8. Represents number of issuer securities held by the reporting person after bonafide gift reported in THIS transaction is deducted from the total in PREVIOUS row.

9. Bonafide gift by reporting person and his spouse to Columbus Academy - Class of '69 35th Reunion.

10. Represents number of issuer securities held by the reporting person after the filing of THIS Form 4 and after the bonafide gift reported in THIS transaction is deducted from the total in PREVIOUS row.

11. The reporting person is president of Bronto, Inc.

12. Director's Stock Option (right to buy) information carried forward from Form 4 previously filed by reporting person for February 27, 2003.

Remarks:

	Michael B. Alexander by Matthew G. Colvin, Attorney-In-Fact	06/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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