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^*

DYER DIANNE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2003

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	07/25/2003	07/25/2003	M		8,750⁽¹⁾	A	$1.59	8,750	I	Trust
Common Stock	07/25/2003	07/25/2003	S		8,750⁽²⁾	D	$15.5	0	I	Trust
Common Stock in 401(k) Plan								2,821⁽³⁾	I	401(k) Trust
Common Stock in ESOP								873⁽⁴⁾	I	ESOP

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)
Employee Stock Options (right to buy)	$1.59	07/25/2003	07/25/2003	M			8,750⁽⁵⁾	12/31/1999	12/31/2008	Common Stock	8,750	$0	135,401⁽⁶⁾	I	Trust

Explanation of Responses:

1. Exercise and sale of Employee Stock Options (right to buy) through an issuer approved 10b5(1) Sales Plan. The stock options were exercisable as to 25% of the total grant on December 31, 1998 and thereafter as to 1/48th per month on the first of each month until fully vested on December 1, 2001.

2. Exercise and sale of Employee Stock Options (right to buy) through an issuer approved 10b5(1) Sales Plan. The stock options were exercisable as to 25% of the total grant on December 31, 1998 and thereafter as to 1/48th per month on the first of each month until fully vested on December 1, 2001.

3. Amount carried forward from Form 5 previously filed by the reporting person for December 31, 2002.

4. Amount carried forward from Form 5 previously filed by the reporting person for December 31, 2002.

5. Exercise and sale of Employee Stock Options (right to buy) through an issuer approved 10b5(1) Sales Plan. The stock options were exercisable as to 25% of the total grant on December 31, 1998 and thereafter as to 1/48th per month on the first of each month until fully vested on December 1, 2001.

6. Represents number of issuer employee stock options (right to buy) held by the reporting person upon filing of THIS Form 4.

Remarks:

	/s/ Dianne Dyer-Bruggeman	07/28/2003
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.