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^*

SAFFELL CHARLES R

(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
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2003

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	09/04/2003	09/04/2003	M		62,000⁽¹⁾	A	$1.59	62,000	D
Common Stock	09/04/2003	09/04/2003	S		62,000⁽¹⁾	D	$16.2971	6,725	D
Common Stock in 401(k) Plan	09/04/2003⁽³⁾		I		585.398⁽²⁾	A	⁽³⁾	1,720.398	I	401(k) Plan
Common Stock in ESOP	09/04/2003⁽³⁾		I		26.306⁽³⁾	A	⁽³⁾	257.306	I	ESOP Trust

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	09/04/2003	03/12/2003	M			62,000⁽¹⁾	03/19/2000⁽¹⁾	03/19/2009	Common Stock	6,725	$0	52,779⁽⁴⁾	D

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 March 19, 2000 and thereafter as to 1/48th of the total grant amount on the first of each month until fully vested on March 1, 2003.

2. Shares of the issuer acquired by reporting person through 401(k) Plan "employer match" contributions from January 1, 2003 through July 21, 2003 at prices ranging from $7.01 to $11.28 per share, in transactions exempt from reporting under Rule 16b-3(c). The information is presented as of September 4, 2003.

3. Shares of the issuer acquired by reporting person since January 1, 2003, pursuant to the terms of The Titan Corporation Employee Stock Ownership Plan (ESOP), a proportionate percentage of the SureBeam shares received in each participants account were sold every two weeks over the course of twelve months, and the proceeds used to purchase unrestricted shares of the issuer. The shares were acquired at prices ranging from $7.37 to $11.61 per share, in transactions exempt from reporting under Rule 16b-3(c). The information is presented as of September 4, 2003.

4. Represents number of issuer Employee Stock Options (right to buy) held by the reporting person after the exercise and sale of the 62,000 shares in THIS transaction is deducted from previous total carried forward from Form 4 previously filed by the reporting person dated March 13, 2003.

Remarks:

	Charles R. Saffell by Matthew G. Colvin, Attorney-In-Fact	09/05/2003
	** 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).
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