8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

Date of Report: January 28, 1999

                           Titan Pharmaceuticals, Inc.
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               (Exact name of registrant as specified in charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

            0-27436                                       94-3171940
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    (Commission File Number)                   (IRS Employer Identification No.)

400 Oyster Point Blvd., Suite 505, South San Francisco, California     94080
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(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code: (650) 244-4990
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Item 5. Other Events

      On January 27, 1999, the Registrant completed a private placement to
accredited investors pursuant to which it sold an aggregate of 2,254,545 shares
of Common Stock for net proceeds of approximately $5.79 million, after deducting
fees and commissions and other expenses of the offering (the "Offering").
Evolution Capital, Inc. and Leerink Swann & Company acted as placement agents
for a portion of the transaction. Two directors of the Registrant participated
in the Offering.

      The Company has agreed to use its best efforts to effect the registration
of the shares under the Securities Act of 1933, as amended, in 90 days.

      As a result of anti-dilution provisions triggered by the Offering, the
exercise price of the Company's Class A Warrants has been reduced from $6.20 to
$6.02.

      Reference is made to the related press release filed as Exhibit 20.1
hereto, which is incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (c)   Exhibits

            20.1 Press Release dated January 28, 1999


                                      -2-


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    TITAN PHARMACEUTICALS, INC.


                                    By: /s/ Louis R. Bucalo
                                        -------------------------------------
                                        Louis R. Bucalo, M.D.
                                        President and Chief Executive Officer

Dated: January 28, 1999

EX-20.1

Exhibit 20.1

Company Contact:                          Investor Relations Contact:
- ----------------                          ---------------------------
Louis R. Bucalo, M.D.                     Keith L. Lippert, Bruce Voss
President & CEO                           Lippert/Heilshorn & Associates, Inc.
Titan Pharmaceuticals, Inc.               212-838-3777 or 310-575-4848
650-244-4990                              Keith@lhai.com
650-244-4991                              Bruce@lhai.com

FOR IMMEDIATE RELEASE

                Titan Pharmaceuticals Completes Private Placement

South San Francisco, California, January 28, 1999 - Titan Pharmaceuticals, Inc.
(AMEX: TTP and TTPWS) today announced the completion of a private placement of
approximately 2.25 million shares of common stock, primarily to institutional
investors. Also participating were two members of the Company's board of
directors. Evolution Capital, Inc. and Leerink, Swann & Company acted as
placement agents for a portion of the transaction, which raised $6.2 million.
Participating institutional investors included Orbimed Advisors L.L.C.,
Biotechnology Value Fund L.P., Emerging Growth Management Company, and Ursus
Capital L.P. Pursuant to the transaction, the exercise price of the Company's
class A warrants has been adjusted to $6.02.

"Interest in this very focused offering significantly exceeded the amount
raised," commented Dr. Louis R. Bucalo, President and CEO. "This transaction
enhances our cash position and strengthens our relationship with premier
institutional investors."

The Company's lead product, Iloperidone, is currently in Phase III clinical
testing for schizophrenia through a strategic alliance with Novartis Pharma AG.
Novartis has tradenamed the product Zomaril(TM), and the Phase III program,
which will enroll 3,300 patients in 24 countries worldwide, has been named the
ZEUS(TM) program (Zomaril Efficacy/Utility and Safety program).

In addition, Titan is conducting multicenter, controlled Phase II testing of two
therapeutic cancer vaccines, CeaVac(TM) for colorectal cancer and TriAb(TM) for
breast cancer. Additionally, the Company is conducting a Phase II trial in
non-small cell lung cancer with its small molecule anti-cancer agent,
Pivanex(TM). This year the Company also expects to begin Phase I/II clinical
trial in Parkinson's disease with its cell-based therapy, Spheramine(TM).

Titan Pharmaceuticals, Inc. is a biopharmaceutical company developing
proprietary therapeutics for the treatment of central nervous system disorders,
cancer and other serious and life- threatening diseases.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995. The statements which are not historical facts contained in this release
are forward-looking statements that involve risks and uncertainties including,
but not limited to, the results of research and development efforts, the results
of pre-clinical and clinical testing, the effect of regulation by the FDA and
other agencies, the impact of competitive products, product development,
commercialization and technological difficulties, and other risks detailed in
the Company's Securities and Exchange Commission filings.

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