March 4, 1996



Via EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re:	The Titan Corporation - Commission File No. 1-6035 
Form 8-K

Gentlemen and Ladies: 

Pursuant to Rule 13a-13 or Rule 15d-13 of the 
Securities Exchange Act of 1934, enclosed for filing with 
the Commission is a Current Report on Form 8-K dated March 
1, 1996.

An executed copy of this report is being filed 
with the New York Stock Exchange.

Sincerely, 



David A. Hahn
Senior Vice President
General Counsel and Secretary


cc:	New York Stock Exchange




SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  29549


Form 8-K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934


Date of Report:	March 1, 1996

Date of earliest
event reported:	February 28, 1996



THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)



Delaware				95-2588754
(State or other jurisdiction of		(I.R.S. Employer	
incorporation of organization)		Identification No.)	


3033 Science Park Road					
San Diego, California				92121
(Address of principal executive offices)	(Zip Code)

(619) 552-9500
(Registrant's telephone number)


Item 5.	Other Events

On February 28, 1996 the Company entered into a 
Settlement Agreement with certain stockholders of the 
Company pursuant to which the Company agreed to dismiss 
pending litigation against the shareholders.  The settlement 
agreement is attached as Exhibit 1 and the press release 
announcing the settlement is attached as Exhibit 2.

Item 7.	Exhibits

1.	Agreement of Compromise and Settlement, dated 
as of February 28, 1996, by and among The 
Titan Corporation on the one hand, and Bob K. 
Pryt; BKP Capital Management, Inc.; BKP 
Partners, L.P.; Robert J. Feibush and Feibush 
& Co., Inc. on the other hand.

2.	Press Release, dated March 1, 1996.


SIGNATURE


Pursuant to the requirements of Section 12 of the 
Securities Exchange Act of 1934, the registrant has duly 
caused this Form 8-K to be signed on its behalf by the 
undersigned, thereunto duly authorized.


THE TITAN CORPORATION



Dated:	March 5, 1996	By:  	/s/ David A. Hahn	
	
David A. Hahn
Senior Vice President
General Counsel and Secretary


EXHIBIT INDEX

1.	Agreement of Compromise and Settlement, dated as of 
February 28, 1996, by and among The Titan Corporation 
on the one hand, and Bob K. Pryt; BKP Capital 
Management, Inc.; BKP Partners, L.P.; Robert J. Feibush 
and Feibush & Co., Inc. on the other hand.

2.	Press Release, dated March 1, 1996.



Exhibit 1

AGREEMENT OF COMPROMISE AND SETTLEMENT

This AGREEMENT OF COMPROMISE AND SETTLEMENT dated as of 
February 28, 1996 (this "Settlement Agreement") is entered 
into by and among The Titan Corporation, a Delaware 
corporation ("Titan"), on the one hand, and Bob K. Pryt 
("Pryt"), BKP Capital Management, Inc., a California 
corporation, BKP Partners, L.P., a California Limited 
Partnership (collectively the "Pryt Parties"), Robert J. 
Feibusch, Feibusch & Co. (collectively "Feibusch Parties"), 
on the other hand.  The Pryt Parties and Feibusch Parties 
are sometimes collectively referred to as the Pryt/Feibusch 
Parties.  Titan and the Pryt/Feibusch Parties are sometimes 
collectively referred to herein as the "Parties."

WHEREAS, Titan has determined to pursue a plan of 
restructuring (the "Restructuring") designed to enhance 
shareholder value;

WHEREAS, the Pryt/Feibusch Parties believe that 
effectuation of the Restructuring, as described to them, 
will be in the best interests of stockholders and will 
accomplish, in substantial part, the actions which they 
believe should be taken by Titan;

WHEREAS, based upon Titan's determination to proceed 
with the Restructuring, the Pryt/Feibusch parties are 
prepared to refrain, as set forth herein, from (i) engaging 
in a solicitation of proxies for purposes of electing its 
nominees to the Board (a "Proxy Contest"); (ii) engaging in 
a consent solicitation; and (iii) submitting shareholder 
proposals or shareholders initiatives.  In addition, the 
Pryt/Feibusch Parties are willing to withdraw the 
shareholder proposal submitted by BKP Partners for inclusion 
in the proxy statement of Titan in connection with the 1996 
annual meeting of stockholders and to enter into the other 
arrangements set forth herein; and

WHEREAS, Titan has determined that the agreements set 
forth herein are in the best interests of Titan and its 
shareholders.

FOR AND IN CONSIDERATION of the mutual covenants 
contained herein, the parties, intending to be legally bound 
hereby, agree as follows:

1.	Certain Defined Terms.  As used in this Settlement 
agreement, the following terms (whether or not capitalized) 
shall have the following meanings:

"1998 Annual Meeting" means the 1998 annual 
meeting of shareholders of Titan 	at which the 
election of directors shall be considered.

"Action" means The Titan Corporation v. Pryt, et 
al., Case No. 95-3775E(AJB), filed in the United States 
District Court of the Southern District of California.

"Board" means the Board of Directors of Titan.

"Common Stock" means the common stock, par value 
$.01 per share, of Titan.

"Effective Date" means February 28, 1996.

"Exchange Act" means the Securities Exchange Act 
of 1934, as amended.

"Titan Securities" means any securities issued by 
Titan or any of its direct or indirect subsidiaries, 
including the Common Stock and any other debt or equity 
securities of Titan or any of its direct or indirect 
subsidiaries that are outstanding as of the date hereof 
or may hereafter be issued.

"Person" means any individual, corporation, 
association, general or limited partnership, limited 
liability company, limited liability partnership, joint 
venture, trust, estate, other entity or organization or 
group.

"Schedule 13D" means the Statement on Schedule 13D 
filed with the SEC on or about November 21, 1995 by the 
Pryt/Feibusch Parties dated November 21, 1995.

"SEC" means the United States Securities and 
Exchange Commission.

"Securities Act" means the Securities Act of 1933, 
as amended.

"Solicitation Action" with respect to a 
shareholders meeting means any of the following: (i) 
giving notice pursuant to Titan's Bylaws of an 
intention to nominate directors at such meeting; (ii) 
filing with the SEC any proxy solicitation materials 
(whether preliminary, definitive or as described in 
Rule 14a-11 or 14a-12 under the Exchange Act) with 
respect to such meeting; (iii) mailing or otherwise 
disseminating to shareholders any such solicitation 
materials; (iv) otherwise engaging in a solicitation of 
proxies with respect to such meeting; (v) nominating at 
such meeting candidates for election as directors; or 
(vi) casting votes or ballots at such meeting pursuant 
to proxies so solicited (but the term "Solicitation 
Action" shall not include the casting of votes or 
ballots by the Pryt/Feibusch Parties with respect to 
shares of Common Stock beneficially owned by them).

"Transaction" means any business combination 
involving Titan, including without limitation an 
acquisition, merger, spin-off, spin-out, consolidation, 
tender offer, share exchange or exchange offer.

"Voting Securities" means any capital stock of 
Titan having the right to vote in the election of 
directors, plus convertible securities, options, 
warrants or rights that may be converted, exchanged or 
exercised to acquire such stock; and excludes preferred 
stock having no voting rights in the election of 
directors other than a normal and customary right to 
elect a specified number of directors in the event of a 
default in the payment of interest.


The terms "participant," "proxy" and 
"solicitation" shall be used as defined in Regulation 
14A under the Exchange Act (whether or not the 
pertinent securities are subject to Regulation 14A).  
The terms "beneficial ownership" and "group" shall be 
used as defined in Regulation 13D-G under the Exchange 
Act.  The terms "affiliate" and "associate" shall be 
used as defined in Rule 12b-2 under the Exchange Act.


2.	Representations and Warranties of the 
Pryt/Feibusch Parties.  Each Pryt/Feibusch Party severally 
and not jointly, represents and warrants to Titan as 
follows:

(a)	Such Pryt/Feibusch Party has the requisite 
legal power and authority to execute, deliver and carry out 
this Settlement Agreement and has taken all necessary legal 
action to authorize the execution, delivery and performance 
of this Settlement Agreement and the transactions 
contemplated hereby.

(b)	This Settlement Agreement has been duly and 
validly authorized, executed and delivered by such 
Pryt/Feibusch Party and constitutes a valid and binding 
obligation, enforceable against such Pryt/Feibusch party in 
accordance with its terms.

(c)	Neither such Pryt/Feibusch Party nor any of 
its affiliates beneficially owns, or has any direct, 
indirect or contingent pecuniary interest in, any Titan 
Securities other than as disclosed in the Schedule 13D.

(d)	Neither such Pryt/Feibusch Party nor any of 
its affiliates is a member of any group with respect to 
Titan Securities and there are no other persons who are part 
of such a group with it or any of its affiliates except as 
disclosed in the Schedule 13D, and except insofar as Titan 
has alleged in the Action that the Pryt Parties and the 
Feibusch Parties are such a group and that the Pryt/Feibusch 
Parties have denied such allegation.

3.	Representations and Warranties of Titan.  Titan 
represents and warrants to the Pryt/Feibusch Parties as 
follows:

(a)	Titan is duly organized and validly existing 
and in good standing under the laws of the State of 
Delaware, has the requisite corporate power and authority to 
execute, deliver and carry out this Settlement Agreement and 
has taken all necessary corporate action to authorize the  
execution, delivery and performance of this Settlement 
Agreement and the transactions contemplated hereby.

(b)	This Settlement Agreement has been duly and 
validly authorized, executed and delivered by Titan and 
constitutes a valid and binding obligation, enforceable 
against Titan in accordance with its terms.

(c)	Counsel for the Pryt/Feibusch Parties has 
been provided a copy of a statement setting forth eight 
specific restructuring actions ("Listed Restructuring 
Actions").  Within ten (10) days after the Effective Date, 
counsel for the Pryt/Feibusch Parties will be provided an 
opportunity to review copies of the Restructuring plan and 
the formal operating plan of Titan for 1996 (the "Operating 
Plan") which contemplates those actions to be taken pursuant 
to the Restructuring plan.  The Restructuring plan and 
Operating Plan have been approved by the Board of Directors 
of Titan.  The incentive compensation for senior management 
of Titan will depend, in substantial part, upon their 
successful implementation of the Operating Plan.  Counsel 
for the Pryt/Feibusch Parties agrees to hold all information 
received from Titan pursuant to this subparagraph in 
confidence, except and to the extent it becomes public 
information as a result of disclosures by Titan.

4.	Restrictions on Purchase and Sale of Titan 
Securities and Certain Other Actions.  Each of the 
Pryt/Feibusch Parties agrees that it and its respective 
affiliates shall not, except as expressly permitted by this 
Settlement Agreement, without the prior written consent of 
Titan at any time prior to the 1998 annual meeting:

(a) acquire, offer to acquire or agree to acquire, 
directly or indirectly, by purchase or otherwise, beneficial 
ownership of Titan Securities (or any direct or indirect 
rights, options or warrants for any Titan Securities), other 
than the Titan Securities that such Person beneficially owns 
as of the date as referenced in Section 2(c) of this 
Settlement Agreement, or encourage any Person to acquire, or 
advise any Person with respect to the acquisition or 
proposed acquisition of Titan Securities other than attempts 
to dispose of such aforementioned Titan Securities that such 
Person beneficially owns as of the date hereof; provided 
however, that this paragraph (a) shall not apply to 
acquisitions resulting from stock splits, reverse stock 
splits or other reclassifications affecting outstanding 
Titan Securities or stock dividends or other pro rata 
distributions by Titan or its direct or indirect 
subsidiaries to holders of Titan Securities (or a class or 
classes thereof) or from exercise of any rights so 
distributed, nor shall it prohibit the Pryt/Feibusch Parties 
or their affiliates from acquiring Titan Securities from 
Titan on terms generally available to all Titan 
shareholders;

(b)	sell or otherwise convey (either singly or 
collectively) more than 5% of Titan's then current 
outstanding Securities to a single Person or group, except 
as permitted by (e) below;

(c)	solicit, or encourage any other Person to 
solicit, or advise any Person with respect to the 
solicitation of, proxies or consents with respect to any 
Titan Securities, or become a participant or otherwise 
engage in any solicitation of proxies or consents (A) with 
respect to any matter submitted or to be submitted to the 
vote of the holders of any Titan Securities at any annual or 
special meeting or by written consent, including, without 
limitation, with respect to the election of directors of 
Titan in opposition to the nominees recommended by the Board 
or otherwise for the purpose of acquiring control of the 
Board or management of Titan, or (B) for the purpose of 
calling a special meeting of Titan's shareholders or the 
holders of any Titan Securities; or advise or seek to advise 
any Person with respect to the voting of any Titan 
Securities; or submit, or encourage any other Person to 
submit, or advise or assist any Person with respect to the 
submission of, any nominations or proposals to Titan or to 
the holders of Titan Securities for consideration by its 
shareholders or the holders of any Titan Securities at any 
annual or special meeting of such holders or in any action 
to be taken by written consent pursuant to Titan's charter 
or bylaws, Rule 14a-8 under the Exchange Act, the provisions 
of any document governing the terms of any such Titan 
Securities or governing the rights of the holders thereof, 
or otherwise; engage in any Solicitation Action; or 
otherwise take any action to request a special meeting of 
the holders of any Titan Securities;

(d)	deposit any Titan Securities in a voting 
trust or subject them to a voting agreement or other 
agreement or arrangement of similar effect or otherwise join 
or form a partnership, limited partnership, syndicate or 
other group (except insofar as a group consisting solely of 
Pryt/Feibusch Parties is alleged to exist by Titan at the 
date hereof) for the purpose of acquiring, holding, voting 
or disposing of any Titan Securities;

(e)	engage in, or offer, agree or propose to 
engage in, any Transaction (other than to participate 
therein as a shareholder on terms generally available to all 
of Titan's shareholders); or arrange, or in any way 
participate, directly or indirectly, in any financing for 
any Transaction or for the purchase by any person of any 
Titan Securities or any assets of Titan; provided, however, 
that nothing herein shall prevent any of the Pryt/Feibusch 
parties from tendering Titan securities beneficially owned 
by it to any person who may make a tender offer for all 
outstanding Titan securities of such class. 

(f)	otherwise act alone or in concert with others 
to seek representation on the Board or to acquire control of 
Titan or any of its securities or assets; 

(g)	publicly request any amendment of any of the 
terms of this Section;

(h)	assist or advise, or enter into any agreement 
or arrangement to assist or advise any other person in 
taking any action referenced in any of paragraphs (a) 
through (g) above.

Nothing in this Section 4 shall prohibit any of 
the Pryt/Feibusch parties from taking any of the actions 
referred to in (c), (d) or (f) in respect of any matter, 
including the election of directors, to be presented for 
action by shareholders at the 1998 Annual Meeting.

5.	Additional Agreements.

(a)	Press Release.  Upon the effectiveness of 
this Agreement, Titan shall issue a press release in the 
form of Exhibit A hereto.  No Party to this Settlement 
Agreement nor any of their respective affiliates, associates 
or representatives shall issue any other press release or 
other publicly available document concerning this Settlement 
Agreement that is inconsistent with, or is otherwise 
contrary to, the statements in such press release.  None of 
the Parties shall publicly make any negative statements 
regarding any other Party, the Board, the process by which 
Titan seeks to enhance shareholder value, or any proposed, 
pending or consummated Transaction.

(b)	Non-Interference.  Each of the Parties hereto 
agrees that, subject to his or its absolute right to pursue 
his or its own legitimate business objectives independently 
and in good faith, he or it will not, and will not permit 
any related party controlled by him or it, directly or 
indirectly to, take any action or encourage any other Person 
to take any action, the intent or direct foreseeable result 
of which is to interfere with or adversely affect the 
business activities, contractual relationships or business 
opportunities of any other Party or such other Party's 
affiliates and associates.

(c)	Restrictions on the Issuance of Voting 
Securities.  Prior to the earlier of the termination of this 
Settlement Agreement or Titan's 1998 Annual Meeting except 
as otherwise approved by the stockholders at a meeting:  

1.	In the case of an issuance of Voting 
Securities (other than through an underwritten 
public offering) to raise cash, the following 
restrictions shall be applicable

a.	There shall be a determination by 
the directors (including approval by a 
majority of the outside directors), reflected 
in the minutes, that:

(i)	the corporation has received 
financial advice from an investment 
banking or financial advisory firm 
qualified to render advice on the 
matter;

(ii)	such financial advisor has 
reviewed with the board of directors the 
available alternatives for raising such 
funds;

(iii)  based upon such advice and 
the information available to the 
directors, the proposed transaction 
appears, in the business judgment of the 
directors, to be the best available 
alternative, from the standpoint of 
shareholder interests;

b.	For a transaction to raise $1 
million or more, there shall be a written 
opinion from the financial advisor that the 
transaction is fair to the corporation and 
its stockholders from a financial point of 
view.

c.	Sales of Voting Securities shall be 
restricted as follows:

(i)  no voting agreements, 
irrevocable proxies or voting trusts 
giving management, or its designees, the 
right to vote or directing the voting of 
the Voting Securities;

(ii)	no preferred stock may be 
issued having voting rights in excess of 
one vote per share;

(iii) no sales of stock to 
directors or their associates or 
affiliates, other than pursuant to stock 
option plans referred to below.

2.	In the case of an issuance of Voting 
Securities pursuant to a corporate acquisition or 
business combination

a.	there shall be no voting 
agreements, irrevocable proxies or voting 
trusts giving management, or its designeees, 
the right to vote or direct the voting of the 
Voting Securities, provided however, that 
nothing in this Settlement Agreement shall 
preclude voting agreements, issuance of 
proxies or voting trusts which provide for 
the voting of the subject beneficial 
owner(s)' Voting Securities in proportion to 
the vote of the other outstanding Voting 
Securities of Titan;

b.	no preferred stock may be issued 
having voting rights in excess of one vote 
per share.

3.	In the case of an issuance of stock, 
options, etc. to employees or officers:

a.	such issuance shall be prohibited 
except in accordance with past 
practices, or pursuant to existing stock 
option plans, the existing ESOP (in 
accordance with past practices) and/or 
any new plans approved by stockholders;

b.	there shall be no extraordinary 
issuance of shares to ESOP or other 
employee trust without stockholder 
approval.

(d)	Early Termination.  If on the first 
anniversary of the Effective Date Titan has not taken at 
least six of the Listed Restructuring Actions, the 
Pryt/Feibusch Parties can elect to terminate this Settlement 
Agreement by giving five (5) business day's notice of such 
election to Titan.

6.	Mutual Releases.  For and in consideration of the 
agreements contained herein, the Parties hereto release one 
another as follows:

(a)	Pryt/Feibusch Parties.  Each of the 
Pryt/Feibusch Parties, on behalf of itself and of all its 
affiliates, successors and assigns ("related parties"), 
hereby releases, acquits and forever discharges Titan, 
together with its present and former affiliates, officers, 
directors, employees, agents, advisors, attorneys, 
successors and assigns, of and from any and all claims, 
causes of action (whether at law or equity), demands, 
expenses and damages which such Pryt/Feibusch Party or its 
related parties may have had, or may now have, or may 
hereafter have (whether through operation of law, assignment 
or subrogation), from the beginning of time to the Effective 
Date, real or suspected, known or unknown, actual or 
contingent, direct or derivative, including but not limited 
to any such claims, cause of action, demands, expenses and 
damages relating to or arising out of the Action or any of 
the matters claimed, asserted or alleged, or that could have 
been claimed, asserted or alleged, in the Action, excepting 
only any action, cause of action or suit arising by virtue 
of the breach of this Settlement Agreement. 

(b)	Titan.  Titan, on behalf of itself and all of 
its affiliates, successors and assigns ("related parties"), 
hereby releases, acquit and forever discharges the 
Pryt/Feibusch Parties, together with their respective 
present and former affiliates, officers, directors, 
employees, agents, attorneys successors and assigns, of and 
from any and all claims, causes of action (whether at law or 
equity), demands, expenses and damages which Titan may have 
had, or may now have, or may hereafter have (whether through 
operation of law, assignment or subrogation), from the 
beginning of time to the Effective Date, real or suspected, 
known or unknown, actual or contingent, direct or 
derivative, including but not limited to any such claims, 
causes of action, demands, expenses and damages relating to 
or arising out of the Action or any of the matters claimed, 
asserted or alleged, or that could have been claimed, 
asserted or alleged, in the Action, excepting only any 
action, causes of action or suit arising by virtue of the 
breach of this Settlement Agreement.

With respect to each of the releases set forth above, each 
person or entity granting or receiving such a release (i) 
agrees that such releases do not preclude any Party hereto 
from seeking to enforce any undertaking or promise contained 
in this Settlement Agreement or from seeking redress for the 
breach of any representation or warranty contained in this 
Settlement Agreement; (ii) agrees not to challenge, and 
shall use its best efforts to cause each of its affiliates, 
associates and representatives not to challenge, the 
validity of any provisions of this Settlement Agreement; and 
(iii) expressly waives all rights and benefits each may have 
under and by virtue of the terms of Section 1542 of the 
California Civil Code, which provides as follows:

A general release does not extend to 
claims which the creditor does not know 
or suspect to exist in his favor at the 
time of executing the release, which if 
known by him must have materially 
affected his settlement with the debtor.

Except as may be otherwise required by law, the 
Pryt/Feibusch Parties will not encourage or cooperate with 
plaintiffs in any derivative, class action or shareholder 
litigation related to Titan or its directors with respect to 
any claim released hereunder.  Except as may be otherwise 
required by law, Titan will not encourage or cooperate with 
plaintiffs in any pending or subsequently initiated 
derivative, class action or shareholder litigation related 
to Titan to which any of the Pryt/Feibusch Parties is a 
party.  In the event that any part of this Settlement 
Agreement is temporarily, preliminarily or permanently 
enjoined or restrained by a court of competent jurisdiction, 
the Parties hereto shall use their reasonable best efforts 
to cause any such injunction or restraining order to be 
vacated or dissolved or otherwise declared or determined to 
be of no further force or effect.

7.	Dismissal.  Promptly following the execution of 
this Settlement Agreement, a stipulation of dismissal of the 
Action with prejudice as to all parties to the Action, in 
the form attached hereto as Exhibit B (the "Stipulation of 
Dismissal"), shall be executed and filed with the United 
States District Court for the Southern District of 
California.  

 
8.	Miscellaneous.

(a)	No Admission of Liability or Wrongdoing.  
This Settlement Agreement and any proceedings taken 
hereunder are not and shall not in any way be construed as 
or deemed to be evidence of (i) any admission or concession 
on the part of any Party of the merits or lack of merits of 
any claim or counterclaim asserted in the Action, or (ii) 
any admission or concession on the part of any Party of any 
liability or wrongdoing whatsoever, which liability and 
wrongdoing are hereby expressly denied and disclaimed by 
each of the Parties.  

(b)	No Duress, Etc.  The Parties agree that this 
Settlement Agreement is entered into without duress, in good 
faith and for sufficient consideration, and that it is fair, 
just and reasonable to all Parties.

(c)	Full Knowledge, Independent Advice, Etc.  
This Settlement Agreement is entered into with full 
knowledge of any and all rights which the Parties may have 
by reason of the pending litigation.  All Parties have 
received or have had made available to them all financial 
and other information they or their counsel considered 
necessary to make an informed judgment concerning the 
Settlement Agreement.  Each Party has received independent 
legal advice, has conducted such investigation as he or his 
counsel thought appropriate, and has consulted with such 
other independent advisors as each of them and their counsel 
deemed appropriate, regarding the Action, this Settlement 
Agreement and their rights and asserted rights in connection 
therewith.  None of the Parties is relying upon any 
representations or statements made by any other Party, or 
such other Party's employees, agents, representatives or 
attorneys, regarding this Settlement Agreement or its 
preparation except to the extent such representations are 
expressly set forth herein.

(d) Reasonable Efforts.  All Parties hereto agree 
to exercise all reasonable efforts and to take all 
reasonable steps necessary to effectuate the settlement set 
forth in this Settlement Agreement.

(e)	Successors.  This Settlement Agreement shall 
be binding upon and inure to the benefit of the Parties 
hereto and their respective heirs, successors and assigns, 
and upon any corporation or other entity into or with which 
any Party hereto may merge, combine or consolidate (provided 
that the Party is the survivor in such merger, combination 
or consolidation).

(f)	Governing Law.  This Settlement Agreement 
shall be governed by and construed and enforced in 
accordance with the laws of the State of California, without 
reference to the conflict of laws principles thereof.

(g)	Amendment and Waiver.  Any provision of 
Section 4 of this Settlement Agreement, may be waived by an 
instrument in writing signed by Titan and any such waiver 
shall be binding on all Parties.  No waiver or amendment of 
any other provision hereof shall be effective as against any 
Party unless such Party agrees to such amendment or waiver 
in writing.

(h)	Authority.  Each person executing this 
Settlement Agreement represents that he or it has read and 
fully understands this Settlement Agreement and that he or 
it has the authority to execute this Settlement Agreement in 
his individual capacity or in the capacity identified on the 
signature page below.

(i)	Notices.  All notices, requests, claims, 
demands and other communications hereunder shall be in 
writing and shall be given or made (and shall be deemed to 
have been duly given or made upon receipt) by delivery in 
person, by courier service, by telecopy or by registered or 
certified mail (postage prepaid, return receipt requested) 
to the respective parties at the addresses set forth on 
Exhibit C (or at such other address for a party as shall be 
specified in a notice given in accordance with this 
paragraph).  Each such notice, request, claim, demand or 
other communication shall be effective (i) if given by 
telecopy transmission, when such transmission to the 
telecopy number specified in Exhibit C has been made and the 
appropriate electronic confirmation that the entire 
communication has been received by the recipient equipment 
has been received by the sender or (ii) if given by any 
other means, when actually received at the address specified 
in this paragraph; provided, in each case, that a notice 
given other than during normal business hours or on a day 
other than on a business day at the place of receipt shall 
not be effective until the opening of business on the next 
business day at the place of receipt.

(j)	Specific Performance.  Each of the Parties 
acknowledges and agrees that irreparable harm would occur if 
any provision of this Settlement Agreement were not 
performed in accordance with the terms thereof, or were 
otherwise breached, and that such harm could not be remedied 
by an award of money damages.  Accordingly, the Parties 
hereto agree that any non-breaching party shall be entitled 
to an injunction to prevent breaches of this Settlement 
Agreement and to enforce specifically the terms and 
provisions hereof.  More specifically, each of the Parties 
hereto hereby agrees that any action or proceeding brought 
under or to enforce any provision of this Settlement 
Agreement shall be commenced in the United States District 
Court for the Southern District of California and each Party 
hereto hereby consents to the personal jurisdiction of and 
venue in such United States District Court and agrees 
further that service of process or notice in any such action 
or proceeding shall be effective if given in the manner set 
forth in Section 9(i) hereof.

(k)	Counterparts.  This Settlement Agreement may 
be executed in one or more counterparts, each of which shall 
be deemed an original but all of which together shall 
constitute one and the same instrument.

(l)	Effectiveness.  This Settlement Agreement 
shall become effective on the Effective Date.

(m)	Severability.   If this Agreement is held by 
a court of competent jurisdiction to be invalid, void or 
unenforceable as against Titan or any Pryt/Feibusch Party, 
such holding shall in no way render the Agreement invalid, 
void or unenforceable against Titan or Pryt/Feibusch, 
respectively, and the Agreement shall continue in full force 
and effect as to Titan and Pryt/Feibusch Parties, 
respectively.   

(n)	Construction.	  This Settlement Agreement 
shall be construed as a whole in accordance with its fair 
meaning and in accordance with the laws of the State of 
California.  The language of the Settlement Agreement shall 
not be construed for or against any particular Party.  The 
headings used herein are for reference only and shall not 
affect the construction of this Settlement Agreement.



IN WITNESS WHEREOF, the Parties hereto have caused 
this Settlement Agreement to be executed as of the date 
first above written.


The Titan Corporation


By:	/s/ David A. Hahn
Name:	David A. Hahn
Its:	Senior Vice President
	General Counsel and Secretary


Bob K. Pryt


/s/ Bob K. Pryt
Bob K. Pryt


BKP Capital Management, Inc.


By:	/s/ Bob K. Pryt
Name:	Bob K. Pryt
Its:	President


BKP Partners, L.P.


By:	/s/ Bob K. Pryt
Name:	Bob K. Pryt
Its:	General Partner


Robert J. Feibusch


/s/ Robert J. Feibusch
Robert J. Feibusch


Feibusch & Co., Inc.


By:	/s/ Robert J. Feibusch
Name:	Robert J. Feibusch
Its:	President



Exhibit 2
Press Release

The Titan Corporation
Settles Lawsuit
San Diego (March 1, 1996) -- The Titan Corporation (NYSE-
TTN) announced that it has reached an agreement with Bob K. 
Pryt; BKP Capital Management, Inc.; BKP Partners, L.P.; 
Robert J. Feibusch and Feibusch & Co., Inc. (the 
"Pryt/Feibusch parties") pursuant to which Titan has agreed 
to dismiss pending litigation against the Pryt/Feibusch 
parties. In light of Titan's restructuring plan announced 
today, the Pryt/Feibusch parties have agreed, among other 
things, to refrain from solicitation of proxies or consents 
with respect to Titan securities. The agreement lasts until 
Titan's 1998 annual stockholders' meeting, subject to 
certain exceptions.

The Titan Corporation, headquartered in San Diego, 
California, designs, manufactures and installs high 
technology information and electronic systems and products 
for commercial and government clients.

###
Contact:  Michelle Mueller,  Vice President of Corporate 
Communications (619) 552-9400/e-mail: mmueller@titan.com
or John P. Kehoe/Van Negris of Kehoe, White, Savage & Co., 
Inc.         (212) 888-1616
Press releases and other Titan information are available on 
The Titan Corporation web site: http://www.titan.com/
If you would like to receive press releases via electronic 
mail, please contact the Corporate Communications Department 
at corpcomm@titan.com.