FORM 4

FORM 4

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

(Print or Type Responses)

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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RAY, GENE W.	2. Issuer Name and Ticker or Trading Symbol THE TITAN CORPORATION (TTN)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director _____ 10% Owner _X_ Officer _____ Other (give title below) (specify below) CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle) 3033 SCIENCE PARK ROAD	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year SEPTEMBER 25, 2002
(Street) SAN DIEGO, CA 92121		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _X__ Form filed by One Reporting Person ____ Form filed by More than One Reporting Person
(City) (State) (Zip)

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 Transactions(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	(1)							313,661	D

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.
Trans-
action
Date
(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any
(Month/
Day/
Year)

4.
Trans-
action
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
Under-
lying
Securities
(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 of
Derivative
Securities:
Direct
(D) or
Indirect (I)
(Instr. 4)

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amt.
or
# of
Shares

Employee Stock Options

  (right to buy)

$5.00

6/18/02

D(2)

80,000

11/3/99
00, 01
& 02

11/2/08

Common Stock

80,000

Employee Stock Options

  (right to buy)

$9.75

6/18/02

D(2)

142,380

1/48

monthly

on

9/1/99

8/10/09

Common
Stock

142,380

Employee Stock Options

  (right to buy)

$1.590

9/25/02

251,130

(3)

12/31/07

Common Stock

251,130

1,254,542(4)

Explanation of Responses:
(1)  Amount carried forward from Form 4 previously filed by the reporting person for November 2001 and Form 5 previously filed by the reporting person for December 2001.
(2)  These stock options were relinquished by the reporting person to the issuer as part of the issuer’s stock option relinquishment program. The options and corresponding exercise price relinquished do not reflect any adjustment described in footnote 4 since these options were relinquished before the date for said adjustment.
(3)  These stock options were granted to the reporting person on December 31, 1997 under the Titan Systems Corporation Stock Option Plan. The options vested as to 25% of the total option grant on the first anniversary of the grant date, and thereafter became exercisable in increments of one forty-eighth (1/48^th) per month on the first day of each month until fully exercisable on December 1, 2001. On September 25, 2002, Titan Systems Corporation merged with and into the issuer with the issuer assuming all Titan Systems Corporation option grants with the underlying securities being that of the issuer.
(4)  Reflects adjustment to stock options as a result of issuer’s spin-off of SureBeam Corporation on August 5, 2002.

/s/ Gene W. Ray
**Signature of Reporting Person

September 25, 2002
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, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure