As filed with the Securities and Exchange Commission on July 1, 1996
Registration No.  33-		

SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
				

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
				

THE TITAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware							95-2588754
(State of other jurisdiction of				
	(I.R.S. Employer
incorporation or organization)				
	Identification No.)

3033 Science Park Road
San Diego, California 92121
(Address of Principal Executive Offices and Zip Code)

				

THE TITAN CORPORATION
1996 DIRECTORS' STOCK OPTION AND 
EQUITY PARTICIPATION PLAN
(Full title of plan)
				
DAVID A. HAHN, ESQ.
The Titan Corporation
3033 Science Park Road
San Diego, California 92121
(Name and address of agent for service)

(619) 552-9491
(Telephone number, including area code, of agent for service)
				

	CALCULATION OF REGISTRATION FEE	
				
		Proposed	Proposed
	Title of	Maximum	Maximum
	Securities	Amount	Offering	Aggregate	Amount of
	to be	to be	Price	Offering	Registration
	Registered	Registered	Per Share (1)	Price	Fee
							
Common Stock, 0.01 par 
value.................................................	125,000	$5.56	$695,312	
$239.76	(1)	Estimated solely for the purpose of calculating the registration 
fee pursuant to Rule 457(c), based upon the average of the high and low 
sales prices of Common Stock on the New York Stock Exchange on June 
27, 1996.


Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.	Incorporation of Documents by Reference

The following documents are hereby incorporated by reference in 
this Registration Statement:

(a)	The Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1995;

(b)	The Company's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1996;

(c)	The Description of the Company's Common Stock 
included in the Companys Registration Statement on Form 8-B under 
the Securities Exchange Act of 1934, file no. 0-2641.

(d)	The Companys Current Statement on Form 8-K, dated 
March 6, 1996.

(e)	The Companys Current Statement on Form 8-K, dated 
April 25, 1996.

(f)	The Companys Current Statement on Form 8-K, dated 
June 6, 1996.

All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date 
this Registration Statement is filed with the Securities and Exchange 
Commission and prior to the filing of a post effective amendment which 
indicates that all securities offered have been sold or which deregisters 
all securities then remaining unsold shall be deemed to be incorporated 
by reference in this Registration Statement and to be a part of it from 
the respective dates of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded for 
purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also 
is or is deemed to be incorporated by reference herein modifies or 
superseded such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a 
part of this Registration Statement.


Item 4.	Description of Securities

Not applicable.


Item 5.	Interests of Named Experts and Counsel

Not applicable.


Item 6.	Indemnification of Directors and Officers

The Companys Bylaws provide for indemnification (to the full 
extent permitted by law) of directors, officers, and other agents of the 
Company against expenses, judgments, fines and amounts paid in 
settlements actually and reasonably incurred in connection with any 
proceeding arising by reason of the fact that such person is, or was, an 
officer, director, or agent of the Company.  The Company also maintains 
directors and officers liability insurance coverage and has entered into 
indemnification agreements with its directors and officers.  Section 145 
of the Delaware General Corporation Law provides generally that a 
corporation shall have the power, and in some cases is required, to 
indemnify an agent, including an officer or director, who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right 
of the corporation) by reason of the fact that he or she is or was a 
director, officer, employee or agent of the corporation, against certain 
expenses, judgments, fines, settlements, and other amounts under certain 
circumstances.


Item 7.	Exemption from Registration Claimed

Not applicable.


Item 8.	Exhibits

See Index to Exhibits, attached hereto.


Item 9.	Undertakings

(a)	The undersigned registrant hereby undertakes:

(1)	To file during any period in which offers or sales 
are being made, a post effective amendment to this registration 
statement;

(i)	to include any prospectus required by 
Section 10(a)(3) of the Securities Act of 1933;



(ii)	to reflect in the prospectus any facts or 
events arising after the effective date of this 
registration statement (or the most recent post-effective 
amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the 
information set forth in the registration statement; and

(iii)	to include any material information with 
respect to the plan of distribution not previously 
disclosed in the registration statement or any material 
change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not 
apply to information required to be included in a post-effective 
amendment by those paragraphs which are contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in 
this registration statement.

(2)	That, for the purpose of determining any liability 
under the Securities Act of 1933, each such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of 
such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(3)	To remove from registration by means of a post-
effective amendment any of the securities being registered which 
remain unsold at the termination of the offering.

(b)	The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the registrants annual report pursuant to Section 13(a) 
or Section 15(d) of the Securities Exchange Act of 1934 that is 
incorporated by reference in this registration statement shall be deemed 
to be a new registration statement relating to the securities offered 
therein, and the offering of such securities at that time shall be deemed 
to be the initial bona fide offering thereof.

(c)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in the 
opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Act and is, therefore, 
unenforceable.  In the Event that a claim for indemnification against 
such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or proceeding) 
is asserted by such director, officer or controlling person in connection 
with the securities being registered, the registrant will, unless in the 
opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question 
whether such indemnification by it is against public policy as expressed 
in the Act and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 
1933, the registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of San Diego, State 
of California, on June 28, 1996.

THE TITAN CORPORATION


By:  		/s/
			
Gene W. Ray, 
President


POWER OF ATTORNEY

Each person whose signature appears below authorizes Gene W. Ray 
and David A. Hahn, and either of them, with full power of substitution 
and resubstitution, his true and lawful attorneys-in-fact, for him in any 
and all capacities, to sign any amendments (including post-effective 
amendments) to this Registration Statement and to file the same, with 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.

Signature		Title		Date	
			Director and
	/s/		Chairman of the Board	June 
28, 1996
J. Sidney Webb
			Director, President and
	/s/		Chief Executive Officer	June 28, 1996
Gene W. Ray
			Chief Financial and
	/s/		Accounting Officer		June 28, 1996
Prabhav V. Maniyar

	/s/		Director		June 28, 1996
Charles R. Allen

	/s/		Director		June 28, 1996
Joseph F. Caligiuri

	/s/		Director		June 28, 1996
Daniel J. Fink

	/s/		Director		June 28, 1996
Robert E. La Blanc

	/s/		Director		June 28, 1996
Thomas G. Pownall


INDEX TO EXHIBITS

EXHIBIT	PAGE

4	The Titan Corporation 1996 Directors Stock Option	7
	and Equity Participation Plan.

23	Opinion and consent of David A. Hahn.	13

23	Consent of Arthur Andersen LLP.	14

24	Power of Attorney (page 5 of the Registration Statement).	-



THE TITAN CORPORATION
1996 DIRECTORS' STOCK OPTION
AND EQUITY PARTICIPATION PLAN

	1.	Purpose of the Plan.  Under this 1996 Directors' 
Stock Option and Equity Participation Plan (the "Plan") of The Titan 
Corporation (the "Company"), (i) options shall be granted to directors 
who are not Employees of the Company to purchase shares of the Company's 
capital stock, and (ii) directors who are not Employees of the Company 
may elect to receive shares of the Company's Common Stock in lieu of cash 
payment of Director Fees.  The Plan is designed to enable the Company to 
attract and retain outside directors of the highest caliber and 
experience.  Certain capitalized terms used in this Plan are defined in 
Section 12 hereof.

	2.	Stock Subject to Plan.  The maximum number of shares 
of stock for which options granted hereunder may be exercised or which 
may be issued under stock grants in lieu of Director Fees shall be 
125,000 shares of the Company's Common Stock, par value $.01 per share 
("Common Stock"), subject to the adjustments provided in Section 6.  The 
shares of Common Stock to be issued under the Plan may be either 
previously authorized but unissued shares or treasury shares.  Shares of 
stock subject to the unexercised portions of any options granted under 
this Plan which expire or terminate or are canceled may again be subject 
to options or stock grants under the Plan.

	3.	Participating Directors.  The directors of the 
Company who shall participate in this Plan are those directors who are 
not, at the time they receive options or stock grants hereunder, 
Employees of the Company or any of its subsidiaries.

	4.	Grant of Options.  Each participating director shall 
be granted the following options, the date of each of which being a "date 
of grant":  

		(a)	5,000 shares of stock (subject to the 
adjustments provided in Section 6) on the later to occur (the "date of 
initial grant") of (i) the date on which he or she first takes office as 
a director of the Company, or (ii) the date on which this Plan was 
adopted by the Board of Directors of the Company; 

		(b)	5,000 shares of stock (subject to 
adjustments provided in Section 6) on the date that is one year after the 
date of initial grant; and

		(c)	5,000 shares of stock (subject to the 
adjustments provided in Section 6) on the date that is two years after 
the date of initial grant.  

	Notwithstanding any other provision of this Plan, no option 
hereunder shall be granted unless sufficient shares (subject to said 
adjustments) are then available therefor under Sections 2 and 7.  In 
consideration of the granting of the options, the option holder shall be 
deemed to have agreed to remain as a director of the Company for a period 
of at least one year after each date of grant.  Nothing in this Plan 
shall, however, confer upon any option holder any right to continue as a 
director of the Company or shall interfere with or restrict in any way 
the rights of the Company or the Company's shareholders, which are hereby 
expressly reserved, to remove any option holder at any time for any 
reason whatsoever, with or without cause, to the extent permitted by the 
Company's bylaws and applicable law.

	5.	Option Provisions.  Each option granted under the 
Plan shall contain such terms and provisions as the President of the 
Company may authorize, including in any event the following:

		(a)	The exercise price of each option shall be 
equal to the aggregate Fair Market Value of the shares of stock optioned 
on the date of grant of such option.  Fair Market Value means the closing 
price of stock of the same class on the day in question (or, if such day 
is not a trading day in the U.S. securities markets or if no sales of 
stock of that class were made on such day, on the nearest preceding 
trading day on which sales of stock of that class were made), as reported 
with respect to the market (or the composite of the markets, if more than 
one) in which such stock is then traded; or if no such closing prices are 
reported the lowest independent offer quotation reported, for such day in 
Level 2 of NASDAQ; or if no such quotations are reported, it means the 
value established by what the Board of Directors of the Company in its 
judgment then deems to be the most nearly comparable valuation method.

		(b)	Payment for stock purchased upon any 
exercise of the option shall be made in full in cash concurrently with 
such exercise.

		(c)	The option shall become exercisable in 
installments as follows:  It may be exercised as to up to but no more 
than 25% of the total number of shares optioned on the first anniversary 
of the date of grant; up to but no more than 50% of the total number of 
shares optioned on the second anniversary of the date of grant; up to but 
no more than 75% of the total number of shares optioned on the third 
anniversary of the date of grant; and up to 100% of the total number of 
shares optioned on the fourth anniversary of the date of grant; in each 
case to the nearest whole share.

		(d)	When the option holder ceases to be a 
director of the Company, whether because of death, resignation, removal, 
expiration of his or her term of office or any other reason, the option 
shall terminate ninety (90) days after the date such option holder ceases 
to be a director of the company and may thereafter no longer be 
exercised; except that (i) upon the option holder's death his or her 
legal representative(s) or the person(s) entitled to do so under the 
option holder's last will and testament or under applicable intestate 
laws shall have the right to exercise the option within one year after 
the date of death (but not after the expiration date of the option), but 
only for the number of shares as to which the option holder was entitled 
to exercise the option on the date of his or her death and (ii) upon the 
option holder's ceasing to be a director by reason of disability her or 
she (or his or her guardian) shall have the right to exercise the option 
within one year after the date of the option holder ceased to be a 
director (but not after the expiration date of the option), but only for 
the number of shares as to which the option holder was entitled to 
exercise the option on the date of his or her ceasing to be a director.

		(e)	Notwithstanding any other provision herein, 
such option may not be exercised prior to shareholder approval of this 
Plan at an annual meeting of shareholders by a majority of the shares 
represented at such meeting; nor prior to the admission of the shares of 
stock issuable on exercise of the option to listing on notice of issuance 
on any stock exchange on which shares of the same class are then listed; 
nor unless and until, in the opinion of counsel for the Company, such 
securities may be issued and delivered without causing the Company to be 
in violation of or incur any liability under any federal, state or other 
securities law, any requirement of any securities exchange listing 
agreement to which the Company may be a party, or any other requirement 
of law or of any regulatory body having jurisdiction over the Company.

		(f)	The option shall not be transferable by the 
option holder other than by will or the laws of descent and distribution, 
or pursuant to a qualified domestic relations order as defined by the 
Internal Revenue Code of 1986, as amended (the "Code"), or Title I of the 
Employee Retirement Income Security Act ("ERISA") or the rules 
thereunder; may not be pledged or hypothecated; and shall be exercisable 
during the option holder's lifetime only by the option holder or by his 
or her guardian or legal representative.

	6.	Adjustments.  If the outstanding shares of the 
Company's Common Stock are increased or decreased, or are changed into or 
exchanged for a different number or kind of shares or securities of the 
Company, as a result of one or more reorganizations, recapitalizations, 
stock splits, reverse stock splits, stock dividends or the like, 
appropriate adjustments shall be made in the number and/or kind of shares 
or securities as to which options may thereafter be granted under this 
Plan and for which options then outstanding under this Plan may 
thereafter be exercised.  Any such adjustment in outstanding options 
shall be made without change in the aggregate purchase price applicable 
to the unexercised portion of such options, but with a corresponding 
adjustment in the purchase price for each share or other unit of any 
security covered by the option.  No fractional shares of stock shall be 
issuable under any option granted under this Plan or as a result of any 
such adjustment.

	7.	Corporate Reorganizations.  Upon the dissolution 
or liquidation of the Company, or upon a reorganization, merger or 
consolidation of the Company as a result of which the outstanding shares 
of the Company's Common Stock are changed or exchanged for cash or 
property or securities not of the Company's issue, or upon a sale of 
substantially all the property of the Company to another corporation or 
person, the Plan shall terminate, and all options thereto granted 
hereunder shall terminate, unless provisions shall be made in writing in 
connection with such transaction for the continuance of the Plan and/or 
for the assumption of options theretofore granted, or the substitution 
for such options of options covering the stock of a successor 
corporation, or a parent or subsidiary thereof, with appropriate 
adjustments as to the number and kind of shares and prices, in which 
event the Plan and options theretofore granted shall continue in the 
manner and under the terms so provided.  If the Plan and unexercised 
options shall terminate pursuant to the foregoing sentence, all persons 
entitled to exercise any unexercised portions of options then outstanding 
shall have the right, at such time prior to the consummation of the 
transaction causing such termination as the Company shall designate, to 
exercise the unexercised portions of their options, including the 
portions thereof which would, but for this section entitled "Corporation 
Reorganizations," not yet be exercisable.

	8.	Change in Control.  Notwithstanding any other 
provisions of this Plan, upon any Change in Control (as defined herein 
below) all then outstanding options will become fully vested and 
exercisable.  The term "Change in Control" shall mean (a) any "person" 
(as such term is used in Sections 3(a)(9) and 13(d)(3) of the Securities 
Exchange Act of 1934) becomes the beneficial owner (as such term is used 
in Section 13(d)(1) of the Securities Exchange Act of 1934), directly or 
indirectly, of securities of the Company representing at least 25% of the 
combined voting power of the then outstanding securities of the Company 
in a transaction which was not approved by the Company's Board of 
Directors prior to its occurrence; or (b) during any period of twenty-
four (24) consecutive months, individuals who at the beginning of such 
period constituted the Company's Board of Directors cease for any reason 
to constitute at least a majority thereof, unless the election, or the 
nomination for election, of each new director was approved by a vote of 
at least two-thirds of the directors then still in office who were 
directors at the beginning of the period.

	9.	Granting of Stock.  (a) Each participating Director 
may elect to forego cash payment of all or any portion of his or her 
Director Fees (the fees subject to such election are hereinafter referred 
to as "Elected Fees") and receive, subject to provisions of subsection 
(c) hereof, on the date such Elected Fees otherwise would be paid, or 
such other date specified by the Board, shares of Common Stock.  If the 
participating director elects to receive shares of Common Stock, the 
number of shares issuable shall equal the amount of the Elected Fees 
divided by the Fair Market Value per share of Common Stock as of the 
issue date.  No fractional shares of Common Stock shall be issued and the 
value of such fractional share shall be paid to each participating 
director in cash.  An election pursuant to this Section 9 shall be made 
prior to the commencement of any period of Board service to which the 
grant relates, but in any event at least six months prior to the 
scheduled payment of the Elected Fees, and such election shall be 
irrevocable.

	(b)	This Plan will be submitted for the approval of 
the Company's stockholders within twelve months after the date of the 
Board's initial adoption of this Plan.  No grant of Common Stock pursuant 
to Section 9 hereof shall be made prior to approval of this Plan by the 
Company's stockholders.

	(c)	The Company shall be entitled to require payment 
in cash or deduction from other compensation payable to each 
participating director of any sums required by federal, state or local 
tax law to be withheld with respect to the issuance of Common Stock under 
the Plan.

		(d)		This Plan and the issuance and delivery of shares 
of Common Stock hereunder are subject to compliance with all applicable 
federal and state laws, rules and regulations (including but not limited 
to state and federal securities law) and to such approvals by any 
listing, regulatory or governmental authority as may, in the opinion of 
counsel for the Company,  be necessary or advisable in connection 
therewith.  Any securities delivered under this Plan shall be subject to 
such restrictions, and the person acquiring such securities shall, if 
requested by the Company, provide such assurances and representations to 
the Company as the Company may deem necessary or desirable to assure 
compliance with all applicable legal requirements.  To the extent 
permitted by applicable law, the Plan shall be deemed amended to the 
extent necessary to conform to such laws, rules and regulations.

	10.	Duration, Termination and Amendment of the Plan.  
This Plan shall become effective upon its adoption by the Board of 
Directors of the Company and shall expire on February 22, 2001, so that 
no option may be granted hereunder after that date although any option 
outstanding on that date may thereafter be exercised in accordance with 
its terms.  The Board of Directors of the Company may alter, amend, 
suspend or terminate this Plan, provided that no such action shall 
deprive an option holder, without his or her consent, of any option 
previously granted pursuant to this Plan or of any of the option holder's 
rights under such option.  Except as herein provided, no such action of 
the Board, unless taken with the approval of the stockholders of the 
Company, may make any amendment to the Plan as to which approval by 
stockholders is necessary for continued applicability of Rule 16b-3 of 
the Securities and Exchange Commission.

	Notwithstanding the foregoing, the Plan shall not be 
amended more than once every six months other than to comport with 
changes in the Code, ERISA or the rules thereunder. 

	11.	Administration.  (a) It shall be the duty of the 
Board to conduct the general administration of this Plan in accordance 
with its provisions.  The Board shall have the power to interpret this 
Plan and to adopt such rules for the administration, interpretation, and 
application of this Plan as are consistent therewith and to interpret, 
amend or revoke any such rules. 

	(b)	All expenses and liabilities which members of the 
Board incur in connection with the administration of this Plan shall be 
borne by the Company.  The Board may employ attorneys, consultants, 
accountants, appraisers, brokers, or other persons.  The Board, the 
Company and the Company's officers and Directors shall be entitled to 
rely upon the advice, opinions or valuations of any such persons.  All 
actions taken and all interpretations and determinations made by the 
Board in good faith shall be final and binding upon the Company and all 
other interested persons.  No members of the Board shall be personally 
liable for any action, determination or interpretation made in good faith 
with respect to this Plan, and all members of the Board shall be fully 
protected by the Company in respect of any such action, determination or 
interpretation.

12.	Certain Definitions.  Wherever the following 
terms are used in this Plan they shall have the meaning specified below, 
unless the context clearly indicates otherwise. 

(a)	Director Fees.  "Director Fees" shall mean the 
annual retainer fee and regular meeting fees, including committee fees, 
if any, paid by the Company to a participating director. 

(b)	Employee.  "Employee" shall mean any officer or 
other employee (as defined in accordance with Section 3401(c) of the 
Code) of the Company, or of any corporation which is a Subsidiary.

(c)	Fair Market Value.  Fair Market Value is defined 
in Section 5(a) hereof. 





June 28, 1996



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


Re:	Registration Statement on Form S-8

Gentlemen:

I have examined the Registration Statement, together with 
exhibits thereto, to be filed with you relating to the registration of 
common stock, $0.01 par value per share (the Common Stock), issuable in 
connection with The Titan Corporation 1996 Directors Stock Option and 
Equity Participation Plan (the Plan).  I am familiar with the 
proceedings taken and to be taken by The Titan Corporation, a Delaware 
corporation (the Company), in connection with the issuance of shares of 
Common Stock under the Plan and the authorization of such issuance 
thereunder, and have examined such documents and such questions of law 
and fact as I have deemed necessary in order to express the opinion 
hereinafter stated.

Based on the foregoing, it is my opinion that the shares 
of Common Stock of the Company to be issued pursuant to the Plan have 
been duly authorized, and that such Common Stock, when issued in 
accordance with the terms of the Plan, will be legally and validly 
issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an 
exhibit to the above referenced Registration Statement.

Very truly yours,


	/s/
David A. Hahn, Esq.
Senior Vice President
General Counsel and 
Secretary





CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation 
by reference in this registration statement of our report dated February 
28, 1996 incorporated by reference in The Titan Corporations Form 10-K 
for the year ended December 31, 1995 and to all references to our firm 
included in this registration statement.


	
	/s/
ARTHUR 
ANDERSEN LLP


San Diego, California
June 28, 1996