UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 of 1934

Date of Report (Date of earliest event reported): July 22 26, 2005

The Titan Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-6035	95-2588754
(State or other	(Commission File	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
jurisdiction of	Number)	Identification No.)
incorporation)

3033 Science Park Drive

San Diego, California 92121-1199

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 552-9500

Not Applicable~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.~~01.~~02 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On July 22 26, 2005, The Titan Corporation ~~(“Titan”),~~ ~~certain subsidiaries of Titan named as guarantors therein~~ (the “~~Guarantors”) and Deutsche Bank Trust~~ Company ~~Americas, as trustee (the “Trustee~~”) ~~entered into~~issued a ~~First~~press ~~Supplemental Indenture (the “Supplemental Indenture”) to the~~release ~~Indenture~~announcing ~~(the~~its ~~“Indenture”),~~unaudited ~~dated~~financial asresults offor ~~May 15,~~its ~~2003,~~second byquarter ~~and~~ended among Titan, the guarantors named therein and the Trustee relating to Titan’s 8% Senior Subordinated Notes due 2011 (the “Notes”). The Supplemental Indenture was entered into in connection with the previously disclosed Merger Agreement (as amended on June ~~28, 2005, the “Merger~~ ~~Agreement”)~~30, ~~dated as of June 2,~~ 2005~~, by and among Titan, L-3 Communications Corporation (“L-3”) and Saturn VI Acquisition Corp~~. A ~~(“Merger~~copy ~~Sub”), pursuant~~of ~~to which Merger Sub will be merged, upon~~ the ~~terms~~press ~~and~~release ~~conditions set~~is ~~forth~~being ~~therein,~~furnished ~~with and into Titan, with Titan continuing~~ as ~~the~~Exhibit ~~surviving corporation~~99.1 ~~and~~to athis ~~wholly-owned~~Current ~~subsidiary~~Report ofon ~~L-3~~Form ~~(the “Merger”)~~8-K.

The information ~~Supplemental~~in ~~Indenture~~Exhibit ~~will~~99.1 ~~have~~is ~~the effect~~being offurnished ~~releasing~~and ~~the~~shall ~~Guarantors~~not ~~from~~be ~~their~~deemed ~~guarantees of Titan’s obligations~~“filed” ~~under~~for the ~~Notes~~purposes ~~and~~of ~~eliminating~~Section ~~substantially~~18 ~~all~~ of the ~~restrictive~~Securities ~~covenants and~~Exchange ~~events~~Act of ~~default~~1934, ~~and other related provisions from the Indenture governing~~as ~~the~~amended ~~Notes. Although~~ (the ~~Supplemental Indenture~~“Exchange ~~was executed on July 22~~Act”), ~~2005,~~or itotherwise ~~will~~subject ~~not~~to ~~become~~the ~~operative unless~~liabilities ~~and~~of ~~until (i) all Notes~~ that Section. The ~~are~~information ~~validly~~in ~~tendered~~Exhibit ~~pursuant to L-3’s~~99.1 ~~offer~~shall tonot ~~purchase~~be ~~any~~deemed ~~and~~incorporated ~~all~~by ~~outstanding~~reference ~~Notes~~into ~~for~~any ~~cash,~~registration ~~which tender offer~~statement ~~was~~or ~~launched~~other bydocument ~~L-3~~filed onwith ~~June 30,~~the ~~2005~~Securities ~~pursuant~~and toExchange ~~the~~Commission ~~terms of~~ (the ~~Merger Agreement~~“SEC”), regardless ~~are~~of ~~accepted~~any ~~for~~general ~~purchase~~incorporation ~~and~~language ~~paid~~in ~~for,~~such ~~and (ii) the Merger is consummated~~filing.

~~The~~In addition, ~~above~~the ~~summary~~Company ofis ~~the Supplemental~~hereby ~~Indenture~~filing ~~does~~as ~~not~~Exhibit ~~purport~~99.2 to bethis ~~complete~~Current ~~and~~Report on isForm ~~qualified~~8-K, ina copy of its ~~entirety~~unaudited bycondensed consolidated statements of ~~reference~~operations tofor the ~~full~~three ~~text~~and ofsix ~~the~~months ~~Supplemental~~ended ~~Indenture~~June 30, ~~which~~2005 isand ~~attached hereto~~2004. The asinformation in Exhibit 4 99.12 shall be deemed “filed” for the purposes of Section 18 of the Exchange Act and may be incorporated ~~herein~~ by reference into any registration statement or other document filed with the SEC.

Item 7.01. Regulation FD Disclosure

Titan is furnishing certain supplemental information (the “Supplemental Information”) concerning Titan and its business. The Supplemental Information is set forth in Exhibit 99.1 to this Report.

The Supplemental Information is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the Supplemental Information will not be incorporated by reference into any registration statement filed by Titan under the Securities Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits

499.1 ~~First~~ Press ~~Supplemental~~Release ~~Indenture, dated as~~ of ~~July 22, 2005, by and among~~ The Titan Corporation, ~~the~~issued ~~entities~~July ~~named as guarantors therein and Deutsche Bank Trust Company Americas~~26, ~~as trustee~~2005.

99.12 ~~Certain~~Unaudited Condensed Consolidated ~~supplemental~~Statements ~~information~~of ~~concerning~~Operations of The Titan Corporation for the Three and ~~its~~Six ~~business~~Months Ended June 30, 2005 and 2004.

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.

	THE TITAN CORPORATION	~~THE TITAN CORPORATION~~
	By	By/s/ Mark W. Sopp		~~/s/ Mark W. Sopp~~
			Name:	Mark W. Sopp
		Name: Mark W. Sopp
		Title:	~~Title:~~Senior Vice President and	~~Chief Financial Officer~~
Date: July 25, 2005
			Chief Financial Officer
Date: July 26, 2005

EXHIBIT INDEX

Exhibit:

499.1 ~~First Supplemental~~ Press ~~Indenture,~~Release ~~dated as~~ of ~~July 22, 2005, by and among~~ The Titan ~~Corporation,~~ ~~the entities named as guarantors therein and Deutsche Bank Trust~~Corporation ~~Company~~issued ~~Americas~~July 26, ~~as trustee~~2005.

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