X0202 4/A 2005-01-03 2005-01-05 0000032258 TITAN CORP TTN 0001042589 COHEN PETER A 3033 SCIENCE PARK ROAD SAN DIEGO CA 92121 1 0 0 0 Common Stock 2005-01-03 2005-01-03 4 A 0 665 16.17 A 14898 D Common Stock 2005-01-03 2005-01-03 4 A 0 774 16.17 A 15672 D Common Stock 2005-01-03 2005-01-03 4 A 0 31 16.44 A 15703 D Common Stock 2005-01-03 2005-01-03 4 A 0 433 16.17 A 16136 D Common Stock 2005-01-03 2005-01-03 4 A 0 403 16.13 A 16539 D Common Stock 50000 I See Footnote Directors Stock Options (right to buy) Common Stock 15491 D AMENDMENT FILED TO CORRECT A CLERICAL ERROR. ISSUER INADVERTANTLY TRANSMITTED FORM 4 PREVIOUSLY FILED BY REPORTING PERSON FOR 10/4/04. THIS AMENDMENT REFLECTS REPORTING PERSON'S CURRENT OWNERSHIP AS OF 1/3/05. Shares were acquired in lieu of director's fees under isuer's 2000 Employee and Director Stock Option and Incentive Plan. Shares acquired in lieu of advance, quarterly cash fees for additional Lead Director responsibilities for January 1, 2005 thru March 31, 2005. Shares acquired in lieu of director meeting fees. Shares acquired in lieu of advanced cash quarterly fees for issuer's committee service. Shares acquired in lieu of cash fees for service on the issuer's Ad Hoc Committee, commencing May 1, 2004 through December 31, 2004. as approved by the Board of Directors on December 14, 2004. Amount carried forward from Form 4 filed by the reporting person for March 12, 2003. The Securities of the Issuer are owned by Ramius Capital Group, LLC ("Ramius"). Peter A,. Cohen is one of the three managing members of C4S & Co. LLC, the sole managing member of Ramius. As a result, Mr. Cohen my be considered a beneficial owner of said securities, however he disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Director's Stock Option (right to buy) information carried forward from Form 4 previously filed by reporting person for October 4, 2004. Peter A. Cohen by Cheryl L. Barr, Attorney-In-Fact 2005-01-21