SECURITIES AND EXCHANGE COMMISSION

__________________

SCHEDULE 13G/A

Titan Pharmaceuticals, Inc.

Common Stock

888314101

Jim Black
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5840

December 31, 2004

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨      Rule 13d-1(b)

þ      Rule 13d-1(c)

¨      Rule 13d-1(d)

(Continued on following pages)

(Page 1 of 10 Pages)

___________

     *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

A-1

SCHEDULE 13G/A
(Amendment No. 3)

(1)	Kevin Douglas and his wife, Michelle Douglas, hold 837,050 shares directly and jointly.
(2)	Kevin Douglas has dispositive power with respect to 837,050 shares held by the Douglas Family Trust.
(3)	Based on 32,302,602 shares of the Issuer’s Common Stock outstanding as of November 1, 2004, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2004.

SCHEDULE 13G/A
(Amendment No. 3)

(1)	Kevin Douglas has dispositive power with respect to 837,050 shares held by the Douglas Family Trust.
(2)	Based on 32,302,602 shares of the Issuer’s Common Stock outstanding as of November 1, 2004, as reported in its quarterly report on Form 10-Q for the quarter ended September 30, 2004.

Item 1.

Item 2.

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Item 4. Ownership

     Reference is made to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G/A and associated footnotes, which Rows and footnotes are incorporated by reference herein.

     As of the date of the event which required the filing of this Schedule 13G/A, the Reporting Persons held directly the following number of shares of the Issuer’s Common Stock:

	(1)	Kevin Douglas and his wife, Michelle Douglas, hold these shares both directly and jointly.
	(2)	Kevin Douglas has been granted dispositive power over the shares held by this reporting person.

     Each of the reporting persons hereunder may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other reporting persons hereunder. Although the reporting persons are reporting such securities as if they were members of a “group,” the filing of this Schedule 13G/A shall not be construed as an admission by any reporting person that such reporting person is a beneficial owner of any securities other than those directly or indirectly held by such reporting pPerson.

Item 5. Ownership of Five Percent or Less of a Class

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

     Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

     Not applicable.

Item 8. Identification and Classification of Members of the Group

     See Item 4 of this Schedule 13G/A and the Joint Filing Agreement attached hereto as Exhibit A.

Item 9. Notice of Dissolution of Group

     Not applicable.

Item 10. Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

*	Pursuant to Limited Power of Attorney filed as Exhibit 24 to the Schedule 13G/A (Amendment No. 2) filed February 13, 2004.

EXHIBIT A

JOINT FILING AGREEMENT

     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G/A to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of the Common Stock of Titan Pharmaceuticals, Inc., is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

*	Pursuant to Limited Power of Attorney filed as Exhibit 24 to the Schedule 13G/A (Amendment No. 2) filed February 13, 2004.