EXHIBIT 10.12

                        INTERCORPORATE SERVICES AGREEMENT


      This INTERCORPORATE SERVICES AGREEMENT (the "Agreement") is made effective
as of January 1, 1998, by and between Titanium Metals Corporation  ("TIMET"),  a
Delaware corporation, and NL Industries, Inc. ("NL"), a New Jersey corporation.

      WHEREAS, TIMET desires that NL provide certain insurance, risk management,
loss control,  internal audit, tax, and executive secretarial and administrative
services to TIMET, as set forth in this Agreement.

      NOW,  THEREFORE,  in  consideration of the premises and promises set forth
herein and for other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties to this Agreement agree as follows:

      1.    SERVICES  PROVIDED.  NL  will  make  available  to  TIMET  and its
subsidiaries the following services (the "Services"):

            (a)   certain administration and management services with respect to
                  TIMET's insurance and risk management needs, including:

                  (i)   management  of claims  (including  insured
                        and  self-insured   workers   compensation
                        and liability claims);
                  (ii)  budgeting and related  activities;
                  (iii) coordination of property loss control
                        program; and
                  (iv)  administration of TIMET's insurance  program,  excluding
                        all employee benefit and welfare related programs.

            (b)   consultation  and  assistance  in  performing  internal  audit
                  projects, as requested.

            (c)   consultation    and   assistance   in   tax   management   and
                  administration, including, without limitation, preparation and
                  filing  of  tax  returns,   tax  reporting,   examinations  by
                  government authorities and tax planning.

            (d)   certain executive secretarial and administrative services.

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      2. FEES FOR SERVICES AND  REIMBURSEMENT  OF EXPENSES.  During the Term (as
defined below) of the Agreement, TIMET shall pay to NL an annual fee of $335,000
for the Services  described in paragraphs  1(a), 1(c), and 1(d) above payable in
quarterly  installments of $83,750 plus all  out-of-pocket  expenses incurred in
connection with the performance of such Services. In addition, TIMET will pay to
NL within thirty (30) days after  receipt of an invoice (such  invoices to occur
no more  frequently  than once per month) an amount  equal to the product of 600
multiplied by the number of days devoted by NL's internal  auditors to providing
Services described in paragraph 1(b) above times the number of internal auditors
providing  such  Services  plus  all  out-of-pocket  expenses  incurred  in  the
performance of such Services.  Notwithstanding the foregoing,  in the event that
TIMET determines,  in its sole discretion,  that it no longer desires certain of
the Services or NL determines, in its sole discretion, that it no longer desires
to provide  certain of the  Services,  then TIMET or NL, as  appropriate,  shall
provide  the  other  party  with a  ninety  (90) day  prior  written  notice  of
cancellation  describing the Services to be terminated or discontinued and TIMET
and NL during such ninety-day period shall agree to a pro-rata  reduction of the
fees due hereunder for such terminated or discontinued Services.

      3. LIMITATION OF LIABILITY. In providing Services hereunder, NL shall have
a duty to act, and to cause its agents to act, in a reasonably  prudent  manner,
but  neither  NL nor any  officer,  director,  employee  or agent of NL shall be
liable to TIMET or its  subsidiaries for any error of judgment or mistake of law
or for any loss incurred by TIMET or its  subsidiaries  in  connection  with the
matters to which this  Agreement  relates,  except a loss resulting from willful
misfeasance,  bad  faith or  gross  negligence  on the  part of NL or from  NL's
reckless disregard of obligations and duties under this Agreement.

      4. INDEMNIFICATION OF NL BY TIMET. TIMET shall indemnify and hold harmless
NL, its subsidiaries and their respective officers, directors and employees from
and against any and all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and other expenses of litigation) to which
such party may become  subject  arising out of the  provision by NL to TIMET and
its subsidiaries of any of the Services,  provided that such indemnity shall not
protect  any such  party  against  any  liability  to which  such  person  would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence or reckless disregard of obligations and duties hereunder.

      5. FURTHER ASSURANCE. Each of the parties will make, execute,  acknowledge
and  deliver  such  other  instruments  and  documents,  and take all such other
actions,  as the other party may  reasonably  request and as may  reasonably  by
required in order to effectuate  the purposes of this Agreement and to carry out
the terms hereof.



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      6. NOTICES. All communications  hereunder shall be in writing and shall be
addressed to:

            If to NL:         NL Industries, Inc.
                              16825 Northchase Drive, Suite 1200
                              Houston, Texas 77060
                              Attention:  General Counsel

            If to TIMET:      Titanium Metals Corporation
                              1999 Broadway, Suite 4300
                              Denver, Colorado 80202
                              Attention:  General Counsel

            or such other  address as the  parties  shall  have  specified  in
            writing.

      7. AMENDMENT AND MODIFICATION.  Neither this Agreement nor any item hereof
may be changed,  waived,  discharged  or  terminated  other than by agreement in
writing signed by the parties hereto.

      8.  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto,
provided that this Agreement may not be assigned by either of the parties hereto
without the prior written consent of the other party.

      9.  MISCELLANEOUS.  The  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of  this  Agreement.   This  Agreement  constitutes  the  entire
agreement, and supersedes all prior agreements and understandings,  both written
and oral,  between the parties with respect to the subject matter  hereof.  This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original,  and all of which together shall constitute one and the same
instrument.  This  Agreement  shall  be  governed  in  all  respects,  including
validity, interpretation and affect, by the laws of the State of Texas.

      10. TERM OF AGREEMENT.  This Agreement shall be effective as of January 1,
1998,  and shall remain in effect for a term of one year until December 31, 1998
(the  "Term");  provided,   however,  the  Agreement  shall  be  extended  on  a
quarter-to-quarter  basis  after  the  expiration  of the  Term  unless  written
notification  is given by either  party thirty (30) days in advance of the first
day of each  successive  quarter or unless it is  terminated  or superseded by a
subsequent  written  agreement of the parties hereto.  Upon such  termination or
upon the  expiration  of this  Agreement,  the parties'  rights and  obligations
hereunder  shall  cease  and  terminate   except  with  respect  to  rights  and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.



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      IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  this  Agreement
effective as of the _____ day of July,  1998,  which Agreement will be deemed to
be effective as of January 1, 1998.

                                    NL INDUSTRIES, INC.


                                    By:____________________________________
                                          Dennis G. Newkirk
                                          Vice President


                                    TITANIUM METALS CORPORATION


                                    By:____________________________________
                                          J. Thomas Montgomery
                                          Vice President