EXHIBIT 10.5

                       INTERCORPORATE SERVICES AGREEMENT


      This INTERCORPORATE SERVICES AGREEMENT (the "Agreement") is made effective
as of January 1, 1997, 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.

      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 $305,100
for the Services  described in paragraphs  1(a), 1(c), and 1(d) above payable in
quarterly  installments of $76,275 plus all  out-of-pocket  expenses incurred in
connection  with the  performance  of such  Services.  In  addition,  during the
Initial Term and each Subsequent  Term,  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;  provided,  however,  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

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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.

      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

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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,
1997,  and shall  remain in effect for one year  until  December  31,  1997 (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.

      IN  WITNESS  WHEREOF,  the  parties  have  duly  executed  this  Agreement
effective as of the _____ day of  ____________,  1997,  which  Agreement will be
deemed to be effective as of January 1, 1997.

                                    NL INDUSTRIES, INC.


                                    By:____________________________________
                                          Dennis G. Newkirk
                                          Vice President


                                    TITANIUM METALS CORPORATION


                                    By:____________________________________
                                          J. Thomas Montgomery
                                          Vice President - Finance and Treasurer

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