EXHIBIT 10.3

                        INTERCORPORATE SERVICES AGREEMENT


         This  INTERCORPORATE  SERVICES  AGREEMENT  (the  "Agreement")  is  made
effective  as of January 1, 1999,  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,  and tax 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.

         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 $312,000
for the Services  described in paragraphs  1(a), 1(c), and 1(d) above payable in
quarterly  installments of $78,000 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


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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.

         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. 

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         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, 1999,  and shall  remain in effect for a term of one year until  December 31,
1999 (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 12th day of May, 1999,  which Agreement will be deemed to be
effective as of January 1, 1999.

                                      NL INDUSTRIES, INC.


                                      By:_______________________________________
                                          Robert D. Hardy
                                          Vice President


                                      TITANIUM METALS CORPORATION


                                      By:_______________________________________
                                          J. Thomas Montgomery
                                          Vice President