EXHIBIT 10.12

                                  AMENDMENT TO
                               EMPLOYMENT CONTRACT


AMONG:

TIMET SAVOIE S.A., a Societe Anonyme with offices at 62 Avenue Paul Girod, 73400
Ugine,  France  (hereinafter  referred  to as  the  "Company"),  represented  by
Jean-Marc Frisch, President and Directeur General of the Company, and

TITANIUM METALS CORPORATION, a Delaware (USA) corporation,  with offices at 1999
Broadway,  Suite 4300,  Denver,  Colorado,  USA 80202 (hereafter  referred to as
"TIMET"),  represented  by J.  Landis  Martin,  Chairman,  President  and  Chief
Executive Officer of TIMET,

On the one hand,

AND

MR. CHRISTIAN J.M. LEONHARD, of French nationality, residing at 7 rue d'Alleray,
75015 Paris, France (hereinafter referred to as "Mr. Leonhard"),

On the other hand.


PREAMBLE

A. Mr.  Leonhard  was  originally  employed by TIMET France SARL, a wholly owned
subsidiary of TIMET, on September 26, 1988.

B. As of 1 January  1997,  TIMET France SARL was merged into the Company and the
employees  of TIMET  France SARL were  transferred  to the  Company  pursuant to
Article 122.12 of the French Labor Code.  The Company is a 70% owned  subsidiary
of TIMET.

C. Since 1997, Mr. Leonhard has served in various  capacities in the Company and
has been seconded by the Company to other positions within TIMET in the U.K. and
the U.S.

D. In connection with a  reorganization,  the Company and TIMET have offered and
Mr. Leonhard has agreed to a modification of his prior responsibilities. The new
terms and  conditions of his  employment  are set forth in this  Amendment.  The
Parties agree that the original  contract  between Mr. Leonhard and TIMET France
SARL dated 26  September  1988 and all the  subsequent  amendments  to that 1988
Employment  Contract as well as any  amendments  and  restatements  of that 1988
Employment Contract are together regarded as a continuing contractual obligation
under French law.

<PAGE>


1) Appointment and Term of Mission

     a)   Mr.  Leonhard  is  seconded  to  TIMET  as the  Director  of  European
          Operations as and from 1 January 2003.

     b)   In his capacity of Director of European Operations,  Mr. Leonhard will
          be  subordinate  to  and  report  to Mr.  J.  Landis  Martin,  TIMET's
          Chairman,  President  and Chief  Executive  Officer (or any person who
          succeeds  or  replaces  Mr.  Martin in such  position  or to any other
          person  designated by Mr.  Martin).  Notwithstanding  his mission with
          TIMET,  he shall continue to be considered an employee of the Company,
          which alone shall be entitled to modify or terminate  this  employment
          contract.  Mr. Leonhard's  performance of his mission and duties shall
          also be performed under the terms and requirements of TIMET's Grant of
          Authority as adopted from time to time by TIMET's  board of directors.
          Mr. Leonhard  understands and accepts his duties and  responsibilities
          and the  limits  of the  authority  granted  to him and will  strictly
          adhere to such limitations.

     c)   Under  the  directives  of  TIMET's  Chairman,   President  and  Chief
          Executive Officer and subject to the applicable terms and requirements
          of TIMET's  Grant of Authority,  Mr.  Leonhard's  current  mission and
          duties  shall  include,  among other  things,  the  management  in all
          respects of TIMET UK and its  subsidiaries,  TIMET  Savoie,  Loterios,
          TIMET Germany and ValTimet, or any other U.K. or European subsidiaries
          or   affiliates   that  may  exist   from  time  to  time,   including
          responsibility  for  manufacturing,  commercial,  quality,  technical,
          financial,  and human resources matters;  the management  oversight of
          all production facilities; the management and development of employees
          and managers;  the  determination and  recommendation  for approval of
          organizational  structures;  the  preparation and  recommendation  for
          approval of annual  operating plans; and such other duties as shall be
          required from time to time by Mr. Martin.

     d)   Nothing  contained in this amendment  shall  constitute a guarantee of
          employment for any period of time.

2) Social Security and Other French Plans

     For  the  duration  of  his  mission,  Mr.  Leonhard  will  continue  to be
     affiliated to the French Social Security and any other French plans offered
     by the Company to employees of a similar level and/or  position.  Moreover,
     the  Company  will  continue  to  maintain  its  affiliation  to the French
     unemployment,  retirement, pension plan, complementary retirement plans and
     other  social  benefits  subscribed  to by the Company for  employees  of a
     similar level and/or position.

3) Compensation

     a)   Commencing  July 13, 2003, Mr.  Leonhard shall receive an annual gross
          salary of 236,250(euro)(euros)  payable in euros through the Company's
          payroll system.

                                      - 2 -

<PAGE>


     b)   Mr.  Leonhard will  participate in TIMET's U.S. profit sharing program
          (as it exists from  time-to-time) at the Executive  level.  Under this
          program  currently,  annual  profit  sharing  payments  are based upon
          corporate-wide  return  on  equity  and  individual  performance,  and
          calculated as a percentage of base compensation.

     c)   Nothing  herein shall affect  TIMET's  right to modify or  discontinue
          such program at any time or from time to time, or to move Mr. Leonhard
          to a  different  profit  sharing  program,  provided  that  he will be
          eligible to receive the same level of benefit  under any such  program
          as other employees of a similar level and/or  position.  It is further
          understood  and  agreed  that no  amounts  paid to Mr.  Leonhard  with
          respect  to   relocation   reimbursements   and   allowances,   travel
          allowances,  legal or other fee  reimbursement  shall be considered as
          compensation under Article 2 or Article 3(a) or (b) above for purposes
          of  calculating  any bonus,  pension or similar  payments to which Mr.
          Leonhard is or may become entitled.

     d)   Mr. Leonhard will be ineligible to participate in the TIMET retirement
          savings plan due to his participation in the French retirement program
          through the Company.

     e)   Subject to the terms and  conditions  of TIMET's  Executive  Severance
          Policy,  as amended and restated  effective May 17, 2000 and as may be
          subsequently amended from time to time, in the event that Mr. Leonhard
          is  terminated  without  "cause" or if he resigns for "good reason" as
          such terms are  defined in TIMET's  Executive  Severance  Policy,  the
          salary continuation  benefit that will be payable to Mr. Leonhard will
          be 262,500 (euro) (euros) or the equivalent of one year's annual gross
          base salary, if such amount is then greater, plus any bonus earned for
          the year of termination, prorated for the date of termination.

4) Other Benefits

     Mr. Leonhard shall be entitled to participate in any automobile  scheme for
     European  executives in effect from time to time on the same basis as other
     European executives.

5) Engagement/Confidentiality

     Mr.  Leonhard  shall  devote  all of his work  time to the  service  of the
     Company or TIMET, and shall refrain from engaging in any other professional
     activity,  whether  or not  competing.  During  the  entire  period of this
     contract  and after its  expiration,  Mr.  Leonhard  agrees to  consider as
     confidential  and not to reveal  any  technical,  financial  or  commercial
     information with respect to the Company and TIMET.

6) Termination

     This contract is of indefinite duration.  Each of the parties may terminate
     this  contract by giving six (6) months'  prior  notice  except that in the
     event of serious misconduct,  Mr. Leonhard may be terminated by the Company
     without prior notice.

                                      - 3 -

<PAGE>


7) Jurisdiction

     Any dispute to which the foregoing  terms may give rise shall be determined
     by the courts of the location of the  Company's  head  office,  which shall
     have  sole  jurisdiction.  With  respect  to any  questions  which  are not
     addressed  by the present  contract,  the parties  agree to comply with the
     terms  of  the  applicable   collective  bargaining  agreement  (Convention
     Collective Nationale de la Metallurgie, Ingenieurs et Cadres).



IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Agreement  as of
November 25, 2003.



                                              \s\ Christian J.M. Leonhard
                                              -----------------------------
                                                  Christian J.M. Leonhard



                                          By: \s\ Jean Marc Frisch
                                              -----------------------------
                                                  Jean Marc Frisch
                                                  President & Directeur General
                                                  TIMET SAVOIE



                                          By: \s\ J. Landis Martin
                                              -----------------------------
                                                  J. Landis Martin
                                                  Chairman, President and Chief
                                                        Executive Officer
                                                  TITANIUM METALS CORPORATION

                                      - 4 -