<PAGE>
     As filed with the Securities and Exchange Commission on March 7, 2002
                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               XANSER CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                       75-1191271
(State or other jurisdiction of incorporation                  (I.R.S Employer
              or organization)                               Identification No.)

         2435 N. CENTRAL EXPRESSWAY
          RICHARDSON, TEXAS 75080                                  75080
  (Address of Principal Executive Offices)                       (Zip Code)

                           1,000,000 ADDITIONAL SHARES
                                      UNDER
                               XANSER CORPORATION
                         401(K) SAVINGS INVESTMENT PLAN
                            (Full title of the plan)

                                   ----------

                                 JOHN R. BARNES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               XANSER CORPORATION
                           2435 N. CENTRAL EXPRESSWAY
                             RICHARDSON, TEXAS 75080
                     (Name and address of agent for service)

                                 (972) 699-4000

          (Telephone number, including area code, of agent for service)

                                  With Copy to:

                                 JOHN A. WATSON
                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                            HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
========================================================================================================================
                                                     PROPOSED MAXIMUM          PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE           OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
    BE REGISTERED             REGISTERED                SHARE (1)                   PRICE              REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>                    <C>
Common Stock,
without par value              1,000,000                   $2.28                  $2,280,000                $209.76
========================================================================================================================
</Table>

(1)   Estimated solely for purposes of calculating the registration fee in
      accordance with Rule 457 under the Securities Act of 1933, based on the
      average of the high and low trading prices on March 6, 2002.

================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement on Form S-8 covers additional shares of the
Registrant's common stock under the Xanser Corporation 401(k) Savings Investment
Plan, as amended and restated effective on January 1, 1998 (the "Plan"). Two
Registration Statements on Form S-8 (Reg. No. 333-14067 and 33-41295) (the
"Earlier Registration Statements") are effective with respect to an aggregate of
2,250,000 shares of common stock under the Plan. Except for Items 5, 6 and 8 of
the Earlier Registration Statements, the contents of the Earlier Registration
Statements are incorporated herein by reference pursuant to Instruction E to
Form S-8.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
Registrant's bylaws provide for the indemnification of directors, officers,
employees or agents of the Registrant to the fullest extent permitted under
Delaware law.

      Article Twelfth of the Registrant's Certificate of Incorporation provides,
in part, that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) arising from a breach of a director's
duty of loyalty to the Registrant or its stockholders, (ii) arising from a
director's intentional misconduct or knowing violation of law, (iii) for illegal
dividends and stock repurchases or (iv) involving a director's improper personal
benefit.


                                      I-1
<PAGE>


ITEM 8. EXHIBITS.

      4.1   Restated Certificate of Incorporation of the Registrant, dated
            September 26, 1979, filed as Exhibit 3.1 to the Registrant's
            Registration Statement on Form S-16, which exhibit is hereby
            incorporated by reference.

      4.2   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated April 30, 1981, filed as
            Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1981, which exhibit is hereby incorporated
            by reference.

      4.3   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated May 28, 1985, filed as
            Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
            the quarter ended June 30, 1985, which exhibit is hereby
            incorporated by reference.

      4.4   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated September 17, 1985, filed as
            Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
            the quarter ended September 30, 1985, which exhibit is hereby
            incorporated by reference.

      4.5   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated July 10, 1990, filed as
            Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1990, which exhibit is hereby incorporated
            by reference.

      4.6   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated September 21, 1990, filed as
            Exhibit 3.5 to the Registrant's Quarterly Report on Form 10-Q for
            the quarter ended September 30, 1990, which exhibit is hereby
            incorporated by reference.

      4.7   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated August 8, 2001, filed as
            Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on
            August 22, 2001, which exhibit is hereby incorporated by reference.

      4.8   By-laws of the Registrant filed as Exhibit 3.7 to the Registrant's
            Annual Report on Form 10-K for the year ended December 31, 1998,
            which exhibit is hereby incorporated by reference.

      4.9   Xanser Corporation 401(k) Savings Investment Plan, Amendment and
            Restatement effective January 1, 1998.

      23.1  Consent of KPMG LLP.

      24.1  Power of Attorney (contained on page II-3 hereof).


                                      I-2
<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson, State of Texas, on March 7, 2002.


                                    XANSER CORPORATION


                                    By:        /s/ Howard C. Wadsworth
                                       ---------------------------------------
                                                 Howard C. Wadsworth
                                       Vice President, Treasurer and Secretary

                               POWERS OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of John R. Barnes and Howard C.
Wadsworth his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
               Signature                                  Title                              Date
               ---------                                  -----                              ----
<S>                                       <C>                                           <C>


          /s/ John R. Barnes              Chairman of the Board, President and
---------------------------------------         Chief Executive Officer
             John R. Barnes                  (Principal Executive Officer)              March 7, 2002


         /s/ Michael R. Bakke
---------------------------------------                Controller
           Michael R. Bakke                  (Principal Accounting Officer)             March 7, 2002


            /s/ Sangwoo Ahn
---------------------------------------
              Sangwoo Ahn                               Director                        March 7, 2002


        /s/ Frank M. Burke, Jr.
---------------------------------------
          Frank M. Burke, Jr.                           Director                        March 7, 2002


          /s/ Charles R. Cox
---------------------------------------
            Charles R. Cox                              Director                        March 7, 2002


           /s/ Hans Kessler
---------------------------------------
             Hans Kessler                               Director                        March 7, 2002



         /s/ James R. Whatley
---------------------------------------
           James R. Whatley                             Director                        March 7, 2002
</Table>


                                      I-3
<PAGE>


                                  EXHIBIT INDEX

Exhibit Number                           Description
--------------    --------------------------------------------------------------

      4.1         Restated Certificate of Incorporation of the Registrant, dated
                  September 26, 1979, filed as Exhibit 3.1 to the Registrant's
                  Registration Statement on Form S- 16, which exhibit is hereby
                  incorporated by reference.

      4.2         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated April 30, 1981, filed
                  as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
                  for the year ended December 31, 1981, which exhibit is hereby
                  incorporated by reference.

      4.3         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated May 28, 1985, filed as
                  Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1985, which exhibit is hereby
                  incorporated by reference.

      4.4         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated September 17, 1985,
                  filed as Exhibit 4.1 to the Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1985, which
                  exhibit is hereby incorporated by reference.

      4.5         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated July 10, 1990, filed as
                  Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1990, which exhibit is hereby
                  incorporated by reference.

      4.6         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated September 21, 1990,
                  filed as Exhibit 3.5 to the Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1990, which
                  exhibit is hereby incorporated by reference.

      4.7         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated August 8, 2001, filed
                  as Exhibit 3.1 to the Registrant's Current Report on Form 8-K
                  filed on August 22, 2001, which exhibit is hereby incorporated
                  by reference.

      4.8         By-laws of the Registrant filed as Exhibit 3.7 to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998, which exhibit is hereby incorporated by
                  reference.

      4.9         Xanser Corporation 401(k) Savings Investment Plan, Amendment
                  and Restatement effective January 1, 1998.

      23.1        Consent of KPMG LLP.

      24.1        Power of Attorney (contained on page II-3 hereof).
[{"type": "S-8", "sequence": "1", "filename": "h94771s-8.txt", "description": "XANSER CORPORATION", "secsgml_size_bytes": 15870}]
{"company-data": {"conformed-name": "XANSER CORP", "cik": "0000054441", "assigned-sic": "1700", "irs-number": "741191271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83968", "film-number": "02569629"}, "business-address": {"street1": "2435 N. CENTRAL EXPRESSWAY", "street2": "SUITE 700", "city": "RICHARDSON", "state": "TX", "zip": "75080", "phone": "9726994000"}, "mail-address": {"street1": "P O BOX 650283", "city": "DALLAS", "state": "TX", "zip": "75265-0283"}, "former-company": [{"former-conformed-name": "KANEB PIPE LINE CO", "date-changed": "19710610"}, {"former-conformed-name": "KANEB SERVICES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on March 7, 2002
                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               XANSER CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                                       75-1191271
(State or other jurisdiction of incorporation                  (I.R.S Employer
              or organization)                               Identification No.)

         2435 N. CENTRAL EXPRESSWAY
          RICHARDSON, TEXAS 75080                                  75080
  (Address of Principal Executive Offices)                       (Zip Code)

                           1,000,000 ADDITIONAL SHARES
                                      UNDER
                               XANSER CORPORATION
                         401(K) SAVINGS INVESTMENT PLAN
                            (Full title of the plan)

                                   ----------

                                 JOHN R. BARNES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               XANSER CORPORATION
                           2435 N. CENTRAL EXPRESSWAY
                             RICHARDSON, TEXAS 75080
                     (Name and address of agent for service)

                                 (972) 699-4000

          (Telephone number, including area code, of agent for service)

                                  With Copy to:

                                 JOHN A. WATSON
                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                            HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151

                                   ----------

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                     PROPOSED MAXIMUM          PROPOSED MAXIMUM
TITLE OF SECURITIES TO       AMOUNT TO BE           OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
    BE REGISTERED             REGISTERED                SHARE (1)                   PRICE              REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
Common Stock,
without par value              1,000,000                   $2.28                  $2,280,000                $209.76
========================================================================================================================
(1)   Estimated solely for purposes of calculating the registration fee in
      accordance with Rule 457 under the Securities Act of 1933, based on the
      average of the high and low trading prices on March 6, 2002.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      This Registration Statement on Form S-8 covers additional shares of the
Registrant's common stock under the Xanser Corporation 401(k) Savings Investment
Plan, as amended and restated effective on January 1, 1998 (the "Plan"). Two
Registration Statements on Form S-8 (Reg. No. 333-14067 and 33-41295) (the
"Earlier Registration Statements") are effective with respect to an aggregate of
2,250,000 shares of common stock under the Plan. Except for Items 5, 6 and 8 of
the Earlier Registration Statements, the contents of the Earlier Registration
Statements are incorporated herein by reference pursuant to Instruction E to
Form S-8.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
Registrant's bylaws provide for the indemnification of directors, officers,
employees or agents of the Registrant to the fullest extent permitted under
Delaware law.

      Article Twelfth of the Registrant's Certificate of Incorporation provides,
in part, that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) arising from a breach of a director's
duty of loyalty to the Registrant or its stockholders, (ii) arising from a
director's intentional misconduct or knowing violation of law, (iii) for illegal
dividends and stock repurchases or (iv) involving a director's improper personal
benefit.

                                      I-1
ITEM 8. EXHIBITS.

      4.1   Restated Certificate of Incorporation of the Registrant, dated
            September 26, 1979, filed as Exhibit 3.1 to the Registrant's
            Registration Statement on Form S-16, which exhibit is hereby
            incorporated by reference.

      4.2   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated April 30, 1981, filed as
            Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1981, which exhibit is hereby incorporated
            by reference.

      4.3   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated May 28, 1985, filed as
            Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
            the quarter ended June 30, 1985, which exhibit is hereby
            incorporated by reference.

      4.4   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated September 17, 1985, filed as
            Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for
            the quarter ended September 30, 1985, which exhibit is hereby
            incorporated by reference.

      4.5   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated July 10, 1990, filed as
            Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for the
            year ended December 31, 1990, which exhibit is hereby incorporated
            by reference.

      4.6   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated September 21, 1990, filed as
            Exhibit 3.5 to the Registrant's Quarterly Report on Form 10-Q for
            the quarter ended September 30, 1990, which exhibit is hereby
            incorporated by reference.

      4.7   Certificate of Amendment to the Restated Certificate of
            Incorporation of the Registrant, dated August 8, 2001, filed as
            Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on
            August 22, 2001, which exhibit is hereby incorporated by reference.

      4.8   By-laws of the Registrant filed as Exhibit 3.7 to the Registrant's
            Annual Report on Form 10-K for the year ended December 31, 1998,
            which exhibit is hereby incorporated by reference.

      4.9   Xanser Corporation 401(k) Savings Investment Plan, Amendment and
            Restatement effective January 1, 1998.

      23.1  Consent of KPMG LLP.

      24.1  Power of Attorney (contained on page II-3 hereof).

                                      I-2
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richardson, State of Texas, on March 7, 2002.

                                    XANSER CORPORATION

                                    By:        /s/ Howard C. Wadsworth
                                       ---------------------------------------
                                                 Howard C. Wadsworth
                                       Vice President, Treasurer and Secretary

                               POWERS OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of John R. Barnes and Howard C.
Wadsworth his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                  Title                              Date
               ---------                                  -----                              ----
/s/ John R. Barnes              Chairman of the Board, President and
---------------------------------------         Chief Executive Officer
             John R. Barnes                  (Principal Executive Officer)              March 7, 2002

         /s/ Michael R. Bakke
---------------------------------------                Controller
           Michael R. Bakke                  (Principal Accounting Officer)             March 7, 2002

            /s/ Sangwoo Ahn
---------------------------------------
              Sangwoo Ahn                               Director                        March 7, 2002

        /s/ Frank M. Burke, Jr.
---------------------------------------
          Frank M. Burke, Jr.                           Director                        March 7, 2002

          /s/ Charles R. Cox
---------------------------------------
            Charles R. Cox                              Director                        March 7, 2002

           /s/ Hans Kessler
---------------------------------------
             Hans Kessler                               Director                        March 7, 2002

         /s/ James R. Whatley
---------------------------------------
           James R. Whatley                             Director                        March 7, 2002
I-3
EXHIBIT INDEX

Exhibit Number                           Description
--------------    --------------------------------------------------------------

      4.1         Restated Certificate of Incorporation of the Registrant, dated
                  September 26, 1979, filed as Exhibit 3.1 to the Registrant's
                  Registration Statement on Form S- 16, which exhibit is hereby
                  incorporated by reference.

      4.2         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated April 30, 1981, filed
                  as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
                  for the year ended December 31, 1981, which exhibit is hereby
                  incorporated by reference.

      4.3         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated May 28, 1985, filed as
                  Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
                  for the quarter ended June 30, 1985, which exhibit is hereby
                  incorporated by reference.

      4.4         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated September 17, 1985,
                  filed as Exhibit 4.1 to the Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1985, which
                  exhibit is hereby incorporated by reference.

      4.5         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated July 10, 1990, filed as
                  Exhibit 3.5 to the Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1990, which exhibit is hereby
                  incorporated by reference.

      4.6         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated September 21, 1990,
                  filed as Exhibit 3.5 to the Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1990, which
                  exhibit is hereby incorporated by reference.

      4.7         Certificate of Amendment to the Restated Certificate of
                  Incorporation of the Registrant, dated August 8, 2001, filed
                  as Exhibit 3.1 to the Registrant's Current Report on Form 8-K
                  filed on August 22, 2001, which exhibit is hereby incorporated
                  by reference.

      4.8         By-laws of the Registrant filed as Exhibit 3.7 to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998, which exhibit is hereby incorporated by
                  reference.

      4.9         Xanser Corporation 401(k) Savings Investment Plan, Amendment
                  and Restatement effective January 1, 1998.

      23.1        Consent of KPMG LLP.

      24.1        Power of Attorney (contained on page II-3 hereof).