<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)

<TABLE>
<S>                                                        <C>
                  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)
</TABLE>

                            750,000 ADDITIONAL SHARES
                                      UNDER
                               XANSER CORPORATION
                            DEFERRED STOCK UNIT 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 (1)              SHARE (2)                   PRICE              REGISTRATION FEE
    -------------           --------------              ---------                   -----              ----------------
<S>                         <C>                     <C>                       <C>                      <C>
Common Stock,                   750,000                   $2.28                   $1,710,000                 $157.32
without par value
</TABLE>

(1)  Also includes an indeterminable number of shares of Common Stock issuable
     as a result of the anti-dilution provisions of such plan.

(2)  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 Deferred Stock Unit Plan,
as amended on April 7, 2001 and February 20, 2002 (the "Plan"). A Registration
Statement on Form S-8 (Reg. No. 333-08725) (the "Earlier Registration
Statement") is effective with respect to 750,000 shares of common stock under
the Plan. Except for Items 5, 6 and 8 of the Earlier Registration Statement, the
contents of the Earlier Registration Statement 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.


                                      II-1
<PAGE>
<TABLE>
<CAPTION>
ITEM 8.        EXHIBITS.
<S>            <C>
     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       Kaneb Services, Inc. Deferred Stock Unit Plan, as amended on
               April 7, 2001 (the "DSU Plan"), filed as Exhibit 10.6 to the
               exhibits of the Registrant's Form 10-Q for the quarter ended June
               30, 2001, which exhibit is hereby incorporated by reference.

     4.10      Amendment to the DSU Plan dated February 20, 2002.

     5.1       Opinion of Fulbright & Jaworski L.L.P. regarding the legality of
               the securities being registered.

     23.1      Consent of KPMG LLP.

     23.2      Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1
               hereto).

     24.1      Power of Attorney (contained on page II-3 hereof).
</TABLE>


                                      II-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>


                                      II-3
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    Exhibit Number                              Description
    --------------                              -----------
<S>                           <C>
         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                  Kaneb Services, Inc. Deferred Stock Unit Plan, as
                              amended on April 7, 2001 (the "DSU Plan"), filed
                              as Exhibit 10.6 to the exhibits of the
                              Registrant's Form 10-Q for the quarter ended June
                              30, 2001, which exhibit is hereby incorporated by
                              reference.

         4.10                 Amendment to the DSU Plan dated February 20, 2002.

         5.1                  Opinion of Fulbright & Jaworski L.L.P. regarding
                              the legality of the securities being registered.

         23.1                 Consent of KPMG LLP.

         23.2                 Consent of Fulbright & Jaworski L.L.P. (contained
                              in Exhibit 5.1 hereto).

         24.1                 Power of Attorney (contained on page II-3 hereof).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "h94772s-8.txt", "description": "XANSER CORPORATION", "secsgml_size_bytes": 18060}]
{"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": "333-83970", "film-number": "02569630"}, "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)
750,000 ADDITIONAL SHARES
                                      UNDER
                               XANSER CORPORATION
                            DEFERRED STOCK UNIT 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 (1)              SHARE (2)                   PRICE              REGISTRATION FEE
    -------------           --------------              ---------                   -----              ----------------
Common Stock,                   750,000                   $2.28                   $1,710,000                 $157.32
without par value
(1)  Also includes an indeterminable number of shares of Common Stock issuable
     as a result of the anti-dilution provisions of such plan.

(2)  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 Deferred Stock Unit Plan,
as amended on April 7, 2001 and February 20, 2002 (the "Plan"). A Registration
Statement on Form S-8 (Reg. No. 333-08725) (the "Earlier Registration
Statement") is effective with respect to 750,000 shares of common stock under
the Plan. Except for Items 5, 6 and 8 of the Earlier Registration Statement, the
contents of the Earlier Registration Statement 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.

                                      II-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       Kaneb Services, Inc. Deferred Stock Unit Plan, as amended on
               April 7, 2001 (the "DSU Plan"), filed as Exhibit 10.6 to the
               exhibits of the Registrant's Form 10-Q for the quarter ended June
               30, 2001, which exhibit is hereby incorporated by reference.

     4.10      Amendment to the DSU Plan dated February 20, 2002.

     5.1       Opinion of Fulbright & Jaworski L.L.P. regarding the legality of
               the securities being registered.

     23.1      Consent of KPMG LLP.

     23.2      Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1
               hereto).

     24.1      Power of Attorney (contained on page II-3 hereof).
II-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
II-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                  Kaneb Services, Inc. Deferred Stock Unit Plan, as
                              amended on April 7, 2001 (the "DSU Plan"), filed
                              as Exhibit 10.6 to the exhibits of the
                              Registrant's Form 10-Q for the quarter ended June
                              30, 2001, which exhibit is hereby incorporated by
                              reference.

         4.10                 Amendment to the DSU Plan dated February 20, 2002.

         5.1                  Opinion of Fulbright & Jaworski L.L.P. regarding
                              the legality of the securities being registered.

         23.1                 Consent of KPMG LLP.

         23.2                 Consent of Fulbright & Jaworski L.L.P. (contained
                              in Exhibit 5.1 hereto).

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