<PAGE>   1
      As filed with the Securities and Exchange Commission on July 19, 2001
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     ---------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     ---------------------------------------

                               KANEB SERVICES LLC
             (Exact name of registrant as specified in its charter)


           DELAWARE                                             75-2931295
 (State or other jurisdiction of                              (I.R.S Employer
  incorporation or organization)                             Identification No.)

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

                     KANEB SERVICES LLC 2001 INCENTIVE PLAN
                            (Full title of the plan)

                     ---------------------------------------

                                 JOHN R. BARNES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               KANEB SERVICES LLC
                           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        AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING         AMOUNT OF
   TO BE REGISTERED        REGISTERED (1)             SHARE (2)                 PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                       <C>                    <C>
 Common Shares                2,000,000                $14.30                $28,600,000              $7,150
=================================================================================================================
</TABLE>

(1)  Also includes an indeterminable number of shares of Common Shares 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 July 16, 2001.

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



<PAGE>   2


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     1.  The Registrant's effective registration statement on Form 10/A (File
         No. 1-16405) (including without limitation the description of the
         Registrant's Common Shares contained therein); and

     2.  The Registrant's effective registration statement on Form 8-A (File
         No. 1-16405) (including the description of the rights to purchase the
         Registrant's Common Shares contained therein).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to
the date of the filing hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS

     To the fullest extent permitted by law but subject to the limitations
expressly provided in the Registrant's limited liability company agreement, the
Registrant must indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or complete action, suit or
proceeding (each an "Indemnitee"), whether civil, criminal, administrative or
investigative (other than an action by the Registrant or in the Registrant's
right) by reason of the fact that such Indemnitee is or was one of the
Registrant's directors, officers or tax matters shareholder against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Indemnitee in connection with such
action, suit or proceeding if such Indemnitee acted in good faith and in a
manner that such Indemnitee reasonably believed to be in or not opposed to the
Registrant's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such Indemnitee's conduct was
unlawful.

                                      II-1
<PAGE>   3

The company agreement provides that the termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not, of itself, create a presumption that
the Indemnitee did not act in good faith and in a manner that such Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Registrant, or, with respect to any criminal action or proceeding, had
reasonable cause to believe such Indemnitee's conduct was unlawful.

     To the fullest extent permitted by law but subject to the limitations
expressly provided in the company agreement, the Registrant must indemnify any
Indemnitee who was or is a party or is threatened to be made a party to any
threatened, pending or complete action or suit by the Registrant or in the
Registrant's right to procure a judgment in the Registrant's favor by reason of
the fact that such Indemnitee is or was one of the Registrant's directors,
officers or tax matters shareholder against expenses (including attorneys' fees)
actually and reasonably incurred by such Indemnitee in connection the defense or
settlement of such action or suit if such Indemnitee acted in good faith and in
a manner that such Indemnitee reasonably believed to be in or not opposed to the
Registrant's best interests, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the Court of
Chancery of the State of Delaware or such other court shall deem proper.

     The Registrant may indemnify any of its employees or agents, or any person
serving at its request as an employee or agent of another entity, in the same
manner and to the same extent that the Registrant is required to indemnify its
directors and officers under the immediately preceding two paragraphs.

     To the extent that any Indemnitee has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, the Registrant must indemnify
such Indemnitee against expenses (including attorney's fees) actually and
reasonably incurred by such Indemnitee in connection therewith.

     The Registrant must pay expenses (including attorney's fees) incurred by a
person who is a potential Indemnitee in defending any civil, criminal,
administrative or investigative action, suit or proceeding, from time to time,
in advance of the final disposition of such action, suit or proceeding upon
receipt by the Registrant of an undertaking by or on behalf of such Indemnitee
to repay such amount if it shall ultimately be determined that the such person
is not entitled to be indemnified by the Registrant under its company agreement.

     The indemnification and advancement of expenses provided by, or granted
pursuant to, the company agreement shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of shareholders or disinterested directors,
as a matter of law or otherwise, both as to actions in the Indemnitee's official
capacity and as to action in another capacity while holding such office or
position, and shall continue as to an Indemnitee who has ceased to serve in such
capacity and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee.

     The Registrant may purchase and maintain insurance, on behalf of any person
who is or was a member of the board of directors or an officer and on behalf of
such other persons as the board of directors shall determine, against any
liability that may be asserted against or expense that may be incurred by such
person in connection with the Registrant's activities, regardless of whether the
Registrant would have the power to indemnify such person against such liability
under the provisions of the company agreement.

     The Registrant shall be deemed to have requested an Indemnitee to serve as
fiduciary of an employee benefit plan whenever the performance by the Indemnitee
of such Indemnitee's duties to the Registrant also imposes duties on, or
otherwise involves services by, the Indemnitee to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of the company agreement; action taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of such


                                      II-2
<PAGE>   4

Indemnitee's duties for a purpose reasonably believed by such Indemnitee to be
in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is in, or not opposed to, the Registrant's best
interests.

     The company agreement provides that in no event may an Indemnitee subject
the Registrant's shareholders to personal liability by reason of the
indemnification provisions set forth in the company agreement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

EXCULPATION OF LIABILITY OF OUR OFFICERS AND DIRECTORS

     None of the officers or directors of the Registrant may be liable to the
Registrant or to its shareholders for monetary damages for losses sustained or
liabilities incurred as a result of any act or omission constituting a breach of
such director's or officer's fiduciary duty, except:

     1.   For a breach of such director's or officer's duty of loyalty to the
          Registrant or to its shareholders;

     2.   For acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law; or

     3.   For any transaction from which the director or officer derived an
          improper personal benefit.

     The Registrant's company agreement provides that if the Delaware General
Corporation Law is amended after the date of the company agreement to authorize
Delaware corporations to further eliminate, limit or increase the personal
liability of directors of Delaware corporations beyond that permitted under
Section 102(b)(7) of the Delaware General Corporation Law, then the liability of
the Registrant's directors or officers to the Registrant, in addition to the
personal liability limitation provided herein, shall be further limited to the
fullest extent permitted under the Delaware General Corporation Law as so
amended.

     The Registrant's board of directors and officers may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document believed by it or him to be genuine and to
have been signed or presented by the proper party or parties. In addition, the
company agreement provides that the Registrant's board of directors and officers
may consult with legal counsel, accountants, appraisers, management consultants,
investment bankers and other consultants and advisers selected by it or him and
any opinion of any such person as to matters that the board of directors or such
officers reasonably believes to be within such person's professional or expert
competence shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by the board of directors or such
officers hereunder in good faith and in accordance with such opinion.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.



                                      II-3
<PAGE>   5

ITEM 8.  EXHIBITS.


            4.1              Amended and Restated Limited Liability Company
                             Agreement of Kaneb Services LLC (incorporated by
                             reference to exhibit 3.1 of the Registrant's
                             Current Report of Form 8-K filed on June 27, 2001).

            4.2              Kaneb Services LLC 2001 Incentive Plan
                             (incorporated  by reference to exhibit 99.2 of
                             the Registrant's Current Report of Form 8-K filed
                             on June 27, 2001).

            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 Deloitte & Touche LLP.

           23.3              Consent of Fulbright & Jaworski L.L.P. (contained
                             in Exhibit 5 hereto).

           24.1              Power of Attorney (contained on page II-6 hereof).


ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar volume of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement


                                      II-4
<PAGE>   6

relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                      II-5
<PAGE>   7


                                   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 July 19, 2001.

                                       KANEB SERVICES LLC


                                       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             July 19, 2001
--------------------------------                        Executive Officer
             John R. Barnes                        (Principle Executive Officer)


        /s/ Howard C. Wadsworth               Vice President, Treasurer and Secretary             July 19, 2001
-------------------------------------       (principal Financial and Accounting Officer)
          Howard C. Wadsworth

            /s/ Sangwoo Ahn                                  Director                             July 19, 2001
-------------------------------------
              Sangwoo Ahn

        /s/ Frank M. Burke, Jr.                              Director                             July 19, 2001
-------------------------------------
          Frank M. Burke, Jr.

          /s/ Charles R. Cox                                 Director                             July 19, 2001
-------------------------------------
            Charles R. Cox

           /s/ Hans Kessler                                  Director                             July 19, 2001
-------------------------------------
             Hans Kessler

         /s/ James R. Whatley                                Director                             July 19, 2001
------------------------------------
           James R. Whatley
</TABLE>




                                      II-6
<PAGE>   8


                                  EXHIBIT INDEX


      EXHIBIT NUMBER                     DESCRIPTION
      --------------                     -----------

            4.1              Amended and Restated Limited Liability Company
                             Agreement of Kaneb Services LLC (incorporated by
                             reference to exhibit 3.1 of the Registrant's
                             Current Report of Form 8-K filed on June 27, 2001).

            4.2              Kaneb Services LLC 2001 Incentive Plan
                             (incorporated  by reference to exhibit 99.2 of
                             the Registrant's Current Report of Form 8-K filed
                             on June 27, 2001).

            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 Deloitte & Touche LLP.

           23.3              Consent of Fulbright & Jaworski L.L.P. (contained
                             in Exhibit 5 hereto).

           24.1              Power of Attorney (contained on page II-6 hereof).
[{"type": "S-8", "sequence": "1", "filename": "h89139s-8.txt", "description": "KANEB SERVICES LLC - 2001 INCENTIVE PLAN", "secsgml_size_bytes": 25046}]
{"company-data": {"conformed-name": "KANEB SERVICES LLC", "cik": "0001137154", "assigned-sic": "5172", "irs-number": "752931295", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65404", "film-number": "1684267"}, "business-address": {"street1": "2435 N CENTRAL EXPWY SUITE 700", "city": "RICHARDSON", "state": "TX", "zip": "75080", "phone": "9726994019"}, "mail-address": {"street1": "2435 N CENTRAL EXPWY SUITE 700", "city": "RICHARDSON", "state": "TX", "zip": "75080"}}
1
      As filed with the Securities and Exchange Commission on July 19, 2001
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     ---------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     ---------------------------------------

                               KANEB SERVICES LLC
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             75-2931295
 (State or other jurisdiction of                              (I.R.S Employer
  incorporation or organization)                             Identification No.)

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

                     KANEB SERVICES LLC 2001 INCENTIVE PLAN
                            (Full title of the plan)

                     ---------------------------------------

                                 JOHN R. BARNES
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               KANEB SERVICES LLC
                           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        AMOUNT TO BE         OFFERING PRICE PER       AGGREGATE OFFERING         AMOUNT OF
   TO BE REGISTERED        REGISTERED (1)             SHARE (2)                 PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Common Shares                2,000,000                $14.30                $28,600,000              $7,150
=================================================================================================================
(1)  Also includes an indeterminable number of shares of Common Shares 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 July 16, 2001.

================================================================================
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     1.  The Registrant's effective registration statement on Form 10/A (File
         No. 1-16405) (including without limitation the description of the
         Registrant's Common Shares contained therein); and

     2.  The Registrant's effective registration statement on Form 8-A (File
         No. 1-16405) (including the description of the rights to purchase the
         Registrant's Common Shares contained therein).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to
the date of the filing hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS

     To the fullest extent permitted by law but subject to the limitations
expressly provided in the Registrant's limited liability company agreement, the
Registrant must indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or complete action, suit or
proceeding (each an "Indemnitee"), whether civil, criminal, administrative or
investigative (other than an action by the Registrant or in the Registrant's
right) by reason of the fact that such Indemnitee is or was one of the
Registrant's directors, officers or tax matters shareholder against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such Indemnitee in connection with such
action, suit or proceeding if such Indemnitee acted in good faith and in a
manner that such Indemnitee reasonably believed to be in or not opposed to the
Registrant's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such Indemnitee's conduct was
unlawful.

                                      II-1
3

The company agreement provides that the termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not, of itself, create a presumption that
the Indemnitee did not act in good faith and in a manner that such Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Registrant, or, with respect to any criminal action or proceeding, had
reasonable cause to believe such Indemnitee's conduct was unlawful.

     To the fullest extent permitted by law but subject to the limitations
expressly provided in the company agreement, the Registrant must indemnify any
Indemnitee who was or is a party or is threatened to be made a party to any
threatened, pending or complete action or suit by the Registrant or in the
Registrant's right to procure a judgment in the Registrant's favor by reason of
the fact that such Indemnitee is or was one of the Registrant's directors,
officers or tax matters shareholder against expenses (including attorneys' fees)
actually and reasonably incurred by such Indemnitee in connection the defense or
settlement of such action or suit if such Indemnitee acted in good faith and in
a manner that such Indemnitee reasonably believed to be in or not opposed to the
Registrant's best interests, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses that the Court of
Chancery of the State of Delaware or such other court shall deem proper.

     The Registrant may indemnify any of its employees or agents, or any person
serving at its request as an employee or agent of another entity, in the same
manner and to the same extent that the Registrant is required to indemnify its
directors and officers under the immediately preceding two paragraphs.

     To the extent that any Indemnitee has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, the Registrant must indemnify
such Indemnitee against expenses (including attorney's fees) actually and
reasonably incurred by such Indemnitee in connection therewith.

     The Registrant must pay expenses (including attorney's fees) incurred by a
person who is a potential Indemnitee in defending any civil, criminal,
administrative or investigative action, suit or proceeding, from time to time,
in advance of the final disposition of such action, suit or proceeding upon
receipt by the Registrant of an undertaking by or on behalf of such Indemnitee
to repay such amount if it shall ultimately be determined that the such person
is not entitled to be indemnified by the Registrant under its company agreement.

     The indemnification and advancement of expenses provided by, or granted
pursuant to, the company agreement shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of shareholders or disinterested directors,
as a matter of law or otherwise, both as to actions in the Indemnitee's official
capacity and as to action in another capacity while holding such office or
position, and shall continue as to an Indemnitee who has ceased to serve in such
capacity and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee.

     The Registrant may purchase and maintain insurance, on behalf of any person
who is or was a member of the board of directors or an officer and on behalf of
such other persons as the board of directors shall determine, against any
liability that may be asserted against or expense that may be incurred by such
person in connection with the Registrant's activities, regardless of whether the
Registrant would have the power to indemnify such person against such liability
under the provisions of the company agreement.

     The Registrant shall be deemed to have requested an Indemnitee to serve as
fiduciary of an employee benefit plan whenever the performance by the Indemnitee
of such Indemnitee's duties to the Registrant also imposes duties on, or
otherwise involves services by, the Indemnitee to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of the company agreement; action taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of such

                                      II-2
4

Indemnitee's duties for a purpose reasonably believed by such Indemnitee to be
in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is in, or not opposed to, the Registrant's best
interests.

     The company agreement provides that in no event may an Indemnitee subject
the Registrant's shareholders to personal liability by reason of the
indemnification provisions set forth in the company agreement.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the United States Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

EXCULPATION OF LIABILITY OF OUR OFFICERS AND DIRECTORS

     None of the officers or directors of the Registrant may be liable to the
Registrant or to its shareholders for monetary damages for losses sustained or
liabilities incurred as a result of any act or omission constituting a breach of
such director's or officer's fiduciary duty, except:

     1.   For a breach of such director's or officer's duty of loyalty to the
          Registrant or to its shareholders;

     2.   For acts or omissions not in good faith or that involve intentional
          misconduct or a knowing violation of law; or

     3.   For any transaction from which the director or officer derived an
          improper personal benefit.

     The Registrant's company agreement provides that if the Delaware General
Corporation Law is amended after the date of the company agreement to authorize
Delaware corporations to further eliminate, limit or increase the personal
liability of directors of Delaware corporations beyond that permitted under
Section 102(b)(7) of the Delaware General Corporation Law, then the liability of
the Registrant's directors or officers to the Registrant, in addition to the
personal liability limitation provided herein, shall be further limited to the
fullest extent permitted under the Delaware General Corporation Law as so
amended.

     The Registrant's board of directors and officers may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document believed by it or him to be genuine and to
have been signed or presented by the proper party or parties. In addition, the
company agreement provides that the Registrant's board of directors and officers
may consult with legal counsel, accountants, appraisers, management consultants,
investment bankers and other consultants and advisers selected by it or him and
any opinion of any such person as to matters that the board of directors or such
officers reasonably believes to be within such person's professional or expert
competence shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by the board of directors or such
officers hereunder in good faith and in accordance with such opinion.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                      II-3
5

ITEM 8.  EXHIBITS.

            4.1              Amended and Restated Limited Liability Company
                             Agreement of Kaneb Services LLC (incorporated by
                             reference to exhibit 3.1 of the Registrant's
                             Current Report of Form 8-K filed on June 27, 2001).

            4.2              Kaneb Services LLC 2001 Incentive Plan
                             (incorporated  by reference to exhibit 99.2 of
                             the Registrant's Current Report of Form 8-K filed
                             on June 27, 2001).

            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 Deloitte & Touche LLP.

           23.3              Consent of Fulbright & Jaworski L.L.P. (contained
                             in Exhibit 5 hereto).

           24.1              Power of Attorney (contained on page II-6 hereof).

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar volume of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement

                                      II-4
6

relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-5
7

                                   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 July 19, 2001.

                                       KANEB SERVICES LLC

                                       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             July 19, 2001
--------------------------------                        Executive Officer
             John R. Barnes                        (Principle Executive Officer)

        /s/ Howard C. Wadsworth               Vice President, Treasurer and Secretary             July 19, 2001
-------------------------------------       (principal Financial and Accounting Officer)
          Howard C. Wadsworth

            /s/ Sangwoo Ahn                                  Director                             July 19, 2001
-------------------------------------
              Sangwoo Ahn

        /s/ Frank M. Burke, Jr.                              Director                             July 19, 2001
-------------------------------------
          Frank M. Burke, Jr.

          /s/ Charles R. Cox                                 Director                             July 19, 2001
-------------------------------------
            Charles R. Cox

           /s/ Hans Kessler                                  Director                             July 19, 2001
-------------------------------------
             Hans Kessler

         /s/ James R. Whatley                                Director                             July 19, 2001
------------------------------------
           James R. Whatley
II-6
8

                                  EXHIBIT INDEX

      EXHIBIT NUMBER                     DESCRIPTION
      --------------                     -----------

            4.1              Amended and Restated Limited Liability Company
                             Agreement of Kaneb Services LLC (incorporated by
                             reference to exhibit 3.1 of the Registrant's
                             Current Report of Form 8-K filed on June 27, 2001).

            4.2              Kaneb Services LLC 2001 Incentive Plan
                             (incorporated  by reference to exhibit 99.2 of
                             the Registrant's Current Report of Form 8-K filed
                             on June 27, 2001).

            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 Deloitte & Touche LLP.

           23.3              Consent of Fulbright & Jaworski L.L.P. (contained
                             in Exhibit 5 hereto).

           24.1              Power of Attorney (contained on page II-6 hereof).