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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 23, 2004

                               XANSER CORPORATION

               (Exact name of registrant as specified in charter)


       Delaware                        001-05083                 74-1191271
(State of Incorporation)          (Commission File No.)       (I.R.S. Employer
                                                             Identification No.)



                          2435 North Central Expressway
                             Richardson, Texas 75080
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (972) 699-4000




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

<PAGE>
Item 4. Changes in Certifying Accountant.

     The Audit  Committee of the Board of Directors of Xanser  Corporation  (the
"Company") recently sought proposals from three accounting firms, including KPMG
LLP  ("KPMG") and Grant  Thornton  LLP ("GT"),  with respect to the audit of the
Company's  consolidated  financial  statements for the year ending  December 31,
2004.  Effective  June 23, 2004, the Audit  Committee  selected GT to audit such
financial statements and thereafter dismissed KPMG as the Company's  independent
accountants.  KPMG had served as the Company's independent accountants since the
1998 fiscal year.

     KPMG's reports on the Company's  consolidated financial statements for each
of the years ended December 31, 2002 and 2003 did not contain an adverse opinion
or  disclaimer  of opinion,  nor were such  reports  qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows:

     KPMG  LLP's  report  on the  consolidated  financial  statements  of Xanser
Corporation and subsidiaries as of and for the years ended December 31, 2003 and
2002,  contained  a separate  paragraph  stating  "As  discussed  in Note 1, the
Company  adopted the provisions of Statement of Financial  Accounting  Standards
No. 142 "Goodwill and Other Intangible Assets" in 2002."

     During the fiscal years ended  December 31, 2002 and 2003 and the year 2004
through the date hereof,  there was no disagreement  with KPMG on any matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which, if not resolved to the  satisfaction of KPMG,  would
have caused KPMG to make reference to the subject matter of the  disagreement in
connection with its reports covering such periods.

     During the fiscal  years ended  December  31, 2002 and 2003 and during 2004
through the date hereof, there were no "reportable events" (hereinafter defined)
requiring  disclosure  pursuant to Item  304(a)(1)(v) of Regulation S-K. As used
herein, the term "reportable events" means any of the items listed in paragraphs
(a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.

     The Company has requested  that KPMG furnish it with a letter  addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of the letter from KPMG dated June 24, 2004 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.

     During the two years ended  December 31, 2003 and during 2004,  the Company
engaged GT to assist the Company as the Company  prepared its tax  provision and
tax returns. In the course of this engagement, the Company sought advice from GT
on the application of accounting  principles with respect to income tax accruals
and on the application of tax laws. During the two years ended December 31, 2003
and during 2004 through the date  hereof,  neither the Company nor anyone on its
behalf  consulted  with  GT  regarding  either  the  application  of  accounting
principles to a specified transaction,  either completed or proposed, other than
disclosed in the previous  sentence,  or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, nor has GT provided
to the Company a written  report or oral advice  regarding  such  principles  or
audit opinion, other than disclosed in the previous sentence.

     The Company has  requested  that GT review the  disclosure  in this Current
Report on Form 8-K and provided GT the opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's  expression of its views,  or the respects in which GT does not
agree with the  statements  made by the Company in this Current  Report.  GT has
advised the Company that no such letter need be issued.

Item 7. Financial Statements and Exhibits.

     Exhibit.

     16.1 Letter from KPMG to the Securities and Exchange Commission, dated June
          24, 2004, regarding change in certifying accountant.




<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        XANSER CORPORATION



Dated June 29, 2004                         //s//  HOWARD C. WADSWORTH
                                        ----------------------------------------
                                        Howard C. Wadsworth
                                        Vice President, Treasurer and Secretary


<PAGE>
                                                                    Exhibit 16.1



June 24, 2004


Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for Xanser Corporation ("Xanser") and,
under the date of February 25, 2004, we reported on the consolidated financial
statements of Xanser as of and for the years ended December 31, 2003 and 2002.
On June 23, 2004, our appointment as principal accountants was terminated.

We have read Xanser's statements included under Item 4 of its Form 8-K dated
June 23, 2004, and we agree with such statements except as disclosed below.

We are not in a position to agree or disagree with Xanser's statements that "The
Audit Committee of the Board of Directors of Xanser Corporation (the "Company")
recently sought proposals from three accounting firms, including KPMG LLP
("KPMG") and Grant Thornton LLP ("GT"), with respect to the audit of the
Company's consolidated financial statements for the year ending December 31,
2004. Effective June 23, 2004, the Audit Committee selected GT to audit such
financial statements."

We are also not in a position to agree or disagree with the Company's statements
that "During the two years ended December 31, 2003 and during 2004 through the
date hereof, neither the Company nor anyone on its behalf consulted with GT
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, other than disclosed in the previous
sentence, or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, nor has GT provided to the Company a written
report or oral advice regarding such principles or audit opinion, other than
disclosed in the previous sentence."

We are also not in a position to agree or disagree with the Company's statements
that "The Company has requested that GT review the disclosure in this Current
Report on Form 8-K and provided GT the opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's expression of its views, or the respects in which GT does not
agree with the statements made by the Company in this Current Report. GT has
advised the Company that no such letter need be issued."

Very truly yours,


(Signed) KPMG LLP
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{"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": "8-K", "act": "34", "file-number": "001-05083", "film-number": "04887446"}, "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 SERVICES INC", "date-changed": "19920703"}, {"former-conformed-name": "KANEB PIPE LINE CO", "date-changed": "19710610"}]}
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 23, 2004

                               XANSER CORPORATION

               (Exact name of registrant as specified in charter)

       Delaware                        001-05083                 74-1191271
(State of Incorporation)          (Commission File No.)       (I.R.S. Employer
                                                             Identification No.)

                          2435 North Central Expressway
                             Richardson, Texas 75080
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (972) 699-4000

--------------------------------------------------------------------------------
Item 4. Changes in Certifying Accountant.

     The Audit  Committee of the Board of Directors of Xanser  Corporation  (the
"Company") recently sought proposals from three accounting firms, including KPMG
LLP  ("KPMG") and Grant  Thornton  LLP ("GT"),  with respect to the audit of the
Company's  consolidated  financial  statements for the year ending  December 31,
2004.  Effective  June 23, 2004, the Audit  Committee  selected GT to audit such
financial statements and thereafter dismissed KPMG as the Company's  independent
accountants.  KPMG had served as the Company's independent accountants since the
1998 fiscal year.

     KPMG's reports on the Company's  consolidated financial statements for each
of the years ended December 31, 2002 and 2003 did not contain an adverse opinion
or  disclaimer  of opinion,  nor were such  reports  qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows:

     KPMG  LLP's  report  on the  consolidated  financial  statements  of Xanser
Corporation and subsidiaries as of and for the years ended December 31, 2003 and
2002,  contained  a separate  paragraph  stating  "As  discussed  in Note 1, the
Company  adopted the provisions of Statement of Financial  Accounting  Standards
No. 142 "Goodwill and Other Intangible Assets" in 2002."

     During the fiscal years ended  December 31, 2002 and 2003 and the year 2004
through the date hereof,  there was no disagreement  with KPMG on any matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which, if not resolved to the  satisfaction of KPMG,  would
have caused KPMG to make reference to the subject matter of the  disagreement in
connection with its reports covering such periods.

     During the fiscal  years ended  December  31, 2002 and 2003 and during 2004
through the date hereof, there were no "reportable events" (hereinafter defined)
requiring  disclosure  pursuant to Item  304(a)(1)(v) of Regulation S-K. As used
herein, the term "reportable events" means any of the items listed in paragraphs
(a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.

     The Company has requested  that KPMG furnish it with a letter  addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of the letter from KPMG dated June 24, 2004 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.

     During the two years ended  December 31, 2003 and during 2004,  the Company
engaged GT to assist the Company as the Company  prepared its tax  provision and
tax returns. In the course of this engagement, the Company sought advice from GT
on the application of accounting  principles with respect to income tax accruals
and on the application of tax laws. During the two years ended December 31, 2003
and during 2004 through the date  hereof,  neither the Company nor anyone on its
behalf  consulted  with  GT  regarding  either  the  application  of  accounting
principles to a specified transaction,  either completed or proposed, other than
disclosed in the previous  sentence,  or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, nor has GT provided
to the Company a written  report or oral advice  regarding  such  principles  or
audit opinion, other than disclosed in the previous sentence.

     The Company has  requested  that GT review the  disclosure  in this Current
Report on Form 8-K and provided GT the opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's  expression of its views,  or the respects in which GT does not
agree with the  statements  made by the Company in this Current  Report.  GT has
advised the Company that no such letter need be issued.

Item 7. Financial Statements and Exhibits.

     Exhibit.

     16.1 Letter from KPMG to the Securities and Exchange Commission, dated June
          24, 2004, regarding change in certifying accountant.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        XANSER CORPORATION

Dated June 29, 2004                         //s//  HOWARD C. WADSWORTH
                                        ----------------------------------------
                                        Howard C. Wadsworth
                                        Vice President, Treasurer and Secretary
Exhibit 16.1

June 24, 2004

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for Xanser Corporation ("Xanser") and,
under the date of February 25, 2004, we reported on the consolidated financial
statements of Xanser as of and for the years ended December 31, 2003 and 2002.
On June 23, 2004, our appointment as principal accountants was terminated.

We have read Xanser's statements included under Item 4 of its Form 8-K dated
June 23, 2004, and we agree with such statements except as disclosed below.

We are not in a position to agree or disagree with Xanser's statements that "The
Audit Committee of the Board of Directors of Xanser Corporation (the "Company")
recently sought proposals from three accounting firms, including KPMG LLP
("KPMG") and Grant Thornton LLP ("GT"), with respect to the audit of the
Company's consolidated financial statements for the year ending December 31,
2004. Effective June 23, 2004, the Audit Committee selected GT to audit such
financial statements."

We are also not in a position to agree or disagree with the Company's statements
that "During the two years ended December 31, 2003 and during 2004 through the
date hereof, neither the Company nor anyone on its behalf consulted with GT
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, other than disclosed in the previous
sentence, or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, nor has GT provided to the Company a written
report or oral advice regarding such principles or audit opinion, other than
disclosed in the previous sentence."

We are also not in a position to agree or disagree with the Company's statements
that "The Company has requested that GT review the disclosure in this Current
Report on Form 8-K and provided GT the opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of the Company's expression of its views, or the respects in which GT does not
agree with the statements made by the Company in this Current Report. GT has
advised the Company that no such letter need be issued."

Very truly yours,

(Signed) KPMG LLP