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): May 26, 2005


               THE XANSER CORPORATION SAVINGS AND INVESTMENT PLAN
               (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


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>
Item 4.01   Changes in Registrant's Certifying Accountant.

     The Plan  Administrator  of the Xanser  Corporation  Savings and Investment
Plan (the "Plan") recently sought  proposals from several firms,  including KPMG
LLP  ("KPMG") and Grant  Thornton  LLP ("GT"),  with respect to the audit of the
Plan's statements of net assets available for benefits of The Xanser Corporation
Savings and  Investment  Plan for the year ended  December 31, 2004.  On May 26,
2005, KPMG was dismissed as the Plan's independent  registered public accounting
firm. KPMG had served as the Plan's principal  accountants since the 1998 fiscal
year.  Effective May 31, 2005, the Audit  Committee of Xanser  Corporation  (the
"Company") selected GT to audit such statements.

     KPMG's  reports on the Plan's  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.  During the fiscal years
ended December 31, 2002 and 2003 and the subsequent period through May 26, 2005,
there was no disagreement  with KPMG on any matters of accounting  principles or
practices,  financial statement disclosure,  or auditing scope or procedure with
respect to the Plan,  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 the subsequent
period  through  May 26,  2005,  there  were no  "reportable  events"  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 1, 2005 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.

     During the two years  ended  December  31, 2003 and the  subsequent  period
through May 26, 2005,  neither the Plan nor anyone on its behalf  consulted with
GT regarding  either the  application  of  accounting  principles to a specified
transaction  of the Plan,  either  completed or  proposed,  or the type of audit
opinion that might be rendered on the Plan's  financial  statements,  nor has GT
provided  to the  Company  a  written  report  or  oral  advice  regarding  such
principles or audit opinion.

     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 7.01   Financial Statements and Exhibits.

     Exhibit.

     16.1 Letter from KPMG to the Securities and Exchange Commission, dated June
          1, 2005, 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.


                                            THE XANSER CORPORATION
                                            SAVINGS AND INVESTMENT PLAN




Date:  June 1, 2005                          By: /s/ WILLIAM H. KETTLER
                                                --------------------------------
                                                William H. Kettler
                                                Vice President - Human Resources
                                                (Plan Administrator)


<PAGE>
                                  EXHIBIT INDEX

Exhibit No.

16.1 Letter from KPMG to the Securities and Exchange  Commission,  dated June 1,
     2005, regarding change in certifying accountant.




<PAGE>
                                                                    Exhibit 16.1


June 1, 2005


Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously the principal  accountants for The Xanser Corporation Savings
and  Investment  Plan  (the  "Plan")  and,  under  the date of June 25,  2004 we
reported on the  financial  statements of the Plan as of and for the years ended
December  31, 2003 and 2002.  On May 26,  2005,  our  appointment  as  principal
accountants was terminated.

We have read the  Plan's  statements  included  under  Item 4.01 of its Form 8-K
dated May 26, 2005, and we agree with such statements except as disclosed below.

We are not in a position to agree or disagree  with the Plan's  statements  that
"The Plan  Administrator of the Xanser  Corporation  Savings and Investment Plan
(the "Plan")  recently sought  proposals from several firms,  including KPMG LLP
("KPMG") and Grant Thornton LLP ("GT"),  with respect to the audit of the Plan's
statements  of net assets  available  for  benefits  of The  Xanser  Corporation
Savings and Investment Plan for the year ended December 31, 2004.  Effective May
31, 2005, the Audit Committee of Xanser Corporation (the "Company")  selected GT
to audit such statements".

We are also not in a position  to agree or  disagree  with any of the  Company's
statements made in the last two paragraphs under Item 4.01.

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": "05872457"}, "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): May 26, 2005

               THE XANSER CORPORATION SAVINGS AND INVESTMENT PLAN
               (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

--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))
Item 4.01   Changes in Registrant's Certifying Accountant.

     The Plan  Administrator  of the Xanser  Corporation  Savings and Investment
Plan (the "Plan") recently sought  proposals from several firms,  including KPMG
LLP  ("KPMG") and Grant  Thornton  LLP ("GT"),  with respect to the audit of the
Plan's statements of net assets available for benefits of The Xanser Corporation
Savings and  Investment  Plan for the year ended  December 31, 2004.  On May 26,
2005, KPMG was dismissed as the Plan's independent  registered public accounting
firm. KPMG had served as the Plan's principal  accountants since the 1998 fiscal
year.  Effective May 31, 2005, the Audit  Committee of Xanser  Corporation  (the
"Company") selected GT to audit such statements.

     KPMG's  reports on the Plan's  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.  During the fiscal years
ended December 31, 2002 and 2003 and the subsequent period through May 26, 2005,
there was no disagreement  with KPMG on any matters of accounting  principles or
practices,  financial statement disclosure,  or auditing scope or procedure with
respect to the Plan,  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 the subsequent
period  through  May 26,  2005,  there  were no  "reportable  events"  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 1, 2005 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.

     During the two years  ended  December  31, 2003 and the  subsequent  period
through May 26, 2005,  neither the Plan nor anyone on its behalf  consulted with
GT regarding  either the  application  of  accounting  principles to a specified
transaction  of the Plan,  either  completed or  proposed,  or the type of audit
opinion that might be rendered on the Plan's  financial  statements,  nor has GT
provided  to the  Company  a  written  report  or  oral  advice  regarding  such
principles or audit opinion.

     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 7.01   Financial Statements and Exhibits.

     Exhibit.

     16.1 Letter from KPMG to the Securities and Exchange Commission, dated June
          1, 2005, 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.

                                            THE XANSER CORPORATION
                                            SAVINGS AND INVESTMENT PLAN

Date:  June 1, 2005                          By: /s/ WILLIAM H. KETTLER
                                                --------------------------------
                                                William H. Kettler
                                                Vice President - Human Resources
                                                (Plan Administrator)
EXHIBIT INDEX

Exhibit No.

16.1 Letter from KPMG to the Securities and Exchange  Commission,  dated June 1,
     2005, regarding change in certifying accountant.
Exhibit 16.1

June 1, 2005

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously the principal  accountants for The Xanser Corporation Savings
and  Investment  Plan  (the  "Plan")  and,  under  the date of June 25,  2004 we
reported on the  financial  statements of the Plan as of and for the years ended
December  31, 2003 and 2002.  On May 26,  2005,  our  appointment  as  principal
accountants was terminated.

We have read the  Plan's  statements  included  under  Item 4.01 of its Form 8-K
dated May 26, 2005, and we agree with such statements except as disclosed below.

We are not in a position to agree or disagree  with the Plan's  statements  that
"The Plan  Administrator of the Xanser  Corporation  Savings and Investment Plan
(the "Plan")  recently sought  proposals from several firms,  including KPMG LLP
("KPMG") and Grant Thornton LLP ("GT"),  with respect to the audit of the Plan's
statements  of net assets  available  for  benefits  of The  Xanser  Corporation
Savings and Investment Plan for the year ended December 31, 2004.  Effective May
31, 2005, the Audit Committee of Xanser Corporation (the "Company")  selected GT
to audit such statements".

We are also not in a position  to agree or  disagree  with any of the  Company's
statements made in the last two paragraphs under Item 4.01.

Very truly yours,

(Signed) KPMG LLP