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



                                  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 9, 2003

                               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 7.   Financial Statements and Exhibits.

          Exhibit.

          99.1      Press Release dated May 9, 2003.


Item 9.   Regulation FD Disclosure

     A press  release  issued by  Xanser  Corporation  on May 9, 2003  regarding
financial  results for the three months ended March 31, 2003 is attached  hereto
as Exhibit 99.1,  and excluding the final  paragraph  thereof,  is  incorporated
herein by reference. This information, excluding the final paragraph thereof, is
being  furnished  pursuant  to Item 12 - Results  of  Operations  and  Financial
Condition,  of Form 8-K in  accordance  with Release No.  33-8216  issued by the
Securities and Exchange  Commission  ("SEC") and is being presented under Item 9
of Form 8-K in accordance  with interim  guidance issued by the SEC on March 27,
2003.  This  information is not deemed to be "filed" for the purposes of Section
18 of the Securities  Exchange Act of 1934 and is not  incorporated by reference
into any Securities Act registration statements.



                                   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 May 12, 2003                           //s//
                                      ------------------------------------------
                                      Howard C. Wadsworth
                                      Vice President, Treasurer and Secretary




<PAGE>
                                                                   Exhibit 99.1


FOR IMMEDIATE RELEASE For more information, contact:
                                                              Investor Relations
                                                                  (972) 699-4055
                                                      Email: investor@xanser.com

               XANSER CORPORATION ANNOUNCES FIRST QUARTER RESULTS


Highlights:

o        Revenues increased 14% to $32.2 million for the quarter
o        Net income of $143,000 represents significant progress toward goals


     DALLAS, TEXAS (May 9, 2003) - Xanser Corporation (NYSE: XNR) today reported
results for the quarter  ended March 31,  2003.  Revenues  for the quarter  were
$32.2  million,  compared with $28.2  million in the first quarter 2002.  Xanser
reported income before  cumulative  effect of change in accounting  principle of
$143,000,  which  compares  with a first  quarter 2002 loss of  $(914,000)  (see
Supplemental Information in the attached table).

     "I am very pleased to report Xanser's  progress in the first quarter," said
John R. Barnes, chairman, president and CEO of Xanser Corporation.  "Our results
are  significantly   improved  over  the  comparable  quarter  last  year.  More
importantly,  the first quarter results  demonstrate that we are on track in our
strategy  to build  Xanser  for the  future.  We made  substantial  and  planned
investments  throughout  the past year,  in order to position  this  company for
significant growth over the long term. In the first quarter, we began to see the
return on those  investments.  We look  forward  to  continued  progress  and to
delivering the benefits of our growth to our shareholders."

BUSINESS SEGMENT REVIEW

Information Technology Services - Xtria

     Revenues in the Company's information technology services business,  Xtria,
were $9.2  million for the  quarter  ended March 31,  2003,  compared  with $7.7
million in the first quarter 2002.  Xtria's  operating  loss was reduced by more
than half, to $(308,000) in the first quarter,  compared with  $(664,000) in the
same period last year.

     The Company's  focus in Xtria is to become a major player in the technology
services sector for the healthcare and insurance  markets.  Throughout 2002, the
Company undertook  intensive efforts to build  infrastructure,  capabilities and
enterprise  solution sets for these markets.  Xtria developed and is marketing a
unique  solution  set for  healthcare  that  targets  compliance,  training  and
security.  Xtria  is also  developing  a new  solution  set  for  the  insurance
industry.  The first product in this suite is complete and is now being actively
marketed.  These new solution  sets  complement  and expand  Xtria's  technology
services offerings for these markets.

     Xtria is a  provider  of  business  solutions  and  information  technology
services.  Xtria serves  organizations in the healthcare,  finance and insurance
industries, and agencies of the federal and state government.  Xtria's solutions
and  services  enable  clients  to  operate  at  greater  efficiencies  by  more
effectively managing risk, enhancing data security, ensuring information privacy
and related  accreditation  and  regulatory  compliance.  Solutions are built on
Xtria's deep experience in vertical business segments,  application  integration
and high-end infrastructure design.


Technical Services - Furmanite

     Revenues in  technical  services  were $23.0  million in the first  quarter
2003,  compared  with $20.5 million in the prior year period.  Operating  income
from the Company's technical services business,  Furmanite,  was $1.3 million in
the first quarter 2003, compared to $213,000 in the first quarter last year.

     The Company's focus in Furmanite's  core operations is to maximize  margins
while  growing  market  share.  At the same time,  Furmanite  is  exploring  new
services, based on new technologies, that can benefit its core customers and new
market  segments.  Furmanite's  business is the protection and management of its
customers'  critical  assets,  and the  Company's  technical  and  technological
capabilities  help to assure  that  customers'  critical  assets are on line and
performing for maximum profit.

     Furmanite  is one of  the  world's  largest  specialty  technical  services
companies.  For 65  years,  Furmanite  has  achieved  the  most  recognized  and
respected  brand in  technical  services  worldwide.  Today,  with  more than 40
offices on five continents,  Furmanite is a global provider of  technology-based
and  technical  solutions to  international  industries.  Furmanite's  customers
encompass every element in the energy and power supply chain - from offshore and
land-based drilling  operations,  to pipelines,  refineries and power generation
facilities.  Its customers also include steel mills,  automotive  manufacturers,
pulp and  paper  mills,  food and  beverage  processing  plants,  semi-conductor
manufacturers  and  pharmaceutical  manufacturers.  Across this diverse,  global
customer base,  Furmanite  delivers a broad  portfolio of engineering  solutions
that   keep   facilities   operating,   minimizing   downtime   and   maximizing
profitability.  Furmanite,  known as The  Solutions  Group,  holds more than 200
international  patents and trademarks for its customized  products and services,
and is a recognized market leader in technical services.


ABOUT XANSER CORPORATION

     Xanser  Corporation  (NYSE:  XNR) provides  technology-based  and technical
services worldwide. Xanser's operations deliver business knowledge and solutions
to customers.  Headquartered in Dallas,  Texas, Xanser Corporation's  operations
consist of an  information  technology  services  company  and an  international
technical  services  firm.  Xtria  is  a  provider  of  business  solutions  and
information  technology services.  Xtria serves organizations in the healthcare,
finance  and  insurance  industries,  and  agencies  of the  federal  and  state
government.  Xtria's solutions and services enable clients to operate at greater
efficiencies  by  more  effectively  managing  risk,  enhancing  data  security,
ensuring   information   privacy  and  related   accreditation   and  regulatory
compliance.  Solutions are built on Xtria's deep experience in vertical business
segments, application integration and high-end infrastructure design. Furmanite,
one of the world's largest specialty  technical services  companies,  delivers a
broad  portfolio  of  engineering  solutions  that  keep  facilities  operating,
minimizing downtime and maximizing  profitability.  Furmanite's diverse,  global
customer base includes offshore and land-based drilling  operations,  pipelines,
refineries   and  power   generation   facilities,   steel   mills,   automotive
manufacturers,  pulp and  paper  mills,  food and  beverage  processing  plants,
semi-conductor   manufacturers  and  pharmaceutical   manufacturers.   Furmanite
operates more than 40 offices on five continents.  For more  information,  visit
www.xanser.com.

     Certain of the  Company's  statements  in this press release are not purely
historical,  and as such are "forward-looking  statements" within the meaning of
the Private  Securities  Litigation Reform Act of 1995. These include statements
regarding management's intentions,  plans, beliefs,  expectations or projections
of the  future.  Forward-looking  statements  involve  risks and  uncertainties,
including  without  limitation,  the various  risks  inherent  in the  Company's
business,  and other risks and  uncertainties  detailed from time to time in the
Company's  periodic  reports filed with the Securities and Exchange  Commission.
One or more of these factors have affected,  and could in the future affect, the
Company's  business and  financial  results in future  periods,  and could cause
actual results to differ materially from plans and projections.  There can be no
assurance that the  forward-looking  statements made in this document will prove
to be accurate,  and issuance of such  forward-looking  statements should not be
regarded as a  representation  by the  Company,  or any other  person,  that the
objectives  and  plans of the  Company  will be  achieved.  All  forward-looking
statements  made in this  press  release  are  based  on  information  presently
available to  management,  and the Company  assumes no  obligation to update any
forward-looking statements.



<PAGE>

                               XANSER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per unit amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                         Three Months
                                                                                        Ended March 31,
                                                                           -----------------------------------
                                                                                  2003                2002
                                                                           ----------------      -------------
<S>                                                                        <C>                   <C>
  Revenues:
     Services                                                              $         28,861      $      26,873
     Products                                                                         3,363              1,295
                                                                           ----------------      -------------
            Total revenues                                                           32,224             28,168
                                                                           ----------------      -------------

  Costs and expenses:
     Operating costs                                                                 27,390             26,504
     Cost of products sold                                                            2,707              1,231
     Depreciation and amortization                                                    1,094                884
     General and administrative                                                         807                945
                                                                           ----------------      -------------
             Total costs and expenses                                                31,998             29,564
                                                                           ----------------      -------------

  Operating income (loss)                                                               226             (1,396)

  Interest and other income, net                                                         90                137

  Interest expense                                                                     (359)              (510)
                                                                           ----------------      -------------

  Income (loss) before income taxes and cumulative effect of
     change in accounting principle                                                     (43)            (1,769)

  Income tax benefit                                                                    186                855
                                                                           ----------------      -------------

  Income (loss) before cumulative effect of change in
     accounting principle                                                               143               (914)

  Cumulative effect of change in accounting principle - adoption of
     new accounting standard for goodwill, net of income taxes                       -                 (45,269)
                                                                           ----------------      -------------

  Net income (loss)                                                        $            143      $     (46,183)
                                                                           ================      =============

  Earnings (loss) per common share - Basic and diluted:
     Before cumulative effect of change in accounting principle            $        -            $       (0.03)
     Cumulative effect of change in accounting principle                            -                    (1.36)
                                                                           ----------------      -------------
                                                                           $        -            $       (1.39)
                                                                           ================      =============


</TABLE>

<PAGE>
  XANSER CORPORATION
  SUPPLEMENTAL INFORMATION
  (Unaudited)
<TABLE>
<CAPTION>

                                                                                         Three Months
                                                                                        Ended March 31,
                                                                           -----------------------------------
                                                                                  2003                2002
                                                                           ----------------      -------------
<S>                                                                        <C>                   <C>
  Revenues:
     Technical services                                                    $         23,008      $      20,469
     Information technology services                                                  9,216              7,699
                                                                           ----------------      -------------
                                                                           $         32,224      $      28,168
                                                                           ================      =============

  Operating income (loss):
     Technical services                                                    $          1,341      $         213
     Information technology services                                                   (308)              (664)
     General and administrative expenses                                               (807)              (945)
                                                                           ----------------      -------------
                                                                           $            226      $      (1,396)
                                                                           ================      =============


</TABLE>
[{"type": "8-K", "sequence": "1", "filename": "xnr8k1q.txt", "description": "XANSER 1ST QTR EARNINGS RELEASE", "secsgml_size_bytes": 17819}]
{"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": "03692641"}, "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 9, 2003

                               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 7.   Financial Statements and Exhibits.

          Exhibit.

          99.1      Press Release dated May 9, 2003.

Item 9.   Regulation FD Disclosure

     A press  release  issued by  Xanser  Corporation  on May 9, 2003  regarding
financial  results for the three months ended March 31, 2003 is attached  hereto
as Exhibit 99.1,  and excluding the final  paragraph  thereof,  is  incorporated
herein by reference. This information, excluding the final paragraph thereof, is
being  furnished  pursuant  to Item 12 - Results  of  Operations  and  Financial
Condition,  of Form 8-K in  accordance  with Release No.  33-8216  issued by the
Securities and Exchange  Commission  ("SEC") and is being presented under Item 9
of Form 8-K in accordance  with interim  guidance issued by the SEC on March 27,
2003.  This  information is not deemed to be "filed" for the purposes of Section
18 of the Securities  Exchange Act of 1934 and is not  incorporated by reference
into any Securities Act registration statements.

                                   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 May 12, 2003                           //s//
                                      ------------------------------------------
                                      Howard C. Wadsworth
                                      Vice President, Treasurer and Secretary
Exhibit 99.1

FOR IMMEDIATE RELEASE For more information, contact:
                                                              Investor Relations
                                                                  (972) 699-4055
                                                      Email: investor@xanser.com

               XANSER CORPORATION ANNOUNCES FIRST QUARTER RESULTS

Highlights:

o        Revenues increased 14% to $32.2 million for the quarter
o        Net income of $143,000 represents significant progress toward goals

     DALLAS, TEXAS (May 9, 2003) - Xanser Corporation (NYSE: XNR) today reported
results for the quarter  ended March 31,  2003.  Revenues  for the quarter  were
$32.2  million,  compared with $28.2  million in the first quarter 2002.  Xanser
reported income before  cumulative  effect of change in accounting  principle of
$143,000,  which  compares  with a first  quarter 2002 loss of  $(914,000)  (see
Supplemental Information in the attached table).

     "I am very pleased to report Xanser's  progress in the first quarter," said
John R. Barnes, chairman, president and CEO of Xanser Corporation.  "Our results
are  significantly   improved  over  the  comparable  quarter  last  year.  More
importantly,  the first quarter results  demonstrate that we are on track in our
strategy  to build  Xanser  for the  future.  We made  substantial  and  planned
investments  throughout  the past year,  in order to position  this  company for
significant growth over the long term. In the first quarter, we began to see the
return on those  investments.  We look  forward  to  continued  progress  and to
delivering the benefits of our growth to our shareholders."

BUSINESS SEGMENT REVIEW

Information Technology Services - Xtria

     Revenues in the Company's information technology services business,  Xtria,
were $9.2  million for the  quarter  ended March 31,  2003,  compared  with $7.7
million in the first quarter 2002.  Xtria's  operating  loss was reduced by more
than half, to $(308,000) in the first quarter,  compared with  $(664,000) in the
same period last year.

     The Company's  focus in Xtria is to become a major player in the technology
services sector for the healthcare and insurance  markets.  Throughout 2002, the
Company undertook  intensive efforts to build  infrastructure,  capabilities and
enterprise  solution sets for these markets.  Xtria developed and is marketing a
unique  solution  set for  healthcare  that  targets  compliance,  training  and
security.  Xtria  is also  developing  a new  solution  set  for  the  insurance
industry.  The first product in this suite is complete and is now being actively
marketed.  These new solution  sets  complement  and expand  Xtria's  technology
services offerings for these markets.

     Xtria is a  provider  of  business  solutions  and  information  technology
services.  Xtria serves  organizations in the healthcare,  finance and insurance
industries, and agencies of the federal and state government.  Xtria's solutions
and  services  enable  clients  to  operate  at  greater  efficiencies  by  more
effectively managing risk, enhancing data security, ensuring information privacy
and related  accreditation  and  regulatory  compliance.  Solutions are built on
Xtria's deep experience in vertical business segments,  application  integration
and high-end infrastructure design.

Technical Services - Furmanite

     Revenues in  technical  services  were $23.0  million in the first  quarter
2003,  compared  with $20.5 million in the prior year period.  Operating  income
from the Company's technical services business,  Furmanite,  was $1.3 million in
the first quarter 2003, compared to $213,000 in the first quarter last year.

     The Company's focus in Furmanite's  core operations is to maximize  margins
while  growing  market  share.  At the same time,  Furmanite  is  exploring  new
services, based on new technologies, that can benefit its core customers and new
market  segments.  Furmanite's  business is the protection and management of its
customers'  critical  assets,  and the  Company's  technical  and  technological
capabilities  help to assure  that  customers'  critical  assets are on line and
performing for maximum profit.

     Furmanite  is one of  the  world's  largest  specialty  technical  services
companies.  For 65  years,  Furmanite  has  achieved  the  most  recognized  and
respected  brand in  technical  services  worldwide.  Today,  with  more than 40
offices on five continents,  Furmanite is a global provider of  technology-based
and  technical  solutions to  international  industries.  Furmanite's  customers
encompass every element in the energy and power supply chain - from offshore and
land-based drilling  operations,  to pipelines,  refineries and power generation
facilities.  Its customers also include steel mills,  automotive  manufacturers,
pulp and  paper  mills,  food and  beverage  processing  plants,  semi-conductor
manufacturers  and  pharmaceutical  manufacturers.  Across this diverse,  global
customer base,  Furmanite  delivers a broad  portfolio of engineering  solutions
that   keep   facilities   operating,   minimizing   downtime   and   maximizing
profitability.  Furmanite,  known as The  Solutions  Group,  holds more than 200
international  patents and trademarks for its customized  products and services,
and is a recognized market leader in technical services.

ABOUT XANSER CORPORATION

     Xanser  Corporation  (NYSE:  XNR) provides  technology-based  and technical
services worldwide. Xanser's operations deliver business knowledge and solutions
to customers.  Headquartered in Dallas,  Texas, Xanser Corporation's  operations
consist of an  information  technology  services  company  and an  international
technical  services  firm.  Xtria  is  a  provider  of  business  solutions  and
information  technology services.  Xtria serves organizations in the healthcare,
finance  and  insurance  industries,  and  agencies  of the  federal  and  state
government.  Xtria's solutions and services enable clients to operate at greater
efficiencies  by  more  effectively  managing  risk,  enhancing  data  security,
ensuring   information   privacy  and  related   accreditation   and  regulatory
compliance.  Solutions are built on Xtria's deep experience in vertical business
segments, application integration and high-end infrastructure design. Furmanite,
one of the world's largest specialty  technical services  companies,  delivers a
broad  portfolio  of  engineering  solutions  that  keep  facilities  operating,
minimizing downtime and maximizing  profitability.  Furmanite's diverse,  global
customer base includes offshore and land-based drilling  operations,  pipelines,
refineries   and  power   generation   facilities,   steel   mills,   automotive
manufacturers,  pulp and  paper  mills,  food and  beverage  processing  plants,
semi-conductor   manufacturers  and  pharmaceutical   manufacturers.   Furmanite
operates more than 40 offices on five continents.  For more  information,  visit
www.xanser.com.

     Certain of the  Company's  statements  in this press release are not purely
historical,  and as such are "forward-looking  statements" within the meaning of
the Private  Securities  Litigation Reform Act of 1995. These include statements
regarding management's intentions,  plans, beliefs,  expectations or projections
of the  future.  Forward-looking  statements  involve  risks and  uncertainties,
including  without  limitation,  the various  risks  inherent  in the  Company's
business,  and other risks and  uncertainties  detailed from time to time in the
Company's  periodic  reports filed with the Securities and Exchange  Commission.
One or more of these factors have affected,  and could in the future affect, the
Company's  business and  financial  results in future  periods,  and could cause
actual results to differ materially from plans and projections.  There can be no
assurance that the  forward-looking  statements made in this document will prove
to be accurate,  and issuance of such  forward-looking  statements should not be
regarded as a  representation  by the  Company,  or any other  person,  that the
objectives  and  plans of the  Company  will be  achieved.  All  forward-looking
statements  made in this  press  release  are  based  on  information  presently
available to  management,  and the Company  assumes no  obligation to update any
forward-looking statements.
XANSER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per unit amounts)
                                   (Unaudited)
Three Months
                                                                                        Ended March 31,
                                                                           -----------------------------------
                                                                                  2003                2002
                                                                           ----------------      -------------
Revenues:
     Services                                                              $         28,861      $      26,873
     Products                                                                         3,363              1,295
                                                                           ----------------      -------------
            Total revenues                                                           32,224             28,168
                                                                           ----------------      -------------

  Costs and expenses:
     Operating costs                                                                 27,390             26,504
     Cost of products sold                                                            2,707              1,231
     Depreciation and amortization                                                    1,094                884
     General and administrative                                                         807                945
                                                                           ----------------      -------------
             Total costs and expenses                                                31,998             29,564
                                                                           ----------------      -------------

  Operating income (loss)                                                               226             (1,396)

  Interest and other income, net                                                         90                137

  Interest expense                                                                     (359)              (510)
                                                                           ----------------      -------------

  Income (loss) before income taxes and cumulative effect of
     change in accounting principle                                                     (43)            (1,769)

  Income tax benefit                                                                    186                855
                                                                           ----------------      -------------

  Income (loss) before cumulative effect of change in
     accounting principle                                                               143               (914)

  Cumulative effect of change in accounting principle - adoption of
     new accounting standard for goodwill, net of income taxes                       -                 (45,269)
                                                                           ----------------      -------------

  Net income (loss)                                                        $            143      $     (46,183)
                                                                           ================      =============

  Earnings (loss) per common share - Basic and diluted:
     Before cumulative effect of change in accounting principle            $        -            $       (0.03)
     Cumulative effect of change in accounting principle                            -                    (1.36)
                                                                           ----------------      -------------
                                                                           $        -            $       (1.39)
                                                                           ================      =============
XANSER CORPORATION
  SUPPLEMENTAL INFORMATION
  (Unaudited)
Three Months
                                                                                        Ended March 31,
                                                                           -----------------------------------
                                                                                  2003                2002
                                                                           ----------------      -------------
Revenues:
     Technical services                                                    $         23,008      $      20,469
     Information technology services                                                  9,216              7,699
                                                                           ----------------      -------------
                                                                           $         32,224      $      28,168
                                                                           ================      =============

  Operating income (loss):
     Technical services                                                    $          1,341      $         213
     Information technology services                                                   (308)              (664)
     General and administrative expenses                                               (807)              (945)
                                                                           ----------------      -------------
                                                                           $            226      $      (1,396)
                                                                           ================      =============