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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): February 26, 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

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<PAGE>
Item 7. Financial Statements and Exhibits.

          99.1 Press  Release  dated  February  26,  2004,  reporting  financial
          results for the three months and year ended December 31, 2003.


Item 12. Results of Operations and Financial Condition and Exhibit

          A press  release  issued by Xanser  Corporation  on February  26, 2004
          regarding  financial  results  for the  three  months  and year  ended
          December 31, 2003 is attached  hereto as Exhibit  99.1,  and excluding
          the final paragraph thereof, is incorporated herein by reference. 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 February 26, 2004
                                        ----------------------------------------
                                        Howard C. Wadsworth
                                        Vice President, Treasurer and Secretary
[{"type": "8-K", "sequence": "1", "filename": "xnr8k4q03.txt", "description": "XANSER FORM 8-K EARNINGS RELEASE", "secsgml_size_bytes": 2575}]
{"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": "04629576"}, "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"}]}
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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): February 26, 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 7. Financial Statements and Exhibits.

          99.1 Press  Release  dated  February  26,  2004,  reporting  financial
          results for the three months and year ended December 31, 2003.

Item 12. Results of Operations and Financial Condition and Exhibit

          A press  release  issued by Xanser  Corporation  on February  26, 2004
          regarding  financial  results  for the  three  months  and year  ended
          December 31, 2003 is attached  hereto as Exhibit  99.1,  and excluding
          the final paragraph thereof, is incorporated herein by reference. 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 February 26, 2004
                                        ----------------------------------------
                                        Howard C. Wadsworth
                                        Vice President, Treasurer and Secretary