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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): August 5, 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.

          Exhibit.

          99.1 Press Release dated August 5, 2004,  reporting  financial results
               for the three and six months ended June 30, 2004.


Item 12. Results of Operations and Financial Condition and Exhibit

     A press release  issued by Xanser  Corporation  on August 5, 2004 regarding
financial  results for the three and six months  ended June 30, 2004 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 August ____, 2004                     //s//  HOWARD C. WADSWORTH
                                        ----------------------------------------
                                        Howard C. Wadsworth
                                        Vice President, Treasurer and Secretary
[{"type": "8-K", "sequence": "1", "filename": "xnr8k2q04.txt", "description": "XANSER FORM 8-K EARNINGS PRESS RELEASE", "secsgml_size_bytes": 2560}]
{"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": "04955815"}, "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): August 5, 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.

          Exhibit.

          99.1 Press Release dated August 5, 2004,  reporting  financial results
               for the three and six months ended June 30, 2004.

Item 12. Results of Operations and Financial Condition and Exhibit

     A press release  issued by Xanser  Corporation  on August 5, 2004 regarding
financial  results for the three and six months  ended June 30, 2004 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 August ____, 2004                     //s//  HOWARD C. WADSWORTH
                                        ----------------------------------------
                                        Howard C. Wadsworth
                                        Vice President, Treasurer and Secretary