<PAGE>
 
   As filed with the Securities and Exchange Commission on June 8, 1994
 
                                                  Registration No.______________

================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  Form S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            KANEB SERVICES, INC.
           (Exact name of Registrant as specified in its charter)

   Delaware                       4619                          75-1191271
(State or other          (Primary standard industrial         (I.R.S employer
of jurisdiction          classification code number)       identification no.)
incorporation or              
organization)                        


                    2400 Lakeside Boulevard, Sixth Floor
                            Richardson, TX 75082
                               (214) 699-4000

 (Address, including zip code, and telephone number, including area code, of
                  Registrant's principal executive offices)

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

               Kaneb Services, Inc. 1994 Stock Incentive Plan
                          (Full title of the plan)

                             Stephen M. Hoffner
                    2400 Lakeside Boulevard, Sixth Floor
                            Richardson, TX 75082
                               (214) 699-4000

 (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                                 Copies to:
                         Fulbright & Jaworski L.L.P.
                          1301 McKinney, Suite 5100
                              Houston, TX 77010
                               (713) 651-5151
                          Attention: John A. Watson

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

                        CALCULATION OF REGISTRATION FEE

================================================================================
Title of shares to      Amount            Proposed      Proposed     Amount of
  be registered         to be             maximum       maximum     registration
                       registered         offering      aggregate       fee 
                                           price        offering
                                          per share      price
- --------------------------------------------------------------------------------
Common Stock,  
without par value    1,600,000 shares/1/   $3.06/2/   $4,896,000/2/    $1,689
                        
================================================================================

(1) Estimated number of shares that may be purchased hereunder, based, in part,
    upon the price of Common Stock set forth herein.

(2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
    solely for the purpose of determining the registration fee, on the basis of
    the average high and low prices of the Common Stock in the consolidated
    reporting system on June 2, 1994, which was $3.06.

================================================================================
<PAGE>
 
                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           Kaneb Services, Inc. (the "Company") incorporates by reference in
this Registration Statement the following documents:

           (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1993 and the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1994.

           (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     since the fiscal year ended December 31, 1993.

           (c)  The description of the Company's common stock, no par value (the
     "Common Stock"), which is contained in a registration statement filed
     under the Exchange Act, including any amendment or report filed for the
     purpose of updating such description.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           The consolidated financial statements and schedules of the Company
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, have been
audited by Price Waterhouse, independent auditors, as indicated in their
reports with respect thereto and are incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director or
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

                                    II-1
<PAGE>
 
The Company's bylaws provide for the indemnification of directors, officers,
employees or agents of the Company to fullest extent permitted under Delaware
law.

           Article Twelfth of the Company's Certificate of Incorporation
provides, in part, that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for illegal dividends and stock repurchases or
(iv) for any transaction for which the director derived an improper personal
benefit.

           In 1986, the Company entered into individual Indemnification
Assurance Agreements (the "Agreements") with each person who was then a
director or executive officer of the Company.  Pursuant to the Agreements, the
Company has agreed to indemnify such persons to the full extent provided by
applicable law in the bylaws of the Company.[  To assure such indemnitees that
funds will be available to make any indemnification payments required by such
Agreements, the Company has established an irrevocable letter of credit in the
amount of $900,000 to provide, through a trust, for the payment to each
indemnitee of any amounts to which he may become entitled as indemnification
pursuant to the bylaws or in the event, for any reason, the Company shall not
otherwise pay to him any such indemnification.]

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

      4.1  Certificate of Designation related to registrant's Adjustable Rate
           Cumulative Class A Preferred Stock (filed as Exhibit 4 of the
           exhibits to the registrant's quarterly report of Form 10-Q for the
           quarter ended September 30, 1983, which exhibit is hereby
           incorporated by reference).

      4.2  Certificate of Designation, Preferences and Rights of Series B Junior
           Participating Preferred Stock (filed as Exhibit 1 of the exhibits to
           the registrant's report on Form 8-K and registration statement on
           Form 8-A, both filed with the Securities and Exchange Commission on
           April 5, 1988, which exhibit is hereby incorporated by reference).

      4.3  Certificate of Designations to the Restated Certificate of
           Incorporation of the registrant dated February 11, 1991 (filed as
           Exhibit 4.3 to the registrant's report on Form 10-K for the year
           ended December 31, 1990, which exhibit is hereby incorporated by
           reference).

      4.4  Certificate of Designation to the Restated Certificate of
           Incorporation of registrant dated April 23, 1991 (filed as Exhibit
           4.4 of the exhibits to registrant's report on Form 10-K for the year
           ended December 31, 1991, which exhibit is hereby incorporated
           herein).

      4.5  Certificate of Designation dated November 2, 1992 relating to the
           issuance of Series E Preferred Stock (filed as Exhibit 10.2 of the
           exhibits to registrant's report on Form 8-K dated January 23, 1993,
           which exhibit is hereby incorporated by reference).

      4.6  Indenture, dated as of January 1, 1978, between Moran Energy Inc. and
           First City National Bank of Houston, under which Moran Energy Inc
           issued the 11 1/2% Subordinated Debentures due 1998 (filed as Exhibit
           2(g) to Moran Energy Inc.'s Registration Statement on Form S-7 (SEC
           File No. 2-61216), which exhibit is hereby incorporated by
           reference).

                                    II-2
<PAGE>
 
      4.7  First Supplemental Indenture, dated as of March 20, 1984, between the
           registrant and First City National Bank of Houston, under which the
           registrant assumed obligations under the Indenture listed as Exhibit
           4.3 above (filed as Exhibit 4.4 to the registrant's report on Form
           10-K for the year ended December 31, 1983, which is hereby
           incorporated by reference).

      4.8  Indenture, dated as of November 1, 1980, between Moran Energy
           International N.V., Moran Energy Inc. and First City National Bank of
           Houston, under which Moran Energy International N.V. issued the 8%
           Convertible Subordinated Debentures due 1995 of Moran Energy
           International N.V. guaranteed on a subordinated basis by Moran Energy
           Inc. (filed as Exhibit 4(b) to Moran Energy Inc.'s Form 10-K for the
           year ended December 1, 1980, which Exhibit 4(b) is hereby
           incorporated by reference).

      4.9  First Supplemental Indenture, dated as of March 20, 1984, by and
           among Moran Energy International N.V., the registrant and First City
           National Bank of Houston, under which the registrant assumed Moran
           Energy Inc.'s obligations under the Indenture listed as Exhibit 4.5
           above (filed as Exhibit 4.6 to the registrant's Form 10-K for the
           year ended December 31, 1983, which is hereby incorporated by
           reference).

      4.10 Indenture, dated as of January 15, 1984, between Moran Energy Inc.
           and First City National Bank of Houston, under which Moran Energy
           Inc. issued the 8 3/4% Convertible Subordinated Debentures due 2008
           (filed as Exhibit 4.1 to Moran Energy Inc.'s registration statement
           on Form S-3 (SEC File No. 2-81227), which Exhibit 4.1 is hereby
           incorporated by reference).

      4.11 First Supplemental Indenture, dated as of March 20, 1984, between the
           registrant and First City National Bank of Houston, under which the
           registrant assumed obligations under the Indenture listed as Exhibit
           4.7 above (filed as Exhibit 4.8 to the registrant's Form 10-K for the
           year ended December 31, 1983, which is hereby incorporated by
           reference.

      4.12 The Kaneb Services, Inc. 1994 Stock Incentive Plan effective as of
           May 20, 1994.

      5.   Opinion of Fulbright & Jaworski L.L.P., as to legality of securities
           registered hereby.

      24.  Consent of independent auditors: Price Waterhouse.

      25.  Power of attorney (contained on page II-5 hereof).

Item 9.    Undertakings.

           The undersigned registrant hereby undertakes:

           (1)  To file during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933, as amended (the "Securities Act");

                (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of this Registration Statement (or the most
           recent post-effective amendment hereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in this Registration Statement; and

                                    II-3
<PAGE>
 
                (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;

           Provided however, that paragraphs (i) and (ii) do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the Company pursuant
      to Section 13 or 15(d) of the Exchange Act that are incorporated by
      reference in this Registration Statement.

           (2)  That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered herein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

           (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

           The undersigned registrant hereby undertakes that, for the purposes
  of determining any liability under the Securities Act, each filing of the
  Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference into this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.

           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  Company of expenses incurred or paid by a director, officer or controlling
  person of the Company in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Company will, unless in
  the opinion of its counsel, the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question of
  whether such indemnification by it is against public policy as expressed in
  the Securities Act and will be governed by the final adjudication of such
  issue.

                                    II-4
<PAGE>
 
                              POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Stephen M. Hoffner to act as his true
  and lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all post-effective amendments to this Registration
  Statement, and to file the same with all exhibits thereto and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and
  perform each and every act and thing requisite and necessary to be done, as
  fully and to all intents and purposes as he might or could do in person,
  hereby ratifying and confirming all that said attorney-in-fact or agent, or
  his substitute or substitutes or all of them may lawfully do or cause to be
  done by virtue hereof.

                                 SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Richardson, State of Texas, on the
  7th day of June, 1994.

                            KANEB SERVICES, INC.



                            By:                 Stephen M. Hoffner
                               ------------------------------------------
                                                Stephen M. Hoffner


           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
        Name                         Title                     Date     
- --------------------  -----------------------------------  ------------ 
 
<S>                   <C>                                  <C>
                      
    John R. Barnes                                         June 7, 1994 
- --------------------  Chairman of the Board, President                     
  (John R. Barnes)    and Chief Executive Officer       
                      
                      
   Tony M. Regan                                                        
- --------------------  Controller (Principal Financial      June 7, 1994        
  (Tony M. Regan)     and Accounting Officer)                           
 
                                                                        
 
   Sangwoo Ahn
- --------------------  Director                             June 7, 1994 
  (Sangwoo Ahn)
                                                                        
 
    C.E. Bentley
- --------------------  Director                             June 7, 1994 
   (C.E. Bentley)
</TABLE> 
                                                                        
                                    II-5




<PAGE>
 
<TABLE> 
<CAPTION> 

        Name                         Title                     Date    
        ----                         -----                     ----     
<S>                   <C>                                  <C>  

  Preston A. Peak
- --------------------  Director                             June 7, 1994 
 (Preston A. Peak)
                                                                        
 
   Ralph A. Rehm
- --------------------  Director                             June 7, 1994 
  (Ralph A. Rehm)
                                                                        
 
  James R. Whatley
- --------------------  Director                             June 7, 1994 
 (James R. Whatley)
</TABLE>

                                    II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20753}]
{"company-data": {"conformed-name": "KANEB SERVICES INC", "cik": "0000054441", "assigned-sic": "8711", "irs-number": "751191271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54027", "film-number": "94533365"}, "business-address": {"street1": "2400 LAKESIDE BLVD", "city": "RICHARDSON", "state": "TX", "zip": "75082", "phone": "2146994000"}, "mail-address": {"street1": "P.O. BOX 650283", "city": "DALLAS", "state": "TX", "zip": "75265-0283"}, "former-company": {"former-conformed-name": "KANEB PIPE LINE CO", "date-changed": "19710610"}}
As filed with the Securities and Exchange Commission on June 8, 1994
 
                                                  Registration No.______________

================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                  Form S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            KANEB SERVICES, INC.
           (Exact name of Registrant as specified in its charter)

   Delaware                       4619                          75-1191271
(State or other          (Primary standard industrial         (I.R.S employer
of jurisdiction          classification code number)       identification no.)
incorporation or              
organization)                        

                    2400 Lakeside Boulevard, Sixth Floor
                            Richardson, TX 75082
                               (214) 699-4000

 (Address, including zip code, and telephone number, including area code, of
                  Registrant's principal executive offices)

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

               Kaneb Services, Inc. 1994 Stock Incentive Plan
                          (Full title of the plan)

                             Stephen M. Hoffner
                    2400 Lakeside Boulevard, Sixth Floor
                            Richardson, TX 75082
                               (214) 699-4000

 (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                                 Copies to:
                         Fulbright & Jaworski L.L.P.
                          1301 McKinney, Suite 5100
                              Houston, TX 77010
                               (713) 651-5151
                          Attention: John A. Watson

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

                        CALCULATION OF REGISTRATION FEE

================================================================================
Title of shares to      Amount            Proposed      Proposed     Amount of
  be registered         to be             maximum       maximum     registration
                       registered         offering      aggregate       fee 
                                           price        offering
                                          per share      price
- --------------------------------------------------------------------------------
Common Stock,  
without par value    1,600,000 shares/1/   $3.06/2/   $4,896,000/2/    $1,689
                        
================================================================================

(1) Estimated number of shares that may be purchased hereunder, based, in part,
    upon the price of Common Stock set forth herein.

(2) Pursuant to Rule 457(h), the proposed maximum offering price is estimated,
    solely for the purpose of determining the registration fee, on the basis of
    the average high and low prices of the Common Stock in the consolidated
    reporting system on June 2, 1994, which was $3.06.

================================================================================
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           Kaneb Services, Inc. (the "Company") incorporates by reference in
this Registration Statement the following documents:

           (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1993 and the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1994.

           (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     since the fiscal year ended December 31, 1993.

           (c)  The description of the Company's common stock, no par value (the
     "Common Stock"), which is contained in a registration statement filed
     under the Exchange Act, including any amendment or report filed for the
     purpose of updating such description.

           All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           The consolidated financial statements and schedules of the Company
incorporated by reference in this Registration Statement from the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, have been
audited by Price Waterhouse, independent auditors, as indicated in their
reports with respect thereto and are incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.

           Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director or
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

                                    II-1
The Company's bylaws provide for the indemnification of directors, officers,
employees or agents of the Company to fullest extent permitted under Delaware
law.

           Article Twelfth of the Company's Certificate of Incorporation
provides, in part, that a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for illegal dividends and stock repurchases or
(iv) for any transaction for which the director derived an improper personal
benefit.

           In 1986, the Company entered into individual Indemnification
Assurance Agreements (the "Agreements") with each person who was then a
director or executive officer of the Company.  Pursuant to the Agreements, the
Company has agreed to indemnify such persons to the full extent provided by
applicable law in the bylaws of the Company.[  To assure such indemnitees that
funds will be available to make any indemnification payments required by such
Agreements, the Company has established an irrevocable letter of credit in the
amount of $900,000 to provide, through a trust, for the payment to each
indemnitee of any amounts to which he may become entitled as indemnification
pursuant to the bylaws or in the event, for any reason, the Company shall not
otherwise pay to him any such indemnification.]

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

      4.1  Certificate of Designation related to registrant's Adjustable Rate
           Cumulative Class A Preferred Stock (filed as Exhibit 4 of the
           exhibits to the registrant's quarterly report of Form 10-Q for the
           quarter ended September 30, 1983, which exhibit is hereby
           incorporated by reference).

      4.2  Certificate of Designation, Preferences and Rights of Series B Junior
           Participating Preferred Stock (filed as Exhibit 1 of the exhibits to
           the registrant's report on Form 8-K and registration statement on
           Form 8-A, both filed with the Securities and Exchange Commission on
           April 5, 1988, which exhibit is hereby incorporated by reference).

      4.3  Certificate of Designations to the Restated Certificate of
           Incorporation of the registrant dated February 11, 1991 (filed as
           Exhibit 4.3 to the registrant's report on Form 10-K for the year
           ended December 31, 1990, which exhibit is hereby incorporated by
           reference).

      4.4  Certificate of Designation to the Restated Certificate of
           Incorporation of registrant dated April 23, 1991 (filed as Exhibit
           4.4 of the exhibits to registrant's report on Form 10-K for the year
           ended December 31, 1991, which exhibit is hereby incorporated
           herein).

      4.5  Certificate of Designation dated November 2, 1992 relating to the
           issuance of Series E Preferred Stock (filed as Exhibit 10.2 of the
           exhibits to registrant's report on Form 8-K dated January 23, 1993,
           which exhibit is hereby incorporated by reference).

      4.6  Indenture, dated as of January 1, 1978, between Moran Energy Inc. and
           First City National Bank of Houston, under which Moran Energy Inc
           issued the 11 1/2% Subordinated Debentures due 1998 (filed as Exhibit
           2(g) to Moran Energy Inc.'s Registration Statement on Form S-7 (SEC
           File No. 2-61216), which exhibit is hereby incorporated by
           reference).

                                    II-2
4.7  First Supplemental Indenture, dated as of March 20, 1984, between the
           registrant and First City National Bank of Houston, under which the
           registrant assumed obligations under the Indenture listed as Exhibit
           4.3 above (filed as Exhibit 4.4 to the registrant's report on Form
           10-K for the year ended December 31, 1983, which is hereby
           incorporated by reference).

      4.8  Indenture, dated as of November 1, 1980, between Moran Energy
           International N.V., Moran Energy Inc. and First City National Bank of
           Houston, under which Moran Energy International N.V. issued the 8%
           Convertible Subordinated Debentures due 1995 of Moran Energy
           International N.V. guaranteed on a subordinated basis by Moran Energy
           Inc. (filed as Exhibit 4(b) to Moran Energy Inc.'s Form 10-K for the
           year ended December 1, 1980, which Exhibit 4(b) is hereby
           incorporated by reference).

      4.9  First Supplemental Indenture, dated as of March 20, 1984, by and
           among Moran Energy International N.V., the registrant and First City
           National Bank of Houston, under which the registrant assumed Moran
           Energy Inc.'s obligations under the Indenture listed as Exhibit 4.5
           above (filed as Exhibit 4.6 to the registrant's Form 10-K for the
           year ended December 31, 1983, which is hereby incorporated by
           reference).

      4.10 Indenture, dated as of January 15, 1984, between Moran Energy Inc.
           and First City National Bank of Houston, under which Moran Energy
           Inc. issued the 8 3/4% Convertible Subordinated Debentures due 2008
           (filed as Exhibit 4.1 to Moran Energy Inc.'s registration statement
           on Form S-3 (SEC File No. 2-81227), which Exhibit 4.1 is hereby
           incorporated by reference).

      4.11 First Supplemental Indenture, dated as of March 20, 1984, between the
           registrant and First City National Bank of Houston, under which the
           registrant assumed obligations under the Indenture listed as Exhibit
           4.7 above (filed as Exhibit 4.8 to the registrant's Form 10-K for the
           year ended December 31, 1983, which is hereby incorporated by
           reference.

      4.12 The Kaneb Services, Inc. 1994 Stock Incentive Plan effective as of
           May 20, 1994.

      5.   Opinion of Fulbright & Jaworski L.L.P., as to legality of securities
           registered hereby.

      24.  Consent of independent auditors: Price Waterhouse.

      25.  Power of attorney (contained on page II-5 hereof).

Item 9.    Undertakings.

           The undersigned registrant hereby undertakes:

           (1)  To file during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933, as amended (the "Securities Act");

                (ii)  To reflect in the prospectus any facts or events arising
           after the effective date of this Registration Statement (or the most
           recent post-effective amendment hereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in this Registration Statement; and

                                    II-3
(iii) To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;

           Provided however, that paragraphs (i) and (ii) do not apply if the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed by the Company pursuant
      to Section 13 or 15(d) of the Exchange Act that are incorporated by
      reference in this Registration Statement.

           (2)  That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered herein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

           (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

           The undersigned registrant hereby undertakes that, for the purposes
  of determining any liability under the Securities Act, each filing of the
  Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference into this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered herein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.

           Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers, and controlling
  persons of the Company pursuant to the foregoing provisions, or otherwise, the
  Company has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  Company of expenses incurred or paid by a director, officer or controlling
  person of the Company in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Company will, unless in
  the opinion of its counsel, the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question of
  whether such indemnification by it is against public policy as expressed in
  the Securities Act and will be governed by the final adjudication of such
  issue.

                                    II-4
POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Stephen M. Hoffner to act as his true
  and lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all post-effective amendments to this Registration
  Statement, and to file the same with all exhibits thereto and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and
  perform each and every act and thing requisite and necessary to be done, as
  fully and to all intents and purposes as he might or could do in person,
  hereby ratifying and confirming all that said attorney-in-fact or agent, or
  his substitute or substitutes or all of them may lawfully do or cause to be
  done by virtue hereof.

                                 SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Richardson, State of Texas, on the
  7th day of June, 1994.

                            KANEB SERVICES, INC.

                            By:                 Stephen M. Hoffner
                               ------------------------------------------
                                                Stephen M. Hoffner

           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
Name                         Title                     Date     
- --------------------  -----------------------------------  ------------
John R. Barnes                                         June 7, 1994 
- --------------------  Chairman of the Board, President                     
  (John R. Barnes)    and Chief Executive Officer       
                      
                      
   Tony M. Regan                                                        
- --------------------  Controller (Principal Financial      June 7, 1994        
  (Tony M. Regan)     and Accounting Officer)                           
 
                                                                        
 
   Sangwoo Ahn
- --------------------  Director                             June 7, 1994 
  (Sangwoo Ahn)
                                                                        
 
    C.E. Bentley
- --------------------  Director                             June 7, 1994 
   (C.E. Bentley)
II-5
Name                         Title                     Date    
        ----                         -----                     ----
Preston A. Peak
- --------------------  Director                             June 7, 1994 
 (Preston A. Peak)
                                                                        
 
   Ralph A. Rehm
- --------------------  Director                             June 7, 1994 
  (Ralph A. Rehm)
                                                                        
 
  James R. Whatley
- --------------------  Director                             June 7, 1994 
 (James R. Whatley)
II-6