As filed with the Securities and Exchange Commission on December 19, 2002
                                                 Registration No. 333-__________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                               XANSER CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                         75-1191271
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

2435 N. Central Expressway
Richardson, Texas 75080                                              75080
(Address of Principal Executive Offices)                          (Zip Code)


                           1,000,000 Additional Shares
                                      under
                               Xanser Corporation
                         401(k) Savings Investment Plan
                            (Full title of the plan)



                                 John R. Barnes
                      President and Chief Executive Officer
                               Xanser Corporation
                           2435 N. Central Expressway
                             Richardson, Texas 75080
                     (Name and address of agent for service)

                                 (972) 699-4000
          (Telephone number, including area code, of agent for service)

                                  With Copy to:
                                 John A. Watson
                           Fulbright & Jaworski L.L.P.
                            1301 McKinney, Suite 5100
                            Houston, Texas 77010-3095
                                 (713) 651-5151


                         Calculation of Registration Fee
<TABLE>
<CAPTION>
======================= ====================== ======================== ======================= ====================
                                                  Proposed maximum         Proposed maximum
 Title of securities        Amount to be         offering price per       aggregate offering         Amount of
   to be registered          registered               share (1)                 price            registration fee
----------------------- ---------------------- ------------------------ ----------------------- --------------------


<S>                           <C>                       <C>                 <C>                       <C>
Common Stock, without
par value                     1,000,000                 $1.69               $1,690,000.00             $155.48
======================= ====================== ======================== ======================= ====================
</TABLE>

(1)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  based on the
     average of the high and low trading prices on December 18, 2002.


<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  Registration  Statement on Form S-8 covers  additional  shares of the
Registrant's common stock under the Xanser Corporation 401(k) Savings Investment
Plan  (the  "Plan").  Three  Registration  Statements  on  Form  S-8  (Reg.  No.
333-83968,  333-14067 and 33-41295) (the "Earlier Registration  Statements") are
effective  with  respect to  3,250,000  shares of common  stock  under the Plan.
Except for Items 5, 6 and 8 of the Earlier Registration Statements, the contents
of the Earlier  Registration  Statements  are  incorporated  herein by reference
pursuant to Instruction E to Form S-8.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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

     Article Twelfth of the Registrant's  Certificate of Incorporation provides,
in part, that a director of the Registrant shall not be personally liable to the
Registrant 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 Registrant 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.




<PAGE>



ITEM 8. EXHIBITS.


     4.1  Restated  Certificate  of  Incorporation  of  the  Registrant,   dated
          September  26,  1979,   filed  as  Exhibit  3.1  to  the  Registrant's
          Registration   Statement  on  Form  S-16,   which  exhibit  is  hereby
          incorporated by reference.

     4.2  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated April 30, 1981,  filed as Exhibit 3.2 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1981, which exhibit is hereby incorporated by reference.

     4.3  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated May 28,  1985,  filed as Exhibit 4.1 to the
          Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
          30, 1985, which exhibit is hereby incorporated by reference.

     4.4  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 17, 1985,  filed as Exhibit 4.1 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1985, which exhibit is hereby incorporated by reference.

     4.5  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated July 10, 1990,  filed as Exhibit 3.5 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1990, which exhibit is hereby incorporated by reference.

     4.6  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 21, 1990,  filed as Exhibit 3.5 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1990, which exhibit is hereby incorporated by reference.

     4.7  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated August 8, 2001,  filed as Exhibit 3.1 to the
          Registrant's  Current  Report on Form 8-K filed on  August  22,  2001,
          which exhibit is hereby incorporated by reference.

     4.8  By-laws of the  Registrant  filed as Exhibit  3.7 to the  Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1998, which
          exhibit is hereby incorporated by reference.

     4.9  Xanser  Corporation  401(k)  Savings  Investment  Plan,  Amendment and
          Restatement  effective  January 1, 1998,  filed as Exhibit  4.9 to the
          Registrant's  Form S-8 filed on March 7, 2002, which exhibit is hereby
          incorporated by reference.

     23.1 Consent of KPMG LLP.

     24.1 Power of Attorney (contained on page II-3 hereof).





<PAGE>


                                   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 December 19, 2002.

                                        XANSER CORPORATION

                                        By:     /s/      Howard C. Wadsworth
                                            ----------------------------------
                                            Howard C. Wadsworth
                                            Vice President, Treasurer
                                               and Secretary




<PAGE>
                               POWERS OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  each of John R. Barnes and Howard C.
Wadsworth  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 and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to  file  the  same  and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting 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 in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent  or his or their  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     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>

               Signature                                    Title                             Date
-------------------------------------    ------------------------------------------   -----------------
<S>                                      <C>                                          <C>
                                         Chairman of the Board, President and Chief
/s/ John R. Barnes                                    Executive Officer               December 19, 2002
-------------------------------------    (Principal Executive Officer)
         John R. Barnes

/s/ Michael R. Bakke                     Controller                                   December 19, 2002
-------------------------------------    (Principal Accounting Officer)
           Michael R. Bakke

/s/ Sangwoo Ahn                                                                       December 19, 2002
-------------------------------------
              Sangwoo Ahn                                 Director

/s/ Frank M. Burke, Jr.                                                               December 19, 2002
-------------------------------------
          Frank M. Burke, Jr.                             Director

/s/ Charles R. Cox                                                                    December 19, 2002
-------------------------------------
            Charles R. Cox                                Director

/s/ Hans Kessler                                                                      December 19, 2002
-------------------------------------
             Hans Kessler                                 Director

/s/ James R. Whatley                                                                  December 19, 2002
-------------------------------------
           James R. Whatley                               Director

</TABLE>


<PAGE>

                                  EXHIBIT INDEX



  Exhibit
  Number                              Description
----------      ----------------------------------------------------------------

     4.1  Restated  Certificate  of  Incorporation  of  the  Registrant,   dated
          September  26,  1979,   filed  as  Exhibit  3.1  to  the  Registrant's
          Registration   Statement  on  Form  S-16,   which  exhibit  is  hereby
          incorporated by reference.

     4.2  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated April 30, 1981,  filed as Exhibit 3.2 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1981, which exhibit is hereby incorporated by reference.

     4.3  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated May 28,  1985,  filed as Exhibit 4.1 to the
          Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
          30, 1985, which exhibit is hereby incorporated by reference.

     4.4  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 17, 1985,  filed as Exhibit 4.1 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1985, which exhibit is hereby incorporated by reference.

     4.5  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated July 10, 1990,  filed as Exhibit 3.5 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1990, which exhibit is hereby incorporated by reference.

     4.6  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 21, 1990,  filed as Exhibit 3.5 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1990, which exhibit is hereby incorporated by reference.

     4.7  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated August 8, 2001,  filed as Exhibit 3.1 to the
          Registrant's  Current  Report on Form 8-K filed on  August  22,  2001,
          which exhibit is hereby incorporated by reference.

     4.8  By-laws of the  Registrant  filed as Exhibit  3.7 to the  Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1998, which
          exhibit is hereby incorporated by reference.

     4.9  Xanser  Corporation  401(k)  Savings  Investment  Plan,  Amendment and
          Restatement  effective  January 1, 1998,  filed as Exhibit  4.9 to the
          Registrant's  Form S-8 filed on MArch 7, 2002, which exhibit is hereby
          incorporated by reference.

     23.1 Consent of KPMG LLP.

     24.1 Power of Attorney (contained on page II-3 hereof).



<PAGE>
                                                                    EXHIBIT 23.1



                          Independent Auditors' Consent



     We consent to the incorporation by reference in this registration statement
     on Form S-8 of Xanser  Corporation of our report dated March 4, 2002,  with
     respect  to the  consolidated  balance  sheets  of Xanser  Corporation  and
     subsidiaries as of December 31, 2001 and 2000 and the related  consolidated
     statements of income,  stockholders'  equity and cash flows for each of the
     years in the  three-year  period ended  December 31, 2001,  and all related
     financial  statement  schedules,  which report  appears in the December 31,
     2001 annual report on Form 10-K of Xanser Corporation.

                                            /s/ KPMG LLP


     Dallas, Texas
     December 17, 2002
[{"type": "S-8", "sequence": "1", "filename": "xnrs8401k.txt", "description": "ADDITIONAL SHARES TO 401(K)", "secsgml_size_bytes": 16723}]
{"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": "S-8", "act": "33", "file-number": "333-101996", "film-number": "02863083"}, "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 PIPE LINE CO", "date-changed": "19710610"}, {"former-conformed-name": "KANEB SERVICES INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on December 19, 2002
                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               XANSER CORPORATION
             (Exact name of registrant as specified in its charter)

Delaware                                                         75-1191271
(State or other jurisdiction of                                (I.R.S Employer
incorporation or organization)                               Identification No.)

2435 N. Central Expressway
Richardson, Texas 75080                                              75080
(Address of Principal Executive Offices)                          (Zip Code)

                           1,000,000 Additional Shares
                                      under
                               Xanser Corporation
                         401(k) Savings Investment Plan
                            (Full title of the plan)

                                 John R. Barnes
                      President and Chief Executive Officer
                               Xanser Corporation
                           2435 N. Central Expressway
                             Richardson, Texas 75080
                     (Name and address of agent for service)

                                 (972) 699-4000
          (Telephone number, including area code, of agent for service)

                                  With Copy to:
                                 John A. Watson
                           Fulbright & Jaworski L.L.P.
                            1301 McKinney, Suite 5100
                            Houston, Texas 77010-3095
                                 (713) 651-5151

                         Calculation of Registration Fee
======================= ====================== ======================== ======================= ====================
                                                  Proposed maximum         Proposed maximum
 Title of securities        Amount to be         offering price per       aggregate offering         Amount of
   to be registered          registered               share (1)                 price            registration fee
----------------------- ---------------------- ------------------------ ----------------------- --------------------
Common Stock, without
par value                     1,000,000                 $1.69               $1,690,000.00             $155.48
======================= ====================== ======================== ======================= ====================
(1)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457 under the  Securities  Act of 1933,  based on the
     average of the high and low trading prices on December 18, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  Registration  Statement on Form S-8 covers  additional  shares of the
Registrant's common stock under the Xanser Corporation 401(k) Savings Investment
Plan  (the  "Plan").  Three  Registration  Statements  on  Form  S-8  (Reg.  No.
333-83968,  333-14067 and 33-41295) (the "Earlier Registration  Statements") are
effective  with  respect to  3,250,000  shares of common  stock  under the Plan.
Except for Items 5, 6 and 8 of the Earlier Registration Statements, the contents
of the Earlier  Registration  Statements  are  incorporated  herein by reference
pursuant to Instruction E to Form S-8.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

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

     Article Twelfth of the Registrant's  Certificate of Incorporation provides,
in part, that a director of the Registrant shall not be personally liable to the
Registrant 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 Registrant 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.
ITEM 8. EXHIBITS.

     4.1  Restated  Certificate  of  Incorporation  of  the  Registrant,   dated
          September  26,  1979,   filed  as  Exhibit  3.1  to  the  Registrant's
          Registration   Statement  on  Form  S-16,   which  exhibit  is  hereby
          incorporated by reference.

     4.2  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated April 30, 1981,  filed as Exhibit 3.2 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1981, which exhibit is hereby incorporated by reference.

     4.3  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated May 28,  1985,  filed as Exhibit 4.1 to the
          Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
          30, 1985, which exhibit is hereby incorporated by reference.

     4.4  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 17, 1985,  filed as Exhibit 4.1 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1985, which exhibit is hereby incorporated by reference.

     4.5  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated July 10, 1990,  filed as Exhibit 3.5 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1990, which exhibit is hereby incorporated by reference.

     4.6  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 21, 1990,  filed as Exhibit 3.5 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1990, which exhibit is hereby incorporated by reference.

     4.7  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated August 8, 2001,  filed as Exhibit 3.1 to the
          Registrant's  Current  Report on Form 8-K filed on  August  22,  2001,
          which exhibit is hereby incorporated by reference.

     4.8  By-laws of the  Registrant  filed as Exhibit  3.7 to the  Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1998, which
          exhibit is hereby incorporated by reference.

     4.9  Xanser  Corporation  401(k)  Savings  Investment  Plan,  Amendment and
          Restatement  effective  January 1, 1998,  filed as Exhibit  4.9 to the
          Registrant's  Form S-8 filed on March 7, 2002, which exhibit is hereby
          incorporated by reference.

     23.1 Consent of KPMG LLP.

     24.1 Power of Attorney (contained on page II-3 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 December 19, 2002.

                                        XANSER CORPORATION

                                        By:     /s/      Howard C. Wadsworth
                                            ----------------------------------
                                            Howard C. Wadsworth
                                            Vice President, Treasurer
                                               and Secretary
POWERS OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  each of John R. Barnes and Howard C.
Wadsworth  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 and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to  file  the  same  and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting 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 in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and  agent  or his or their  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     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.
Signature                                    Title                             Date
-------------------------------------    ------------------------------------------   -----------------
Chairman of the Board, President and Chief
/s/ John R. Barnes                                    Executive Officer               December 19, 2002
-------------------------------------    (Principal Executive Officer)
         John R. Barnes

/s/ Michael R. Bakke                     Controller                                   December 19, 2002
-------------------------------------    (Principal Accounting Officer)
           Michael R. Bakke

/s/ Sangwoo Ahn                                                                       December 19, 2002
-------------------------------------
              Sangwoo Ahn                                 Director

/s/ Frank M. Burke, Jr.                                                               December 19, 2002
-------------------------------------
          Frank M. Burke, Jr.                             Director

/s/ Charles R. Cox                                                                    December 19, 2002
-------------------------------------
            Charles R. Cox                                Director

/s/ Hans Kessler                                                                      December 19, 2002
-------------------------------------
             Hans Kessler                                 Director

/s/ James R. Whatley                                                                  December 19, 2002
-------------------------------------
           James R. Whatley                               Director
EXHIBIT INDEX

  Exhibit
  Number                              Description
----------      ----------------------------------------------------------------

     4.1  Restated  Certificate  of  Incorporation  of  the  Registrant,   dated
          September  26,  1979,   filed  as  Exhibit  3.1  to  the  Registrant's
          Registration   Statement  on  Form  S-16,   which  exhibit  is  hereby
          incorporated by reference.

     4.2  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated April 30, 1981,  filed as Exhibit 3.2 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1981, which exhibit is hereby incorporated by reference.

     4.3  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated May 28,  1985,  filed as Exhibit 4.1 to the
          Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
          30, 1985, which exhibit is hereby incorporated by reference.

     4.4  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 17, 1985,  filed as Exhibit 4.1 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1985, which exhibit is hereby incorporated by reference.

     4.5  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the  Registrant,  dated July 10, 1990,  filed as Exhibit 3.5 to the
          Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 1990, which exhibit is hereby incorporated by reference.

     4.6  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated September 21, 1990,  filed as Exhibit 3.5 to
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1990, which exhibit is hereby incorporated by reference.

     4.7  Certificate of Amendment to the Restated  Certificate of Incorporation
          of the Registrant,  dated August 8, 2001,  filed as Exhibit 3.1 to the
          Registrant's  Current  Report on Form 8-K filed on  August  22,  2001,
          which exhibit is hereby incorporated by reference.

     4.8  By-laws of the  Registrant  filed as Exhibit  3.7 to the  Registrant's
          Annual Report on Form 10-K for the year ended December 31, 1998, which
          exhibit is hereby incorporated by reference.

     4.9  Xanser  Corporation  401(k)  Savings  Investment  Plan,  Amendment and
          Restatement  effective  January 1, 1998,  filed as Exhibit  4.9 to the
          Registrant's  Form S-8 filed on MArch 7, 2002, which exhibit is hereby
          incorporated by reference.

     23.1 Consent of KPMG LLP.

     24.1 Power of Attorney (contained on page II-3 hereof).
EXHIBIT 23.1

                          Independent Auditors' Consent

     We consent to the incorporation by reference in this registration statement
     on Form S-8 of Xanser  Corporation of our report dated March 4, 2002,  with
     respect  to the  consolidated  balance  sheets  of Xanser  Corporation  and
     subsidiaries as of December 31, 2001 and 2000 and the related  consolidated
     statements of income,  stockholders'  equity and cash flows for each of the
     years in the  three-year  period ended  December 31, 2001,  and all related
     financial  statement  schedules,  which report  appears in the December 31,
     2001 annual report on Form 10-K of Xanser Corporation.

                                            /s/ KPMG LLP

     Dallas, Texas
     December 17, 2002