As filed with the Securities and Exchange Commission on May 2, 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)

                               Xanser Corporation
                        Key Employee Stock Incentive 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>
======================= ====================== ======================== ======================= ====================
 Title of securities        Amount to be          Proposed maximum         Proposed maximum          Amount of
   to be registered        registered (1)        offering price per       aggregate offering     registration fee
                                                      share (2)                 price
----------------------- ---------------------- ------------------------ ----------------------- --------------------
<S>                     <C>                    <C>                      <C>                     <C>
Common Stock, without          750,000                  $3.36                 $2,520,000              $231.84
par value
======================= ====================== ======================== ======================= ====================
</TABLE>

(1)  Also includes an  indeterminable  number of shares of Common Stock issuable
     as a result of the anti-dilution provisions of such plan.

(2)  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 April 30, 2002.




<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation by Reference.

     The  following  documents  are hereby  incorporated  by  reference  in this
Registration Statement:

     1. The  Registrant's  annual  report on Form 10-K for the fiscal year ended
December 31, 2001;

     2. The  description  of the  Registrant's  common stock,  no par value (the
"Common  Stock"),  contained  in a  registration  statement  on Form  8-A  filed
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  including any amendment or report filed for the purpose of updating such
description.

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

ITEM 4.  Description of Securities.

     Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

     Not applicable.

ITEM 6.  Indemnificaiton 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 to 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,  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) arising from a breach of a director's
duty of loyalty to the  Registrant  or its  stockholders,  (ii)  arising  from a
director's intentional misconduct or knowing violation of law, (iii) for illegal
dividends and stock repurchases or (iv) involving a director's improper personal
benefit.

ITEM 7.  Claimed Exemption from Registration.

     Not applicable.

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 Key Employee Stock Incentive Plan,  effective March
          8, 2002.

     5.1  Opinion of Fulbright & Jaworski  L.P.P.  regarding the legality of the
          securities being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of  Fulbright  & Jaworski  L.L.P.  (contained  in Exhibit  5.1
          hereto).

     24.1 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;

          (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.  Notwithstanding  the  foregoing,  any increase or
     decrease in volume of  securities  offered (if the total  dollar  volume of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be reflected in the form of prospectus  filed with the  Securities  and
     Exchange  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
     changes  in volume  and price  represent  no more than a 20%  change in the
     maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
     Registration Fee" table in the effective registration statement; and

          (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 (1)(i) and (1)(ii) do not apply if
     the  Registration  Statement  is on Form S-3,  Form S-8 or From F-3 and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Securities and Exchange Commission by the Registrant pursuant to Section 13
     or Section 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 of 1933,  as  amended  (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  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  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
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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 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.



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 May 2, 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,  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>
         /s/ John R. Barnes                  Chairman of the Board, President and Chief            May 2, 2002
------------------------------------                      Executive Officer
             John R. Barnes                         (Principal Executive Officer)

        /s/ Michael R. Bakke                                 Controller                            May 2, 2002
------------------------------------                (Principal Accounting Officer)
           Michael R. Bakke

           /s/ Sangwoo Ahn                                    Director                             May 2, 2002
------------------------------------
              Sangwoo Ahn

       /s/ Frank M. Burke, Jr.                                Director                             May 2, 2002
------------------------------------
          Frank M. Burke, Jr.

         /s/ Charles R. Cox                                   Director                             May 2, 2002
------------------------------------
            Charles R. Cox

          /s/ Hans Kessler                                    Director                             May 2, 2002
------------------------------------
             Hans Kessler

        /s/ James R. Whatley                                  Director                             May 2, 2002
------------------------------------
           James R. Whatley

</TABLE>

                           [Intentionally Left Blank]

<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 Key Employee Stock Incentive Plan,  effective March
          8, 2002.

     5.1  Opinion of Fulbright & Jaworski  L.P.P.  regarding the legality of the
          securities being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of  Fulbright  & Jaworski  L.L.P.  (contained  in Exhibit  5.1
          hereto).

     24.1 Power of Attorney (contained on page II-5 hereof).
[{"type": "S-8", "sequence": "1", "filename": "xnrs8.txt", "description": "KEY EMPLOYEE PLAN FILING", "secsgml_size_bytes": 20822}]
{"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": "333-87446", "film-number": "02631878"}, "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 May 2, 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)

                               Xanser Corporation
                        Key Employee Stock Incentive 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
======================= ====================== ======================== ======================= ====================
 Title of securities        Amount to be          Proposed maximum         Proposed maximum          Amount of
   to be registered        registered (1)        offering price per       aggregate offering     registration fee
                                                      share (2)                 price
----------------------- ---------------------- ------------------------ ----------------------- --------------------
Common Stock, without          750,000                  $3.36                 $2,520,000              $231.84
par value
======================= ====================== ======================== ======================= ====================
(1)  Also includes an  indeterminable  number of shares of Common Stock issuable
     as a result of the anti-dilution provisions of such plan.

(2)  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 April 30, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation by Reference.

     The  following  documents  are hereby  incorporated  by  reference  in this
Registration Statement:

     1. The  Registrant's  annual  report on Form 10-K for the fiscal year ended
December 31, 2001;

     2. The  description  of the  Registrant's  common stock,  no par value (the
"Common  Stock"),  contained  in a  registration  statement  on Form  8-A  filed
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  including any amendment or report filed for the purpose of updating such
description.

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

ITEM 4.  Description of Securities.

     Not applicable.

ITEM 5.  Interests of Named Experts and Counsel.

     Not applicable.

ITEM 6.  Indemnificaiton 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 to 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,  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) arising from a breach of a director's
duty of loyalty to the  Registrant  or its  stockholders,  (ii)  arising  from a
director's intentional misconduct or knowing violation of law, (iii) for illegal
dividends and stock repurchases or (iv) involving a director's improper personal
benefit.

ITEM 7.  Claimed Exemption from Registration.

     Not applicable.

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 Key Employee Stock Incentive Plan,  effective March
          8, 2002.

     5.1  Opinion of Fulbright & Jaworski  L.P.P.  regarding the legality of the
          securities being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of  Fulbright  & Jaworski  L.L.P.  (contained  in Exhibit  5.1
          hereto).

     24.1 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;

          (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.  Notwithstanding  the  foregoing,  any increase or
     decrease in volume of  securities  offered (if the total  dollar  volume of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be reflected in the form of prospectus  filed with the  Securities  and
     Exchange  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
     changes  in volume  and price  represent  no more than a 20%  change in the
     maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
     Registration Fee" table in the effective registration statement; and

          (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 (1)(i) and (1)(ii) do not apply if
     the  Registration  Statement  is on Form S-3,  Form S-8 or From F-3 and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Securities and Exchange Commission by the Registrant pursuant to Section 13
     or Section 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 of 1933,  as  amended  (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  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  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
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant 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 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.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 May 2, 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,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                        Title                                 Date
------------------------------------         ------------------------------------------            ------------
/s/ John R. Barnes                  Chairman of the Board, President and Chief            May 2, 2002
------------------------------------                      Executive Officer
             John R. Barnes                         (Principal Executive Officer)

        /s/ Michael R. Bakke                                 Controller                            May 2, 2002
------------------------------------                (Principal Accounting Officer)
           Michael R. Bakke

           /s/ Sangwoo Ahn                                    Director                             May 2, 2002
------------------------------------
              Sangwoo Ahn

       /s/ Frank M. Burke, Jr.                                Director                             May 2, 2002
------------------------------------
          Frank M. Burke, Jr.

         /s/ Charles R. Cox                                   Director                             May 2, 2002
------------------------------------
            Charles R. Cox

          /s/ Hans Kessler                                    Director                             May 2, 2002
------------------------------------
             Hans Kessler

        /s/ James R. Whatley                                  Director                             May 2, 2002
------------------------------------
           James R. Whatley
[Intentionally Left Blank]
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 Key Employee Stock Incentive Plan,  effective March
          8, 2002.

     5.1  Opinion of Fulbright & Jaworski  L.P.P.  regarding the legality of the
          securities being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of  Fulbright  & Jaworski  L.L.P.  (contained  in Exhibit  5.1
          hereto).

     24.1 Power of Attorney (contained on page II-5 hereof).