As filed with the Securities and Exchange Commission on April 10, 2000
                                                  Registration No. 333-_________


                       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                                  75-1191271
           -------------------------------------------------------

         (State or other jurisdiction of         (I. R. S. Employer
          incorporation or organization)        Indentification No.)
         -----------------------------------------------------------

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

                          1992 Stock Option Agreements
                            (Full title of the plan)

                               Howard C. Wadsworth
                              Kaneb Services, Inc.
                           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)

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



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ -------------------- ------------------------ ------------------------ --------------------
                                                 Proposed maximum         Proposed maximum
  Title of securities          Amount           offering price per       aggregate offering          Amount of
   to be registered       to be registered           share(1)                 price(1)           registration fee
------------------------ -------------------- ------------------------ ------------------------ --------------------
<S>                      <C>                  <C>                      <C>                      <C>
Common Stock,  without
par value                  450,000 shares              $6.25                 $2,812,500                $743
------------------------ -------------------- ------------------------ ------------------------ --------------------
</TABLE>

(1)      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  sales  prices of a share of
         Common  Stock as  reported  by The New York Stock  Exchange on April 7,
         2000.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Kaneb  Services,  Inc.  (the  "Company")  incorporate  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, 1999.

     (b) The  description  of the  Company's  common  stock,  no par value  (the
"Common Stock"),  which is contained in a registration statement filed under 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 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.

         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 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. 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

<PAGE>
Item 8.  Exhibits.

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

     *10.1  Stock  Option Agreement  dated June 23, 1992, between the Registrant
            and John R. Barnes, relating to 175,000 shares.

     *10.2  Form of Letter dated April 22, 1996, amending exhibit 10.1.

     *10.3  Stock Option Agreement dated June 23, 1992, between  the  Registrant
            and John R. Barnes, relating to 275,000 shares.

     *10.4  Form of Letter dated April 22, 1996, amending exhibit 10.3.

      23.1  Consent of KPMG LLP.

      23.2  Consent of PricewaterhouseCoopers LLP.

      23.3  Consent of Counsel  (the  consent of  Fulbright & Jaworski L.L.P. to
            the use of their opinion  filed  as Exhibit 5.1 to the  Registration
            Statement and the reference  to their  firm  in  this   Registration
            Statement is contained in such opinion).

          *A management contract or compensation plan.

Item 9.  Undertakings.

     The undersigned  registrant hereby undertakes to file, during any period in
which  offers  or sales are  being  made,  a  post-effective  amendment  to this
Registration  Statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

     The undersigned  registrant  hereby undertakes (i) that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment
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;  and (ii) 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 section 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 Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

<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 the foregoing filing and had duly caused the foregoing
filing to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Richardson, State of Texas, on the 10th of April, 2000.

                                          KANEB SERVICES, INC.


                                          By:...................................
                                          Name:     Howard C. Wadsworth
                                          Title:    Vice President, Secretary
                                                       and Treasurer

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
foregoing filing has been signed by the following  persons in the capacities and
on the dates indicated.


     Name                     Title                                   Date
-------------------  ------------------------------------------   --------------
 JOHN R. BARNES      Chairman of the Board, President and Chief
 John R. Barnes      Executive Officer                            April 10, 2000

MICHAEL R. BAKKE
Michael R. Bakke     Controller (Principal Accounting Officer)    April 10, 2000

   SANGWOO AHN
   Sangwoo Ahn       Director                                     April 10, 2000

 CHARLES R. COX
 Charles R. Cox      Director                                     April 10, 2000

 FRANK M. BURKE
 Frank M. Burke      Director                                     April 10, 2000

  HANS KESSLER
  Hans Kessler       Director                                     April 10, 2000

JAMES R. WHATLEY
James R. Whatley     Director                                     April 10, 2000


<PAGE>


                                Index to Exhibits

Exhibit No.                 Description

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

 *10.1      Stock  Option Agreement  dated June 23, 1992, between the Registrant
            and John R. Barnes, relating to 175,000 shares.

 *10.2      Form of Letter dated April 22, 1996, amending exhibit 10.1.

 *10.3      Stock Option Agreement dated June 23, 1992, between  the  Registrant
            and John R. Barnes, relating to 275,000 shares.

 *10.4      Form of Letter dated April 22, 1996, amending exhibit 10.3.

  23.1      Consent of KPMG LLP.

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Counsel  (the  consent of  Fulbright & Jaworski L.L.P. to
            the use of their opinion  filed  as Exhibit 5.1 to the  Registration
            Statement and the reference  to their  firm  in  this   Registration
            Statement is contained in such opinion).



          *A management contract or compensation plan.
[{"type": "S-8", "sequence": "1", "description": "1992 STOCK OPTION AGREEMENTS", "secsgml_size_bytes": 13522}]
{"company-data": {"conformed-name": "KANEB SERVICES INC", "cik": "0000054441", "assigned-sic": "1700", "irs-number": "751191271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34496", "film-number": "598294"}, "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"}}
As filed with the Securities and Exchange Commission on April 10, 2000
                                                  Registration No. 333-_________

                       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                                  75-1191271
           -------------------------------------------------------

         (State or other jurisdiction of         (I. R. S. Employer
          incorporation or organization)        Indentification No.)
         -----------------------------------------------------------

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

                          1992 Stock Option Agreements
                            (Full title of the plan)

                               Howard C. Wadsworth
                              Kaneb Services, Inc.
                           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)

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

                         CALCULATION OF REGISTRATION FEE
------------------------ -------------------- ------------------------ ------------------------ --------------------
                                                 Proposed maximum         Proposed maximum
  Title of securities          Amount           offering price per       aggregate offering          Amount of
   to be registered       to be registered           share(1)                 price(1)           registration fee
------------------------ -------------------- ------------------------ ------------------------ --------------------
Common Stock,  without
par value                  450,000 shares              $6.25                 $2,812,500                $743
------------------------ -------------------- ------------------------ ------------------------ --------------------
(1)      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  sales  prices of a share of
         Common  Stock as  reported  by The New York Stock  Exchange on April 7,
         2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Kaneb  Services,  Inc.  (the  "Company")  incorporate  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, 1999.

     (b) The  description  of the  Company's  common  stock,  no par value  (the
"Common Stock"),  which is contained in a registration statement filed under 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 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.

         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 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. 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.

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

     *10.1  Stock  Option Agreement  dated June 23, 1992, between the Registrant
            and John R. Barnes, relating to 175,000 shares.

     *10.2  Form of Letter dated April 22, 1996, amending exhibit 10.1.

     *10.3  Stock Option Agreement dated June 23, 1992, between  the  Registrant
            and John R. Barnes, relating to 275,000 shares.

     *10.4  Form of Letter dated April 22, 1996, amending exhibit 10.3.

      23.1  Consent of KPMG LLP.

      23.2  Consent of PricewaterhouseCoopers LLP.

      23.3  Consent of Counsel  (the  consent of  Fulbright & Jaworski L.L.P. to
            the use of their opinion  filed  as Exhibit 5.1 to the  Registration
            Statement and the reference  to their  firm  in  this   Registration
            Statement is contained in such opinion).

          *A management contract or compensation plan.

Item 9.  Undertakings.

     The undersigned  registrant hereby undertakes to file, during any period in
which  offers  or sales are  being  made,  a  post-effective  amendment  to this
Registration  Statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement.

     The undersigned  registrant  hereby undertakes (i) that, for the purpose of
determining any liability under the 1933 Act, each such post-effective amendment
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;  and (ii) 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 section 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 Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
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 the foregoing filing and had duly caused the foregoing
filing to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Richardson, State of Texas, on the 10th of April, 2000.

                                          KANEB SERVICES, INC.

                                          By:...................................
                                          Name:     Howard C. Wadsworth
                                          Title:    Vice President, Secretary
                                                       and Treasurer

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
foregoing filing has been signed by the following  persons in the capacities and
on the dates indicated.

     Name                     Title                                   Date
-------------------  ------------------------------------------   --------------
 JOHN R. BARNES      Chairman of the Board, President and Chief
 John R. Barnes      Executive Officer                            April 10, 2000

MICHAEL R. BAKKE
Michael R. Bakke     Controller (Principal Accounting Officer)    April 10, 2000

   SANGWOO AHN
   Sangwoo Ahn       Director                                     April 10, 2000

 CHARLES R. COX
 Charles R. Cox      Director                                     April 10, 2000

 FRANK M. BURKE
 Frank M. Burke      Director                                     April 10, 2000

  HANS KESSLER
  Hans Kessler       Director                                     April 10, 2000

JAMES R. WHATLEY
James R. Whatley     Director                                     April 10, 2000
Index to Exhibits

Exhibit No.                 Description

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

 *10.1      Stock  Option Agreement  dated June 23, 1992, between the Registrant
            and John R. Barnes, relating to 175,000 shares.

 *10.2      Form of Letter dated April 22, 1996, amending exhibit 10.1.

 *10.3      Stock Option Agreement dated June 23, 1992, between  the  Registrant
            and John R. Barnes, relating to 275,000 shares.

 *10.4      Form of Letter dated April 22, 1996, amending exhibit 10.3.

  23.1      Consent of KPMG LLP.

  23.2      Consent of PricewaterhouseCoopers LLP.

  23.3      Consent of Counsel  (the  consent of  Fulbright & Jaworski L.L.P. to
            the use of their opinion  filed  as Exhibit 5.1 to the  Registration
            Statement and the reference  to their  firm  in  this   Registration
            Statement is contained in such opinion).

          *A management contract or compensation plan.