As filed with the Securities and Exchange Commission on July 30, 1998

                                                     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 Identification No.)
                         incorporation or organization)
--------------------------------------------------------------------------------

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

                              Kaneb Services, Inc.
                       1996 Directors Stock Incentive Plan
                            (Full title of the plan)

                      Michael B. Glazer, Corporate Counsel
                              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

--------------------------------------------------------------------------------
  Title of                    Proposed maximum  Proposed maximum     Amount of
securities to  Amount to be  offering price per    aggregate        registration
be registered   registered        share(1)      offering price(1)       fee
--------------------------------------------------------------------------------
Common Stock, 200,000 shares      $5.3125         $1,062,500          $313.44
no par value
--------------------------------------------------------------------------------
(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 July 27, 1998.
--------------------------------------------------------------------------------


<PAGE>
                                PRELIMINARY NOTE

     This  Registration  Statement  on Form S-8 is  filed  pursuant  to  General
Instruction E to Form S-8 to register  additional shares of the Company's Common
Stock that may be awarded under the Company's  1996  Directors  Stock  Incentive
Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a)  The Company's  Registration Statement on Form S-8, File No. 333-14071,
          dated October 15, 1996;

     (b)  The Company's  Registration Statement on Form S-8, File No. 333-22109,
          dated February 20, 1997;

     (c)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 1997;

     (d)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          since December 31, 1997.

     (d)  The  description  of the  Company's  common  stock,  no par value (the
          "Common  Stock"),  contained in a  registration  statement on Form 8-A
          filed pursuant to 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, is hereby deemed
to be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.

Item 5.  Interests of Named Experts and Counsel.

         The consolidated  financial  statements of the Company  incorporated in
this Registration  Statement by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1997, have been so incorporated in reliance
on the report of PricewaterhouseCoopers  LLP, independent accountants,  given on
the authority of said firm as experts in accounting  and auditing.  The validity
of the issuance of the shares of Common Stock  registered  hereby will be passed
upon by Fulbright & Jaworski L.L.P., counsel to the Company.

Item 8.  Exhibits.

     4.2  Amendment to Kaneb Services, Inc. 1996 Directors Stock Incentive.

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

     23.1 Consent of independent accountants,  PricewaterhouseCoopers LLP, filed
          herewith.

     25.1 Power of attorney (contained on page 4 hereof).



<PAGE>


Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

         (iii)  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.

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

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


<PAGE>


                                POWER OF ATTORNEY

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

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for 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 30th of July, 1998.

                                 KANEB SERVICES, INC.

                                 By:     HOWARD C. WADSWORTH
                                 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    July 30, 1998
 John R. Barnes                and Chief Executive Officer

 MICHAEL R. BAKKE              Controller                          July 30, 1998
 Michael R. Bakke              (Principal Accounting Officer)

 SANGWOO AHN                   Director                            July 30, 1998
 Sangwoo Ahn

 CHARLES R. COX                Director                            July 30, 1998
 Charles R. Cox

 FRANK M. BURKE                Director                            July 30, 1998
 Frank M. Burke

 HANS KESSLER                  Director                            July 30, 1998
 Hans Kessler

 JAMES R. WHATLEY              Director                            July 30, 1998
 James R. Whatley





<PAGE>


                                INDEX TO EXHIBITS

       Number                                                 Exhibit

     4.1  Amendment to Kaneb Services, Inc. 1996 Directors Stock Incentive Plan.

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

     23.1 Consent of independent accountants, PricewaterhouseCoopers LLP.

     25.1 Power of attorney (contained on page 4 hereof).
[{"type": "S-8", "sequence": "1", "description": "DIRECTORS STOCK INCENTIVE PLAN S-8", "secsgml_size_bytes": 12833}]
{"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": "333-60195", "film-number": "98674290"}, "business-address": {"street1": "2435 N. CENTRAL EXPRESSWAY", "street2": "SUITE 700", "city": "RICHARDSON", "state": "TX", "zip": "75080", "phone": "2146994000"}, "mail-address": {"street1": "P O BOX 650283", "city": "DALLAS", "state": "TX", "zip": "75265-0283"}, "former-company": {"former-conformed-name": "KANEB PIPE LINE CO", "date-changed": "19710610"}}
As filed with the Securities and Exchange Commission on July 30, 1998

                                                     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 Identification No.)
                         incorporation or organization)
--------------------------------------------------------------------------------

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

                              Kaneb Services, Inc.
                       1996 Directors Stock Incentive Plan
                            (Full title of the plan)

                      Michael B. Glazer, Corporate Counsel
                              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

--------------------------------------------------------------------------------
  Title of                    Proposed maximum  Proposed maximum     Amount of
securities to  Amount to be  offering price per    aggregate        registration
be registered   registered        share(1)      offering price(1)       fee
--------------------------------------------------------------------------------
Common Stock, 200,000 shares      $5.3125         $1,062,500          $313.44
no par value
--------------------------------------------------------------------------------
(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 July 27, 1998.
--------------------------------------------------------------------------------
PRELIMINARY NOTE

     This  Registration  Statement  on Form S-8 is  filed  pursuant  to  General
Instruction E to Form S-8 to register  additional shares of the Company's Common
Stock that may be awarded under the Company's  1996  Directors  Stock  Incentive
Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a)  The Company's  Registration Statement on Form S-8, File No. 333-14071,
          dated October 15, 1996;

     (b)  The Company's  Registration Statement on Form S-8, File No. 333-22109,
          dated February 20, 1997;

     (c)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 1997;

     (d)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          since December 31, 1997.

     (d)  The  description  of the  Company's  common  stock,  no par value (the
          "Common  Stock"),  contained in a  registration  statement on Form 8-A
          filed pursuant to 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, is hereby deemed
to be incorporated by reference in this Registration Statement and a part hereof
from the date of the filing of such documents.

Item 5.  Interests of Named Experts and Counsel.

         The consolidated  financial  statements of the Company  incorporated in
this Registration  Statement by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1997, have been so incorporated in reliance
on the report of PricewaterhouseCoopers  LLP, independent accountants,  given on
the authority of said firm as experts in accounting  and auditing.  The validity
of the issuance of the shares of Common Stock  registered  hereby will be passed
upon by Fulbright & Jaworski L.L.P., counsel to the Company.

Item 8.  Exhibits.

     4.2  Amendment to Kaneb Services, Inc. 1996 Directors Stock Incentive.

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

     23.1 Consent of independent accountants,  PricewaterhouseCoopers LLP, filed
          herewith.

     25.1 Power of attorney (contained on page 4 hereof).
Item 9.  Undertakings.

(a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

         (iii)  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.

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

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

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

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for 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 30th of July, 1998.

                                 KANEB SERVICES, INC.

                                 By:     HOWARD C. WADSWORTH
                                 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    July 30, 1998
 John R. Barnes                and Chief Executive Officer

 MICHAEL R. BAKKE              Controller                          July 30, 1998
 Michael R. Bakke              (Principal Accounting Officer)

 SANGWOO AHN                   Director                            July 30, 1998
 Sangwoo Ahn

 CHARLES R. COX                Director                            July 30, 1998
 Charles R. Cox

 FRANK M. BURKE                Director                            July 30, 1998
 Frank M. Burke

 HANS KESSLER                  Director                            July 30, 1998
 Hans Kessler

 JAMES R. WHATLEY              Director                            July 30, 1998
 James R. Whatley
INDEX TO EXHIBITS

       Number                                                 Exhibit

     4.1  Amendment to Kaneb Services, Inc. 1996 Directors Stock Incentive Plan.

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

     23.1 Consent of independent accountants, PricewaterhouseCoopers LLP.

     25.1 Power of attorney (contained on page 4 hereof).