UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K



                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): August 7, 2001



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




        Delaware                                                 75-1191271
(State or Other Jurisdiction         001-05083                 (IRS Employer
 of Incorporation)             (Commission File Number)      Identification No.)





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



                                 (972) 699-4000
              (Registrant's Telephone Number, Including Area Code)




Item 5.  Other

     At the annual  meeting held on August 7, 2001,  the  stockholders  of Kaneb
Services, Inc. approved an amendment to the registrant's Restated Certificate of
Incorporation  to  change  the  registrant's  name to  Xanser  Corporation.  The
Certificate of Amendment to the Restated  Certificate of Incorporation was filed
with the  Secretary  of State of the State of  Delaware on August 9, 2001 and is
attached hereto as Exhibit 3.1.

     At the annual  meeting,  the  stockholders  also approved the amendment and
restatement of the Kaneb Services,  Inc. 1994 Stock  Incentive Plan,  increasing
the number of shares of the registrant's common stock, no par value,  authorized
under the plan by  2,000,000.  In addition the amended and  restated  plan makes
non-employee directors of the Company eligible to receive awards under the plan.
The amended and restated Kaneb Services, Inc. 1994 Stock Incentive Plan approved
by the stockholders is attached hereto as Exhibit 10.1.


Item 7.  Financial Schedules and Exhibits

          (c)  Exhibits

               3.1  Certificate  of  Amendment to the  Restated  Certificate  of
                    Incorporation of the Registrant, dated August 8, 2001.

               10.1 Kaneb  Services,  Inc. 1994 Stock Incentive Plan, as amended
                    and restated.


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


Date:    August 22, 2001


                                        XANSER CORPORATION




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





                                Index to Exhibits


      Exhibit Number       Description

            3.1            Certificate of Amendment to the Restated Certificate
                           of Incorporation of the Registrant, dated August 8,
                           2001.

           10.1            Kaneb Services, Inc. 1994 Stock Incentive Plan, as
                           amended and restated.