Exhibit 3.1


                              Kaneb Services, Inc.

                            Certificate of Amendment
                                       to
                      Restated Certificate of Incorporation


     Kaneb  Services,  Inc., a corporation  organized and existing  under and by
virtue of the General  Corporation Law of the State of Delaware (the "Company"),
does hereby certify:

     FIRST:  That the Board of  Directors  of the  Company,  at a meeting of the
Board of Directors  held on April 13,  2001,  approved,  subject to  stockholder
approval,  an  amendment  of  Section  First  of  the  Restated  Certificate  of
Incorporation of the Company to read in its entirety as follows:

     "FIRST: The name of the corporation is Xanser Corporation."

     SECOND:  That at a duly called and validly held meeting of the stockholders
of the  Company  held on  August 7,  2001,  the  holders  of a  majority  of the
outstanding  stock  entitled  to vote on such  amendment,  and a majority of the
outstanding  stock of each class  entitled to vote on such amendment as a class,
approved such amendment in accordance  with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its Vice  President  and  Secretary  on  behalf of the  Company  this 8th day of
August, 2001.

                                 KANEB SERVICES, INC.


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