EXHIBIT 10.5


                    FOURTH MODIFICATION OF FIRST AMENDED AND
                    RESTATED MORTGAGE AND SECURITY AGREEMENT
            (And Financing Statement, Fixture Filing, and Assignment
                                  of Accounts)*

  THIS FOURTH MODIFICATION OF FIRST AMENDED AND RESTATED MORTGAGE AND SECURITY
AGREEMENT (and Financing Statement,  Fixture Filing, and Assignment of Accounts)
is entered into as of February 1, 1999, by:

o        KANEB  PIPE  LINE  OPERATING  PARTNERSHIP,  L.P.,  a  Delaware  limited
         partnership  ("KPOP,"  as that term is further  defined  below),  whose
         mailing   address  is  2435  North  Central   Expressway,   Suite  700,
         Richardson, Texas 75080, and whose Federal Tax Identification Number is
         75-2287683;

o        KANEB  PIPE  LINE  COMPANY,  a  Delaware  corporation  that is the sole
         General  Partner of KPOP  ("General  Partner,"  as that term is further
         defined below), whose mailing address is 2435 North Central Expressway,
         Suite  700,   Richardson,   Texas   75080,   and  whose   Federal   Tax
         Identification Number is 74-1191271; and

o        CHASE  BANK OF TEXAS,  NATIONAL  ASSOCIATION,  formerly  known as Texas
         Commerce Bank National  Association,  as Collateral Trustee pursuant to
         the Intercreditor  Agreement, as defined below, for the Original Banks,
         the Purchasers  described below, the 1996 Noteholders  described below,
         SunTrust,  and such other creditors as may hereafter  become parties to
         the  Intercreditor  Agreement (in that capacity,  "Mortgagee,"  as that
         term is further  defined  below),  whose  mailing  address is 2200 Ross
         Avenue,  5th  Floor,   Dallas,  Texas  75201,  and  whose  Federal  Tax
         Identification Number is 74-0800980.

                                    RECITALS

         1. KPOP and General Partner executed that certain Mortgage and Security
Agreement  dated as of March 1,  1993,  recorded  as set  forth in the  attached
Schedule 1 (the "Prior  Mortgage")  covering the property  legally  described in
Exhibits  A, B,  and C of the  Mortgage  (as  defined  below)  in favor of Texas
Commerce Bank National  Association (the successor by merger with Texas Commerce
Bank,  National  Association),  as the agent  lender for the lenders  under that
certain Credit Agreement dated as of March 1, 1993 (as amended, the "1993 Credit
Agreement") between KPOP, that agent, and those lenders.

         2.  KPOP,  StanTrans,  Inc.  ("STI"),  Kaneb Pipe Line  Partners,  L.P.
("KPP"),   Support  Terminal  Services,  Inc.  ("STS"),  and  Support  Terminals
Operating Partnership,  L.P. ("STOP") have entered into Note Purchase Agreements
each dated as of  December  22,  1994 (as from time to time  amended,  restated,
renewed, or extended,  or otherwise modified,  and all other agreements given in
substitution,  the "Note Agreements") with each of the Purchasers (as defined in
the  Mortgage),  pursuant  to which (a) KPOP  issued and sold to the  Purchasers
First Mortgage Notes, Series A, due seven years after issuance,  in an aggregate
principal  amount of $27,000,000 and (b) STI issued and sold to Purchasers 8.05%
First Mortgage Notes, Series B, due December 22, 2001, in an aggregate principal
amount of $33,000,000.

         3. KPOP,  certain  lenders (the  "Original  Banks"),  and Chase Bank of
Texas,  National Association  (formerly Texas Commerce Bank National Association
and acting as agent  lender for the  Original  Banks) are party to the  Restated
Credit Agreement (as from time to time amended, restated,  renewed, or extended,
the "1994  Credit  Agreement")  dated as of December 22,  1994,  which  entirely
amended, restated, and replaced the 1993 Credit Agreement.

         4. KPOP,  KPP, STS, STI,  STOP,  StanTrans  Holdings,  Inc.,  StanTrans
Partners,  L.P. and each of Metropolitan Life Insurance Company,  Provident Life
and Accident  Insurance  Company,  Pacific  Mutual Life Insurance  Company,  AID
Association  for  Lutherans,  and American  General Life and Accident  Insurance
Company  (collectively,  the "1996 Noteholders") have entered into Note Purchase
Agreements  (as  renewed,  extended,   amended,  or  restated,  the  "1996  Note
Agreements")  dated as of June 27,  1996,  pursuant to which KPOP has issued the
1996 Notes (as defined in the Mortgage).

         5. Purchasers, 1996 Noteholders, the Original Banks, and Mortgagee have
entered into, and KPOP, STI, Kaneb Pipe Line Partners,  L.P.,  Support  Terminal
Services, Inc. and Support Terminals Operating Partnership,  L.P. have consented
to, the Collateral  Trust and  Intercreditor  Agreement dated as of December 22,
1994 (as amended by the  Intercreditor  Amendment  defined  below and as further
amended,  restated,  renewed,  or extended from time to time, the "Intercreditor
Agreement").

         6. KPOP and General Partner have executed and delivered a First Amended
and Restated Mortgage and Security Agreement (and Financing  Statement,  Fixture
Filing and  Assignment of Accounts)  dated as of December 22, 1994,  recorded as
set forth in the attached Schedule 2 (as amended, restated, extended or modified
from  time to  time,  the  "Mortgage"),  granting  to the  Mortgagee  a lien and
security interest, for the benefit of the Purchasers, the 1996 Noteholders,  and
the Original  Banks, in the property as described in Exhibits A, B, and C of the
Mortgage, which entirely amended and restated the Prior Mortgage.

         7. The  Mortgage  has been  modified by the (a)  Modification  of First
Amended and Restated  Mortgage and Security  Agreement  dated as of December 18,
1995,  recorded as set forth on the attached Schedule 3, (b) Second Modification
of First Amended and Restated  Mortgage and Security  Agreement dated as of June
27,  1996,  recorded  as set  forth on the  attached  Schedule  4, and (c) Third
Modification of First Amended and Restated Mortgage and Security Agreement dated
as of January 30, 1998, recorded as set forth on the attached Schedule 5.

         8.  KPOP  and  Chase  Bank  of  Texas,  National  Association  (in  its
individual  capacity,  "Chase Bank"), have entered into the Revolving Promissory
Note With  Agreement (as renewed,  extended,  amended,  or restated,  the "Chase
Revolving Note") dated as of February 1, 1999, providing for a revolving line of
credit to KPOP of up to $15,000,000.

         9. KPOP,  ST Services,  Ltd.  ("ST"),  and SunTrust  Bank,  Atlanta,  a
Georgia banking  corporation,  as Lender  ("SunTrust") have agreed to enter into
the  Credit  Agreement  (as from time to time  amended,  restated,  renewed,  or
extended, the "SunTrust Credit Agreement") dated as of January 27, 1999.

         10. KPOP,  General  Partner,  and  Mortgagee,  are  entering  into this
document in order for the  indebtedness  under the Chase  Revolving Note and the
SunTrust  Credit  Agreement  to be fully  secured  by -- and for  Chase  Bank or
SunTrust to be entitled to the benefits of -- the security  interests,  pledges,
and other rights, benefits, and privileges of the Mortgage on a pari passu basis
with the other  indebtedness  secured by the Mortgage and with  Original  Banks,
Purchasers, and 1996 Noteholders.

         11.  KPOP and  General  Partner  are  collectively  referred to in this
document as "Grantors".

         ACCORDINGLY,  for adequate and sufficient  consideration,  Grantors and
Mortgagee agree as follows:

1. TERMS AND  REFERENCES.  Unless  otherwise  stated in this  document (A) terms
defined in the Mortgage  have the same  meanings  when used in this document and
(B) references to "Sections" are to the Mortgage's sections.

2.       AMENDMENTS.  The Mortgage is amended as follows:

         (A) Section 1.1 is entirely amended as follows:

                  1.1 This Mortgage and all Rights, titles, interests, and Liens
         created  by or  arising  under  it are  given  to  secure  payment  and
         performance of the  indebtedness,  liabilities,  and  obligations  (the
         "Obligation")  described below.  Certain clauses below are included for
         greater certainty and not in limitation of any other such clauses.

                           (a) All  indebtedness  and other  obligations  now or
                  hereafter incurred or arising evidenced by the Purchased Notes
                  (each  of  the  Purchased   Notes  bearing   interest  and  an
                  "Applicable Premium Amount" as therein provided and containing
                  a  provision  for  the  payment  of   additional   amounts  as
                  attorneys'  fees), all indebtedness and other  obligations now
                  or hereafter incurred or arising pursuant to the provisions of
                  the Note Purchase Agreements, this Mortgage, or any other Note
                  Purchase  Document  now or  hereafter  evidencing,  governing,
                  guaranteeing,   or  securing  the  Obligation   owing  to  the
                  Purchasers;

                           (b) All  indebtedness  and other  obligations  now or
                  hereafter  incurred  or  arising  evidenced  by the 1996 Notes
                  (each of the 1996 Notes  bearing  interest and an  "Applicable
                  Premium Amount" as therein provided and containing a provision
                  for the payment of additional amounts as attorneys' fees), all
                  indebtedness and other  obligations now or hereafter  incurred
                  or  arising  pursuant  to  the  provisions  of the  1996  Note
                  Agreements, this Mortgage, or any other 1996 Note Document now
                  or hereafter evidencing,  governing,  guaranteeing or securing
                  the Obligation owing to the 1996 Noteholders;

                           (c)  All  indebtedness   and  other   obligations  of
                  Grantors now or hereafter  incurred or arising pursuant to the
                  provisions  of the Credit  Agreement  or any  Promissory  Note
                  executed and delivered pursuant to the Credit Agreement,  such
                  Promissory  Notes  bearing  interest as therein  provided  and
                  containing a provision for the payment of  additional  amounts
                  as attorneys' fees, this Mortgage, or any other Loan Paper now
                  or hereafter evidencing, governing,  guaranteeing, or securing
                  the Obligation owing to the Banks;

                           (d)  All  indebtedness   and  other   obligations  of
                  Grantors now or hereafter  incurred or arising pursuant to the
                  provisions of the Chase Revolving Note as therein provided and
                  containing a provision for the payment of  additional  amounts
                  as attorneys' fees, this Mortgage, or any other Loan Paper now
                  or hereafter evidencing, governing,  guaranteeing, or securing
                  the Obligation owing to Chase;

                           (e)  All  indebtedness   and  other   obligations  of
                  Grantors now or hereafter  incurred or arising pursuant to the
                  provisions  of the SunTrust  Credit  Agreement or the SunTrust
                  Promissory  Notes  executed  and  delivered  pursuant  to  the
                  SunTrust Credit Agreement as therein provided and containing a
                  provision for the payment of additional  amounts as attorneys'
                  fees, this Mortgage,  or any other Loan Paper now or hereafter
                  evidencing,   governing,   guaranteeing,   or   securing   the
                  Obligation owing to SunTrust;

                           (f) All  obligations,  indebtedness or liabilities of
                  KPOP  under the  terms of that  certain  Guaranty  dated as of
                  December 22, 1994, executed by KPOP in favor of Purchasers;

                           (g)      All sums owing to Mortgagee under this 
                  Mortgage; and

                           (h) Without limiting the generality of the foregoing,
                  all  post-petition  interest,  expenses,  and other duties and
                  liabilities with respect to indebtedness or other  obligations
                  described  above in this Section 1 which would be owed but for
                  the fact that they are  unenforceable  or not allowable due to
                  the  existence  of a  bankruptcy,  reorganization,  or similar
                  proceeding.

         NOTICE: This Mortgage secures credit in an amount not to exceed the sum
         of   $186,300,000    denominated   in   United   States   Dollars   and
         (pound)16,000,000  denominated United Kingdom Pound Sterling. Loans and
         advances up to such total amount, together with interest, are senior to
         indebtedness to other creditors  under  subsequently  recorded or filed
         mortgages and liens.

         NOTICE:  NOTWITHSTANDING  THE  ABOVE--SOLELY  IN RESPECT  OF  MORTGAGED
         PROPERTY IN  KANSAS--THIS  INSTRUMENT ONLY SECURES UP TO $15,000,000 OF
         THE  OBLIGATION  DESCRIBED  IN SECTION  1.1(c)  ABOVE,  AND NONE OF THE
         OBLIGATION  DESCRIBED IN SECTIONS  1.1(d) AND (e) ABOVE AND  THEREFORE,
         DOES NOT SECURE PRINCIPAL DEBT IN EXCESS OF $143,000,000.

         (B) A new Section 2.5 is added to the Mortgage as follows:

                  2.5 KPOP,  General Partner,  and Mortgagee  covenant and agree
         with each other and for the benefit of all of the beneficiaries of this
         Mortgage  that  promptly  upon the request of Chase,  SunTrust,  or any
         Required Holders under the Intercreditor Agreement, they shall execute,
         deliver,   acknowledge,   and  effect  the  proper  recordation  of  an
         appropriate  modification of this Mortgage in order to increase, by any
         amount up to the full amounts  secured by this Mortgage,  the amount of
         indebtedness  secured by this  Mortgage on  properties  in the State of
         Kansas,  notwithstanding  the Notices at the end of Section 1.1 of this
         Mortgage.

      (C)   Section  4.18 is  amended  to add or  entirely  amend the  following
            definitions in alphabetical order with the other definitions in that
            section:

                  "Bank" means the Original Banks, Chase, and SunTrust.

                  "Chase" means Chase Bank of Texas,  National  Association,  in
         its individual banking capacity.

                  "Chase  Revolving Note" means -- effective as of the date that
         the 30-day notice period under Section 6.02(b)(vi) of the Intercreditor
         Agreement  has  lapsed  (or on  February  13,  1999)  -- the  Revolving
         Promissory  Note With Agreement  dated as of February 1, 1999,  between
         KPOP and Chase, in the stated principal amount of up to $15,000,000, as
         from time to time amended, restated, renewed, or extended.

                  "Loan Paper" means,  collectively,  the 1994 Credit Agreement,
         the Promissory  Notes,  the Chase  Revolving  Note, the SunTrust Credit
         Agreement,  the SunTrust Promissory Notes, the Security Documents,  the
         Intercreditor Agreement, all other agreements, certificates, documents,
         instruments,  and writings at any time delivered in connection herewith
         or therewith,  and any refinancings  which extend the maturity thereof,
         amendments,   modifications,   extensions,  renewals,  or  restatements
         (exclusive  of term sheets,  commitment  letters,  correspondence,  and
         similar documents used in the negotiation thereof, except to the extent
         the same contain  information  about the Grantors of their  Affiliates,
         properties, business, or prospects).

                  "Security  Documents"  means this  Mortgage,  the Stock Pledge
         Agreement dated as of December 22, 1994 (as amended by the Amendment to
         Stock Pledge  Agreement  dated as of December 18, 1995,  and the Second
         Amendment to Stock Pledge Agreement dated as of June 27, 1996) executed
         by KPOP in favor of Mortgagee, all other security agreements,  deeds of
         trust, mortgages,  chattel mortgages,  pledges,  guaranties,  financing
         statements,   continuation  statements,   extension  agreements,  other
         agreements or instruments and all refinancings to extend the maturities
         thereof, renewals, modifications,  amendments, or restatements thereof,
         subject to the Intercreditor Agreement and that are now, heretofore, or
         hereafter delivered by any person to Mortgagee, any Purchaser, any 1996
         Noteholder,  or any Bank in connection  with the Note  Agreements,  the
         1996 Note Agreements,  the Credit Agreement,  the Chase Revolving Note,
         SunTrust Credit Agreement,  or any transaction  contemplated thereby to
         secure or guarantee the payment of any part of the Purchased Notes, the
         1996  Notes,  the  Promissory  Notes,  the Chase  Revolving  Note,  the
         SunTrust  Promissory  Notes,  or  the  performance  of any  duties  and
         obligations of KPOP or STI under the Note Purchase Documents,  the 1996
         Note Documents, or the Loan Papers.

                  "SunTrust" means SunTrust Bank, Atlanta, a Georgia banking 
         corporation.

                  "SunTrust  Credit  Agreement"  means the Credit Agreement 
         dated as of January 27, 1999,  between KPOP, ST Services,  Ltd., and 
         SunTrust, as from time to time amended, restated, renewed, or extended.

                  "SunTrust  Promissory  Notes" means -- as each of the same may
         from time to time be renewed, extended,  amended,  modified,  restated,
         replaced,  or substituted -- collectively  (a) effective as of February
         1, 1999,(i) the two different Term Loan A Notes dated February 1, 1999,
         made jointly by KPOP and ST Services,  Ltd.,  to the order of SunTrust,
         in the single original principal amount of (pound)16,000,000,  and (ii)
         Term Loan B Note dated  February 1, 1999,  made by KPOP to the order of
         SunTrust  in the  original  principal  amount of  $13,300,000,  and (b)
         effective as of the date that the 30-day  notice  period under  Section
         6.02(b)(vi) of the  Intercreditor  Agreement has lapsed (or on February
         13, 1999), Term Loan C Note dated February 1, 1999, made by KPOP to the
         order of SunTrust in the original principal amount of $5,000,000.

3. RATIFICATIONS. Grantors (A) ratify and confirm all provisions of the Mortgage
as amended by this document, (B) ratify and confirm that all security interests,
pledges,  and other rights,  benefits,  and  privileges  granted,  conveyed,  or
assigned to Mortgagee under the Mortgage are not released, reduced, or otherwise
adversely  affected by this  document  and  continue to secure full  payment and
performance of the present and future Obligation,  as modified by this document,
and (C) agree to perform  such acts and duly  authorize,  execute,  acknowledge,
deliver,  file,  and record  such  additional  documents,  and  certificates  as
Mortgagee may request in order to create,  perfect,  preserve, and protect those
security interests, pledges, and other rights, benefits, and privileges.


4. LEGAL DESCRIPTION/MASTER  AGREEMENT. The property covered by the Mortgage, as
amended by this document,  is legally  described in the attached  Exhibits A, B,
and C. Executed original counterparts of this document to be filed for record in
the records of the  jurisdictions  where the Mortgaged  Property is situated may
have  annexed to them as  Exhibits A, B, and C only the  portions  or  divisions
containing  specific  descriptions  of the Mortgaged  Property  located in those
jurisdictions.  Whenever  a  recorded  counterpart  of  this  document  contains
specific  descriptions which are less than all of the descriptions  contained in
any full  counterparts  on file with  Mortgagee,  the omitted  descriptions  are
hereby  included by reference in that recorded  counterpart  as if each recorded
counterpart  conformed  to any  full  counterpart  on  file  with  Mortgagee.  A
counterpart of this document  containing all specific  descriptions of Mortgaged
Property  wherever  located,  shall be  recorded  with the  Register of Deeds in
Sedgwick County, Kansas.

5.  REPRESENTATIONS.  KPOP  represents  and warrants to Mortgagee that as of the
date of  this  document  all  representations  and  warranties  in the  Mortgage
applicable to KPOP or any of the Mortgaged  Property are true and correct in all
material respects.

6.  MISCELLANEOUS.  Unless stated otherwise (A) the singular number includes the
plural and vice versa and words of any gender include each other gender, in each
case,  as  appropriate,  (B)  headings  and  captions  may not be  construed  in
interpreting  provisions,  (C)  this  document  must  be  construed  -- and  its
performance  enforced -- as provided in Section 4.9 of the Mortgage,  (D) if any
part of this  document is for any reason  found to be  unenforceable,  all other
portions of it  nevertheless  remain  enforceable,  and (E) this document may be
executed  in  any  number  of  counterparts  with  the  same  effect  as if  all
signatories had signed the same document,  and all of those counterparts must be
construed together to constitute the same document.

7.  ENTIRETIES.  THE MORTGAGE AS MODIFIED BY THIS DOCUMENT  REPRESENTS THE FINAL
AGREEMENT  BETWEEN  THE  PARTIES  ABOUT THE  SUBJECT  MATTER OF THE  MORTGAGE AS
MODIFIED  BY THIS  DOCUMENT  AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

8.  PARTIES.  This  document  binds and  inures to  Grantors,  their  respective
successors  and assigns,  Mortgagee and its successors and assigns (on behalf of
the Purchasers, 1996 Noteholders, Original Banks, SunTrust, and their respective
successors and assigns).

9.  ACKNOWLEDGMENT.  Grantors  acknowledge  receipt  of a copy of this  document
signed by  Grantors  and copies of all  documents,  instruments  and  agreements
executed in connection with this document.

         IMPORTANT:  READ BEFORE  SIGNING.  THE TERMS OF THIS DOCUMENT SHOULD BE
READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE IN RESPECT OF
ANY MORTGAGED PROPERTY IN IOWA. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED OR
INCORPORATED  BY REFERENCE IN THIS WRITTEN  INSTRUMENT  MAY BE LEGALLY  ENFORCED
WITH RESPECT OF ANY MORTGAGED PROPERTY IN IOWA. THE PARTIES MAY CHANGE THE TERMS
OF THE  MORTGAGE  ONLY BY  ANOTHER  WRITTEN  INSTRUMENT.  THIS  NOTIFICATION  IS
EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT  AGREEMENTS NOW IN EFFECT BETWEEN THE
PARTIES.


                             Signature Page

EXECUTED  as of the date  first  stated  in this  Fourth  Modification  of First
Amended and Restated Mortgage and Security Agreement.


ATTEST:

Michael B. Glazer, Assistant Secretary

ATTEST:

Michael B. Glazer, Assistant Secretary

ATTEST:

Name:
Title:


KANEB PIPE LINE OPERATING PARTNERSHIP, L.P., as KPOP and as a Grantor

By       KANEB PIPE LINE COMPANY,  General Partner

         By Edward D. Doherty, Chairman

KANEB PIPE LINE COMPANY, as General Partner and as a Grantor

         By Edward D. Doherty, Chairman


CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, formerly known as Texas Commerce Bank
National Association, as Mortgagee

         By 
         Name:
         Title: