--------------------------------------------------------------------------------

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

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2005

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission File Number 001-05083

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

           DELAWARE                                               74-1191271
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                          2435 North Central Expressway
                             Richardson, Texas 75080
          (Address of principal executive offices, including zip code)

                                 (972) 699-4000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

          Yes      X                                No
              -----------                              -----------

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).


          Yes                                       No      X
              -----------                              -----------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class of Common Stock                              Outstanding at April 29, 2005
---------------------                              -----------------------------
     No par value                                        31,739,852 shares

--------------------------------------------------------------------------------

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


FORM 10-Q
QUARTER ENDED MARCH 31, 2005
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         Page No.
                           Part I. Financial Information

Item 1.           Financial Statements (Unaudited)

<S>               <C>                                                                                     <C>
                  Condensed Consolidated Statements of Income - Three Months
                      Ended March 31, 2005 and 2004                                                          1

                  Condensed Consolidated Balance Sheets - March 31, 2005
                      and December 31, 2004                                                                  2

                  Condensed Consolidated Statements of Cash Flows - Three
                      Months Ended March 31, 2005 and 2004                                                   3

                  Notes to Condensed Consolidated Financial Statements                                       4

Item 2.           Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                                   10

Item 3.           Quantitative and Qualitative Disclosure About Market Risk                                 18

Item 4.           Controls and Procedures                                                                   18


                           Part II.  Other Information

Item 6.           Exhibits                                                                                  19

</TABLE>


<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands - Except Per Share Amounts)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                           2005           2004
                                                                                       ------------   -------------
<S>                                                                                    <C>            <C>
Revenues:
    Services                                                                           $     34,391   $      31,841
    Products                                                                                    780             323
                                                                                       ------------   -------------
        Total revenues                                                                       35,171          32,164
                                                                                       ------------   -------------
Costs and expenses:
    Operating costs                                                                          34,794          29,962
    Cost of products sold                                                                       572             181
    Depreciation and amortization                                                               978             879
    General and administrative                                                                  791             752
                                                                                       ------------   -------------
        Total costs and expenses                                                             37,135          31,774
                                                                                       ------------   -------------
Operating income (loss)                                                                      (1,964)            390
Interest income                                                                                  96              34
Interest expense                                                                               (282)           (239)
                                                                                       ------------   -------------
Income (loss) before income taxes                                                            (2,150)            185
Income tax expense                                                                             (155)            (75)
                                                                                       ------------   -------------

Net income (loss)                                                                      $     (2,305)  $         110
                                                                                       ============   =============
Earnings (loss) per common share - Basic and diluted                                   $      (0.07)  $       -
                                                                                       ============   =============


</TABLE>

            See notes to condensed consolidated financial statements.
                                        1

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              March 31,             December 31,
                                                                                2005                    2004
                                                                          ---------------        ------------------
                                                                            (Unaudited)
<S>                                                                        <C>                     <C>
            ASSETS
Current assets:
    Cash and cash equivalents                                              $       17,173          $      21,598
    Accounts receivable, trade                                                     35,434                 35,470
    Receivable from businesses distributed to common
        stockholders                                                                6,617                  6,699
    Inventories                                                                    11,084                  9,131
    Prepaid expenses and other                                                      4,511                  5,283
                                                                           --------------          -------------
        Total current assets                                                       74,819                 78,181
                                                                           --------------          -------------
Property and equipment                                                             45,895                 46,571
Less accumulated depreciation and amortization                                     32,134                 32,933
                                                                           --------------          -------------
    Net property and equipment                                                     13,761                 13,638
                                                                           --------------          -------------
Excess of cost over fair value of net assets of
    acquired businesses                                                            13,802                 13,802
Deferred income taxes and other assets                                              6,190                  6,299
                                                                           --------------          -------------
                                                                           $      108,572          $     111,920
                                                                           ==============          =============

                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                      $          501          $         524
    Accounts payable                                                                5,611                  5,416
    Accrued expenses                                                               22,711                 23,416
    Accrued income taxes                                                            7,566                  7,609
                                                                           --------------          -------------
        Total current liabilities                                                  36,389                 36,965
                                                                           --------------          -------------
Long-term debt, less current portion:
    Technical services                                                             12,245                 12,250
    Information technology services                                                   248                    248
    Parent company                                                                  5,000                  5,000
                                                                           --------------          -------------
        Total long-term debt, less current portion                                 17,493                 17,498
                                                                           --------------          -------------
Other liabilities                                                                   1,023                  1,567

Commitments and contingencies

Stockholders' equity:
    Common stock, without par value                                                 4,341                  4,335
    Additional paid-in capital                                                    127,065                126,550
    Treasury stock, at cost                                                       (25,914)               (26,180)
    Retained earnings (accumulated deficit)                                       (48,604)               (46,299)
    Accumulated other comprehensive income (loss)                                  (3,221)                (2,516)
                                                                           --------------          -------------
        Total stockholders' equity                                                 53,667                 55,890
                                                                           --------------          -------------
                                                                           $      108,572          $     111,920
                                                                           ==============          =============

</TABLE>


            See notes to condensed consolidated financial statements.
                                        2


<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                       ----------------------------
                                                                                           2005           2004
                                                                                       ------------   -------------
<S>                                                                                    <C>            <C>
Operating activities:
    Net income (loss)                                                                  $     (2,305)  $         110
    Adjustments to reconcile net income (loss)
        to net cash provided by (used in) operating activities:
           Depreciation and amortization                                                        978             879
           Deferred income taxes                                                                 (2)           (788)
           Other                                                                                 71               7
           Changes in working capital components                                             (1,640)          1,846
                                                                                       ------------   -------------
               Net cash provided by (used in) operating activities                           (2,898)          2,054
                                                                                       ------------   -------------
Investing activities:
    Capital expenditures                                                                     (1,327)           (977)
    Other, net                                                                                 (160)           (228)
                                                                                       ------------   -------------
           Net cash used in investing activities                                             (1,487)         (1,205)
                                                                                       ------------   -------------
Financing activities:
    Issuance of debt                                                                            115             183
    Payments on debt                                                                           (217)         (1,077)
    Common stock issued                                                                         114              44
    Increase (decrease) in receivable from businesses
        distributed to common stockholders                                                       82             (31)
                                                                                       ------------   -------------
           Net cash provided by (used) in financing activities                                   94            (881)
                                                                                       ------------   -------------

Effect of exchange rate changes on cash                                                        (134)            (87)
                                                                                       ------------   -------------
Decrease in cash and cash equivalents                                                        (4,425)           (119)
Cash and cash equivalents at beginning of period                                             21,598          21,240
                                                                                       ------------   -------------
Cash and cash equivalents at end of period                                             $     17,173   $      21,121
                                                                                       ============   =============
Supplemental cash flow information:
    Cash paid for interest                                                             $        499   $         339
                                                                                       ============   =============
    Cash paid for income taxes                                                         $        222   $       1,069
                                                                                       ============   =============

</TABLE>

            See notes to condensed consolidated financial statements.
                                        3


<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)
--------------------------------------------------------------------------------


1.   GENERAL AND SIGNIFICANT ACCOUNTING POLICIES

     The condensed  consolidated  financial  statements  include the accounts of
     Xanser  Corporation (the "Company") and its  subsidiaries.  All significant
     intercompany transactions and balances are eliminated in consolidation. The
     unaudited condensed  consolidated  financial  statements of the Company for
     the three month periods ended March 31, 2005 and 2004 have been prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America.  Significant accounting policies followed by the Company
     are  disclosed  in the  notes  to  the  consolidated  financial  statements
     included  in the  Company's  Annual  Report on Form 10-K for the year ended
     December  31,  2004.  In the  opinion  of  the  Company's  management,  the
     accompanying condensed consolidated financial statements contain all of the
     adjustments,  consisting of normal recurring accruals, necessary to present
     fairly  the  consolidated   financial  position  of  the  Company  and  its
     consolidated  subsidiaries at March 31, 2005, and the consolidated  results
     of income and cash flows for the  periods  ended  March 31,  2005 and 2004.
     Operating  results  for the  three  months  ended  March  31,  2005 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ending December 31, 2005.

     On November 27, 2000, the Board of Directors of the Company  authorized the
     distribution of its pipeline,  terminaling and product marketing businesses
     (the  "Distribution")  to its  stockholders  in the  form of a new  limited
     liability  company,  Kaneb  Services  LLC ("KSL").  On June 29,  2001,  the
     Distribution was completed,  with each shareholder of the Company receiving
     one common share of KSL for each three shares of the Company's common stock
     held on June 20, 2001, the record date for the  Distribution,  resulting in
     the  distribution  of 10.85  million  KSL common  shares.  Pursuant  to the
     Distribution,  the Company  entered  into an agreement  (the  "Distribution
     Agreement") with KSL, whereby,  KSL is obligated to pay the Company amounts
     equal to certain  expenses and tax  liabilities  incurred by the Company in
     connection with the Distribution.  The Distribution Agreement also requires
     KSL to pay the  Company  an  amount  calculated  based  on any  income  tax
     liability of the Company that, in the sole judgment of the Company,  (i) is
     attributable  to  increases  in income tax from past years  arising  out of
     adjustments  required by federal and state tax  authorities,  to the extent
     that such increases are properly  allocable to the  businesses  that became
     part of KSL, or (ii) is  attributable  to the  distribution of KSL's common
     shares and the  operations of KSL's  businesses  prior to the  Distribution
     date. In the event of an examination of the Company by federal or state tax
     authorities, the Company will have unfettered control over the examination,
     administrative  appeal,  settlement  or  litigation  that may be  involved,
     notwithstanding that KSL has agreed to pay any additional tax. At March 31,
     2005, $6.5 million was recorded as receivable  from businesses  distributed
     to common  stockholders  pursuant  to the  provisions  of the  Distribution
     Agreement.

     In December of 2004,  the Financial  Accounting  Standards  Board  ("FASB")
     issued  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  123
     (revised 2004),  "Share-Based  Payment" ("SFAS No. 123R"),  which addresses
     the accounting for share-based payment  transactions in which an enterprise
     receives  employee  services  in  exchange  for equity  instruments  of the
     enterprise,  or  liabilities  that  are  based  on the  fair  value  of the
     enterprise's  equity  instruments or that may be settled by the issuance of
     such equity  instruments.  SFAS No. 123R  eliminates the ability to account
     for share-based compensation  transactions using the intrinsic value method
     under Accounting  Principles Board (APB) Opinion 25,  "Accounting for Stock
     Issued to  Employees",  and generally  requires that such  transactions  be
     accounted  for using a  fair-value-based  method.  The Company is currently
     evaluating   the   provisions   of  SFAS  No.  123R  to   determine   which
     fair-value-based  model and transitional provision to follow upon adoption.
     The alternatives for transition include either the modified  prospective or
     the  modified   retrospective  methods.  The  modified  prospective  method
     requires  that  compensation  expense be recorded  for all  unvested  stock
     options and restricted stock as the requisite service is rendered beginning
     with the first  quarter of  adoption.  The  modified  retrospective  method
     requires  recording  compensation  expense for stock options and restricted
     stock  beginning  with  the  first  period  restated.  Under  the  modified
     retrospective  method,  prior  periods  may be  restated  either  as of the
     beginning  of the year of adoption or for all periods  presented.  SFAS No.
     123R will be effective  for the Company  beginning in the first  quarter of
     2006.  The  impact of  adoption  on the  Company's  consolidated  financial
     statements is still being evaluated.

     In  accordance  with  the  provisions  of SFAS  No.  123,  "Accounting  for
     Stock-Based  Compensation",  the Company applies APB Opinion 25 and related
     interpretations in accounting for its stock option plans and,  accordingly,
     does not recognize compensation cost based on the fair value of the options
     granted at grant date as  prescribed  by SFAS No.  123.  The  Company  also
     applies the  disclosure  provisions of SFAS No. 123, as amended by SFAS No.
     148, "Accounting for Stock-based  Compensation - Transition and Disclosure"
     as  if  the   fair-value-based   method  had  been   applied  in  measuring
     compensation  expense. The Black-Scholes option pricing model has been used
     to estimate the value of stock options issued.

     The  following  illustrates  the effect on net income  (loss) and basic and
     diluted  earnings  (loss) per share if the fair value based method had been
     applied:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                     (in thousands - except
                                                                                        per share amounts)
<S>                                                                             <C>                <C>
      Reported net income (loss)                                                $      (2,305)     $         110

      Stock-based employee compensation expense determined
        under the fair value based method                                                 (34)               (15)
                                                                                -------------      -------------
      Pro forma net income (loss)                                               $      (2,339)     $          95
                                                                                =============      =============
      Earnings (loss) per share:
        Basic and diluted - as reported                                         $       (0.07)     $        -
                                                                                =============      =============
        Basic and diluted - pro forma                                           $       (0.07)     $        -
                                                                                =============      =============

</TABLE>

2.   COMPREHENSIVE INCOME (LOSS)

     Comprehensive  income  (loss) for the three months ended March 31, 2005 and
     2004 is as follows:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                         (in thousands)
<S>                                                                             <C>                <C>
     Net income (loss)                                                          $      (2,305)     $          110
     Other comprehensive income (loss) - foreign
        currency translation adjustment                                                  (705)               (338)
                                                                                -------------      --------------
     Comprehensive income (loss)                                                $      (3,010)     $         (228)
                                                                                =============      ==============

</TABLE>

     At March 31, 2005 and December 31, 2004,  accumulated  other  comprehensive
     income  (loss)  consisted  of  cumulative   foreign  currency   translation
     adjustments of ($2.2) million and ($2.9) million, respectively, and minimum
     pension  liability  adjustments  for  subsidiaries of $5.4 million and $5.4
     million, respectively.

3.   EARNINGS (LOSS) PER SHARE

     The following is a reconciliation  of basic and diluted earnings (loss) per
     share (in thousands, except for per share amounts):

<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                                     Average
                                                                    Net              Common            Per Share
                                                               Income (Loss)         Shares             Amount
                                                             ---------------     ---------------   ----------------
<S>                                                          <C>                          <C>      <C>
       Three Months Ended March 31, 2005
       ---------------------------------
           Basic earnings (loss) per share -
              Net income (loss)                              $        (2,305)             32,358   $          (0.07)
                                                                                                   ================
           Effect of dilutive securities                                 -                  -
                                                             ---------------     ---------------
           Diluted earnings (loss) per share -
              Net income (loss)                              $        (2,305)             32,358   $          (0.07)
                                                             ================    ===============   ================


</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                                     Average
                                                                    Net              Common            Per Share
                                                               Income (Loss)         Shares              Amount
                                                             ---------------     ---------------   ----------------
<S>                                                          <C>                          <C>      <C>
       Three Months Ended March 31, 2004
       ---------------------------------
           Basic earnings (loss) per share -
              Net income (loss)                              $           110              32,008   $          -
                                                                                                   ================
           Effect of dilutive securities                                 -                 1,056
                                                             ---------------     ---------------
           Diluted earnings (loss) per share -
              Net income (loss)                              $           110              33,064   $          -
                                                             ===============     ===============   ================

</TABLE>

     As a result  of the net loss for the three  months  ended  March 31,  2005,
     3,242,300  stock  options at a  weighted  net  average  price of $1.88 were
     excluded  from the  computation  of diluted  earnings per share because the
     effect would be anti-dilutive. Options to purchase 216,200 shares of common
     stock at a weighted average price of $2.70,  were outstanding for the three
     month  periods  ended  March  31,  2004,  but  were  not  included  in  the
     computation  of diluted  earnings per share  because the options'  exercise
     prices were greater than the average market prices of the common stock. The
     Company's 8.75% convertible  subordinated debentures were excluded from the
     computation  of diluted  earnings  per share for both three  month  periods
     ended March 31, 2005 and 2004,  because  the  conversion  price was greater
     than the market price.

4.   RETIREMENT PLAN

     One of the Company's  foreign  subsidiaries  has a defined  benefit pension
     plan covering  substantially all of its United Kingdom employees (the "U.K.
     Plan").  Net  pension  cost  for  the  U.K.  Plan  included  the  following
     components:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                         (in thousands)
<S>                                                                             <C>                <C>
       Net periodic pension cost:
           Service cost                                                         $         126      $         116
           Interest cost                                                                  942                861
           Expected return on plan assets                                              (1,020)              (892)
           Amortization of prior service cost                                             (29)               (28)
           Recognized net loss                                                            140                183
                                                                                -------------      -------------
       Net periodic pension cost                                                $         159      $         240
                                                                                =============      =============

</TABLE>
5.   CONTINGENCIES

     The Company has contingent  liabilities  resulting from litigation,  claims
     and  commitments  incident to the ordinary  course of business.  Management
     believes,  after consulting with counsel,  that the ultimate  resolution of
     such  contingencies  will  not  have a  materially  adverse  effect  on the
     financial position or results of operations or liquidity of the Company.


6.   BUSINESS SEGMENT DATA

     The Company provides  technical  services to an  international  client base
     that includes refineries, chemical plants, pipelines, offshore drilling and
     production  platforms,  steel mills, food and drink processing  facilities,
     power generation, and other process industries. Additionally, the Company's
     information  technology  services  segment  provides  consulting  services,
     hardware  sales and other related  information  management  and  processing
     services to healthcare, governmental, insurance and financial institutions.

     The Company measures segment profit as operating income.  Segment operating
     results are reported on the basis that is used  internally  for  evaluating
     segment  performance  and deciding  how to allocate  resources to segments.
     General  corporate  includes  compensation  and benefits  paid to corporate
     officers and employees,  certain insurance, legal, tax, financial reporting
     and other  administrative  costs,  including  costs of maintaining a public
     company, which are not related to specific business segments.

     Segment assets are those assets,  including  excess of cost over fair value
     of net  assets  of  acquired  businesses,  controlled  by  each  reportable
     segment. General corporate assets include corporate cash balances, deferred
     taxes and other assets not related to specific  segments.  Business segment
     data is as follows:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                         (in thousands)
<S>                                                                             <C>                <C>
     Business segment revenues:
        Technical services                                                      $      30,659      $       26,982
        Information technology services                                                 4,512               5,182
                                                                                -------------      --------------
                                                                                $      35,171      $       32,164
                                                                                =============      ==============
     Technical services segment revenues:
        Underpressure services                                                  $      12,942      $       11,485
        Turnaround services                                                            12,621              12,874
        Other services                                                                  5,096               2,623
                                                                                -------------      --------------
                                                                                $      30,659      $       26,982
                                                                                =============      ==============
     Business segment profit (loss):
        Technical services                                                      $       1,531      $        1,140
        Information technology services                                                (2,704)                  2
        General corporate                                                                (791)               (752)
                                                                                -------------      --------------
            Operating income (loss)                                                    (1,964)                390
        Interest income                                                                    96                  34
        Interest expense                                                                 (282)               (239)
                                                                                -------------      --------------
        Income (loss) before income taxes                                       $      (2,150)     $          185
                                                                                =============      ==============

</TABLE>
<TABLE>
<CAPTION>

                                                                                  March 31,          December 31,
                                                                                    2005                2004
                                                                                -------------      --------------
                                                                                          (in thousands)
<S>                                                                             <C>                <C>
     Total assets:
        Technical services                                                      $      69,135      $      69,962
        Information technology services                                                16,718             16,720
        General corporate                                                              22,719             25,238
                                                                                -------------      -------------
                                                                                $     108,572      $     111,920
                                                                                =============      =============

</TABLE>



<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations
--------------------------------------------------------------------------------


     This  discussion   should  be  read  in  conjunction   with  the  condensed
     consolidated financial statements of Xanser Corporation (the "Company") and
     notes thereto included elsewhere in this report.

     Overview

     The Company  conducts its principal  businesses  in two industry  segments,
     technical services and information technology services.

     The Company's  technical services business,  which is conducted through its
     Furmanite group of subsidiaries,  offers specialized  technical services to
     an international  base of clients located in the United States,  Europe and
     Asia-Pacific  regions.  The technical  services  business  provides on-line
     repairs of leaks in valves,  pipes and other  components of piping  systems
     and related  equipment,  typically in the  flow-process  industries.  Other
     services provided include on-site machining,  bolting and valve testing and
     repair on such systems and equipment.  In addition,  the division  provides
     hot  tapping,  fugitive  emissions  monitoring,  passive  fire  protection,
     concrete repair and heat exchanger repair.

     The Company's  information  technology services business,  Xtria,  provides
     services and related products to the healthcare industry, the financial and
     insurance  industries,  and various  governmental  agencies.  The segment's
     primary business is information technology services,  including application
     software, hardware, web hosted data processing,  networking, consulting and
     support services.

     Consolidated Results of Operations
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                      (in thousands - except
                                                                                         per share amounts)
<S>                                                                             <C>                <C>
     Revenues                                                                   $      35,171      $      32,164
                                                                                =============      =============
     Operating income (loss)                                                    $      (1,964)     $         390
                                                                                =============      =============
     Net income (loss)                                                          $      (2,305)     $         110
                                                                                =============      =============
     Earnings (loss) per common share - basic and diluted                       $       (0.07)     $         -
                                                                                =============      =============
     Capital expenditures                                                       $       1,327      $         977
                                                                                =============      =============

</TABLE>

     For the three months ended March 31, 2005,  consolidated revenues increased
     by $3.0  million,  or 9%, when  compared to the same 2004 period,  due to a
     $3.7 million increase in revenues from the technical services business (see
     "Technical Services" below), partially offset by a $0.7 million decrease in
     revenues   from  the   information   technology   services   business  (see
     "Information Technology Services" below). Consolidated operating income for
     the three  months  ended March 31, 2005  decreased  by $2.4  million,  when
     compared to the first  quarter of 2004,  due to a $2.7 million  decrease in
     operating income from the information  technology services business,  which
     is partially offset by a $0.4 million increase in operating income from the
     technical  services  business.  First quarter 2005 net income  decreased by
     $2.4  million,  compared  to the same  2004  period,  primarily  due to the
     overall decrease in operating income.

     Technical Services
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                          (in thousands)
<S>                                                                             <C>                <C>
     Revenues:
        United States                                                           $       7,108      $        7,207
        Europe                                                                         18,355              15,890
        Asia-Pacific                                                                    5,196               3,885
                                                                                -------------      --------------
            Total Revenues                                                      $      30,659      $       26,982
                                                                                =============      ==============
     Operating income (loss):
        United States                                                           $         (63)     $          107
        Europe                                                                          1,634               1,027
        Asia-Pacific                                                                      740                 524
        Headquarters                                                                     (780)               (518)
                                                                                -------------      --------------
               Total operating income                                           $       1,531      $        1,140
                                                                                =============      ==============
     Capital expenditures                                                       $         781      $          847
                                                                                =============      ==============

</TABLE>

     For the three  months  ended March 31,  2005,  revenues  for the  technical
     services business  increased by $3.7 million,  or 14%, when compared to the
     same 2004 period. In the United States, revenues decreased by $0.1 million,
     or 1%,  when  compared  to the  first  quarter  of 2004,  as  increases  in
     underpressure  services  were more than offset by decreases  in  turnaround
     services.  In Europe,  revenues  increased by $2.5  million,  or 16%,  when
     compared to the first  quarter of 2004,  due to increases in  underpressure
     and product sales, partially offset by decreases in turnaround services. In
     Asia-Pacific,  revenues increased by $1.3 million, or 34%, when compared to
     the first quarter of 2004,  due to increases in  underpressure,  turnaround
     and other process plant services.  The impact of foreign currency  exchange
     rates on first quarter 2005 revenues was not significant.

     For the three  months ended March 31, 2005,  technical  services  operating
     income  increased by $0.4  million,  or 34%, when compared to the same 2004
     period.  In the United States,  operating income decreased by $0.2 million,
     when compared to the same period in 2004, due primarily to abnormally  high
     operating  expenses.  In Europe operating income increased by $0.6 million,
     or 59%,  when  compared  to the same 2004  period,  due to  overall  higher
     revenues and higher  operating  margins.  In Asia-Pacific  operating income
     increased by $0.2  million,  or 41%, when compared to the same 2004 period,
     due also to higher  revenues and operating  margins.  The impact of foreign
     currency  exchange  rates on first  quarter 2005  operating  income was not
     significant.

     Information Technology Services
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                --------------------------------
                                                                                     2005                2004
                                                                                -------------      -------------
                                                                                          (in thousands)
<S>                                                                             <C>                <C>
     Revenues                                                                   $       4,512      $       5,182
                                                                                =============      =============
     Operating income (loss)                                                    $      (2,704)     $           2
                                                                                =============      =============
     Capital expenditures                                                       $         546      $         130
                                                                                =============      =============

</TABLE>

     For the three month  period ended March 31,  2005,  information  technology
     services revenues  decreased by $0.7 million,  or 13%, when compared to the
     three months ended March 31, 2004,  due primarily to decreases in financial
     and  insurance  services   revenues,   partially  offset  by  increases  in
     government solutions services revenues.

     For the three month  period ended March 31,  2005,  information  technology
     services  operating income decreased by $2.7 million,  when compared to the
     three months ended March 31, 2004,  due to overall  lower  service  revenue
     levels,  combined  with  substantially  higher  operating  and  general and
     administrative costs resulting from a focus on lower margin equipment sales
     with little  services work.  Revenue  efforts have been refocused on higher
     margin services offerings.

     Income Taxes

     The  Company  maintains a  valuation  allowance  to adjust the basis of net
     deferred  tax assets in  accordance  with the  provisions  of  Statement of
     Financial  Accounting  Standards  ("SFAS") No. 109  "Accounting  for Income
     Taxes".  As a result,  all domestic federal and state income taxes recorded
     for the three month  periods ended March 31, 2005 and 2004 are fully offset
     by a corresponding change in valuation allowance.

     Income tax expense  differs from the  expected  tax at statutory  rates due
     primarily to the change in valuation  allowance for deferred tax assets and
     different tax rates in the various foreign jurisdictions.

     Liquidity and Capital Resources

     Cash provided by (used in) operating activities was $(2.9) million and $2.1
     million for the three months  ended March 31, 2005 and 2004,  respectively.
     The first quarter 2005 decrease, when compared to the same 2004 period, was
     due primarily to decreases in information  technology services revenues and
     operating  income,  in addition  to normal  changes in  technical  services
     working   capital   resulting   from  the  timing  of  cash   receipts  and
     disbursements.  During the three months ended March 31, 2005, the Company's
     working capital  requirements for operations and capital  expenditures were
     funded through the use of internally generated funds.

     Capital expenditures were $1.3 million and $1.0 million for the three month
     periods ended March 31, 2005 and 2004,  respectively.  Consolidated capital
     expenditures  for the year 2005  have been  budgeted  at $3  million  to $5
     million,  depending  on the  economic  environment  and  the  needs  of the
     business.  Such expenditures,  however,  will depend on many factors beyond
     the  Company's  control,  including  demand for  services in the  technical
     services and information services businesses,  and local, state and federal
     government  regulations.  No assurance can be given that  required  capital
     expenditures will not exceed anticipated amounts during 2005 or thereafter.
     Capital expenditures (excluding  acquisitions) during the year are expected
     to be funded from existing cash and anticipated cash flows from operations.

     At March 31,  2005,  $11.5  million  was  outstanding  under a $25  million
     amended and restated bank loan agreement that provides  working capital for
     the  technical  services  segment  and is  without  recourse  to the Parent
     Company. Borrowings under the loan agreement bear interest at the option of
     the borrower at variable  rates (3.95% at March 31, 2005),  based on either
     the LIBOR rate or prime rate,  have a commitment  fee on the unused portion
     of the facility and contain  certain  financial and  operational  covenants
     with respect to the  technical  services  group,  including  percentage  of
     tangible assets and revenues related to certain  geographical areas, ratios
     of debt to cash flow,  as defined in the loan  agreement,  and cash flow to
     fixed charges and capital expenditures.  At March 31, 2005, the Company was
     in compliance  with all covenants.  The loan  agreement  matures in January
     2009 and is  secured by  substantially  all of the  tangible  assets of the
     technical services group.

     The  Parent   Company's  8.75%   subordinated   debentures   ($5.0  million
     outstanding at March 31, 2005) are convertible into shares of the Company's
     common stock at the conversion price of $5.26 per share.

     The following  schedule sets forth, by period, the Company's debt repayment
     obligations  and  material  contractual  commitments  at December 31, 2004.
     There were no material changes to the Company's  schedule of debt repayment
     obligations and material contractual  commitments from December 31, 2004 to
     March 31, 2005.

<TABLE>
<CAPTION>
                                                          Less than                                        After
                                              Total        1 year        1-3 years       4-5 years        5 years
                                           ----------     ---------      ----------     ----------      -----------
                                                                      (in thousands)
<S>                                        <C>            <C>            <C>            <C>             <C>
     Debt:
        Technical services credit
           facility                        $   11,532     $     -        $      -       $   11,532      $     -
        Parent company convertible
           subordinated debentures              5,000           -               -            5,000            -
                                           ----------     ---------      ----------     ----------      ----------
                                               16,532           -               -           16,532            -
        Capital leases                          1,490           524             822            142               2
                                           ----------     ---------      ----------     ----------      ----------
           Debt subtotal                       18,022           524             822         16,674               2
                                           ----------     ---------      ----------     ----------      ----------
        Interest on debt                        3,521           982           1,857            682            -
                                           ----------     ---------      ----------     ----------      ----------
           Debt and interest total             21,543         1,506           2,679         17,356               2
                                           ----------     ---------      ----------     ----------      ----------
     Other contractual commitments:
        Pension plan contributions              9,400           940           1,880          1,880           4,700
        Operating leases                       14,490         4,289           6,255          2,231           1,715
                                           ----------     ---------      ----------     ----------      ----------
           Total                           $   45,433     $   6,735      $   10,814     $   21,467      $    6,417
                                           ==========     =========      ==========     ==========      ==========

</TABLE>

     Interest  on  debt is  calculated  based  on  outstanding  balances,  using
     interest  rates in effect at December 31, 2004.  Estimated  annual  pension
     plan  contributions  are assumed to be  consistent  with  current  expected
     contribution levels.

     Additional information related to the sources and uses of cash is presented
     in the condensed consolidated financial statements included in this report.

     Off-Balance Sheet Transactions

     The Company was not a party to any off-balance sheet  transactions at March
     31, 2005, or for the three month periods ended March 31, 2005 and 2004.

     Critical Accounting Policies and Estimates

     The  preparation of the Company's  financial  statements in conformity with
     accounting  principles  generally  accepted in the United States of America
     requires  management  to make  estimates  and  assumptions  that affect the
     reported  amounts of assets and  liabilities  and disclosures of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Actual results could differ from those estimates.  Significant policies are
     presented  in the Notes to the  Consolidated  Financial  Statements  in the
     Company's Annual Report on Form 10-K for the year ended December 31, 2004.

     Critical  accounting  policies  are those  that are most  important  to the
     portrayal  of our  financial  position  and  results of  operations.  These
     policies  require  management's  most  difficult,   subjective  or  complex
     judgments, often employing the use of estimates about the effect of matters
     that are  inherently  uncertain.  Our  most  critical  accounting  policies
     pertain  to revenue  recognition,  allowance  for  doubtful  accounts,  the
     impairment  of excess of cost over  fair  value of net  assets of  acquired
     businesses  and income taxes.  Critical  accounting  policies are discussed
     regularly (at least quarterly) with the Company's Audit Committee.

     The technical  services  segment's revenues are based primarily on time and
     materials and are generally  short term in nature.  Revenues are recognized
     when services to customers  have been rendered or when products are shipped
     and risk of ownership is passed to the  customer.  The  technical  services
     business  provides  limited  warranties  to customers,  depending  upon the
     service performed.  Warranty claim costs were not material during the three
     month periods ended March 31, 2005 and 2004.

     The Company's  information  technology  services  segment  includes revenue
     recognized under multiple element  arrangements  with its customers,  which
     requires the use of significant judgments and estimates by management.  The
     accounting policies for revenue  recognition in the information  technology
     services  segment comply with Emerging Issues Task Force ("EITF") Issue No.
     00-21,  "Revenue  Arrangements  with Multiple  Deliverables" and with AICPA
     Statement of Position ("SOP") No. 97-2 "Software Revenue Recognition". ETIF
     No. 00-21 provides guidance on how to account for arrangements that involve
     the delivery or performance of multiple products, services and/or rights to
     use  assets.  SOP No. 97-2  requires  revenue to be  recognized  only after
     software  is  delivered,  all  significant  obligations  of the Company are
     fulfilled, and all significant  uncertainties regarding customer acceptance
     have expired.  In addition,  the information  technology services segment's
     revenues  under  long-term  service  contracts  are  accounted  for using a
     proportional  performance method or on a straight-line  basis in accordance
     with the Securities and Exchange  Commission's  Staff  Accounting  Bulletin
     ("SAB") No. 101 "Revenue Recognition in Financial  Statements",  as amended
     by SAB No. 104.

     The  Company's  technical  services  and  information  technology  services
     businesses  evaluate and adjust allowances for doubtful accounts receivable
     through a continuous process of assessing accounts  receivable  balances on
     individual  customers and on an overall  basis.  This process  consists of,
     among other tasks, a review of historical  collection  experience,  current
     aging status and financial condition of customers. As this process involves
     a significant  amount of judgment and  estimation,  and sometimes  involves
     significant  dollar amounts,  actual write-offs could differ from estimated
     amounts, which could have a material effect on the results of operations of
     the Company.

     The Company  follows the  provisions  of Statement of Financial  Accounting
     Standards  ("SFAS") No. 142, which eliminated the amortization for goodwill
     (excess of cost over fair value of net assets of acquired  businesses)  and
     other  intangible  assets  with  indefinite  lives.  Under  SFAS  No.  142,
     intangible  assets with lives  restricted by  contractual,  legal, or other
     means will continue to be amortized  over their useful  lives.  As of March
     31, 2005,  the Company had no  intangible  assets  subject to  amortization
     under SFAS No. 142.  Goodwill  and other  intangible  assets not subject to
     amortization  are tested for  impairment  annually  or more  frequently  if
     events or  changes  in  circumstances  indicate  that the  assets  might be
     impaired.  SFAS No. 142 requires a two-step process for testing impairment.
     First,  the fair value of each  reporting  unit is compared to its carrying
     value to  determine  whether an  indication  of  impairment  exists.  If an
     impairment  is  indicated,  then  second,  the  implied  fair  value of the
     reporting unit's goodwill is determined by allocating the unit's fair value
     to its  assets  and  liabilities  (including  any  unrecognized  intangible
     assets)  as  if  the  reporting  unit  had  been  acquired  in  a  business
     combination.  The amount of  impairment  for goodwill and other  intangible
     assets is  measured  as the excess of its  carrying  value over its implied
     fair value.  Based on valuations  and analysis  performed by the Company at
     December 31, 2004, no impairment charge was required. Future evaluations of
     the fair value of goodwill  and other  intangible  assets are  dependent on
     many factors, several of which are out of the Company's control,  including
     the demand  for  services  provided.  To the  extent  that such  factors or
     conditions  change, it is possible that future  impairments could occur (up
     to the current goodwill carrying value of $13.8 million),  which could have
     a material effect on the results of operations of the Company.

     At March 31, 2005, the Company had a significant amount of net deferred tax
     assets,  which consisted  principally of net operating loss  carryforwards,
     alternative  minimum tax credit  carryforwards  and  temporary  differences
     resulting from  differences in the tax and book basis of certain assets and
     liabilities.  The net operating loss carryforwards available as of December
     31, 2004 expire, if unused, as follows:  $1.2 million in 2006; $3.0 million
     in 2007; $13.4 million in 2022; $10.9 million in 2023; and, $1.2 million in
     2024. The alternative  minimum tax credit  carryforwards have no expiration
     date.  Based on evaluations  performed by the Company  pursuant to SFAS No.
     109 in the fourth quarter of 2003, a non-cash valuation  allowance of $12.1
     million was provided  with respect to the  Company's  federal and state net
     deferred tax assets.  The  utilization of net operating loss  carryforwards
     and  alternative  minimum  tax  credit  carryforwards  could be  subject to
     limitation  in the event of a change in  ownership,  as  defined in the tax
     laws. To the extent that factors or conditions  change, it is possible that
     reductions in the non-cash  valuation  allowance  could occur,  which could
     have a material effect on the results of operating of the Company.

     Recent Accounting Pronouncement

     In December of 2004, the Financial  Accounting  Standards Board issued SFAS
     No. 123 (revised  2004),  "Share-Based  Payment"  ("SFAS No. 123R"),  which
     addresses the accounting for share-based  payment  transactions in which an
     enterprise receives employee services in exchange for equity instruments of
     the  enterprise,  or  liabilities  that are based on the fair  value of the
     enterprise's  equity  instruments or that may be settled by the issuance of
     such equity  instruments.  SFAS No. 123R  eliminates the ability to account
     for share-based compensation  transactions using the intrinsic value method
     under Accounting  Principles Board Opinion 25, "Accounting for Stock Issued
     to Employees",  and generally  requires that such transactions be accounted
     for using a fair-value-based  method.  The Company is currently  evaluating
     the provisions of SFAS No. 123R to determine which  fair-value-based  model
     and  transitional  provision to follow upon adoption.  The alternatives for
     transition  include  either  the  modified   prospective  or  the  modified
     retrospective  methods.  The  modified  prospective  method  requires  that
     compensation  expense  be  recorded  for all  unvested  stock  options  and
     restricted  stock as the requisite  service is rendered  beginning with the
     first  quarter of adoption.  The  modified  retrospective  method  requires
     recording  compensation  expense  for stock  options and  restricted  stock
     beginning with the first period restated.  Under the modified retrospective
     method,  prior  periods may be restated  either as of the  beginning of the
     year of  adoption  or for all  periods  presented.  SFAS No.  123R  will be
     effective  for the  Company  beginning  in the first  quarter of 2006.  The
     impact of adoption on the Company's  consolidated  financial  statements is
     still being evaluated.




<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


--------------------------------------------------------------------------------


Item 3. Quantitative and Qualitative Disclosure About Market Risk

The principal market risks pursuant to this Item (i.e., the risk of loss arising
from the  adverse  changes in market  rates and  prices) to which the Company is
exposed are interest rates on the Company's  debt and investment  portfolios and
fluctuations in foreign currency.

The Company  centrally  manages its debt and investment  portfolios  considering
investment  opportunities  and risks,  tax  consequences  and overall  financing
strategies.  The Company's  investment  portfolio  consists of cash equivalents;
accordingly,   the  carrying  amounts  approximate  fair  value.  The  Company's
investments  are not material to the financial  position or  performance  of the
Company.  Assuming  variable rate debt of $11.5 million at March 31, 2005, a one
percent  increase in interest rates would increase  annual  interest  expense by
approximately $0.1 million.

A  significant  portion  of  the  technical  services  business  is  exposed  to
fluctuations in foreign currency  exchange rates. See  "Management's  Discussion
and  Analysis  of  Financial  Condition  and Results of  Operations  - Technical
Services".  Based on annual 2004 foreign  currency-based  revenues and operating
income  of  $90.6  million  and  $10.6  million,  respectively,  a  one  percent
fluctuation  of all  applicable  foreign  currencies  would  result in an annual
change in  revenues  and  operating  income of $0.9  million  and $0.1  million,
respectively.


Item 4. Controls and Procedures

The Company's principal executive officer and principal financial officer, after
evaluating as of March 31, 2005, the  effectiveness of the Company's  disclosure
controls and  procedures  (as defined in Rules  13a-15(e)  and  15d-15(e) of the
Securities  Exchange Act of 1934),  have  concluded  that, as of such date,  the
Company's  disclosure  controls and  procedures  are  adequate and  effective to
ensure that material  information  relating to the Company and its  consolidated
subsidiaries would be made known to them by others within those entities.

During the first  quarter of 2005,  there have been no changes in the  Company's
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially  affect,  those internal controls over financial
reporting  subsequent to the date of the evaluation.  As a result, no corrective
actions were required or undertaken.


<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


--------------------------------------------------------------------------------

                           Part II - Other Information

Item 6. Exhibits

     (a)  Exhibits.

          3.1  Restated  Certificate of Incorporation  of the Registrant,  dated
               September  26, 1979,  filed as Exhibit 3.1 of the exhibits to the
               Registrant's  Registration  Statement on Form S-16, which exhibit
               is hereby incorporated by reference.

          3.2  Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation  of the Registrant,  dated April 30, 1981, filed as
               Exhibit 3.2 of the exhibits to the Registrant's  Annual Report on
               Form 10-K ("Form  10-K") for the year ended  December  31,  1981,
               which exhibit is hereby incorporated by reference.

          3.3  Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation  of the  Registrant,  dated May 28, 1985,  filed as
               Exhibit 4.1 of the exhibits to the Registrant's  Quarterly Report
               on Form 10-Q ("Form  10-Q") for the quarter  ended June 30, 1985,
               which exhibit is hereby incorporated by reference.

          3.4  Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation of the Registrant,  dated September 17, 1985, filed
               as Exhibit 4.1 of the exhibits to the Registrant's  Form 10-Q for
               the quarter  ended  September  30, 1985,  which exhibit is hereby
               incorporated by reference.

          3.5  Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation  of the Registrant,  dated July 10, 1990,  filed as
               Exhibit 3.5 of the exhibits to the Registrant's Form 10-K for the
               year  ended   December   31,  1990,   which   exhibit  is  hereby
               incorporated by reference.

          3.6  Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation of the Registrant,  dated September 21, 1990, filed
               as Exhibit 3.5 of the exhibits to the Registrant's  Form 10-Q for
               the quarter  ended  September  30, 1990,  which exhibit is hereby
               incorporated by reference.

          3.7  Certificate   of  Amendment  to  the  Restated   Certificate   of
               Incorporation  of the Registrant,  dated August 8, 2001, filed as
               Exhibit 3.1 to the Registrant's  Current Report on Form 8-K filed
               on August  22,  2001,  which  exhibit is hereby  incorporated  by
               reference.

          3.8  By-laws of the  Registrant,  as amended  and  restated  March 10,
               2005, filed as exhibit 3.8 to Registrant's Form 10-K for the year
               ended December 31, 2004, which exhibit is hereby  incorporated by
               reference.   4.1  Certificate  of  Designation   related  to  the
               Registrant's  Adjustable Rate Cumulative Class A Preferred Stock,
               filed as Exhibit 4 of the exhibits to the Registrant's  Form 10-Q
               for the quarter ended September 30, 1983, which exhibit is hereby
               incorporated by reference.

          4.2  Certificate of Designation, Preferences and Rights related to the
               Registrant's Series B Junior Participating Preferred Stock, filed
               as  Exhibit  4.2 to the  Registrant's  10-K  for the  year  ended
               December  31,  1998,  which  exhibit  is  incorporated  herein by
               reference.

          4.3  Certificate of Designation related to the Registrant's Adjustable
               Rate Cumulative  Class A Preferred  Stock,  Series C, dated April
               23, 1991,  filed as Exhibit 4.4 of the  exhibits to  Registrant's
               Form 10-K for the year ended December 31, 1991,  which exhibit is
               hereby incorporated by reference.

          4.4  Certificate of Designation related to the Registrant's Adjustable
               Rate Cumulative Class A Preferred Stock, Series F, dated June 12,
               1997,  filed as Exhibit 4.4 of the Exhibits to Registrant's  Form
               10-K for the year  ended  December  31,  1997,  which  exhibit is
               hereby incorporated by reference.

          4.5  Indenture  between  Moran  Energy Inc.  ("Moran")  and First City
               National Bank of Houston ("First City"),  dated January 15, 1984,
               under  which  Moran  issued the 8 3/4%  Convertible  Subordinated
               Debentures due 2008, filed as Exhibit 4.1 to Moran's Registration
               Statement on Form S-3 (SEC File No.  2-81227),  which  exhibit is
               hereby incorporated by reference.

          4.6  First  Supplemental  Indenture  between the  Registrant and First
               City,  dated as of March 20,  1984,  under  which the  Registrant
               assumed  obligations  under the  Indenture  listed as Exhibit 4.5
               above, filed as Exhibit 4.7 of the Registrant's Form 10-K for the
               year  ended   December   31,  1983,   which   exhibit  is  hereby
               incorporated by reference.

          31.1 Certification of Chief Executive Officer, Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002, dated May 12, 2005.

          31.2 Certification of Chief Financial Officer, Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002, dated May 12, 2005.

          32.1 Certification  of Chief  Executive  Officer,  Pursuant to Section
               906(a) of the Sarbanes-Oxley Act of 2002, dated May 12, 2005.

          32.2 Certification  of Chief  Financial  Officer,  Pursuant to Section
               906(a) of the Sarbanes-Oxley Act of 2002, dated May 12, 2005.


<PAGE>
                                    Signature


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


                                     XANSER CORPORATION
                                     (Registrant)


Date:  May 12, 2005                     //s//  HOWARD C. WADSWORTH
                                    --------------------------------------------
                                    Howard C. Wadsworth
                                    Vice President, Treasurer and Secretary
                                    (Principal Financial Officer and
                                    Duly Authorized Officer)


<PAGE>
                                                                    Exhibit 31.1


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, John R. Barnes, Chief Executive Officer of Xanser Corporation, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Xanser Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   [intentionally omitted pursuant to SEC Release No. 34-47986];

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period cover by this quarterly report, based on such
          evaluation; and

     d)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.



Date: May 12, 2005



                                               //s//  JOHN R. BARNES
                                    --------------------------------------------
                                    John R. Barnes
                                    President and Chief Executive Officer


<PAGE>
                                                                    Exhibit 31.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Howard C. Wadsworth,  Chief Financial Officer of Xanser Corporation,  certify
that:

1.   I have reviewed this quarterly report on Form 10-Q of Xanser Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   [intentionally omitted pursuant to SEC Release No. 34-47986];

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the effectiveness of the disclosure controls and procedures,  as
          of the end of the period cover by this quarterly report, based on such
          evaluation; and

     d)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.


Date: May 12, 2005



                                      //s// HOWARD C. WADSWORTH
                                   ---------------------------------------------
                                   Howard C. Wadsworth
                                   Vice President, Treasurer and Secretary
                                   (Chief Financial Officer)



<PAGE>
                                                                    Exhibit 32.1



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
          PURSUANT TO SECTION 906(A) OF THE SARBANES-OXLEY ACT OF 2002



     The undersigned,  being the Chief Executive  Officer of Xanser  Corporation
(the "Company") hereby certifies that, to his knowledge, the Company's Quarterly
Report on Form 10-Q for the three months  ended March 31,  2005,  filed with the
United States  Securities and Exchange  Commission  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 (15 U.S.C.  78m or 78o(d)),  fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 and that  information  contained in such  Quarterly  Report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.

     This written  statement is being  furnished to the  Securities and Exchange
Commission  as an exhibit to such Form 10-Q.  A signed  original of this written
statement  required by Section 906 has been provided to Xanser  Corporation  and
will be retained by Xanser  Corporation  and  furnished  to the  Securities  and
Exchange Commission or its staff upon request.

Date:    May 12, 2005



                                            //s//  JOHN R. BARNES
                                         ---------------------------------------
                                         John R. Barnes
                                         President and Chief Executive Officer




<PAGE>
                                                                    Exhibit 32.2



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
          PURSUANT TO SECTION 906(A) OF THE SARBANES-OXLEY ACT OF 2002



     The undersigned,  being the Chief Financial  Officer of Xanser  Corporation
(the "Company") hereby certifies that, to his knowledge, the Company's Quarterly
Report on Form 10-Q for the three months  ended March 31,  2005,  filed with the
United States  Securities and Exchange  Commission  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 (15 U.S.C.  78m or 78o(d)),  fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 and that  information  contained in such  Quarterly  Report
fairly presents,  in all material respects,  the financial condition and results
of operations of the Company.

     This written  statement is being  furnished to the  Securities and Exchange
Commission  as an exhibit to such Form 10-Q.  A signed  original of this written
statement  required by Section 906 has been provided to Xanser  Corporation  and
will be retained by Xanser  Corporation  and  furnished  to the  Securities  and
Exchange Commission or its staff upon request.

Date:    May 12, 2005



                                       //s// HOWARD C. WADSWORTH
                                     -------------------------------------------
                                     Howard C. Wadsworth
                                     Vice President, Treasurer and Secretary
                                     (Chief Financial Officer)