--------------------------------------------------------------------------------
                       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, 2003

                                       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 30, 2003
---------------------                              -----------------------------
     No par value                                       31,568,740 shares

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


<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


FORM 10-Q
QUARTER ENDED MARCH 31, 2003
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                                                                                           Page No.
                           Part I. Financial Information

<S>               <C>                                                                                      <C>
Item 1.           Financial Statements (Unaudited)

                  Condensed Consolidated Statements of Operations - Three Months
                      Ended March 31, 2003 and 2002                                                          1

                  Condensed Consolidated Balance Sheets - March 31, 2003
                      and December 31, 2002                                                                  2

                  Condensed Consolidated Statements of Cash Flows - Three
                      Months Ended March 31, 2003 and 2002                                                   3

                  Notes to Condensed Consolidated Financial Statements                                       4

Item 2.           Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                                   11

Item 3.           Quantitative and Qualitative Disclosure About Market Risk                                 15

Item 4.           Controls and Procedures                                                                   15


                           Part II.  Other Information

Item 6.           Exhibits and Reports on Form 8-K                                                          16


</TABLE>

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

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


<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                 March 31,
                                                                                       ----------------------------
                                                                                           2003           2002
                                                                                       ------------   -------------
<S>                                                                                    <C>            <C>
Revenues:
    Services                                                                           $     28,861   $      26,873
    Products                                                                                  3,363           1,295
                                                                                       ------------   -------------
        Total revenues                                                                       32,224          28,168
                                                                                       ------------   -------------
Costs and expenses:
    Operating costs                                                                          27,390          26,504
    Cost of products sold                                                                     2,707           1,231
    Depreciation and amortization                                                             1,094             884
    General and administrative                                                                  807             945
                                                                                       ------------   -------------
        Total costs and expenses                                                             31,998          29,564
                                                                                       ------------   -------------
Operating income (loss)                                                                         226          (1,396)
Interest income                                                                                  90             137
Interest expense                                                                               (359)           (510)
                                                                                       ------------   -------------
Income (loss) before income taxes and cumulative
    effect of change in accounting principle                                                    (43)         (1,769)
Income tax benefit                                                                              186             855
                                                                                       ------------   -------------
Income (loss) before cumulative effect of change
    in accounting principle                                                                     143            (914)
Cumulative effect of change in accounting principle
    - adoption of new accounting standard for
       goodwill, net of income taxes                                                            -           (45,269)
                                                                                       ------------   -------------
Net income (loss)                                                                      $        143   $     (46,183)
                                                                                       ============   =============
Earnings (loss) per common share - Basic and diluted:
    Before cumulative effect of change in accounting principle                         $      -       $       (0.03)
    Cumulative effect of change in accounting principle                                       -               (1.36)
                                                                                       ------------   -------------
                                                                                       $      -       $       (1.39)
                                                                                       ============   =============

</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,
                                                                                2003                    2002
                                                                          ---------------        ------------------
                                                                             (Unaudited)
            ASSETS
<S>                                                                        <C>                     <C>
Current assets:
    Cash and cash equivalents                                              $       27,397          $      25,624
    Accounts receivable, trade                                                     31,622                 36,208
    Receivable from businesses distributed to common
        shareholders                                                                7,648                  7,412
    Inventories                                                                     7,759                  8,424
    Prepaid expenses and other                                                      3,868                  5,264
                                                                           --------------          -------------
        Total current assets                                                       78,294                 82,932
                                                                           --------------          -------------
Property and equipment                                                             39,648                 38,830
Less accumulated depreciation and amortization                                     25,633                 24,875
                                                                           --------------          -------------
    Net property and equipment                                                     14,015                 13,955
                                                                           --------------          -------------

Excess of cost over fair value of net assets of
    acquired businesses                                                            13,802                 13,802
Deferred income taxes and other assets                                             17,932                 16,958
                                                                           --------------          -------------
                                                                           $      124,043          $     127,647
                                                                           ==============          =============

               LIABILITIES AND EQUITY
Current liabilities:
    Current portion of long-term debt                                      $          793          $         747
    Accounts payable                                                                3,420                  3,919
    Accrued expenses                                                               17,853                 21,419
    Accrued income taxes                                                           10,214                  9,792
                                                                           --------------          -------------
        Total current liabilities                                                  32,280                 35,877
                                                                           --------------          -------------
Long-term debt, less current portion:
    Technical services                                                             18,284                 18,479
    Parent company                                                                  9,930                  9,930
                                                                           --------------          -------------
        Total long-term debt, less current portion                                 28,214                 28,409
                                                                           --------------          -------------
Other liabilities                                                                   1,890                  1,812

Commitments and contingencies

Stockholders' equity:
    Common stock, without par value                                                 4,333                  4,333
    Additional paid-in capital                                                    126,598                126,675
    Treasury stock, at cost                                                       (26,322)               (26,390)
    Accumulated deficit                                                           (35,447)               (35,590)
    Accumulated other comprehensive income (loss)                                  (7,503)                (7,479)
                                                                           --------------          -------------
    Total stockholders' equity                                                     61,659                 61,549
                                                                           --------------          -------------
                                                                           $      124,043          $     127,647
                                                                           ==============          =============
</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,
                                                                                       ----------------------------
                                                                                           2003           2002
                                                                                       ------------   -------------

<S>                                                                                    <C>            <C>
Operating activities:
    Net income (loss)                                                                  $        143   $     (46,183)
    Adjustments to reconcile net income (loss)
        to net cash provided by operating activities:
           Depreciation and amortization                                                      1,094             884
           Deferred income taxes                                                               (796)           (708)
           Cumulative effect of change in accounting principle                                 -             45,269
           Other                                                                                 92              64
           Changes in working capital components                                              2,751           2,142
                                                                                       ------------   -------------
               Net cash provided by operating activities                                      3,284           1,468
                                                                                       ------------   -------------
Investing activities:
    Capital expenditures                                                                     (1,228)         (1,324)
    Other                                                                                        80            (307)
                                                                                       ------------   -------------
           Net cash used in investing activities                                             (1,148)         (1,631)
                                                                                       ------------   -------------
Financing activities:
    Issuance of debt and capital leases                                                         211             851
    Payments on debt and capital leases                                                        (315)        (11,669)
    Common stock issued and other                                                               (23)            285
    Decrease (increase) in receivable from businesses
        distributed to common shareholders                                                     (236)         10,312
                                                                                       ------------   -------------
           Net cash used in financing activities                                               (363)           (221)
                                                                                       ------------   -------------
Increase (decrease) in cash and cash equivalents                                              1,773            (384)
Cash and cash equivalents at beginning of period                                             25,624          29,545
                                                                                       ------------   -------------
Cash and cash equivalents at end of period                                             $     27,397   $      29,161
                                                                                       ============   =============
Supplemental cash flow information:
    Cash paid for interest                                                             $        652   $       1,326
                                                                                       ============   =============
    Cash paid for income taxes                                                         $        147   $         393
                                                                                       ============   =============
</TABLE>

            See notes to condensed consolidated financial statements.
                                        3

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

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

1.   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, 2003 and 2002,  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,  2002.  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, 2003 and the consolidated results of
     their  operations  and cash flows for the periods  ended March 31, 2003 and
     2002.  Operating  results for the three months ended March 31, 2003 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ending December 31, 2003.

     In December of 2002,  the FASB issued  Statement  of  Financial  Accounting
     Standards     ("SFAS")    No.    148,     "Accounting    for    Stock-Based
     Compensation-Transition  and  Disclosure."  SFAS No. 148, which amends SFAS
     No. 123,  provides for  alternative  methods of transition  for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based
     employee  compensation  and requires  additional  disclosures in annual and
     interim  financial  statements  regarding  the  method  of  accounting  for
     stock-based  employee  compensation  and the effect of the  method  used on
     financial results.

     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 the grant date as  prescribed  by SFAS 123.  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,
                                                                                ---------------------------------
                                                                                    2003                2002
                                                                                -------------      --------------
                                                                                         (in thousands)

<S>                                                                             <C>                <C>
      Reported net income (loss)                                                $         143      $     (46,183)

      Stock-based employee compensation expense determined
        under the fair value based method, net of income taxes                            (21)               (99)
                                                                                -------------      --------------
      Pro forma net income (loss)                                               $         122      $     (46,282)
                                                                                =============      =============

      Earnings (loss) per share:
        Basic and diluted - as reported                                         $       -          $       (1.39)
                                                                                =============      =============
        Basic and diluted - pro forma                                           $       -          $       (1.39)
                                                                                =============      =============
</TABLE>


2.   COMPREHENSIVE INCOME

     Comprehensive  income  (loss) for the three months ended March 31, 2003 and
     2002 is as follows:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                ---------------------------------
                                                                                    2003                2002
                                                                                -------------      --------------
                                                                                         (in thousands)

<S>                                                                             <C>                <C>
     Net income (loss)                                                          $         143      $      (46,183)
     Other comprehensive income (loss)
        - foreign currency translation adjustment                                         (24)               (381)
                                                                                -------------      --------------
     Comprehensive income (loss)                                                $         119      $      (46,564)
                                                                                =============      ==============
</TABLE>

     At March 31, 2003 and December 31, 2002,  accumulated  other  comprehensive
     loss consists of cumulative  foreign  currency  translation  adjustments of
     $1.3 million and minimum pension liability  adjustments for subsidiaries of
     $6.2 million.

3.   EARNINGS PER SHARE

     The following is a reconciliation  of Basic and Diluted earnings (loss) per
     share  before  cumulative  effect  of change in  accounting  principle  (in
     thousands, except for per share amounts):
<TABLE>
<CAPTION>

                                                                                    Weighted
                                                                    Net              Average
                                                                  Income             Common            Per Share
                                                                  (loss)             Shares             Amount
                                                             ---------------     ---------------   ----------------
 <S>                                                          <C>                  <C>              <C>
      Three Months Ended March 31, 2003
       ---------------------------------
           Basic earnings per share -
              Income (loss) before cumulative effect
              of change in accounting principle              $           143              31,993   $          -
                                                                                                   ================

           Effect of dilutive securities                                 -                   591
                                                             ---------------     ---------------
           Diluted earnings per share -
              Income (loss) before cumulative effect
              of change in accounting principle              $           143              32,584   $          -
                                                             ===============     ===============   ================

       Three Months Ended March 31, 2002
       ---------------------------------
           Basic earnings per share -
              Income (loss) before cumulative effect
              of change in accounting principle              $          (914)             33,332   $          (.03)
                                                                                                   ===============

           Effect of dilutive securities                                 -                   -
                                                             ---------------     ---------------
           Diluted earnings per share -
              Income (loss) before cumulative effect
              of change in accounting principle              $          (914)             33,332   $          (.03)
                                                             ===============     ===============   ===============
</TABLE>

     The Company's 8.75% convertible  subordinated debentures were excluded from
     the  computation of diluted  earnings per share for the periods ended March
     31,  2003 and 2002,  because  the  effect of  assumed  conversion  would be
     anti-dilutive.  Options to purchase  1,600,728  shares of common stock at a
     weighted  average price of $2.40 were  outstanding  at March 31, 2003,  but
     were not included in the computation of diluted  earnings per share because
     the options'  exercise  price was greater than the average  market price of
     the  common  stock.  Additionally,  as a result of the loss  applicable  to
     common stock for the period ended March 31,  2002,  all stock  options were
     excluded  from the  computation  of diluted  earnings per share because the
     effects would be anti-dilutive.

4.   CONTINGENCIES

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


5.   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 governmental, healthcare, insurance and financial institutions.
     General corporate  includes  compensation and benefits paid to officers and
     employees of the Company,  insurance  premiums,  general and administrative
     costs,  tax and  financial  reporting  costs,  legal  and  audit  fees  not
     reasonably  allocable  to specific  business  segments.  General  corporate
     assets  include  cash,  deferred  taxes and other assets not related to its
     segments.

     The Company measures segment profit as operating  income.  Total assets are
     those  assets,  including  the excess of cost over fair  value of  acquired
     businesses, controlled by each reportable segment. Business segment data is
     as follows:
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                ---------------------------------
                                                                                    2003                2002
                                                                                -------------      --------------
                                                                                        (in thousands)
<S>                                                                             <C>                <C>
     Business segment revenues:
        Technical services                                                      $      23,008      $       20,469
        Information technology services                                                 9,216               7,699
                                                                                -------------      --------------
                                                                                $      32,224      $       28,168
                                                                                =============      ==============
     Technical services segment revenues:
        Underpressure services                                                  $      10,815      $        9,964
        Turnaround services                                                             9,940               8,596
        Other services                                                                  2,253               1,909
                                                                                -------------      --------------
                                                                                $      23,008      $       20,469
                                                                                =============      ==============
     Business segment profit (loss):
        Technical services                                                      $       1,341      $          213
        Information technology services                                                  (308)               (664)
        General corporate                                                                (807)               (945)
                                                                                -------------      --------------
            Operating income (loss)                                                       226              (1,396)
        Interest income                                                                    90                 137
        Interest expense                                                                 (359)               (510)
                                                                                -------------      --------------
        Income (loss) before income taxes and cumulative
            effect of change in accounting principle                            $         (43)     $       (1,769)
                                                                                =============      ==============

</TABLE>
<TABLE>
<CAPTION>
                                                                                  March 31,         December 31,
                                                                                    2003                2002
                                                                                -------------      --------------
                                                                                          (in thousands)
<S>                                                                             <C>                <C>
     Total assets:
        Technical services                                                      $      61,754      $       63,319
        Information technology services                                                22,288              26,956
        General corporate                                                              40,001              37,372
                                                                                -------------      --------------
                                                                                $     124,043      $      127,647
                                                                                =============      ==============
</TABLE>


6.   EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF ACQUIRED BUSINESSES

     Effective January 1, 2002, the Company adopted SFAS No. 142,  "Goodwill and
     Other  Intangible  Assets",  which eliminates 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, 2003,  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  independent
     valuation  consultants  and the Company in the first  quarter of 2002,  the
     Company determined that the carrying value of its goodwill exceeded implied
     fair value, and therefore,  the Company  recorded a non-cash charge,  after
     income  taxes,  of $45.3  million as the  cumulative  effect of a change in
     accounting  principle.  No  impairment  charge  was  appropriate  under the
     previous  goodwill  impairment  standard (SFAS No. 121), which was based on
     undiscounted cash flows.  Based on valuations and analysis performed by the
     Company at December 31, 2002 (the annual  evaluation  date),  no additional
     impairment charge was required.

     The changes in the carrying amount of excess of cost over fair value of net
     assets of acquired businesses is as follows (in thousands):

<TABLE>
<CAPTION>
<S>                                                                             <C>
     Excess of cost over fair value of net assets of acquired
        businesses at December 31, 2001                                         $      61,054
     Cumulative effect of change in accounting principle
        recorded in the first quarter of 2002                                         (47,252)
                                                                                -------------
     Excess of cost over fair value of net assets of acquired
        businesses at March 31, 2003 and December 31, 2002                      $      13,802
                                                                                =============
</TABLE>


7.   ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

     Effective January 1, 2003, the Company adopted SFAS No. 143 "Accounting for
     Asset  Retirement  Obligations",  which  establishes  requirements  for the
     removal-type costs associated with asset retirements.  The initial adoption
     of SFAS No. 143 had no effect on the consolidated  financial  statements of
     the Company.

     Effective  January 1, 2003 the Company adopted SFAS No. 146 "Accounting for
     Costs  Associated  with Exit or Disposal  Activities",  which  requires all
     restructurings  initiated after December 31, 2002 be recorded when they are
     incurred  and can be measured at fair value.  The initial  adoption of SFAS
     No.  146 had no  effect on the  consolidated  financial  statements  of the
     Company.

     The  Company  has adopted the  provisions  of FASB  Interpretation  No. 45,
     "Guarantor's   Accounting  and  Disclosure   Requirements   of  Guarantees,
     Including Indirect  Guarantees of Indebtedness to Others, an interpretation
     of  FASB  Statements  No.  5,  57,  and  107,  and  a  rescission  of  FASB
     Interpretation No. 34." This  interpretation  elaborates on the disclosures
     to be made by a guarantor  in its interim and annual  financial  statements
     about its obligations  under guarantees  issued.  The  interpretation  also
     clarifies  that a guarantor  is required to  recognize,  at  inception of a
     guarantee, a liability for the fair value of the obligation undertaken. The
     initial  recognition and measurement  provisions of the  interpretation are
     applicable to guarantees  issued or modified  after  December 31, 2002. The
     initial   application  of  this   interpretation   had  no  effect  on  the
     consolidated financial statements of the Company.

     The  Company  has adopted the  provisions  of FASB  Interpretation  No. 46,
     "Consolidation of Variable Interest Entities,  an interpretation of ARB No.
     51."  This   interpretation   addressed  the   consolidation   by  business
     enterprises of variable interest entities as defined in the interpretation.
     The  interpretation  applies  immediately to variable interests in variable
     interest entities created after January 31, 2003, and to variable interests
     in  variable  interest  entities  obtained  after  January  31,  2003.  The
     interpretation  requires certain disclosures in financial statements issued
     after January 31, 2003. The initial  application of this interpretation had
     no effect on the consolidated financial statements of the Company.




<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.

     Operating Results:

     Technical Services

     This business segment provides specialized services, including leak sealing
     underpressure,  on-site  machining,  safety and relief  valve  testing  and
     repair,  passive fire protection and fugitive emissions  inspections to the
     process and power industry worldwide.

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                ---------------------------------
                                                                                    2003                2002
                                                                                -------------      --------------
                                                                                         (in thousands)
<S>                                                                             <C>                <C>
     Revenues:
        United States                                                           $       6,113      $        7,252
        Europe                                                                         13,868              10,637
        Asia-Pacific                                                                    3,027               2,580
                                                                                -------------      --------------
            Total Revenues                                                      $      23,008      $       20,469
                                                                                =============      ==============

     Operating income (loss):
        United States                                                           $         130      $         (135)
        Europe                                                                          1,430                 666
        Asia-Pacific                                                                      321                 123
        Headquarters                                                                     (540)               (441)
                                                                                -------------      --------------
               Total operating income                                           $       1,341      $          213
                                                                                =============      ==============
     Capital expenditures,
        excluding acquisitions                                                  $         609      $          631
                                                                                =============      ==============
</TABLE>


     For the three  months  ended March 31, 2003,  revenues  from the  technical
     services business  increased by $2.5 million,  or 12%, when compared to the
     same 2002 period. In the United States, first quarter revenues decreased by
     $1.1 million, or 16%, compared to the same period in 2002, due to decreases
     in underpressure and turnaround services,  resulting from decisions to exit
     non-performing  contracts  which  did not  meet  current  requirements  for
     generating  favorable returns. In Europe,  first quarter revenues increased
     by $3.2  million,  or 30%,  when  compared to the same 2002 period,  due to
     increases in  underpressure  and  turnaround  services and  differences  in
     foreign currency  exchange rates. In  Asia-Pacific,  first quarter revenues
     increased by $0.4 million, or 17%, compared to the same 2002 period, due to
     increases in turnaround services,  product sales and differences in foreign
     currency  exchange rates,  partially  offset by decreases in  underpressure
     services.

     Overall,  technical services operating income increased by $1.1 million for
     the three months  ended March 31, 2003,  compared to the three months ended
     March 31, 2002. In the United States,  operating  income  increased by $0.3
     million,  compared  to the same  period  in 2002,  primarily  due to higher
     operating margins and lower general and administrative costs. In Europe and
     Asia,   operating   income   increased   $0.8  million  and  $0.2  million,
     respectively, due to the overall higher revenue levels.

     Information Technology Services

     The information technology services group offers products and services that
     include   application   software,   computer  hardware,   web  hosted  data
     processing, networking, consulting, and support services to the healthcare,
     financial,   and  insurance  industries,   and  to  agencies  of  the  U.S.
     Government.  The group also provides integration and consulting services to
     healthcare organizations implementing digital radiology imaging systems and
     software solutions to assist healthcare  organizations with compliance with
     the  Health  Insurance   Portability  and   Accountability  Act  and  other
     accreditation and training requirements.

<PAGE>
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                ---------------------------------
                                                                                    2003                2002
                                                                                -------------      --------------
                                                                                          (in thousands)

<S>                                                                             <C>                <C>
     Revenues                                                                   $       9,216      $        7,699
                                                                                =============      ==============
     Operating income (loss)                                                    $        (308)     $         (664)
                                                                                =============      ==============
     Capital expenditures,
        excluding acquisitions                                                  $         619      $          693
                                                                                =============      ==============
</TABLE>

     For the three  months  ended March 31,  2003,  revenues  increased  by $1.5
     million,  or 20%,  when  compared  to the same 2002  period,  due to higher
     equipment sales, partially offset by lower service revenues.  Revenues from
     equipment sales, furnished at the request of selected customers,  increased
     due to normal  fluctuations in customer needs.  Service revenues  decreased
     due  to  lower  communication-related  installation  service  revenues  and
     healthcare  service  revenues,  partially  offset by an  increase  in other
     service revenues. For the three months ended March 31, 2003, operating loss
     decreased by $0.4 million,  when  compared to the same 2002 period,  due to
     the higher overall revenue levels.


     Interest Expense

     Interest  expense  decreased by $0.2 million in the first  quarter of 2003,
     compared to the same period in 2002,  due to first quarter 2002  reductions
     of debt (see "Liquidity and Capital Resources") and lower interest rates on
     variable rate borrowings.

     Income Taxes

     Income tax benefit for the periods  presented differs from the expected tax
     at statutory  rates due  primarily  to  different  tax rates in the various
     state and foreign jurisdictions.

     At March 31, 2003, the Company had a significant amount of net deferred tax
     assets,  which consisted  principally of net operating loss and 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  expire, if unused, in varying amounts
     and  dates  from  2006  to 2023  and the  alternative  minimum  tax  credit
     carryforwards  have  no  expiration  date.  Under  Statement  of  Financial
     Accounting  Standards  No. 109,  the  Company  periodically  evaluates  the
     realizability  of its  deferred  tax assets  from future  operations.  Such
     evaluations must consider various  factors,  including  estimates of future
     taxable  income growth and the  expiration  periods of net  operating  loss
     carryforwards,  and  conclude  that it is more  likely  than  not  that the
     Company   will  realize  the  benefit  of  its  net  deferred  tax  assets.
     Additionally,  the utilization of net operating loss 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 a valuation  allowance  against the net  deferred  tax asset
     might be  required,  which  could have a material  effect on the results of
     operations of the Company.

     Liquidity and Capital Resources

     Cash provided by operating activities was $3.3 million and $1.5 million for
     the three months ended March 31, 2003 and 2002, respectively.  The increase
     was due to overall higher revenues and operating  income and normal changes
     in working  capital  components  resulting from the timing of cash receipts
     and  disbursements.  During the three  months  ended  March 31,  2003,  the
     Company's   working  capital   requirements   for  operations  and  capital
     expenditures were funded through the use of internally generated funds.

     Capital  expenditures  were $1.2  million for the three month  period ended
     March 31, 2003 and $1.3  million for the three month period ended March 31,
     2002. The Company expects to fund  maintenance  capital  expenditures  with
     existing cash and anticipated cash flows from operations.

     At March 31,  2003,  $16.3  million  was  outstanding  under a $25  million
     Amended and Restated Bank Loan Agreement  ("Loan  Agreement") that provides
     working capital for the technical services group and is without recourse to
     the  Company.  Borrowings  under the Loan  Agreement  bear  interest at the
     option of the borrower at variable  rates (2.29% at March 31, 2003),  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. At March 31, 2003,
     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 Company's 8.75%  subordinated  debentures ($9.9 million  outstanding at
     March 31, 2003) are convertible  into shares of the Company's  common stock
     at the conversion  price, of $5.26 per share. On March 1, 2002, the Company
     purchased  $10.0 million of  subordinated  debentures  at par value,  which
     satisfies its sinking fund  requirements on these  subordinated  debentures
     through 2007.

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

     Information   regarding  the  Company's  Critical  Accounting  Policies  is
     included in Item 7 of the Company's Annual Report on Form 10-K for the year
     ended December 31, 2002.




<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


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

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The  principal  market  risks  (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 $17.1 million at March 31, 2003, a one
percent   increase  in  interest  rates  would  increase   interest  expense  by
approximately $0.2 million.

A  significant  portion  of  the  technical  services  business  is  exposed  to
fluctuations  in foreign  currency  exchange rates.  Foreign  currency gains and
losses  included in the  consolidated  statement  of income for the three months
ended March 31, 2003 were not significant.


Item 4. Controls and Procedures.

In its Release No.  34-46427,  effective  August 29, 2002,  the  Securities  and
Exchange  Commission  adopted rules  requiring  reporting  companies to maintain
disclosure  controls  and  procedures  to provide  reasonable  assurance  that a
registrant  is able to record,  process,  summarize  and report the  information
required in the  registrant's  quarterly and annual reports under the Securities
Exchange Act of 1934 (the "Exchange Act").  While  management  believes that the
Company's  existing  disclosure  controls and procedures  have been effective to
accomplish  these  objectives,  it intends to continue  to  examine,  refine and
formalize  the  Company's  disclosure  controls  and  procedures  and to monitor
ongoing developments in this area.

The Company's principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rules  13a-14(c)  and Rule  15d-14(c))  as of a date
within 90 days before the filing date of this Report, 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.

There  have been no  changes  in the  Company's  internal  controls  or in other
factors  known to  management  that could  significantly  affect those  internal
controls  subsequent  to  the  date  of  the  evaluation,  nor  were  there  any
significant  deficiencies  or  material  weaknesses  in the  Company's  internal
controls. As a result, no corrective actions were required or undertaken.


<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


--------------------------------------------------------------------------------
                           Part II - Other Information

Item 6. Exhibits and Reports on Form 8-K

     (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,  filed as exhibit 3.7 to Registrant's
               Form 10-K for the year ended December 31, 1998,  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.

          99.1 Certification  of Chief  Executive  Officer,  Pursuant to Section
               906(a)  of the  Sarbanes-Oxley  Act of 2002,  dated as of May 14,
               2003, filed herewith.

          99.2 Certification  of Chief  Financial  Officer,  Pursuant to Section
               906(a)  of the  Sarbanes-Oxley  Act of 2002,  dated as of May 14,
               2003, filed herewith.


     (b)  Reports on Form 8-K

          None.


<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.


                                        XANSER CORPORATION
                                        (Registrant)


Date:  May 15, 2003                           //s//
                                        ----------------------------------------
                                        Michael R. Bakke
                                        Controller


<PAGE>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


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-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures 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)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date:   May 14, 2003


                                                //s//
                                           -------------------------------------
                                           John R. Barnes
                                           Chief Executive Officer

<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


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-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures 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)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

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

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  quarterly  report  whether  there  were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date:   May 14, 2003


                                             //s//
                                       -----------------------------------------
                                       Howard C. Wadsworth
                                       Chief Financial Officer