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

                                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 September 30, 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 October 31, 2003
---------------------                            -------------------------------
     No par value                                       31,578,869 shares

--------------------------------------------------------------------------------
<PAGE>
XANSER CORPORATION AND SUBSIDIARIES


FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2003
--------------------------------------------------------------------------------



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

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

                  Consolidated Statements of Operations - Three and
                    Nine Months Ended September 30, 2003 and 2002                                              1

                  Condensed Consolidated Balance Sheets - September 30, 2003
                    and December 31, 2002                                                                      2

                  Condensed Consolidated Statements of Cash Flows - Nine
                    Months Ended September 30, 2003 and 2002                                                   3

                  Notes to Consolidated Financial Statements                                                   4

Item 2.           Management's Discussion and Analysis of
                   Financial Condition and Results of Operations                                              12

Item 3.           Quantitative and Qualitative Disclosure About Market Risk                                   17

Item 4.           Controls and Procedures                                                                     17


                           Part II. Other Information

Item 6.           Exhibits and Reports on Form 8-K                                                            18


</TABLE>



<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands - Except Per Share Amounts)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          Three Months Ended                 Nine Months Ended
                                                             September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2003           2002              2003           2002
                                                     -------------   -------------    -------------  --------------
<S>                                                  <C>             <C>              <C>            <C>
Revenues:
     Services                                        $      30,683   $      27,921    $      89,524  $       83,248
     Products                                                7,059           3,963           13,675           9,217
                                                     -------------   -------------    -------------  --------------
         Total revenues                                     37,742          31,884          103,199          92,465
                                                     -------------   -------------    -------------  --------------
Costs and expenses:
     Operating costs                                        28,776          27,444           84,002          81,721
     Cost of products sold                                   6,831           3,918           12,424           8,982
     Depreciation and amortization                           1,019             804            3,118           2,707
     General and administrative                                878             962            2,502           2,850
                                                     -------------   -------------    -------------  --------------
         Total costs and expenses                           37,504          33,128          102,046          96,260
                                                     -------------   -------------    -------------  --------------
Operating income (loss)                                        238          (1,244)           1,153          (3,795)

Interest and other income, net                                  58             103              188             352
Interest expense                                              (263)           (435)          (1,013)         (1,353)
                                                     -------------   -------------    -------------  --------------
Income (loss) before income taxes and
   cumulative effect of change in
   accounting principle                                         33          (1,576)             328          (4,796)
Income tax benefit                                             334           1,145              602           2,878
                                                     -------------   -------------    -------------  --------------
Income (loss) before cumulative effect
   of change in accounting principle                           367            (431)             930          (1,918)

Cumulative effect of change in accounting
   principle - adoption of new accounting
   standard for goodwill, net of income taxes                 -              -                 -            (45,269)
                                                     -------------   -------------    -------------  --------------
Net income (loss)                                    $         367   $        (431)   $         930  $      (47,187)
                                                     =============   =============    =============  ==============

Earnings (loss) per common share - Basic and diluted:
     Before cumulative effect of change
       in accounting principle                       $         .01   $       (.01)    $         .03  $         (.06)
     Cumulative effect of change in
       accounting principle                                   -              -                 -              (1.37)
                                                     -------------   ------------     -------------  --------------
                                                     $         .01   $       (.01)    $         .03  $        (1.43)
                                                     =============   ============     =============  ==============

</TABLE>

                 See notes to consolidated financial statements.
                                        1

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            September 30,          December 31,
                                                                                2003                  2002
                                                                          ---------------        ---------------
                                                                             (Unaudited)
            ASSETS
<S>                                                                       <C>                    <C>
Current assets:
    Cash and cash equivalents                                             $        19,878        $        25,624
    Accounts receivable, trade                                                     37,239                 36,208
    Receivable from businesses distributed to common
        shareholders                                                                7,699                  7,412
    Inventories                                                                     8,266                  8,424
    Prepaid expenses and other                                                      3,009                  5,264
                                                                           --------------          -------------
        Total current assets                                                       76,091                 82,932
                                                                           --------------          -------------

Property and equipment                                                             42,368                 38,830
Less accumulated depreciation and amortization                                     28,458                 24,875
                                                                           --------------          -------------
    Net property and equipment                                                     13,910                 13,955
                                                                           --------------          -------------

Excess of cost over fair value of net assets of
    acquired businesses                                                            13,802                 13,802
Deferred income taxes and other assets                                             20,278                 16,958
                                                                           --------------          -------------
                                                                           $      124,081          $     127,647
                                                                           ==============          =============

               LIABILITIES AND EQUITY
Current liabilities:
    Current portion of long-term debt                                      $          771          $         747
    Accounts payable                                                                3,877                  3,919
    Accrued expenses                                                               20,191                 21,419
    Accrued income taxes                                                           11,592                  9,792
                                                                           --------------          -------------
        Total current liabilities                                                  36,431                 35,877
                                                                           --------------          -------------
Long-term debt, less current portion:
    Technical services                                                             16,765                 18,479
    Parent company                                                                  5,000                  9,930
                                                                           --------------          -------------
        Total long-term debt, less current portion                                 21,765                 28,409
                                                                           --------------          -------------

Other liabilities                                                                   2,212                  1,812

Commitments and contingencies

Stockholders' equity:
    Common stock, without par value                                                 4,333                  4,333
    Additional paid-in capital                                                    126,561                126,675
    Treasury stock, at cost                                                       (26,275)               (26,390)
    Accumulated deficit                                                           (34,660)               (35,590)
    Accumulated other comprehensive income (loss)                                  (6,286)                (7,479)
                                                                           --------------          -------------
    Total stockholders' equity                                                     63,673                 61,549
                                                                           --------------          -------------
                                                                           $      124,081          $     127,647
                                                                           ==============          =============
</TABLE>

                 See notes to consolidated financial statements.
                                        2
<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                           Nine Months Ended
                                                                                              September 30,
                                                                                  ---------------------------------
                                                                                        2003              2002
                                                                                  -------------      --------------
<S>                                                                               <C>                <C>
Operating activities:
   Net income (loss)                                                              $         930      $      (47,187)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
       Depreciation and amortization                                                      3,118               2,707
       Deferred income taxes                                                             (2,684)             (2,827)
       Cumulative effect of change in accounting principle                                -                  45,269
       Other                                                                                414                 564
       Changes in working capital components                                              1,141               5,545
                                                                                  -------------      --------------
         Net cash provided by operating activities                                        2,919               4,071
                                                                                  -------------      --------------
Investing activities:
   Capital expenditures                                                                  (2,770)             (3,555)
   Other                                                                                    995                 347
                                                                                  -------------      --------------
       Net cash used in investing activities                                             (1,775)             (3,208)
                                                                                  -------------      --------------

Financing activities:
   Issuance of debt and capital leases                                                      302               2,303
   Payments on debt and capital leases                                                   (6,892)            (12,829)
   Purchase of treasury stock                                                             -                  (3,007)
   Decrease (increase) in receivable from businesses
     distributed to common shareholders                                                    (287)             10,179
   Common stock issued and other                                                            (13)                540
                                                                                  -------------      --------------
       Net cash used in financing activities                                             (6,890)             (2,814)
                                                                                  -------------      --------------

Decrease in cash and cash equivalents                                                    (5,746)             (1,951)
Cash and cash equivalents at beginning of period                                         25,624              29,545
                                                                                  -------------      --------------
Cash and cash equivalents at end of period                                        $      19,878      $       27,594
                                                                                  =============      ==============
Supplemental cash flow information:
   Cash paid for interest                                                         $       1,362      $        2,091
                                                                                  =============      ==============
   Cash paid for income taxes                                                     $         924      $          693
                                                                                  =============      ==============


</TABLE>

                 See notes to consolidated financial statements.
                                        3
<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

Notes to 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 and nine month  periods ended  September 30, 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  September  30,  2003  and the  consolidated
     results of their  operations and cash flows for the periods ended September
     30, 2003 and 2002.  Operating  results for the nine months ended  September
     30, 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  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, 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                Nine Months Ended
                                                              September 30,                   September 30,
                                                     -----------------------------    -----------------------------
                                                          2003            2002             2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                (in thousands - except per share amounts)

<S>                                                  <C>             <C>              <C>            <C>
     Reported net income (loss)                      $         367   $        (431)   $         930  $      (47,187)

     Stock-based employee compensation
         expense determined under the fair
         value based method, net of income
         taxes                                                 (47)            (66)            (106)           (295)
                                                     -------------   -------------    -------------  --------------
     Pro forma net income (loss)                     $         320   $        (497)   $         824  $      (47,482)
                                                     =============   =============    =============  ==============
     Earnings (loss) per share:
        As Reported:
           Basic                                     $         .01   $        (.01)   $         .03  $        (1.43)
                                                     =============   =============    =============  ==============
           Diluted                                   $         .01   $        (.01)   $         .03  $        (1.43)
                                                     =============   =============    =============  ==============
        Pro forma:
           Basic                                     $         .01   $        (.02)   $         .03  $        (1.44)
                                                     =============   =============    =============  ==============
           Diluted                                   $         .01   $        (.02)   $         .03  $        (1.44)
                                                     =============   =============    =============  ==============
</TABLE>


2.   COMPREHENSIVE INCOME

     Comprehensive  income for the three and nine month periods ended  September
     30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended                Nine Months Ended
                                                             September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2003            2002             2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                             (in thousands)
<S>                                                  <C>             <C>              <C>            <C>
     Net income (loss)                               $         367   $        (431)   $         930  $      (47,187)
     Foreign currency translation
        adjustment                                             230             129            1,193           1,020
                                                     -------------   -------------    -------------  --------------
     Comprehensive income (loss)                     $         597   $        (302)   $       2,123  $      (46,167)
                                                     =============   =============    =============  ==============
</TABLE>

     At  September   30,  2003  and  December   31,  2002,   accumulated   other
     comprehensive  loss consisted of cumulative  foreign  currency  translation
     adjustments  of $0.1 million and $1.3  million,  respectively,  and minimum
     pension  liability  adjustments  for  subsidiaries of $6.2 million and $6.2
     million, respectively.


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
                                                                                     Average
                                                                                     Common            Per-Share
                                                               Income (loss)         Shares             Amount
                                                             ---------------     ---------------   ----------------

<S>                                                          <C>                 <C>               <C>
     Three Months Ended September 30, 2003
     -------------------------------------
         Basic earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           367              31,992   $        .01
                                                                                                   ============

         Effect of dilutive securities                                   -                 1,027
                                                             ---------------     ---------------

         Diluted earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           367              33,019   $        .01
                                                             ===============     ===============   ============

     Three Months Ended September 30, 2002
     -------------------------------------
         Basic earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $          (431)             32,249   $       (.01)
                                                                                                   ============

         Effect of dilutive securities                                   -                   -
                                                             ---------------     ---------------

         Diluted earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $          (431)             32,249   $       (.01)
                                                             ===============     ===============   ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                                    Weighted
                                                                                     Average
                                                                                     Common            Per-Share
                                                               Income (loss)         Shares             Amount
                                                             ---------------     ---------------   ----------------

<S>                                                          <C>                 <C>               <C>
     Nine Months Ended September 30, 2003
     ------------------------------------
         Basic earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           930              31,990   $        .03
                                                                                                   ============

         Effect of dilutive securities                                   -                   843
                                                             ---------------     ---------------

         Diluted earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           930              32,833   $        .03
                                                             ===============     ===============   ============

     Nine Months Ended September 30, 2002
     ------------------------------------
         Basic earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $        (1,918)             32,976   $       (.06)
                                                                                                   ============

         Effect of dilutive securities                                   -                   -
                                                             ---------------     ---------------

         Diluted earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $        (1,918)             32,976   $       (.06)
                                                             ===============     ===============   ============
</TABLE>

     The Company's 8.75% convertible  subordinated debentures were excluded from
     the computation of diluted earnings (loss) per share for the three and nine
     month  periods ended  September  30, 2003 and 2002,  because the effects of
     assumed conversion would be anti-dilutive.  Options to purchase 619,000 and
     1,406,751  shares of common stock at weighted  average  prices of $2.66 and
     $2.45, respectively,  were outstanding for the three and nine month periods
     ended  September  30,  2003,  but were not included in the  computation  of
     diluted earnings (loss) per share because the options' exercise prices were
     greater than the average market prices of the common stock.  As a result of
     the losses  applicable to common stock for the three and nine month periods
     ended  September  30,  2002,  all  stock  options  were  excluded  from the
     computation of diluted  earnings (loss) per share because the effects would
     be anti-dilutive.

<PAGE>

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's   technical   services  segment  provides   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 the Company's segments.

     The Company measures segment profit as operating  income.  Total assets are
     those  assets,  including  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                Nine Months Ended
                                                            September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2003           2002              2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                             (in thousands)
<S>                                                  <C>             <C>              <C>            <C>
     Business segment revenues:
        Technical services                           $      25,763   $      22,576    $      73,882  $       65,216
        Information technology                              11,979           9,308           29,317          27,249
                                                     -------------   -------------    -------------  --------------
                                                     $      37,742   $      31,884    $     103,199  $       92,465
                                                     =============   =============    =============  ==============
     Technical services segment revenues:
        Underpressure services                       $      10,204   $      10,254    $      31,482  $       30,236
        Turnaround services                                 13,366          10,662           35,586          29,656
        Other services                                       2,193           1,660            6,814           5,324
                                                     -------------   -------------    -------------  --------------
                                                     $      25,763   $      22,576    $      73,882  $       65,216
                                                     =============   =============    =============  ==============
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                         Three Months Ended                Nine Months Ended
                                                            September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2003           2002              2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                             (in thousands)

<S>                                                  <C>             <C>              <C>            <C>
     Business segment profit:
        Technical services                           $       1,835   $       1,062    $       5,133  $        2,249
        Information technology services                       (719)         (1,344)          (1,478)         (3,194)
        General corporate                                     (878)           (962)          (2,502)         (2,850)
                                                     -------------   -------------    -------------  --------------
           Operating income (loss)                             238          (1,244)           1,153          (3,795)
        Interest and other income, net                          58             103              188             352
        Interest expense                                      (263)           (435)          (1,013)         (1,353)
                                                     -------------   --------------   -------------  --------------
        Income (loss) before income taxes
           and cumulative effect of change
           in accounting principle                   $          33   $      (1,576)   $         328  $       (4,796)
                                                     =============   =============    =============  ==============
</TABLE>
<TABLE>
<CAPTION>

                                                                                      September 30,    December 31,
                                                                                           2003           2002
                                                                                      -------------  --------------
                                                                                             (in thousands)
<S>                                                                                   <C>            <C>
     Total assets:
        Technical services                                                            $      64,115  $       63,319
        Information technology services                                                      22,531          26,956
        General corporate                                                                    37,435          37,372
                                                                                      -------------  --------------
                                                                                      $     124,081  $      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
     September  30,  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.
<TABLE>
<CAPTION>

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

     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 September 30, 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 that
     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   addresses  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.

     The Company has adopted  SFAS No. 150,  "Accounting  for Certain  Financial
     Instruments with  Characteristics  of both  Liabilities and Equity",  which
     requires certain financial instruments, which were previously accounted for
     as equity,  to be classified as  liabilities.  The adoption of SFAS No. 150
     had no effect on the consolidated financial statements of the Company.

     The Company has adopted the  provisions of EITF Issue No.  00-21,  "Revenue
     Arrangements  with Multiple  Deliverables".  EITF Issue 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.
     The adoption of EITF Issue No. 00-21, which applies to revenue arrangements
     entered into in fiscal periods  beginning after September 15, 2003, did not
     have a material effect on the 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

     The technical services segment,  Furmanite,  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 industries worldwide.

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Nine Months Ended
                                                          September 30,                       September 30,
                                                   ---------------------------      ------------------------------
                                                      2003             2002             2003            2002
                                                   -----------     -----------      -------------   --------------
                                                                          (in thousands)
<S>                                                <C>             <C>              <C>             <C>
     Revenues:
         United States                             $     5,275     $     5,333      $      17,229   $       18,775
         Europe                                         16,375          14,332             45,870           38,449
         Asia-Pacific                                    4,113           2,911             10,783            7,992
                                                   -----------     -----------      -------------   --------------
              Total Revenues                       $    25,763     $    22,576      $      73,882   $       65,216
                                                   ===========     ===========      =============   ==============

     Operating income:
         United States                             $      (569)    $      (755)     $        (952)  $       (1,346)
         Europe                                          2,297           1,885              6,024            4,291
         Asia-Pacific                                      780             377              1,617              600
         Headquarters                                     (673)           (445)            (1,556)          (1,296)
                                                   -----------     -----------      -------------   --------------
              Total operating income               $     1,835     $     1,062      $       5,133   $        2,249
                                                   ===========     ===========      =============   ==============
     Capital expenditures                          $       440     $       584      $       1,599   $        1,436
                                                   ===========     ===========      =============   ==============

</TABLE>

     For the three months ended  September 30, 2003,  revenues for the technical
     services business  increased by $3.2 million,  or 14%, when compared to the
     same 2002 period. In Europe,  revenues  increased by $2.0 million,  or 14%,
     when compared to the third quarter of 2002,  due to increases in turnaround
     services,   product  sales  and  foreign  currency  exchange   differences,
     partially offset by decreases in underpressure  services.  In Asia-Pacific,
     revenues  increased by $1.2  million,  or 41%,  when  compared to the third
     quarter of 2002,  due to  increases  in  turnaround  services  and  foreign
     currency exchange differences. In the United States, third quarter revenues
     decreased slightly compared to the same period in 2002.

     For the nine months ended September 30, 2003,  technical  services revenues
     increased  by $8.7  million,  or 13%,  when  compared to the same period in
     2002.  Revenues in the United States decreased by $1.5 million, or 8%, when
     compared to 2002,  due  primarily to decreases  in  underpressure  services
     resulting  from  unfavorable   market  conditions  and  decisions  to  exit
     non-performing  contracts  which  did not  meet  current  requirements  for
     generating  favorable  returns.  In  Europe,  revenues  increased  by  $7.4
     million,  or 19%, when compared to 2002, due to increases in  underpressure
     and  turnaround  services,  product  sales and  foreign  currency  exchange
     differences, partially offset by decreases in other process plant services.
     Asia-Pacific  revenues increased by $2.8 million,  or 35%, when compared to
     2002, due to increases in turnaround services and foreign currency exchange
     differences.

     For the three months ended September 30, 2003, technical services operating
     income  increased by $0.8  million,  or 73%, when compared to the same 2002
     period. In the United States, the operating loss decreased by $0.2 million,
     or 25%,  compared  to the same  period  in 2002,  due to  higher  operating
     margins and lower  general and  administrative  costs.  In Europe and Asia,
     operating  income increased by $0.4 million,  or 22%, and $0.4 million,  or
     107%,  respectively,  when  compared  to the same 2002  period,  due to the
     overall higher revenue levels.

     For the nine months ended September 30, 2003,  technical services operating
     income  increased by $2.9 million,  or 128%, when compared to the same 2002
     period. In the United States, the operating loss decreased by $0.4 million,
     or 29%,  compared  to the same  period  in 2002,  due to  higher  operating
     margins and lower general and administrative  costs, which more than offset
     lower revenue levels.  In Europe and Asia,  operating  income  increased by
     $1.7  million,  or 40%,  and  $1.0  million,  or 170%,  respectively,  when
     compared to the same 2002 period, due to the overall higher revenue levels.


     Information Technology Services

     The information  technology  services segment,  Xtria,  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  governmental
     agencies. The healthcare group 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.

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Nine Months Ended
                                                          September 30,                      September 30,
                                                   ---------------------------      ------------------------------
                                                      2003             2002             2003            2002
                                                   -----------     -----------      -------------   --------------
                                                                          (in thousands)

<S>                                                <C>             <C>              <C>             <C>
     Revenues                                      $    11,979     $     9,308      $     29,317    $       27,249
                                                   ===========     ===========      ============    ==============
     Operating income (loss)                       $      (719)    $    (1,344)     $     (1,478)   $       (3,194)
                                                   ===========     ===========      ============    ==============
     Capital expenditures                          $        98     $       790      $      1,171    $        2,119
                                                   ===========     ===========      ============    ==============
</TABLE>
     For the three and nine month periods ended September 30, 2003,  information
     technology revenues increased by $2.7 million, or 29%, and $2.1 million, or
     8%, respectively,  when compared to the same 2002 periods. Service revenues
     decreased in the third  quarter and first nine months of 2003,  compared to
     the same 2002 periods,  due primarily to the group's decision to shed lower
     margin  business  and focus on  selectively  increasing  revenue for higher
     margin business. Revenues from equipment sales, furnished at the request of
     selected customers, increased in the third quarter and first nine months of
     2003,  compared to the same 2002  periods,  due to normal  fluctuations  in
     customer needs.

     Information  technology  services  operating loss decreased by $0.6 million
     and $1.7 million for the three and nine month periods  ended  September 30,
     2003, respectively, compared to the same 2002 periods, due primarily to the
     segment's strategic focus on higher margin service business.  Additionally,
     operating  income  (loss) for the nine  months  ended  September  30,  2003
     includes  income  of  $0.4  million  relating  to  favorable   developments
     pertaining to a contingent liability.


     Interest Expense

     Interest  expense  decreased by $0.2  million and $0.3  million  during the
     three and nine months ended September 30, 2003,  respectively,  compared to
     the same  2002  periods,  due to  reductions  in parent  company  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 September 30, 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 $2.9 million and $4.1 million for
     the nine  months  ended  September  30,  2003 and 2002,  respectively.  The
     decrease was due to normal changes in working capital components  resulting
     from the timing of cash  receipts and  disbursements,  partially  offset by
     increases in revenues and  operating  income.  During the nine months ended
     September  30,  2003,  the  Company's  working  capital   requirements  for
     operations  and  capital  expenditures  were  funded  through  the  use  of
     internally generated funds.

     Capital  expenditures were $2.8 million and $3.6 million for the nine month
     periods  ended  September  30,  2003 and 2002,  respectively.  Consolidated
     capital  expenditures for the year 2003 have been budgeted at $4 million to
     $6 million,  depending  on the  economic  environment  and the needs of the
     business. The Company expects to fund maintenance capital expenditures with
     existing cash and anticipated cash flows from operations.

     At September 30, 2003,  $15.3 million was  outstanding  under a $25 million
     bank  loan  agreement  that  provides  working  capital  for the  technical
     services segment and is without  recourse to the Company.  Borrowings under
     the loan  agreement bear interest at the option of the borrower at variable
     rates  (2.875% at September  30,  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  segment.  At September  30,  2003,  the Company was in
     compliance with all covenants. The loan agreement, which matures in January
     2009,  is  secured  by  substantially  all of the  tangible  assets  of the
     technical services segment.

     The  Parent   Company's  8.75%   subordinated   debentures   ($5.0  million
     outstanding  at  September  30,  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,  plus accrued  interest,  which  satisfies  all its sinking fund
     requirements on these subordinated debentures until their maturity in 2008.
     On September 30, 2003, the Company  purchased an additional $4.9 million of
     subordinated debentures at par value, plus accrued interest.

     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 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 $15.8 million at September 30, 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. See  "Management's  Discussion
and  Analysis  of  Financial  Condition  and Results of  Operations  - Operating
Results - Technical Services."


Item 4. Controls and Procedures.

The Company's principal executive officer and principal financial officer, after
evaluating  as of  September  30,  2003,  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.

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.

          31.1 Certification of Chief Executive Officer, Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002, dated as of November 13, 2003.

          31.2 Certification of Chief Financial Officer, Pursuant to Section 302
               of the Sarbanes-Oxley Act of 2002, dated as of November 13, 2003.

          32.1 Certification  of Chief  Executive  Officer,  Pursuant to Section
               906(a) of the  Sarbanes-Oxley  Act of 2002,  dated as of November
               13, 2003.

          32.2 Certification  of Chief  Financial  Officer,  Pursuant to Section
               906(a) of the  Sarbanes-Oxley  Act of 2002,  dated as of November
               13, 2003.


     (b)  Reports on Form 8-K

          Current Report on Form 8-K, filed August 1, 2003.

                                    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:  November 13, 2003                      //s//
                                        ----------------------------------------
                                        Michael R. Bakke
                                        Controller


<PAGE>
                                                                    Exhibit 31.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


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

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

2.   Based on my knowledge, this 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

4.   The  registrant's  other  certifying  officer  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 report is being prepared;

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

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  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  officer 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:   November 13, 2003


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


<PAGE>
                                                                    Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


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

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

2.   Based on my knowledge, this 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 report;

4.   The  registrant's  other  certifying  officer  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 report is being prepared;

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

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  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  officer 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:   November 13, 2003


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






<PAGE>
                                                                    Exhibit 32.1

                     CERTIFICATE 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 the Company's  Quarterly Report on Form
10-Q for the quarterly  period ended  September 30, 2003,  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.

Date:    November 13, 2003

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





A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version 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.





<PAGE>
                                                                    Exhibit 32.2



                     CERTIFICATE 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 the Company's  Quarterly Report on Form 10-Q
for the quarterly  period ended September 30, 2003, 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.

Date:    November 13, 2003


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


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version 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.