--------------------------------------------------------------------------------
                       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, 2002

                                       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 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, 2002
---------------------                            -------------------------------
     No par value                                        31,636,014 shares

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


FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2002
--------------------------------------------------------------------------------
                                                                        Page No.
                           Part I. Financial Information

Item 1.   Financial Statements (Unaudited)

          Consolidated Statements of Operations - Three and
             Nine Month Periods Ended September 30, 2002 and 2001          1

          Condensed Consolidated Balance Sheets - September 30, 2002
             and December 31, 2001                                         3

          Condensed Consolidated Statements of Cash Flows - Nine
             Months Ended September 30, 2002 and 2001                      4

          Notes to Consolidated Financial Statements                       5

Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations                13

Item 3.   Quantitative and Qualitative Disclosure About Market
             Risk                                                         18

Item 4.   Controls and Procedures                                         18


                           Part II. Other Information

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





<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          Three Months Ended                 Nine Months Ended
                                                             September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2002           2001              2002           2001
                                                     -------------   -------------    -------------  --------------
<S>                                                  <C>             <C>              <C>            <C>
Revenues:
     Services                                        $      27,921   $      31,799    $      83,248  $       96,906
     Products                                                3,963           3,136            9,217          12,645
                                                     -------------   -------------    -------------  --------------
         Total revenues                                     31,884          34,935           92,465         109,551
                                                     -------------   -------------    -------------  --------------
Costs and expenses:
     Operating costs                                        27,444          28,388           81,721          87,026
     Cost of products sold                                   3,918           2,841            8,982          11,313
     Depreciation and amortization                             804           1,330            2,707           3,857
     General and administrative                                962             791            2,850           2,858
                                                     -------------   -------------    -------------  --------------
         Total costs and expenses                           33,128          33,350           96,260         105,054
                                                     -------------   -------------    -------------  --------------

Operating income (loss)                                     (1,244)          1,585           (3,795)          4,497

Other income, net                                              103             882              352             714
Interest expense                                              (435)           (772)          (1,353)         (2,468)
                                                     -------------   -------------    -------------  --------------

Income (loss) from continuing operations
   before income taxes and cumulative
   effect of change in accounting principle                 (1,576)          1,695           (4,796)          2,743
Income tax benefit (expense)                                 1,145            (466)           2,878            (456)
                                                     -------------   -------------    -------------  --------------
Income (loss) from continuing operations
   before cumulative effect of change in
   accounting principle                                       (431)          1,229           (1,918)          2,287

Cumulative effect of change in accounting
   principle - adoption of new accounting
   standard for goodwill (note 7)                             -              -              (45,269)          -
                                                     -------------   -------------    -------------  --------------

Income (loss) from continuing operations                      (431)          1,229          (47,187)          2,287

Income from discontinued operations -
   businesses distributed to common
   shareholders, net of income taxes                          -              -                 -              3,423
                                                     -------------   -------------    -------------  --------------
Net income (loss)                                             (431)          1,229          (47,187)          5,710

Dividends and redemption premium
   applicable to preferred stock                              -              -                 -                493
                                                     -------------   -------------    -------------  --------------
Net income (loss) applicable to
   common stock                                      $        (431)  $       1,229    $     (47,187) $        5,217
                                                     =============   =============    =============  ==============
</TABLE>


                 See notes to consolidated financial statements.
                                        1

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                          Three Months Ended                 Nine Months Ended
                                                             September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2002           2001              2002           2001
                                                     -------------   -------------    -------------  --------------

<S>                                                  <C>             <C>              <C>            <C>
 Earnings (loss) per common share:
   Basic:
     Continuing operations:
       Before cumulative effect of change
         in accounting principle                     $       (.01)  $          .04    $       (.06)  $          .06
       Cumulative effect of change in
         accounting principle                                 -              -               (1.37)           -
                                                     ------------    -------------    ------------   --------------
                                                             (.01)             .04           (1.43)             .06
     Discontinued operations                                  -              -                 -                .10
                                                     ------------    -------------    ------------   --------------
                                                     $       (.01)   $         .04    $      (1.43)  $          .16
                                                     ============    =============    ============   ==============
   Diluted:
     Continuing operations:
       Before cumulative effect of change
         in accounting principle                     $       (.01)   $         .04    $       (.06)  $          .05
       Cumulative effect of change in
         accounting principle                                 -              -               (1.37)           -
                                                     ------------    -------------    ------------   --------------
                                                             (.01)             .04           (1.43)             .05
     Discontinued operations                                  -              -                 -                .10
                                                     ------------    -------------    ------------   --------------
                                                     $       (.01)   $         .04    $      (1.43)  $          .15
                                                     ============    =============    ============   ==============
</TABLE>



                 See notes to consolidated financial statements.
                                        2

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           September 30,              December 31,
                                                                               2002                       2001
                                                                           -------------             --------------
                                                                           (Unaudited)
                   ASSETS
<S>                                                                        <C>                       <C>
Current assets:
    Cash and cash equivalents                                              $      27,594             $       29,545
    Accounts receivable, trade                                                    32,886                     37,186
    Receivable from businesses distributed to
       common shareholders                                                         7,725                     17,904
    Inventories                                                                    8,675                      8,942
    Prepaid expenses and other                                                     4,647                      7,532
    Current deferred income tax assets                                               102                      2,300
                                                                           -------------             --------------
       Total current assets                                                       81,629                    103,409
                                                                           -------------             --------------

Property and equipment                                                            37,643                     33,381
Less accumulated depreciation and amortization                                    24,798                     21,995
                                                                           -------------             --------------
     Net property and equipment                                                   12,845                     11,386
                                                                           -------------             --------------
Excess of cost over fair value of net assets
     of acquired businesses (note 7)                                              13,802                     61,054

Deferred income taxes and other assets                                            17,634                     10,370
                                                                           -------------             --------------
                                                                           $     125,910             $      186,219
                                                                           =============             ==============
     LIABILITIES AND EQUITY
Current liabilities:
    Current portion of long-term debt                                      $       1,856             $        2,173
    Accounts payable                                                               3,380                      6,205
    Accrued expenses                                                              14,576                     13,159
    Accrued income taxes                                                           9,584                     10,083
                                                                           -------------             --------------
      Total current liabilities                                                   29,396                     31,620
                                                                           -------------             --------------

Long-term debt, less current portion:
     Technical services                                                           17,633                     17,871
     Parent company                                                                9,930                     19,930
                                                                           -------------             --------------
         Total long-term debt, less current portion                               27,563                     37,801
                                                                           -------------             --------------
Other liabilities                                                                  1,751                      1,292

Commitments and contingencies

Stockholders' equity:
    Common stock, without par value                                                4,333                      4,270
    Additional paid-in-capital                                                   129,249                    128,744
    Treasury stock, at cost                                                      (26,130)                   (23,423)
    Retained earnings (accumulated deficit) (note 7)                             (35,266)                    11,921
    Accumulated other comprehensive income (loss)                                 (4,986)                    (6,006)
                                                                           -------------             --------------
         Total stockholders' equity                                               67,200                    115,506
                                                                           -------------             --------------
                                                                           $     125,910             $      186,219
                                                                           =============             ==============
</TABLE>

                 See notes to consolidated financial statements.
                                        3

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                  ---------------------------------
                                                                                       2002               2001
                                                                                  -------------      --------------
<S>                                                                               <C>                <C>
Operating activities:
   Income (loss) from continuing operations                                       $     (47,187)     $        2,287
   Adjustments to reconcile income (loss) from continuing
     operations to net cash provided by operating activities:
       Depreciation and amortization                                                      2,707               3,857
       Deferred income taxes                                                             (2,827)               (107)
       Cumulative effect of change in accounting principle                               45,269               -
       Other, net                                                                           564                (317)
       Changes in working capital components                                              5,545              (7,235)
                                                                                  -------------      --------------
       Operating activities of continuing operations                                      4,071              (1,515)
       Operating activities of discontinued operations                                   -                   59,798
                                                                                  -------------      --------------
         Net cash provided by operating activities                                        4,071              58,283
                                                                                  -------------      --------------

Investing activities:
   Capital expenditures                                                                  (3,555)             (3,227)
   Change in other assets, net                                                              347                 (28)
   Investing activities of discontinued operations                                        -                (128,399)
                                                                                  -------------      --------------
       Net cash used in investing activities                                             (3,208)           (131,654)
                                                                                  -------------      --------------

Financing activities:
   Issuance of debt                                                                       2,303               5,470
   Payment of debt                                                                      (12,829)             (5,089)
   Preferred stock dividends and redemption premium paid                                  -                    (493)
   Issuance of common stock                                                                 540               1,078
   Purchase of treasury stock                                                            (3,007)              -
   Redemption of preferred stock                                                          -                  (5,680)
   Decrease in receivable from businesses distributed
     to common shareholders                                                              10,179              13,405
   Financing activities of discontinued operations                                        -                  71,000
                                                                                  -------------      --------------
       Net cash provided by (used in) financing activities                               (2,814)             79,691
                                                                                  -------------      --------------
Increase (decrease) in cash and cash equivalents                                         (1,951)              6,320
Cash and cash equivalents at beginning of period                                         29,545              20,517
                                                                                  -------------      --------------
Cash and cash equivalents at end of period                                        $      27,594      $       26,837
                                                                                  =============      ==============

Supplemental cash flow information:
   Cash paid for interest                                                         $       2,091      $        2,858
                                                                                  =============      ==============
   Cash paid for income taxes                                                     $         693      $          922
                                                                                  =============      ==============
</TABLE>

                 See notes to consolidated financial statements.
                                        4

<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.  On June 29, 2001,
     the Company  distributed its pipeline,  terminaling  and product  marketing
     businesses (the  "Distribution")  to its stockholders in the form of shares
     of a new limited liability company,  Kaneb Services LLC. As a result of the
     Distribution,  the accompanying condensed consolidated financial statements
     reflect the operations of the pipeline,  terminaling and product  marketing
     businesses  of  the  Company  prior  to  June  29,  2001  as  "Discontinued
     operations  -  businesses   distributed   to  common   shareholders".   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, 2002 and 2001,
     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,  2001.  In the  opinion of the  Company's
     management,  the accompanying  condensed  consolidated financial statements
     contain 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, 2002 and the  consolidated
     results of their  operations and cash flows for the periods ended September
     30, 2002 and 2001.  Operating  results for the three and nine months  ended
     September 30, 2002 are not  necessarily  indicative of the results that may
     be expected for the year ending December 31, 2002.


2.   COMPREHENSIVE INCOME

     Comprehensive income for the three and nine months ended September 30, 2002
     and 2001 is as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended                Nine Months Ended
                                                             September 30,                     September 30,
                                                     -----------------------------    -----------------------------
                                                          2002            2001             2002           2001
                                                     -------------   -------------    -------------  --------------
                                                                             (in thousands)

<S>                                                  <C>             <C>              <C>            <C>
     Net income (loss)                               $        (431)  $       1,229    $     (47,187) $        5,710
     Foreign currency translation
        adjustment                                             129             666            1,020            (598)
                                                     -------------   -------------    -------------  --------------
     Comprehensive income (loss)                     $        (302)  $       1,895    $     (46,167) $        5,112
                                                     =============   =============    =============  ==============

</TABLE>

<PAGE>
3.   EARNINGS PER SHARE


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

<TABLE>
<CAPTION>

                                                                                    Weighted
                                                                                     Average
                                                                    Net              Common            Per-Share
                                                               Income (loss)         Shares             Amount
                                                             ---------------     ---------------   ----------------
<S>                                                          <C>                          <C>      <C>
     Three Months Ended September 30, 2002
     -------------------------------------
         Basic earnings per share -
              Income (loss) from continuing
                operations applicable to common
                stock before cumulative effect
                of change in accounting principle            $          (431)             32,249   $       (.01)
                                                                                                   ============
         Effect of dilutive securities                                   -                   -
                                                             ---------------     ---------------
         Diluted earnings per share -
              Income (loss) from continuing
                operations applicable to common
                stock before cumulative effect
                of change in accounting principle            $          (431)             32,249   $       (.01)
                                                             ===============     ===============   ============

     Three Months Ended September 30, 2001
     -------------------------------------
         Basic earnings per share -
              Income from continuing
                operations applicable to
                common stock                                 $         1,229              33,111   $        .04
                                                                                                   ============
         Effect of dilutive securities                                   -                 1,235
                                                             ---------------     ---------------
         Diluted earnings per share -
              Income applicable to common stock              $         1,229              34,346   $        .04
                                                             ===============     ===============   ============
     Nine Months Ended September 30, 2002
     ------------------------------------
         Basic earnings per share -
              Income (loss) from continuing
                operations applicable to common
                stock before cumulative effect
                of change in accounting principle            $        (1,918)             32,976   $       (.06)
                                                                                                   ============

         Effect of dilutive securities                                   -                   -
                                                             ---------------     ---------------
         Diluted earnings per share -
              Income (loss) from continuing
                operations applicable to common
                stock before cumulative effect
                of change in accounting principle            $        (1,918)             32,976   $       (.06)
                                                             ===============     ===============   ============
     Nine Months Ended September 30, 2001
     ------------------------------------
         Income from continuing operations                   $         2,287
         Dividends and redemption premium
              applicable to preferred stock                             (493)
                                                             ---------------
         Basic earnings per share -
              Income from continuing
                operations applicable to
                common stock                                           1,794              32,252   $        .06
                                                                                                   ============
         Effect of dilutive securities                                   -                 1,874
                                                             ---------------     ---------------
         Diluted earnings per share -
              Income applicable to common stock              $         1,794              34,126   $        .05
                                                             ===============     ===============   ============
</TABLE>

     As a result of the losses from continuing  operations  applicable to common
     stock for the three and nine month  periods ended  September 30, 2002,  all
     stock options and the Company's 8.75% convertible  subordinated  debentures
     were excluded from the  computation  of diluted  earnings per share because
     the effects would be anti-dilutive.  Since the average market prices of the
     Company's common stock for the three and nine month periods ended September
     30,  2001  were in  excess  of  outstanding  option  exercise  prices,  all
     outstanding  options  were  considered  dilutive  at  September  30,  2001.
     Additionally,  the Company's 8.75% convertible subordinated debentures were
     excluded from the  computation  of diluted  earning per share for the three
     and nine month  periods  ended  September  30,  2001  because the effect of
     assumed conversion was anti-dilutive.


4.   CONTINGENCIES

     The Company has contingent  liabilities  resulting from litigation,  claims
     and  commitments  incident to the ordinary  course of business.  Management
     believes 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 primarily to insurance and financial institutions,  the government
     and  healthcare  sectors.   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,
                                                     -----------------------------    -----------------------------
                                                          2002           2001              2002           2001
                                                     ------------     ------------    ------------     ------------
                                                                             (in thousands)
<S>                                                  <C>              <C>             <C>              <C>
     Business segment revenues:
        Technical services                           $     22,576     $     24,078    $     65,216     $     72,744
        Information technology services                     9,308           10,857          27,249           36,807
                                                     ------------     ------------    ------------     ------------
                                                     $     31,884     $     34,935    $     92,465     $    109,551
                                                     ============     ============    ============     ============
     Technical services segment revenues:
        Underpressure services                       $     10,254     $      9,698    $     30,236     $     29,294
        Turnaround services                                10,662           12,314          29,656           37,221
        Other services                                      1,660            2,066           5,324            6,229
                                                     ------------     ------------    ------------     ------------
                                                     $     22,576     $     24,078    $     65,216     $     72,744
                                                     ============     ============    ============     ============
     Business segment profit:
        Technical services                           $      1,062     $      1,639    $      2,249     $      4,152
        Information technology services                    (1,344)             737          (3,194)           3,203
        General corporate                                    (962)            (791)         (2,850)          (2,858)
                                                     ------------     ------------    ------------     ------------
           Operating income (loss)                         (1,244)           1,585          (3,795)           4,497

        Other income, net                                     103              882             352              714
        Interest expense                                     (435)            (772)         (1,353)          (2,468)
                                                     ------------     ------------    ------------     ------------
        Income (loss) from continuing
           operations before income taxes
           and cumulative effect of change
           in accounting principle                   $     (1,576)    $      1,695    $     (4,796)    $      2,743
                                                     ============     ============    ============     ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                      September 30,    December 31,
                                                                                          2002            2001
                                                                                    --------------   ----------------
                                                                                             (in thousands)
<S>                                                                                   <C>              <C>
     Total assets:
        Technical services                                                            $     66,265     $    102,147
        Information technology services                                                     20,545           30,877
        General corporate                                                                   39,100           53,195
                                                                                      ------------     ------------
                                                                                      $    125,910     $    186,219
                                                                                      ============     ============
</TABLE>


6.   DISCONTINUED OPERATIONS - BUSINESSES DISTRIBUTED TO COMMON SHAREHOLDERS


     The  results  of  operations  for the  pipeline,  terminaling  and  product
     marketing  businesses prior to the Distribution  (see Note 1) are reflected
     in the accompanying  consolidated  statements of operations as "Income from
     discontinued  operations - businesses  distributed to common  shareholders,
     net of income taxes". The pipeline and terminaling operations are conducted
     through Kaneb Pipe Line Partners,  L.P. ("KPP"), in which the Company owned
     an effective 2% general partner  interest and 25% limited partner  interest
     prior  to  the  Distribution.   A  summary  of  operating  results  of  the
     discontinued  operations included in the Company's  condensed  consolidated
     financial  statements for the nine month period ended September 30, 2001 is
     presented below:

                                                                Nine Months
                                                                   Ended
                                                            September 30, 2001
                                                            -------------------
                                                               (in thousands)
       Revenues:
         Pipeline and terminaling services                  $           101,021
         Product marketing services                                     187,231
                                                            -------------------
                                                            $           288,252
                                                            ===================
       Operating profit:
         Pipeline and terminaling services                  $            39,896
         Product marketing services                                        (264)
         Distribution expenses                                           (1,779)
                                                            -------------------
                                                            $            37,853
                                                            ===================

       Income before income taxes, interest of outside
         non-controlling partners in KPP's net income
         and extraordinary item                             $            32,797
       Income taxes                                                      (3,148)
       Interest of outside non-controlling partners
         in KPP's net income                                            (25,367)
       Extraordinary loss on KPP debt extinguishment,
         net of income taxes and interest of outside
         non-controlling partners in KPP's net income                      (859)
                                                            -------------------
       Income from discontinued operations, net of
         income taxes                                       $             3,423
                                                            ===================


7.   ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

     Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
     Accounting  Standards  ("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, 2002,  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.

     The changes in the carrying amount of excess of cost over fair value of net
     assets of acquired  businesses  as of September  30, 2002 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, 2002                          $      13,802
                                                                  =============

     The pro forma effects of the adoption of SFAS No. 142 on income (loss) from
     continuing  operations  is as  follows  (in  thousands  - except  per share
     amounts):
<TABLE>
<CAPTION>
                                                         Three Months Ended                Nine Months Ended
                                                            September 30,                    September 30,
                                                     -----------------------------    -----------------------------
                                                          2002           2001              2002           2001
                                                     -------------   -------------    -------------  --------------
<S>                                                  <C>             <C>              <C>            <C>
     Reported income (loss) from
        continuing operations                        $        (431)  $       1,229    $     (47,187) $        2,287
     Amortization of excess of cost
        over fair value of net assets
        of acquired businesses, net
        of income taxes                                       -                540             -              1,623
     Cumulative effect of change in
        accounting principle - adoption
        of new accounting standard
        for goodwill                                          -              -               45,269           -
                                                     -------------   -------------    -------------  --------------
     Adjusted income (loss) from
        continuing operations                        $        (431)  $       1,769    $      (1,918) $        3,910
                                                     =============   =============    =============  ==============
     Reported diluted earnings (loss)
        per common share from
        continuing operations                        $       (0.01)  $       0.04     $       (1.43) $        0.05
     Amortization of excess of cost over
        fair value of net assets of
        acquired businesses, net of
        income taxes                                          -              0.01                 -           0.05
     Cumulative effect of change in
        accounting principle                                  -              -                 1.37           -
                                                     -------------   -------------    -------------  --------------
     Adjusted diluted earnings (loss)
        per common share from
        continuing operations                        $       (0.01)  $       0.05     $       (0.06) $        0.10
                                                     =============   ============     =============  =============

</TABLE>

     Additionally,  effective  January 1, 2002, the Company adopted SFAS No. 144
     "Accounting  for the  Impairment or Disposal of Long-Lived  Assets",  which
     addresses financial accounting and reporting for the impairment or disposal
     of long-lived  assets.  The adoption of SFAS No. 144, which superceded SFAS
     No.  121,  did not have a  material  impact on the  condensed  consolidated
     financial statements of the Company.


8.   LONG-TERM DEBT

     On August 13, 2002, a wholly-owned subsidiary of the Company entered into 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,  based on either
     the LIBOR rate or prime rate, has a commitment fee on the unused portion of
     the facility and contains certain financial and operational  covenants with
     respect to the technical services group. The Loan Agreement matures in 2009
     and is secured by substantially all of the tangible assets of the technical
     services group.





<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  industrial services,  including
     underpressure  leak  sealing,  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                   Nine Months Ended
                                                          September 30,                      September 30,
                                                   ---------------------------      ------------------------------
                                                      2002             2001             2002            2001
                                                   -----------     -----------      -------------   --------------
                                                                          (in thousands)

<S>                                                <C>             <C>              <C>             <C>
     Revenues:
         United States                             $     5,333     $     8,726      $      18,775   $       27,758
         Europe                                         14,332          12,145             38,449           36,214
         Asia-Pacific                                    2,911           3,207              7,992            8,772
                                                   -----------     -----------      -------------   --------------
              Total Revenues                       $    22,576     $    24,078      $      65,216   $       72,744
                                                   ===========     ===========      =============   ==============

     Operating income (loss):
         United States                             $      (755)    $       123      $      (1,346)  $        1,099
         Europe                                          1,885           1,940              4,291            5,325
         Asia-Pacific                                      377             524                600              611
         Headquarters                                     (445)           (948)            (1,296)          (2,883)
                                                   -----------     -----------      -------------   --------------
              Total operating income               $     1,062     $     1,639      $       2,249   $        4,152
                                                   ===========     ===========      =============   ==============
     Capital expenditures,
         excluding acquisitions                    $       584     $       935      $       1,436   $        2,675
                                                   ===========     ===========      =============   ==============
</TABLE>


     For the three months ended  September 30, 2002,  revenues for the technical
     services  business  decreased by $1.5 million,  or 6%, when compared to the
     same 2001 period,  as improvements in Europe business levels were more than
     offset by declines in America and Asia-Pacific. In the United States, third
     quarter revenues  decreased by $3.4 million,  or 39%,  compared to the same
     period in 2001, due to decreases in leaksealing and turnaround services. In
     Europe,  revenues  increased by $2.2 million,  or 18%, when compared to the
     second quarter of 2001 period, due to increases in leaksealing services and
     foreign currency exchange differences. In Asia-Pacific,  revenues decreased
     by $0.3 million,  or 9%,  compared to 2001,  due to decreases in turnaround
     services, partially offset by foreign exchange rates.


                                       13
<PAGE>
     For the nine months ended  September 30, 2002,  revenues  decreased by $7.5
     million,  or 10%, when compared to 2001,  due to the impact of the economic
     downturn  on  its  customers'  business.  Revenues  in  the  United  States
     decreased by $9.0 million,  or 32%,  compared to 2001,  due to decreases in
     underpressure and turnaround  services.  In Europe,  revenues  increased by
     $2.2  million,  or 6%,  compared to the same 2001  period,  as increases in
     underpressure  services and differences in foreign exchange rates more than
     offset decreases in turnaround services, other process services and product
     sales.  Asia-Pacific revenues decreased by $0.8 million, or 9%, compared to
     2001, due to decreases in product sales and turnaround services,  partially
     offset by increases in underpressure services and foreign exchange rates.

     Overall,  technical services operating income decreased by $0.6 million, or
     35%, for the three months ended  September  30, 2002,  when compared to the
     same 2001 period. In the United States,  operating income decreased by $0.9
     million,  compared  to the same  period in 2001,  due to the lower level of
     business.  In Europe,  operating income declined  slightly,  as a favorable
     pension  cost  adjustment  recorded  in the third  quarter  of 2001 was not
     totally offset by the margins resulting from increased revenues in 2002. In
     Asia-Pacific,  operating  income decreased by $0.1 million due to the lower
     revenues.

     Operating  income  decreased by $1.9  million,  or 46%, for the nine months
     ended  September 30, 2002,  when  compared to the same 2001 period.  In the
     United States, operating income decreased by $2.4 million,  compared to the
     same  period  in 2001,  due to the  lower  level of  business.  In  Europe,
     operating  income  decreased  by $1.0  million,  compared  to the same 2001
     period,  due primarily to favorable  pension cost  adjustments  recorded in
     2001.

     Headquarters costs for the three and nine month periods ended September 30,
     2001 includes $0.5 million and $1.4 million,  respectively, of amortization
     related  to  excess  of cost over  fair  value of net  assets  of  acquired
     businesses.  In the first quarter of 2002, the Company adopted Statement of
     Financial  Accounting  Standards  "(SFAS")  No.  142  "Goodwill  and  Other
     Intangible  Assets" which eliminates the amortization of goodwill and other
     intangible   assets  with  indefinite   lives  (see  Note  7  to  condensed
     consolidated financial statements).


     Information Technology Services

     The information  technology  services group provides  knowledge  management
     services to the commercial (financial and insurance),  government (federal,
     state,  county and  local) and  healthcare  sectors.  The group  focuses on
     evaluating  customer's  people  (employees  and  customers),  processes and
     technology to develop solutions that helps them achieve better outcomes and
     results.  Services are tailored to the specific  needs of the customers and
     include  consulting,  design,  development,   integration  of  third  party
     hardware,  maintenance,  training and customer service of custom technology
     solutions.

<TABLE>
<CAPTION>
                                                       Three Months Ended                  Nine Months Ended
                                                          September 30,                      September 30,
                                                   ---------------------------      ------------------------------
                                                      2002             2001              2002             2001
                                                   -----------     -----------      -------------   --------------
                                                                          (in thousands)

<S>                                                <C>             <C>              <C>             <C>
     Revenues                                      $     9,308     $    10,857      $      27,249   $       36,807
                                                   ===========     ===========      =============   ==============
     Operating income (loss)                       $    (1,344)    $       737      $      (3,194)  $        3,203
                                                   ===========     ===========      =============   ==============
     Capital expenditures,
         excluding acquisitions                    $       790     $       257      $       2,119   $          552
                                                   ===========     ===========      =============   ==============
</TABLE>


     For the three and nine months ended September 30, 2002,  revenues decreased
     by $1.5  million,  or 14%, and $9.6  million,  or 26%,  respectively,  when
     compared to the same 2001 periods.  Service revenues decreased in the third
     quarter and first nine months of 2002,  compared to the same 2001  periods,
     primarily due to lower communication-related  installation service revenues
     from  a  large  customer  as a  result  of  the  economic  downturn  in the
     technology sector.  Revenues from equipment sales, furnished at the request
     of selected customers,  increased in the third quarter and decreased in the
     first nine months of 2002, compared to the same 2001 periods, respectively,
     due to normal fluctuations in customer needs.

     Information  technology services operating income decreased by $2.1 million
     and $6.4 million for the three and nine month periods  ended  September 30,
     2002, respectively, compared to the same 2001 periods, primarily due to the
     lower revenues and planned investments in management, marketing and product
     development costs.

     Information  technology  services  operating  income for the three and nine
     month  periods  ended  September  30, 2001  includes  $0.1 million and $0.3
     million,  respectively, of amortization related to excess of cost over fair
     value of net assets of acquired  businesses.  In the first quarter of 2002,
     the Company  adopted  SFAS No. 142 which  eliminates  the  amortization  of
     goodwill and other  intangible  assets with indefinite lives (see Note 7 to
     condensed consolidated financial statements).


     Interest Expense

     Interest  expense  decreased  $0.3  million and $1.1  million for the three
     month and nine  month  periods  ended  September  30,  2002,  respectively,
     compared to the same periods in 2001, due to a decrease in debt levels (see
     "Liquidity  and Capital  Resources")  combined with lower interest rates on
     variable rate borrowings.


     Income Taxes

     Income tax benefit  (expense)  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.


     Liquidity and Capital Resources

     During  the  first  nine  months of 2002,  the  Company's  working  capital
     requirements  for operations and capital  expenditures  were funded through
     the use of internally generated funds.

     Cash provided by (used in) operating activities from continuing  operations
     was $4.1 million and ($1.5) million for the nine months ended September 30,
     2002 and 2001,  respectively.  The increase during the first nine months of
     2002,  compared  to the same  2001  period,  was due to normal  changes  in
     working capital  components  resulting from the timing of cash receipts and
     disbursements,  partially  offset by decreases  in revenues  and  operating
     income.

     Capital  expenditures  for continuing  operations were $3.6 million for the
     nine months ended September 30, 2002, compared to $3.2 million in 2001. The
     Company  expects  to fund  maintenance  capital  expenditures  in 2002 with
     existing cash and anticipated cash flows from operations.

     In  connection  with a stock  repurchase  plan  authorized by the Company's
     Board of Directors, the Company purchased approximately 1,575,000 shares of
     the  Company's  common stock,  at a cost of $3.0  million,  during the nine
     months ended  September 30, 2002. The stock purchases were funded with cash
     on hand.

     On August 13, 2002, a wholly-owned subsidiary of the Company entered into 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,  based on either
     the LIBOR rate or prime rate, has a commitment fee on the unused portion of
     the facility and contains certain financial and operational  covenants with
     respect to the technical services group. The Loan Agreement matures in 2009
     and is secured by substantially all of the tangible assets of the technical
     services group.

     On  March 1,  2002,  the  Company  purchased  $10.0  million  of its  8.75%
     subordinated  debentures  at par value,  which  satisfies  its sinking fund
     requirements on these subordinated debentures until 2008.

     On March 30, 2001, the Company's  Series A Preferred Stock was redeemed for
     cash at the stated  redemption price of $10.67 per share,  plus accrued and
     unpaid  dividends,  for a total cost of  approximately  $6.1  million.  The
     redemption  cost  includes a $0.4  million  redemption  premium,  which was
     recognized  as dividends  and  redemption  premium  applicable to preferred
     stock in the first quarter of 2001.

     Additional information related to the sources and uses of cash is presented
     in the 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, 2001.


     Recent Accounting Pronouncements

     In June of 2001,  the  FASB  issued  SFAS No.  143  "Accounting  for  Asset
     Retirement   Obligations",   which   establishes   requirements   for   the
     removal-type  costs  associated  with  asset  retirements.  The  Company is
     currently  assessing  the impact of SFAS No. 143,  which must be adopted in
     the first quarter of 2003.

     In April of 2002, the FASB issued SFAS No. 145,  which,  among other items,
     affects the income statement  classification of gains and losses from early
     extinguishment  of debt.  Under SFAS No. 145,  which must be adopted by the
     first quarter of 2003,  early  extinguishment  of debt is now  considered a
     risk  management  strategy,  with  resulting  gains  and  losses  no longer
     classified as an extraordinary item, unless the debt  extinguishment  meets
     certain unusual in nature and infrequency of occurrence criteria,  which is
     expected to be rare. Upon adoption,  companies must reclassify  prior items
     that do not meet the new extraordinary  item  classification  criteria as a
     component of operating income. Adoption of SFAS No. 145 will have no effect
     on the net income of the Company.

     In July 2002, the FASB issued 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  Company is  currently  assessing  the
     impact of SFAS No. 146, which must be adopted in the first quarter of 2003.




<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.  The Company's investment
portfolio  consists  of cash  equivalents;  accordingly,  the  carrying  amounts
approximate  fair  value.  The  Company's  investments  are not  material to its
financial position or performance.  Assuming variable rate debt of $19.5 million
at September 30, 2002, a one percent  increase in interest  rates would increase
annual net interest expense by approximately $0.2 million.


Item 4. Controls and Procedures

In its recent Release No.  34-46427,  effective  August 29, 2002, the SEC, among
other things, 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 Act of 1934 (the
"Exchange  Act").  While the Company  believes that its disclosure  controls and
procedures  have been  effective to  accomplish  these  objectives,  the Company
intends to continue to examine, refine and formalize its disclosure controls and
procedures and to monitor ongoing developments in this area.

The  principal  executive  officer and the principal  financial  officers of the
Company have informed the Company that,  based upon their  evaluation  within 90
days  of the  date of this  filing  of the  Company's  disclosure  controls  and
procedures (as defined in Rule  13a-14(c) and Rule 15d-14(c)  under the Exchange
Act),  they have  concluded  that those  disclosure  controls and procedures are
effective.

There have been no changes in the  Company's  internal  controls or in the other
factors  known to the Company that could  significantly  affect  these  controls
subsequent to their evaluation,  nor have any corrective  actions with regard to
significant deficiencies and material weaknesses been necessary.


                           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.

                                       18
<PAGE>
          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.

          10.1 Amended and Restated Loan Agreement  between  Furmanite PLC, Bank
               of Scotland  and certain  other  Lenders,  dated May 1, 1991,  as
               amended, (the "Furmanite Loan Agreement"),  filed as Exhibit 10.8
               of the exhibits to the Registrant's  Form 10-K for the year ended
               December  31,  1994;   Exhibit  10.12  of  the  exhibits  to  the
               Registrant's  Form 10-K for the year  ended  December  31,  1996;
               Exhibit  10.12 of the  Registrant's  Form 10-K for the year ended
               December 31, 1997; and,  Exhibit 10.13 of the  Registrant's  Form
               10-K for the year ended  December  31, 1999,  which  exhibits are
               hereby incorporated by reference.

          10.2 Amendment and Restatement of the Furmanite Loan Agreement,  filed
               as Exhibit 10.2 of the exhibits to the Registrant's  Form 10Q for
               the  quarter  ended  June  30,  2002,  which  exhibit  is  hereby
               incorporated by reference.


     (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:  November 14, 2002                             //s//
                                               ---------------------------------
                                               Michael R. Bakke
                                               Controller




<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
          Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

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

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

2.   Based on my knowledge, this 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 officers and I are responsible
     for  establishing  and maintaining  disclosure  controls and procedures and
     internal  controls and  procedures  for financial  reporting (as defined in
     Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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
          issuer, 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)   Designed  such  internal   controls  and   procedures   for  financial
          reporting,  or  caused  such  internal  controls  and  procedures  for
          financial reporting to be designed under their supervision, to provide
          reasonable  assurances that the registrant's  financial statements are
          fairly  presented in conformity  with  generally  accepted  accounting
          principles;

     c)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and internal  controls and  procedures  for financial
          reporting  as of  the  end  of  the  period  covered  by  this  report
          ("Evaluation Date");

     d)   Presented in this report our conclusions  about the  effectiveness  of
          the  disclosure  controls and  procedures  and  internal  controls and
          procedures for financial  reporting  based on our evaluation as of the
          Evaluation  Date;

     e)   Disclosed to the registrant's  auditors and the audit committee of the
          board of directors:

          (i)  All  significant  deficiencies  and  material  weaknesses  in the
               design or  operation  of internal  controls  and  procedures  for
               financial reporting which could adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information  required to be  disclosed by the  registrant  in the
               reports that it files or submits under the Act (15 U.S.C.  78a et
               seq.),  within the time periods specified in the U.S.  Securities
               and Exchange Commission's rules and forms; and

          (ii) Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls and procedures for financial reporting; and

     f)   Indicated in this report any significant  changes in the  registrant's
          internal  controls and procedures for financial  reporting or in other
          factors  that  could   significantly   affect  internal  controls  and
          procedures  for financial  reporting made during the period covered by
          this  report,  including  any  actions  taken to  correct  significant
          deficiencies  and material  weaknesses  in the  registrant's  internal
          controls and procedures for financial reporting.



Date:  November 14, 2002                         //s//
                                           -------------------------------------
                                           John R. Barnes
                                           President and Chief Executive Officer




<PAGE>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
          Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

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

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

2.   Based on my knowledge, this 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  officers  and I are  responsible  for
     establishing  and  maintaining   disclosure  controls  and  procedures  and
     internal  controls and  procedures  for financial  reporting (as defined in
     Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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
          issuer, 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)   Designed  such  internal   controls  and   procedures   for  financial
          reporting,  or  caused  such  internal  controls  and  procedures  for
          financial reporting to be designed under their supervision, to provide
          reasonable  assurances that the registrant's  financial statements are
          fairly  presented in conformity  with  generally  accepted  accounting
          principles;

     c)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and internal  controls and  procedures  for financial
          reporting  as of  the  end  of  the  period  covered  by  this  report
          ("Evaluation Date");

     d)   Presented in this report our conclusions  about the  effectiveness  of
          the  disclosure  controls and  procedures  and  internal  controls and
          procedures for financial  reporting  based on our evaluation as of the
          Evaluation Date;

     e)   Disclosed to the registrant's  auditors and the audit committee of the
          board of directors:

          (i)  All  significant  deficiencies  and  material  weaknesses  in the
               design or  operation  of internal  controls  and  procedures  for
               financial reporting which could adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information  required to be  disclosed by the  registrant  in the
               reports that it files or submits under the Act (15 U.S.C.  78a et
               seq.),  within the time periods specified in the U.S.  Securities
               and Exchange Commission's rules and forms; and

          (ii) Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls and procedures for financial reporting; and

     f)   Indicated in this report any significant  changes in the  registrant's
          internal  controls and procedures for financial  reporting or in other
          factors  that  could   significantly   affect  internal  controls  and
          procedures  for financial  reporting made during the period covered by
          this  report,  including  any  actions  taken to  correct  significant
          deficiencies  and material  weaknesses  in the  registrant's  internal
          controls and procedures for financial reporting.



Date:  November 14, 2002                          //s//
                                         -------------------------------------
                                         Howard C. Wadsworth
                                         Vice President, Treasurer and Secretary
                                         (Chief Financial Officer)


<PAGE>
                     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, 2002,  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 14, 2002                          //s//
                                         -------------------------------------
                                         John R. Barnes
                                         President and Chief Executive Officer


<PAGE>
                     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, 2002,  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 14, 2002                          //s//
                                         -------------------------------------
                                         Howard C. Wadsworth
                                         Vice President, Treasurer and Secretary
                                         (Chief Financial Officer)