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

                                 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 June 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 July 31, 2003
---------------------                               ----------------------------
     No par value                                        31,568,740 shares

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

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

FORM 10-Q
QUARTER ENDED JUNE 30, 2003
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                           Page No.
                           Part I. Financial Information
<S>               <C>                                                                                        <C>
Item 1.           Financial Statements (Unaudited)

                  Consolidated Statements of Operations - Three and
                    Six Months Ended June 30, 2003 and 2002                                                    1

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

                  Condensed Consolidated Statements of Cash Flows - Six
                    Months Ended June 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                Six Months Ended
                                                               June 30,                         June 30,
                                                     -----------------------------    -----------------------------
                                                          2003           2002              2003           2002
                                                     -------------   -------------    -------------  --------------
<S>                                                  <C>             <C>              <C>            <C>
Revenues:
     Services                                        $      29,980   $      28,454    $      58,841  $       55,327
     Products                                                3,253           3,959            6,616           5,254
                                                     -------------   -------------    -------------  --------------
         Total revenues                                     33,233          32,413           65,457          60,581
                                                     -------------   -------------    -------------  --------------
Costs and expenses:
     Operating costs                                        27,836          27,773           55,226          54,277
     Cost of products sold                                   2,886           3,833            5,593           5,064
     Depreciation and amortization                           1,005           1,019            2,099           1,903
     General and administrative                                817             943            1,624           1,888
                                                     -------------   -------------    -------------  --------------
         Total costs and expenses                           32,544          33,568           64,542          63,132
                                                     -------------   -------------    -------------  --------------

Operating income (loss)                                        689          (1,155)             915          (2,551)

Interest and other income, net                                  40             112              130             249
Interest expense                                              (391)           (408)            (750)           (918)
                                                     -------------   -------------    -------------  --------------

Income (loss) before income taxes and
   cumulative effect of change in
   accounting principle                                        338          (1,451)             295          (3,220)
Income tax benefit                                              82             878              268           1,733
                                                     -------------   -------------    -------------  --------------
Income (loss) before cumulative effect
   of change in accounting principle                           420            (573)             563          (1,487)

Cumulative effect of change in accounting
   principle - adoption of new accounting
   standard for goodwill, net of income taxes                 -              -                 -            (45,269)
                                                     -------------   -------------    -------------  --------------
Net income (loss)                                    $         420   $        (573)   $         563  $      (46,756)
                                                     =============   =============    =============  ==============

Earnings (loss) per common share - Basic and diluted:
     Before cumulative effect of change
         in accounting principle                     $         .01   $       (.02)    $         .02  $         (.04)
     Cumulative effect of change in
       accounting principle                                   -              -                 -              (1.36)
                                                     -------------   ------------     -------------  --------------
                                                     $         .01   $       (.02)    $         .02  $        (1.40)
                                                     =============   ============     =============  ==============

</TABLE>

                 See notes to consolidated financial statements.
                                        1

<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                              June 30,              December 31,
                                                                                2003                    2002
                                                                          ---------------        ------------------
                                                                             (Unaudited)
            ASSETS
<S>                                                                        <C>                     <C>
Current assets:
    Cash and cash equivalents                                              $       21,981          $      25,624
    Accounts receivable, trade                                                     33,032                 36,208
    Receivable from businesses distributed to common
        shareholders                                                                7,501                  7,412
    Inventories                                                                     8,376                  8,424
    Prepaid expenses and other                                                      3,711                  5,264
                                                                           --------------          -------------
        Total current assets                                                       74,601                 82,932
                                                                           --------------          -------------

Property and equipment                                                             41,725                 38,830
Less accumulated depreciation and amortization                                     27,377                 24,875
                                                                           --------------          -------------
    Net property and equipment                                                     14,348                 13,955
                                                                           --------------          -------------

Excess of cost over fair value of net assets of
    acquired businesses                                                            13,802                 13,802
Deferred income taxes and other assets                                             18,708                 16,958
                                                                           --------------          -------------
                                                                           $      121,459          $     127,647
                                                                           ==============          =============

               LIABILITIES AND EQUITY
Current liabilities:
    Current portion of long-term debt                                      $          777          $         747
    Accounts payable                                                                4,083                  3,919
    Accrued expenses                                                               18,730                 21,419
    Accrued income taxes                                                           10,656                  9,792
                                                                           --------------          -------------
        Total current liabilities                                                  34,246                 35,877
                                                                           --------------          -------------
Long-term debt, less current portion:
    Technical services                                                             17,063                 18,479
    Parent company                                                                  5,000                  9,930
                                                                           --------------          -------------
        Total long-term debt, less current portion                                 22,063                 28,409
                                                                           --------------          -------------

Other liabilities                                                                   2,077                  1,812

Commitments and contingencies

Stockholders' equity:
    Common stock, without par value                                                 4,333                  4,333
    Additional paid-in capital                                                    126,605                126,675
    Treasury stock, at cost                                                       (26,322)               (26,390)
    Accumulated deficit                                                           (35,027)               (35,590)
    Accumulated other comprehensive income (loss)                                  (6,516)                (7,479)
                                                                           --------------          -------------
    Total stockholders' equity                                                     63,073                 61,549
                                                                           --------------          -------------
                                                                           $      121,459          $     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>
                                                                                            Six Months Ended
                                                                                                 June 30,
                                                                                  ---------------------------------
                                                                                        2003              2002
                                                                                  -------------      --------------
<S>                                                                               <C>                <C>
Operating activities:
   Net income (loss)                                                              $         563      $      (46,756)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
       Depreciation and amortization                                                      2,099               1,903
       Deferred income taxes                                                             (1,589)             (1,696)
       Cumulative effect of change in accounting principle                                -                  45,269
       Other                                                                                279                 384
       Changes in working capital components                                              2,863               2,737
                                                                                  -------------      --------------
         Net cash provided by operating activities                                        4,215               1,841
                                                                                  -------------      --------------

Investing activities:
   Capital expenditures                                                                  (2,232)             (2,181)
   Other                                                                                    748                 346
                                                                                  -------------      --------------
       Net cash used in investing activities                                             (1,484)             (1,835)
                                                                                  -------------      --------------

Financing activities:
   Issuance of debt and capital leases                                                      273               2,238
   Payments on debt and capital leases                                                   (6,542)            (12,606)
   Common stock issued and other                                                            (16)                479
   Purchase of treasury stock                                                             -                  (1,452)
   Decrease (increase) in receivable from businesses
     distributed to common shareholders                                                     (89)             10,336
                                                                                  -------------      --------------
       Net cash used in financing activities                                             (6,374)             (1,005)
                                                                                  -------------      --------------

Decrease in cash and cash equivalents                                                    (3,643)               (999)
Cash and cash equivalents at beginning of period                                         25,624              29,545
                                                                                  -------------      --------------
Cash and cash equivalents at end of period                                        $      21,981      $       28,546
                                                                                  =============      ==============

Supplemental cash flow information:
   Cash paid for interest                                                         $         964      $        1,460
                                                                                  =============      ==============
   Cash paid for income taxes                                                     $         214      $          616
                                                                                  =============      ==============

</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 six month  periods  ended June 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 June 30, 2003 and the consolidated results of
     their  operations  and cash flows for the  periods  ended June 30, 2003 and
     2002.  Operating  results  for the six months  ended June 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                Six Months Ended
                                                                  June 30,                      June 30,
                                                     -----------------------------    -----------------------------
                                                          2003            2002             2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                (in thousands - except per share amounts)

<S>                                                  <C>             <C>              <C>            <C>
     Reported net income (loss)                      $         420   $        (573)   $         563  $      (46,756)

     Stock-based employee compensation
         expense determined under the fair
         value based method, net of income
         taxes                                                 (38)           (130)             (59)           (229)
                                                     -------------   -------------    -------------  --------------
     Pro forma net income (loss)                     $         382   $        (703)   $         504  $      (46,985)
                                                     =============   =============    =============  ==============

     Earnings (loss) per share:
        As Reported:
           Basic                                     $         .01   $        (.02)   $         .02  $        (1.40)
                                                     =============   =============    =============  ==============
           Diluted                                   $         .01   $        (.02)   $         .02  $        (1.40)
                                                     =============   =============    =============  ==============
        Pro forma:
           Basic                                     $         .01   $        (.02)   $         .02  $        (1.41)
                                                     =============   =============    =============  ==============
           Diluted                                   $         .01   $        (.02)   $         .02  $        (1.41)
                                                     =============   =============    =============  ==============
</TABLE>

<PAGE>
2.   COMPREHENSIVE INCOME

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

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

<S>                                                  <C>             <C>              <C>            <C>
     Net income (loss)                               $         420   $        (573)   $         563  $      (46,756)
     Foreign currency translation
        adjustment                                             987           1,272              963             891
                                                     -------------   -------------    -------------  --------------
     Comprehensive income (loss)                     $       1,407   $         699    $       1,526  $      (45,865)
                                                     =============   =============    =============  ==============
</TABLE>

     At June 30, 2003 and  December 31, 2002,  accumulated  other  comprehensive
     loss consisted of cumulative  foreign currency  translation  adjustments of
     $0.3 million and $1.3 million,  respectively, and minimum pension liability
     adjustments   for   subsidiaries   of  $6.2   million  and  $6.2   million,
     respectively.

<PAGE>


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 June 30, 2003
     --------------------------------
         Basic earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           420              31,998   $        .01
                                                                                                   ============

         Effect of dilutive securities                                   -                   810
                                                             ---------------     ---------------

         Diluted earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           420              32,808   $        .01
                                                             ===============     ===============   ============

     Three Months Ended June 30, 2002
     --------------------------------
         Basic earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $          (573)             33,379   $       (.02)
                                                                                                   ============

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

         Diluted earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $          (573)             33,379   $       (.02)
                                                             ===============     ===============   ============

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                          <C>                 <C>               <C>
     Six Months Ended June 30, 2003
     ------------------------------
         Basic earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           563              31,998   $        .02
                                                                                                   ============

         Effect of dilutive securities                                   -                   722
                                                             ---------------     ---------------

         Diluted earnings per share -
              Income before cumulative
              effect of change in accounting
              principle                                      $           563              32,720   $        .02
                                                             ===============     ===============   ============

     Six Months Ended June 30, 2002
     ------------------------------
         Basic earnings per share - Income
              (loss) before cumulative effect
              of change in accounting principle              $        (1,487)             33,343   $       (.04)
                                                                                                   ============

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

         Diluted earnings per share -
              Income (loss) before cumulative
              effect of change in accounting
              principle                                      $        (1,487)             33,343   $       (.04)
                                                             ===============     ===============   ============
</TABLE>

     The Company's 8.75% convertible  subordinated debentures were excluded from
     the computation of diluted  earnings (loss) per share for the three and six
     month periods ended June 30, 2003 and 2002,  because the effects of assumed
     conversion  would be  anti-dilutive.  Options  to  purchase  1,406,661  and
     1,468,728  shares of common stock at weighted  average  prices of $2.45 and
     $2.43,  respectively,  were outstanding for the three and six month periods
     ended June 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 six month periods ended
     June 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                Six Months Ended
                                                                June 30,                         June 30,
                                                     -----------------------------    -----------------------------
                                                          2003           2002              2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                             (in thousands)
<S>                                                  <C>             <C>              <C>            <C>
     Business segment revenues:
        Technical services                           $      25,111   $      22,171    $      48,119  $       42,640
        Information technology services                      8,122          10,242           17,338          17,941
                                                     -------------   -------------    -------------  --------------
                                                     $      33,233   $      32,413    $      65,457  $       60,581
                                                     =============   =============    =============  ==============
     Technical services segment revenues:
        Underpressure services                       $      10,463   $      10,018    $      21,278  $       19,982
        Turnaround services                                 12,280          10,398           22,220          18,994
        Other services                                       2,368           1,755            4,621           3,664
                                                     -------------   -------------    -------------  --------------
                                                     $      25,111   $      22,171    $      48,119  $       42,640
                                                     =============   =============    =============  ==============

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                         Three Months Ended                Six Months Ended
                                                              June 30,                         June 30,
                                                     -----------------------------    -----------------------------
                                                          2003           2002              2003           2002
                                                     -------------   -------------    -------------  --------------
                                                                             (in thousands)

<S>                                                  <C>             <C>              <C>            <C>
     Business segment profit:
        Technical services                           $       1,957   $         974    $       3,298  $        1,187
        Information technology services                       (451)         (1,186)            (759)         (1,850)
        General corporate                                     (817)           (943)          (1,624)         (1,888)
                                                     -------------   -------------    -------------  --------------
           Operating income (loss)                             689          (1,155)             915          (2,551)
        Interest and other income, net                          40             112              130             249
        Interest expense                                      (391)           (408)            (750)           (918)
                                                     -------------   -------------    -------------  --------------
        Income (loss) before income taxes
           and cumulative effect of change
           in accounting principle                   $         338   $      (1,451)   $         295  $       (3,220)
                                                     =============   =============    =============  ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                                         June 30,      December 31,
                                                                                           2003           2002
                                                                                      -------------  --------------
                                                                                             (in thousands)
<S>                                                                                   <C>            <C>
     Total assets:
        Technical services                                                            $      63,284  $       63,319
        Information technology services                                                      19,713          26,956
        General corporate                                                                    38,462          37,372
                                                                                      -------------  --------------
                                                                                      $     121,459  $      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 June 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.



     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 June 30, 2003 and December 31, 2002         $      13,802
                                                                  =============




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   addressed  the   consolidation   by  business
     enterprises of variable interest entities as defined in the interpretation.
     The  interpretation  applies  immediately to variable interests in variable
     interest entities created after January 31, 2003, and to variable interests
     in  variable  interest  entities  obtained  after  January  31,  2003.  The
     interpretation  requires certain disclosures in financial statements issued
     after January 31, 2003. The initial  application of this interpretation had
     no effect on the consolidated financial statements of the Company.




<PAGE>
XANSER CORPORATION AND SUBSIDIARIES

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

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

     Operating Results:


     Technical Services

     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                  Six Months Ended
                                                            June 30,                           June 30,
                                                   ---------------------------      ------------------------------
                                                      2003             2002             2003            2002
                                                   -----------     -----------      -------------   --------------
                                                                          (in thousands)
<S>                                                <C>             <C>              <C>             <C>
     Revenues:
         United States                             $     5,841     $     6,190      $      11,954   $       13,442
         Europe                                         15,627          13,480             29,495           24,117
         Asia-Pacific                                    3,643           2,501              6,670            5,081
                                                   -----------     -----------      -------------   --------------
              Total Revenues                       $    25,111     $    22,171      $      48,119   $       42,640
                                                   ===========     ===========      =============   ==============

     Operating income:
         United States                             $      (513)    $      (456)     $        (383)  $         (591)
         Europe                                          2,152           1,740              3,727            2,406
         Asia-Pacific                                      491             100                837              223
         Headquarters                                     (173)           (410)              (883)            (851)
                                                   -----------     -----------      -------------   --------------
              Total operating income               $     1,957     $       974      $       3,298   $        1,187
                                                   ===========     ===========      =============   ==============

     Capital expenditures,
         excluding acquisitions                    $       550     $       221      $       1,159   $          852
                                                   ===========     ===========      =============   ==============
</TABLE>


     For the three  months  ended  June 30,  2003,  revenues  for the  technical
     services business  increased by $2.9 million,  or 13%, when compared to the
     same 2002 period. In the United States,  second quarter revenues  decreased
     by $0.3 million,  or 6%, compared to the same period in 2002, due primarily
     to decreases in  underpressure  services,  partially offset by increases in
     turnaround services. In Europe, revenues increased by $2.1 million, or 16%,
     when  compared  to  the  second  quarter  of  2002,  due  to  increases  in
     underpressure  services,   product  sales  and  foreign  currency  exchange
     differences, partially offset by decreases in other process plant services.
     In Asia-Pacific,  revenues increased by $1.1 million, or 46%, when compared
     to the second quarter of 2002, due to increases in turnaround  services and
     foreign currency  exchange  differences.

     For the six  months  ended  June  30,  2003,  technical  services  revenues
     increased  by $5.5  million,  or 13%,  when  compared to the same period in
     2002. Revenues in the United States decreased by $1.5 million, or 11%, when
     compared to 2002,  due  primarily to decreases  in  underpressure  services
     resulting from  decisions to exit  non-performing  contracts  which did not
     meet current  requirements  for generating  favorable  returns.  In Europe,
     revenues  increased by $5.4 million,  or 22%, when compared to 2002, due to
     increases in  underpressure  and turnaround  services and foreign  currency
     exchange differences,  partially offset by decreases in other process plant
     services.  Asia-Pacific  revenues  increased by $1.6 million,  or 31%, when
     compared to 2002,  due to increases in turnaround  services,  product sales
     and foreign currency exchange differences.

     Technical services operating income increased by $1.0 million, or 101%, for
     the three  months  ended  June 30,  2003,  when  compared  to the same 2002
     period.  In the United States,  operating income decreased by $0.1 million,
     or 13%,  compared to the same period in 2002, due to decreases in revenues,
     which was partially offset by higher operating margins. In Europe and Asia,
     operating  income increased by $0.4 million,  or 24%, and $0.4 million,  or
     391%,  respectively,  when  compared to the same 2002 period due to overall
     higher revenue levels.

     For the six months ended June 30, 2003, technical services operating income
     increased by $2.1 million,  or 178%, when compared to the same 2002 period.
     In the United States,  operating income increased by $0.2 million,  or 35%,
     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 $1.3
     million, or 55%, and $0.6 million, or 275%, respectively,  when compared to
     the same 2002 period, due to 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                  Six Months Ended
                                                            June 30,                           June 30,
                                                   ---------------------------      ------------------------------
                                                      2003             2002             2003            2002
                                                   -----------     -----------      -------------   --------------
                                                                          (in thousands)

<S>                                                <C>             <C>             <C>              <C>
     Revenues                                      $     8,122     $    10,242     $       17,338   $       17,941
                                                   ===========     ===========     ==============   ==============
     Operating income (loss)                       $      (451)    $    (1,186)    $         (759)  $       (1,850)
                                                   ===========     ===========     ==============   ==============
     Capital expenditures,
         excluding acquisitions                    $       454     $       636     $        1,073   $        1,329
                                                   ===========     ===========     ==============   ==============

</TABLE>

     For the  three and six  month  periods  ended  June 30,  2003,  information
     technology  services revenues  decreased by $2.1 million,  or 21%, and $0.6
     million,  or 3%,  respectively,  when  compared  to the same 2002  periods.
     Service  revenues  decreased in the second  quarter and first half 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,  decreased  in  the  second  quarter  and
     increased in the first half of 2003, compared to the same 2002 periods, due
     to normal fluctuations in customer needs.

     Information  technology  services  operating loss decreased by $0.7 million
     and $1.1 million for the three and six month  periods  ended June 30, 2003,
     respectively,  compared  to the same 2002  periods,  due  primarily  to the
     segment's   strategic  focus  on  higher  margin  business.   Additionally,
     operating  income  (loss) for the three and six months  ended June 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 during the six months ended June
     30, 2003,  compared to the same 2002 period,  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 June 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 $4.2 million and $1.8 million for
     the six months ended June 30, 2003 and 2002, respectively. The increase was
     due to the overall  higher  revenues and operating  income.  During the six
     months ended June 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 $2.2 million for both six month  periods  ended
     June 30, 2003 and 2002. 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 June 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
     (3.29% at June 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 June 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 Company's 8.75%  subordinated  debentures ($5.0 million  outstanding at
     June 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 June 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.


     Recent Accounting Pronouncements

     In May of 2003,  the FASB  issued  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.  SFAS No. 150 is
     effective for financial  instruments entered into or modified after May 31,
     2003, and otherwise is effective for interim periods  beginning on or after
     June 15, 2003.  The Company does not expect the adoption of SFAS No. 150 to
     have a material  effect on the  consolidated  financial  statements  of the
     Company.

     In  November  of 2002,  the FASB's  Emerging  Issues  Task Force  reached a
     consensus on 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 Company is currently evaluating
     the impact of EITF Issue No.  00-21,  which  must be  adopted  for  revenue
     arrangements entered into in fiscal periods beginning after June 15, 2003.




<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 $16.0 million at June 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.

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

The Company's principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) as of June 30, 2003,
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.

          10.1*Xanser  Corporation  Stock Incentive  Plan,  amended and restated
               effective July 31, 2003, filed herewith.

          31.1 Certification of Chief Executive Officer, Pursuant to Section 302
               of the  Sarbanes-Oxley  Act of 2002, dated as of August 14, 2003,
               filed herewith.

          31.2 Certification of Chief Financial Officer, Pursuant to Section 302
               of the  Sarbanes-Oxley  Act of 2002, dated as of August 14, 2003,
               filed herewith.

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

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

          *    Denotes management contract.

     (b)  Reports on Form 8-K

          Current Report on Form 8-K, filed May 12, 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:  August 14, 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:   August 14, 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:   August 14, 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 June 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:   August 14, 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 June 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:   August 14, 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.