content: <PAGE>   1
    As filed with the Securities and Exchange Commission on July 24, 1996
  
                                                   Registration No. 333-__________
  
  ================================================================================
  
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              KANEB SERVICES, INC.
             (Exact name of registrant as specified in its charter)
  
  
                   DELAWARE                               75-1191271
       (State or other jurisdiction of         (I.R.S. Employer Identification
        incorporation or organization)                       No.)
  
          2435 N. CENTRAL EXPRESSWAY
               RICHARDSON, TEXAS                            75080
   ----------------------------------------  ------------------------------------
   (Address of Principal Executive Offices)               (Zip Code)
  
  
                              KANEB SERVICES, INC.
                                1996 SUPPLEMENTAL
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)
  
                      MICHAEL B. GLAZER, CORPORATE COUNSEL
                              KANEB SERVICES, INC.
                           2435 N. CENTRAL EXPRESSWAY
                             RICHARDSON, TEXAS 75080
                     (Name and address of agent for service)
                                 (214) 699-4000
          (Telephone number, including area code, of agent for service)
  
                               --------------------
  
                                     Copy to:
                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                            HOUSTON, TEXAS 77010-3095
                                  (713) 651-5151
                            ATTENTION:  JOHN A. WATSON
  
                               --------------------
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  ============================================================================================================================
  Title of securities to be registered    Amount to be         Proposed maximum       Proposed maximum        Amount of
                                          registered(1)       offering price per     aggregate offering    registration fee
                                                                  share(2)               price(2)
  - ----------------------------------------------------------------------------------------------------------------------------
  <S>                                     <C>                  <C>                   <C>                  <C>
  Common Stock, no par value               150,000 shares           $2.75                $412,500               $143
  ============================================================================================================================
  </TABLE>
  
  (1)  There are also registered hereby such indeterminate number of shares of
       Common Stock as may become issued by reason of the anti-dilution provisions
       of the plan. 
  
  (2)  Pursuant to Rule 457(h), the proposed maximum offering price is
       estimated, solely for the purpose of determining the registration fee, on
       the basis of the average high and low sales prices of a share of Common
       Stock as reported by The New York Stock Exchange on July 23, 1996.
  
  
  <PAGE>   2
  
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Kaneb Services, Inc., a Delaware corporation (the "Company"), hereby
  incorporates by reference in this Registration Statement the following
  documents:
  
        (a)  The Company's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1995.
  
        (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), since December 31, 1995.
  
        (c)  The description of the Company's common stock, no par value
             (the "Common Stock"), contained in a registration statement on Form
             8-A filed pursuant to the Exchange Act, including any amendment or
             report filed for the purpose of updating such description.
  
       All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, is hereby
  deemed to be incorporated by reference in this Registration Statement and a
  part hereof from the date of the filing of such documents.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The consolidated financial statements of the Company incorporated in this
  Registration Statement by reference to the Company's Annual Report on Form 10-K
  for the year ended December 31, 1995, have been so incorporated in reliance on
  the report of Price Waterhouse LLP, independent accountants, given on the
  authority of said firm as experts in accounting and auditing.  The validity of
  the issuance of the shares of Common Stock registered hereby will be passed
  upon by Fulbright & Jaworski L.L.P., counsel to the Company.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Twelve of the Company's Certificate of Incorporation provides that
  no director of the Company will be personally liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty by such
  directors as a director; provided, however, that such article will not
  eliminate or limit liability of a director to the extent provided by applicable
  law (i) for any breach of the director's duty of loyalty to the Company or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of the law, (iii) under Section
  174 of the General Corporation Law of the State of Delaware (the "GCL"), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
       Section 145 of the General Corporation Law of the State of Delaware
  empowers the Company to, and the By-Laws of the Company provide that it shall,
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Company, or is or was serving at the request of the Company as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses, judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful; except that, in the case
  of an action or suit by or in the right of the Company, no
  
  
  
  
  <PAGE>   3
  
  
  
  indemnification may be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the Company unless
  and only to the extent that the Court of Chancery or the court in which such
  action or suit was brought shall determine that such person is fairly and
  reasonably entitled to indemnity for proper expenses.
  
       In 1986, the Company entered into individual Indemnification Assurance
  Agreements (the "Agreements") with each person who was then a director or
  executive officer of the Company.  Pursuant to the Agreements, the Company has
  agreed to indemnify such persons to the full extent provided by applicable law
  and the By-laws of the Company.
  
  ITEM 8. EXHIBITS.
  
      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 Quarterly Report on 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 1 of the exhibits to the Registrant's Current      
             Report on Form 8-K and Registration Statement on Form 8-A, dated    
             April 5, 1988, which exhibit is hereby incorporated 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 the         
             Registrant's Annual Report on Form 10-K for the year ended December 
             31, 1991, which exhibit is hereby incorporated by reference.        
                                                                                 
      4.4    Indenture between Moran Energy Inc. and First City National         
             Bank of Houston, dated as of January 15, 1984, under which Moran    
             Energy Inc. issued the 8 3/4% Subordinated Debentures due 2008,     
             filed as Exhibit 4.1 to Moran Energy Inc.'s Registration Statement  
             on Form S-3 (SEC File No. 2-81227), which exhibit is hereby         
             incorporated.                                                       
                                                                                 
      4.5    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 4.4 above, filed  
             as Exhibit 4.8 of the 1983 Form 10-K, which exhibit is hereby       
             incorporated by reference.                                          
                                                                                 
      4.6    1996 Supplemental Deferred Compensation Plan.                       
                                                                                 
      5.1    Opinion of Fulbright & Jaworski L.L.P. regarding the legality       
             of the securities being registered.                                 
                                                                                 
                                                                                 
      24.1   Consent of independent accountants, Price Waterhouse LLP, filed     
             herewith.                                                           
                                                                                 
      24.2   Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1    
             hereto).                                                            
                                                                                 
      25.1   Power of attorney (contained on page  hereof).                      
  
  
  
  
  
  <PAGE>   4
  
  
  
  ITEM 9.  UNDERTAKINGS.
  
  (a) The undersigned registrant hereby undertakes:
  
       (i) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  
             (A) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "Securities Act");
  
             (B) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment hereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in this
        Registration Statement; and
  
             (C) To include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement;
  
        Provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed by the Company
        pursuant to Section 13 or Section 15(d) of the Exchange Act that are
        incorporated by reference in this Registration Statement.
  
        (ii) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        (iii) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination
  of the offering.
  
  (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference into this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the Company in
  the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel, the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of whether such indemnification by it is against
  public policy as expressed in the Securities Act and will be governed by the
  final adjudication of such issue.
  
  
  
  
  
  
  
  
  
  
  <PAGE>   5
  
                                POWER OF ATTORNEY
  
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Howard C. Wadsworth or Tony M. Regan to act as
  his true and lawful attorney-in-fact and agent, with full power of substitution
  and resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all post-effective amendments to the foregoing
  filing, and to file the same with all exhibits thereto and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and perform
  each and every act and thing requisite and necessary to be done, as fully and
  to all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact or agent, or his substitute or
  substitutes or all of them may lawfully do or cause to be done by virtue
  hereof.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for the foregoing filing and had duly caused the foregoing filing
  to be signed on its behalf by the undersigned, thereunto duly authorized, in
  the City of Richardson, State of Texas, on the 24th day of July, 1996.
  
                                     KANEB SERVICES, INC.
  
  
                                     By: /s/ Howard C. Wadsworth
                                        ----------------------------------------
                                     Name:   (Howard C. Wadsworth)
                                     Title:   Vice President, Secretary and 
                                              Treasurer
  
  
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE FOREGOING
  FILING HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
  
  <TABLE>
  <CAPTION>
              Name                   Title                          Date
       ------------------  --------------------------------     -------------
       <S>                 <C>                                  <C>
       John R. Barnes      Chairman of the Board, President     July 24, 1996
       ------------------  and Chief Executive Officer
       (John R. Barnes)                               
  
       Tony M. Regan       Controller (Principal Financial and  July 24, 1996
       ------------------  Accounting Officer)
       (Tony M. Regan)                        
  
       Sangwoo Ahn         Director                             July 24, 1996
       ------------------
       (Sangwoo Ahn)
  
       Charles R. Cox      Director                             July 24, 1996
       ------------------
       (Charles R. Cox)
  
       Preston A. Peak     Director                             July 24, 1996
       ------------------
       (Preston A. Peak)
  
       Ralph A. Rehm       Director                             July 24, 1996
       ------------------
       (Ralph A. Rehm)
  
       James R. Whatley    Director                             July 24, 1996
       ------------------
       (James R. Whatley)
  </TABLE>
  
  
  
  
  
  
  <PAGE>   6
  
  
                                 INDEX TO EXHIBITS
  
  
    NUMBER                           EXHIBIT
    ------                           -------
  
      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 Quarterly Report on 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 1 of the exhibits to the Registrant's Current      
             Report on Form 8-K and Registration Statement on Form 8-A, dated    
             April 5, 1988, which exhibit is hereby incorporated 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 the         
             Registrant's Annual Report on Form 10-K for the year ended December 
             31, 1991, which exhibit is hereby incorporated by reference.        
                                                                                 
      4.4    Indenture between Moran Energy Inc. and First City National         
             Bank of Houston, dated as of January 15, 1984, under which Moran    
             Energy Inc. issued the 8 3/4% Subordinated Debentures due 2008,     
             filed as Exhibit 4.1 to Moran Energy Inc.'s Registration Statement  
             on Form S-3 (SEC File No. 2-81227), which exhibit is hereby         
             incorporated.                                                       
                                                                                 
      4.5    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 4.4 above, filed  
             as Exhibit 4.8 of the 1983 Form 10-K, which exhibit is hereby       
             incorporated by reference.                                          
                                                                                 
      4.6    1996 Supplemental Deferred Compensation Plan.                       
                                                                                 
      5.1    Opinion of Fulbright & Jaworski L.L.P. regarding the legality       
             of the securities being registered.                                 
                                                                                 
                                                                                 
      24.1   Consent of independent accountants, Price Waterhouse LLP, filed     
             herewith.                                                           
                                                                                 
      24.2   Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1    
             hereto).                                                            
                                                                                 
      25.1   Power of attorney (contained on page  hereof).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21917}]
metadata_filer: {"company-data": {"conformed-name": "KANEB SERVICES INC", "cik": "0000054441", "assigned-sic": "1700", "irs-number": "751191271", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08727", "film-number": "96598470"}, "business-address": {"street1": "2400 LAKESIDE BLVD", "city": "RICHARDSON", "state": "TX", "zip": "75082", "phone": "2146994000"}, "mail-address": {"street1": "P O BOX 650283", "city": "DALLAS", "state": "TX", "zip": "75265-0283"}, "former-company": {"former-conformed-name": "KANEB PIPE LINE CO", "date-changed": "19710610"}}
text: 1
    As filed with the Securities and Exchange Commission on July 24, 1996
  
                                                   Registration No. 333-__________
  
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              KANEB SERVICES, INC.
             (Exact name of registrant as specified in its charter)
  
                   DELAWARE                               75-1191271
       (State or other jurisdiction of         (I.R.S. Employer Identification
        incorporation or organization)                       No.)
  
          2435 N. CENTRAL EXPRESSWAY
               RICHARDSON, TEXAS                            75080
   ----------------------------------------  ------------------------------------
   (Address of Principal Executive Offices)               (Zip Code)
  
                              KANEB SERVICES, INC.
                                1996 SUPPLEMENTAL
                           DEFERRED COMPENSATION PLAN
                            (Full title of the plan)
  
                      MICHAEL B. GLAZER, CORPORATE COUNSEL
                              KANEB SERVICES, INC.
                           2435 N. CENTRAL EXPRESSWAY
                             RICHARDSON, TEXAS 75080
                     (Name and address of agent for service)
                                 (214) 699-4000
          (Telephone number, including area code, of agent for service)
  
                               --------------------
  
                                     Copy to:
                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                            HOUSTON, TEXAS 77010-3095
                                  (713) 651-5151
                            ATTENTION:  JOHN A. WATSON
  
                               --------------------
  
                         CALCULATION OF REGISTRATION FEE
  
  ============================================================================================================================
  Title of securities to be registered    Amount to be         Proposed maximum       Proposed maximum        Amount of
                                          registered(1)       offering price per     aggregate offering    registration fee
                                                                  share(2)               price(2)
  - ----------------------------------------------------------------------------------------------------------------------------
  Common Stock, no par value               150,000 shares           $2.75                $412,500               $143
  ============================================================================================================================
  (1)  There are also registered hereby such indeterminate number of shares of
       Common Stock as may become issued by reason of the anti-dilution provisions
       of the plan. 
  
  (2)  Pursuant to Rule 457(h), the proposed maximum offering price is
       estimated, solely for the purpose of determining the registration fee, on
       the basis of the average high and low sales prices of a share of Common
       Stock as reported by The New York Stock Exchange on July 23, 1996.
  2
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       Kaneb Services, Inc., a Delaware corporation (the "Company"), hereby
  incorporates by reference in this Registration Statement the following
  documents:
  
        (a)  The Company's Annual Report on Form 10-K for the fiscal year
             ended December 31, 1995.
  
        (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
             the Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), since December 31, 1995.
  
        (c)  The description of the Company's common stock, no par value
             (the "Common Stock"), contained in a registration statement on Form
             8-A filed pursuant to the Exchange Act, including any amendment or
             report filed for the purpose of updating such description.
  
       All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, is hereby
  deemed to be incorporated by reference in this Registration Statement and a
  part hereof from the date of the filing of such documents.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       The consolidated financial statements of the Company incorporated in this
  Registration Statement by reference to the Company's Annual Report on Form 10-K
  for the year ended December 31, 1995, have been so incorporated in reliance on
  the report of Price Waterhouse LLP, independent accountants, given on the
  authority of said firm as experts in accounting and auditing.  The validity of
  the issuance of the shares of Common Stock registered hereby will be passed
  upon by Fulbright & Jaworski L.L.P., counsel to the Company.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Twelve of the Company's Certificate of Incorporation provides that
  no director of the Company will be personally liable to the Company or its
  stockholders for monetary damages for breach of fiduciary duty by such
  directors as a director; provided, however, that such article will not
  eliminate or limit liability of a director to the extent provided by applicable
  law (i) for any breach of the director's duty of loyalty to the Company or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of the law, (iii) under Section
  174 of the General Corporation Law of the State of Delaware (the "GCL"), or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
       Section 145 of the General Corporation Law of the State of Delaware
  empowers the Company to, and the By-Laws of the Company provide that it shall,
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action, suit or proceeding by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Company, or is or was serving at the request of the Company as a director,
  officer, employee or agent of another corporation, partnership, joint venture,
  trust or other enterprise, against expenses, judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  Company, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful; except that, in the case
  of an action or suit by or in the right of the Company, no
  3
  
  indemnification may be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the Company unless
  and only to the extent that the Court of Chancery or the court in which such
  action or suit was brought shall determine that such person is fairly and
  reasonably entitled to indemnity for proper expenses.
  
       In 1986, the Company entered into individual Indemnification Assurance
  Agreements (the "Agreements") with each person who was then a director or
  executive officer of the Company.  Pursuant to the Agreements, the Company has
  agreed to indemnify such persons to the full extent provided by applicable law
  and the By-laws of the Company.
  
  ITEM 8. EXHIBITS.
  
      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 Quarterly Report on 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 1 of the exhibits to the Registrant's Current      
             Report on Form 8-K and Registration Statement on Form 8-A, dated    
             April 5, 1988, which exhibit is hereby incorporated 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 the         
             Registrant's Annual Report on Form 10-K for the year ended December 
             31, 1991, which exhibit is hereby incorporated by reference.        
                                                                                 
      4.4    Indenture between Moran Energy Inc. and First City National         
             Bank of Houston, dated as of January 15, 1984, under which Moran    
             Energy Inc. issued the 8 3/4% Subordinated Debentures due 2008,     
             filed as Exhibit 4.1 to Moran Energy Inc.'s Registration Statement  
             on Form S-3 (SEC File No. 2-81227), which exhibit is hereby         
             incorporated.                                                       
                                                                                 
      4.5    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 4.4 above, filed  
             as Exhibit 4.8 of the 1983 Form 10-K, which exhibit is hereby       
             incorporated by reference.                                          
                                                                                 
      4.6    1996 Supplemental Deferred Compensation Plan.                       
                                                                                 
      5.1    Opinion of Fulbright & Jaworski L.L.P. regarding the legality       
             of the securities being registered.                                 
                                                                                 
                                                                                 
      24.1   Consent of independent accountants, Price Waterhouse LLP, filed     
             herewith.                                                           
                                                                                 
      24.2   Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1    
             hereto).                                                            
                                                                                 
      25.1   Power of attorney (contained on page  hereof).
  4
  
  ITEM 9.  UNDERTAKINGS.
  
  (a) The undersigned registrant hereby undertakes:
  
       (i) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this Registration Statement:
  
             (A) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "Securities Act");
  
             (B) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment hereof) which, individually or in the aggregate,
        represent a fundamental change in the information set forth in this
        Registration Statement; and
  
             (C) To include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement;
  
        Provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed by the Company
        pursuant to Section 13 or Section 15(d) of the Exchange Act that are
        incorporated by reference in this Registration Statement.
  
        (ii) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        (iii) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination
  of the offering.
  
  (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference into this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered herein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of the Company
  pursuant to the foregoing provisions, or otherwise, the Company has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the Company in
  the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel, the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of whether such indemnification by it is against
  public policy as expressed in the Securities Act and will be governed by the
  final adjudication of such issue.
  5
  
                                POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints Howard C. Wadsworth or Tony M. Regan to act as
  his true and lawful attorney-in-fact and agent, with full power of substitution
  and resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all post-effective amendments to the foregoing
  filing, and to file the same with all exhibits thereto and all documents in
  connection therewith, with the Securities and Exchange Commission, granting
  unto said attorney-in-fact and agent full power and authority to do and perform
  each and every act and thing requisite and necessary to be done, as fully and
  to all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact or agent, or his substitute or
  substitutes or all of them may lawfully do or cause to be done by virtue
  hereof.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for the foregoing filing and had duly caused the foregoing filing
  to be signed on its behalf by the undersigned, thereunto duly authorized, in
  the City of Richardson, State of Texas, on the 24th day of July, 1996.
  
                                     KANEB SERVICES, INC.
  
                                     By: /s/ Howard C. Wadsworth
                                        ----------------------------------------
                                     Name:   (Howard C. Wadsworth)
                                     Title:   Vice President, Secretary and 
                                              Treasurer
  
       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE FOREGOING
  FILING HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  Name                   Title                          Date
       ------------------  --------------------------------     -------------
  John R. Barnes      Chairman of the Board, President     July 24, 1996
       ------------------  and Chief Executive Officer
       (John R. Barnes)                               
  
       Tony M. Regan       Controller (Principal Financial and  July 24, 1996
       ------------------  Accounting Officer)
       (Tony M. Regan)                        
  
       Sangwoo Ahn         Director                             July 24, 1996
       ------------------
       (Sangwoo Ahn)
  
       Charles R. Cox      Director                             July 24, 1996
       ------------------
       (Charles R. Cox)
  
       Preston A. Peak     Director                             July 24, 1996
       ------------------
       (Preston A. Peak)
  
       Ralph A. Rehm       Director                             July 24, 1996
       ------------------
       (Ralph A. Rehm)
  
       James R. Whatley    Director                             July 24, 1996
       ------------------
       (James R. Whatley)
  6
  
                                 INDEX TO EXHIBITS
  
    NUMBER                           EXHIBIT
    ------                           -------
  
      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 Quarterly Report on 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 1 of the exhibits to the Registrant's Current      
             Report on Form 8-K and Registration Statement on Form 8-A, dated    
             April 5, 1988, which exhibit is hereby incorporated 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 the         
             Registrant's Annual Report on Form 10-K for the year ended December 
             31, 1991, which exhibit is hereby incorporated by reference.        
                                                                                 
      4.4    Indenture between Moran Energy Inc. and First City National         
             Bank of Houston, dated as of January 15, 1984, under which Moran    
             Energy Inc. issued the 8 3/4% Subordinated Debentures due 2008,     
             filed as Exhibit 4.1 to Moran Energy Inc.'s Registration Statement  
             on Form S-3 (SEC File No. 2-81227), which exhibit is hereby         
             incorporated.                                                       
                                                                                 
      4.5    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 4.4 above, filed  
             as Exhibit 4.8 of the 1983 Form 10-K, which exhibit is hereby       
             incorporated by reference.                                          
                                                                                 
      4.6    1996 Supplemental Deferred Compensation Plan.                       
                                                                                 
      5.1    Opinion of Fulbright & Jaworski L.L.P. regarding the legality       
             of the securities being registered.                                 
                                                                                 
                                                                                 
      24.1   Consent of independent accountants, Price Waterhouse LLP, filed     
             herewith.                                                           
                                                                                 
      24.2   Consent of Fulbright & Jaworski L.L.P. (contained in Exhibit 5.1    
             hereto).                                                            
                                                                                 
      25.1   Power of attorney (contained on page  hereof).