content: <PAGE>   1
          As filed with the Securities and Exchange Commission on October 11, 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 No.)
        incorporation or organization)   
  
           2435 N. CENTRAL EXPRESSWAY
                RICHARDSON, TEXAS                              75080              
     -------------------------------------------             ----------
       (Address of Principal Executive Offices)              (Zip Code)
  
  
                                KANEB SERVICES, INC.
                             DIRECTORS STOCK OPTIONS I
                              (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)
                                   (972) 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>
  <CAPTION>
  =====================================================================================================================
            Title of securities to be        Amount to be     Proposed maximum    Proposed maximum      Amount of
                    registered                registered     offering price per      aggregate      registration fee
  ---------------------------------------------------------------------------------------------------------------------
        <S>                                <C>                    <C>                <C>                 <C>
        Common Stock, no par value          110,000 shares         $3.1875            $350,625            $106
  =====================================================================================================================
  </TABLE>
  
  
  (1)      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 October 8,
           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              Form of Stock Option Agreement.
  
           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 5 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 11th day of October, 1996.
  
  
  
                                        KANEB SERVICES, INC.
                                        
                                        By:     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                   October 11, 1996
  --------------------------        and Chief Executive Officer                                        
      (John R. Barnes)                                         
  
       Tony M. Regan                Controller (Principal Financial and                October 11, 1996
  --------------------------        Accounting Officer)                                                
      (Tony M. Regan)                                  
  
       Sangwoo Ahn                  Director                                           October 11, 1996
  --------------------------                                                                           
      (Sangwoo Ahn)
  
       Charles R. Cox               Director                                           October 11, 1996
  --------------------------                                                                           
      (Charles R. Cox)
  
       Preston A. Peak              Director                                           October 11, 1996
  --------------------------                                                                           
      (Preston A. Peak)
  
       Ralph A. Rehm                Director                                           October 11, 1996
  --------------------------                                                                           
      (Ralph A. Rehm)
  
       James R. Whatley             Director                                           October 11, 1996
  --------------------------                                                                           
      (James R. Whatley)
  </TABLE>
  <PAGE>   6
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
         Number                               Exhibit
         ------                               -------
         <S>                <C>
           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 Registrant's
                            Annual Report on From 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              Form of Stock Option Agreement.
  
           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 5 hereof).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21760}]
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": "333-14069", "film-number": "96643038"}, "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 October 11, 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 No.)
        incorporation or organization)   
  
           2435 N. CENTRAL EXPRESSWAY
                RICHARDSON, TEXAS                              75080              
     -------------------------------------------             ----------
       (Address of Principal Executive Offices)              (Zip Code)
  
                                KANEB SERVICES, INC.
                             DIRECTORS STOCK OPTIONS I
                              (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)
                                   (972) 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        Amount to be     Proposed maximum    Proposed maximum      Amount of
                    registered                registered     offering price per      aggregate      registration fee
  ---------------------------------------------------------------------------------------------------------------------
  Common Stock, no par value          110,000 shares         $3.1875            $350,625            $106
  =====================================================================================================================
  (1)      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 October 8,
           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              Form of Stock Option Agreement.
  
           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 5 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 11th day of October, 1996.
  
                                        KANEB SERVICES, INC.
                                        
                                        By:     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                   October 11, 1996
  --------------------------        and Chief Executive Officer                                        
      (John R. Barnes)                                         
  
       Tony M. Regan                Controller (Principal Financial and                October 11, 1996
  --------------------------        Accounting Officer)                                                
      (Tony M. Regan)                                  
  
       Sangwoo Ahn                  Director                                           October 11, 1996
  --------------------------                                                                           
      (Sangwoo Ahn)
  
       Charles R. Cox               Director                                           October 11, 1996
  --------------------------                                                                           
      (Charles R. Cox)
  
       Preston A. Peak              Director                                           October 11, 1996
  --------------------------                                                                           
      (Preston A. Peak)
  
       Ralph A. Rehm                Director                                           October 11, 1996
  --------------------------                                                                           
      (Ralph A. Rehm)
  
       James R. Whatley             Director                                           October 11, 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 Registrant's
                            Annual Report on From 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              Form of Stock Option Agreement.
  
           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 5 hereof).