content: <PAGE>   1
          As filed with the Securities and Exchange Commission on October 11, 1996
  
                                                  Registration No. 33-
                                                                      ------------
  ================================================================================
  
                        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.
                             SAVINGS INVESTMENT 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)
                                  (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          1,500,000 shares      $3.1875                 $4,781,250            $1,449
  ==========================================================================================================================
  </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 Registration Statement on Form S-8, File No.
                   33-41295, dated June 19, 1991;
  
           (b)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1995;
  
           (c)     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.
  
           (d)     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 8.  EXHIBITS.
  
           4.1       Amendments to Kaneb Services, Inc. Savings Investment
                     Plan.
                     
           4.2       Amendment to Kaneb Services, Inc. Savings Investment
                     Trust between the Registrant and the Charles Schwab
                     Trust Company.
                     
           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 4 hereof).
  
  
  
  
  
  <PAGE>   3
  
  
  
  
  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>   4
  
  
  
  
                                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)               Accounting Officer)                  
                                                                         
       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>   5
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  
           Number                              Exhibit
           ------                              -------
  
           <S>              <C>
           4.1              Amendments to Kaneb Services, Inc. Savings Investment Plan.
  
           4.2              Amendment to Kaneb Services, Inc. Savings Investment Trust between the Registrant and the
                            Charles Schwab Trust Company.
  
           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 4 hereof).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15618}]
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": "333-14067", "film-number": "96643036"}, "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. 33-
                                                                      ------------
  ================================================================================
  
                        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.
                             SAVINGS INVESTMENT 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)
                                  (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          1,500,000 shares      $3.1875                 $4,781,250            $1,449
  ==========================================================================================================================
  (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 Registration Statement on Form S-8, File No.
                   33-41295, dated June 19, 1991;
  
           (b)     The Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1995;
  
           (c)     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.
  
           (d)     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 8.  EXHIBITS.
  
           4.1       Amendments to Kaneb Services, Inc. Savings Investment
                     Plan.
                     
           4.2       Amendment to Kaneb Services, Inc. Savings Investment
                     Trust between the Registrant and the Charles Schwab
                     Trust Company.
                     
           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 4 hereof).
  3
  
  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.
  4
  
                                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)               Accounting Officer)                  
                                                                         
       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)
  5
                                 INDEX TO EXHIBITS
  Number                              Exhibit
           ------                              -------
  4.1              Amendments to Kaneb Services, Inc. Savings Investment Plan.
  
           4.2              Amendment to Kaneb Services, Inc. Savings Investment Trust between the Registrant and the
                            Charles Schwab Trust Company.
  
           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 4 hereof).