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Barnes John R · SC 13D · Xanser Corp · On 7/21/05

Filed On 7/21/05 11:36am ET · SEC File 5-30409 · Accession Number 1143683-5-2

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer

 7/21/05  Barnes John R                     SC 13D                 1:5    Xanser Corp

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      John R Barnes Schedule 13d                             5±    24K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Source and Amount of Funds or Other Consideration
1	1st Page
3	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st "Page" of 3 TOC Top Previous Next Bottom Just 1st

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

Xanser Corporation
--------------------------------------
(Name of Issuer)

Common Stock, no par value
--------------------------------------
(Title of Class of Securities)

 484170 10 5
--------------------------------------
(CUSIP Number)

John R. Barnes
c/o Xanser Corporation
 2435 North Central Expressway
Richardson, TX 75080
972-699-4001
--------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 July 13, 2005
--------------------------------------
 (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box.                                                                  

     Note.  Schedules  filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.                                          

(Continued on following pages)

 (Page 1 of 5 Pages)

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.                               

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SC 13D 2nd "Page" of 3 TOC 1st Previous Next Bottom Just 2nd

----------------------------------------         -------------------------------
CUSIP No. 484170 10 5                      13D                 Page 2 of 5 Pages
----------------------------------------         -------------------------------

1     NAMES OF REPORTING PERSONS                                          
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

John R. Barnes                              

-------- -----------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *                  
                                                                        (a)-----
                                                                        (b)--X--
-------- -----------------------------------------------------------------------
3     SEC USE ONLY                                                        

-------- -----------------------------------------------------------------------
4     SOURCE OF FUNDS *                                                   

PF; OO                                      

-------- -----------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
TO ITEM 2(d) or 2(e)                                          

-------- -----------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                

USA                                         

-------- -----------------------------------------------------------------------
7                       
       NUMBER OF                  SOLE VOTING POWER                      958,796
SHARE                                                         
       BENEFICIALLY       ------- ----------------------------------------------
OWNED BY            8                                           
          EACH                    SHARED VOTING POWER                    900,000
       REPORTING          ------- ----------------------------------------------
PERSON              9                                           
         WITH                     SOLE DISPOSITIVE POWER                 958,796

                          ------- ----------------------------------------------
10                      
                                  SHARED DISPOSITIVE POWER               900,000

------------------------- ------- ----------------------------------------------
11                                                                          
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  

1,858,796                                   

-------- -----------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *

-------- -----------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   

5.45%                                     

-------- -----------------------------------------------------------------------
14     TYPE OF REPORTING PERSON *                                           

IN                                          
-------- -----------------------------------------------------------------------

* SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D Last "Page" of 3 TOC 1st Previous Next Bottom Just 3rd

Item 1.                                                                         

Security and Issuer.                                                            

     The title of the class of equity securities to which this statement relates
     is common stock, no par value, of Xanser Corporation. ("Common Stock"). The
     principal executive offices of Xanser Corporation are located at 2435 North
Central Expressway, Richardson, TX 75080.                             

Item 2.  Identity and Background.                                               

                                                        · Enlarge/Download Table


---------- ---------------------------------------------------- ----------------------------------------------------
                                                                                                                    
1.         (a)      Name:                                       John R. Barnes                                      
---------- ---------------------------------------------------- ----------------------------------------------------
           (b)      Business Address:                           2435 North Central Expressway, Richardson, TX 75080 
---------- ---------------------------------------------------- ----------------------------------------------------
           (c)      Principal Occupation:                       Chairman, President and Chief Executive Officer of  
                                                                Xanser Corporation                                  
---------- ---------------------------------------------------- ----------------------------------------------------
           (d) Criminal Convictions:                            None                                                
---------- ---------------------------------------------------- ----------------------------------------------------
           (e) Civil Proceedings:                               None                                                
---------- ---------------------------------------------------- ----------------------------------------------------
           (f) Citizenship:                                     USA                                                 
---------- ---------------------------------------------------- ----------------------------------------------------


Item 3.  Source and Amount of Funds or Other Consideration.                     

     Beneficial  ownership of the Common Stock to which this  statement  relates
     was acquired by Mr. Barnes  pursuant to various  compensation  arrangements
     with Xanser Corporation,  employee benefit plans of Xanser Corporation, and
 from the personal funds of Mr. Barnes and his immediate family members.

Item 4.  Purpose of Transaction.                                                

     The shares of Common  Stock  covered by this  statement  are being held for
     investment purposes.  Depending on market and other conditions,  Mr. Barnes
     may continue to hold the shares of Common Stock,  acquire additional shares
     of Common  Stock,  or  dispose  of all or a portion of the shares of Common
     Stock he now owns or may hereafter  acquire.  Other than in his capacity as
     Chairman of the Board of Directors,  President and Chief Executive  Officer
     of Xanser  Corporation,  Mr.  Barnes has no plans which  relate to or would
result in:                                                            

     (a)  an   extraordinary   corporate   transaction,   such   as  a   merger,
          reorganization or liquidation,  involving Xanser Corporation or any of
its subsidiaries;                                           

     (b)  a  sale  or  transfer  of  a  material  amount  of  assets  of  Xanser
Corporation or its subsidiaries;                            

     (c)  any change in the present  board of directors or  management of Xanser
          Corporation,  including any plans or proposals to change the number or
     term of directors or to fill any existing vacancies on the board;

     (d)  any material change in the present  capitalization  or dividend policy
of Xanser Corporation;                                      

     (e)  any  other  material  change  in  Xanser  Corporation's   business  or
corporate structure;                                        

     (f)  changes  in  Xanser  Corporation's  charter,   bylaws  or  instruments
          corresponding   thereto  or  other   actions   which  may  impede  the
acquisition of control of the issuer by any person;         

     (g)  causing a class of  securities  of Xanser  Corporation  to be delisted
          from a national securities exchange or to cease to be authorized to be
          quoted in an inter-dealer  quotation  system of a registered  national
securities association;                                     

     (h)  a class of equity  securities  of the  issuer  becoming  eligible  for
          termination of registration  pursuant to Section  12(g)(4) of the Act;
or                                                          

(i)  any action similar to any of those enumerated above.             

Item 5.  Interest in Securities of the Issuer.                                  

     (a)  Mr.  Barnes  beneficially  owns an aggregate  of  1,858,796  shares of
          Common  Stock  representing  approximately  5.45% of the Common  Stock
          outstanding as of July 20, 2005.  This includes shares of Common Stock
          that Mr.  Barnes  has the right to  acquire  beneficial  ownership  of
          within 60 days and such  shares  have been  included  for  purposes of
          computing the percentage of  outstanding  shares of Common Stock owned
          by Mr. Barnes.  Any shares of Common Stock not outstanding and subject
          to options,  warrants,  rights or  conversion  privileges  held by any
          person  other than Mr.  Barnes have not been  included for purposes of
          computing the percentage of  outstanding  shares of Common Stock owned
by Mr. Barnes.                                              

     (b)  For  information  with respect to the power to vote or direct the vote
          and the power to dispose or to direct  the  disposition  of the Common
          Stock  beneficially  owned by Mr.  Barnes,  see rows 7-10 of the cover
page above.                                                 

     (c)  On July 13, 2005, Mr. Barnes  acquired  300,000 shares of Common Stock
          pursuant  to the  exercise of stock  options at an  exercise  price of
          $2.46 and 509,131  shares of Common Stock as a  distribution  from the
          Xanser  Corporation  Deferred Stock Unit Plan resulting from deferrals
of compensation by Mr. Barnes.                              

     (d)  Of the 1,858,796  shares of Common Stock listed in Item 5(a),  900,000
          shares of Common  Stock are held in  entities in which  certain  other
          individuals  have the right to  receive  or the  power to  direct  the
          receipt of  dividends  from,  or the  proceeds  from the sale of, such
          shares of Common  Stock.  No such  interest  relates to more than five
 percent of the issued and outstanding shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.                                       

     The  900,000  shares of Common  Stock  referenced  in Item 5(d),  which are
     included in Item 5(a), are held in entities for the benefit of Mr. Barnes's
     immediate  family  members.  However,  Mr.  Barnes has the right to acquire
    beneficial ownership of the Common Stock in these entities within 60 days.

Item 7.  Material to be Filed as Exhibits.                                      

None.                                                                 

 SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

July 20, 2005                                                                   

                     //s//  JOHN R. BARNES
                                    --------------------------------------------
      John R. Barnes

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	7/13/05	1	3	4
	7/20/05	3
Filed On / Filed As Of	7/21/05

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Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Barnes John R · SC 13D · Xanser Corp · On 7/21/05

Filed On 7/21/05 11:36am ET · SEC File 5-30409 · Accession Number 1143683-5-2

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents