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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 31, 2004

                               KANEB SERVICES LLC
               (Exact name of registrant as specified in charter)

     Delaware                       001-16405                   75-2931295
(State of Incorporation)       (Commission File No.)          (I.R.S. Employer
                                                             Identification No.)

                          2435 North Central Expressway
                             Richardson, Texas 75080
               (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 699-4062


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>
Item 1.01 Entry into Material Definitive Agreements.

On October 31, 2004, Kaneb Services LLC (the "Registrant") entered into a change
of control agreement with Mr. Edward D. Doherty, Chairman of the Board and Chief
Executive  Officer of Kaneb Pipe Line Company LLC, a wholly owned  subsidiary of
the Registrant and the sole general  partner of Kaneb Pipe Line Partners,  L.P.,
to supercede a change of control  agreement that was in place with a predecessor
of the Registrant.  On October 31, 2004, the Registrant entered into amended and
restated change of control agreements with each of Mr. John R. Barnes,  Chairman
of the Board,  President and Chief Executive Officer of the Registrant,  and Mr.
Howard C. Wadsworth,  Vice President,  Treasurer and Secretary of the Registrant
to clarify that  average  annual base salary  includes  cash bonuses paid to the
individual  and any amounts  deferred by the  individual  pursuant to a deferred
compensation plan of the Registrant or any of its subsidiaries.

Each change of control agreements provides that the
Registrant  will pay  certain  amounts  into an escrow  account if a third party
takes  certain  steps  which  could  result  in a  change-of-control.  Under the
agreements,   a   "change-of-control"   occurs  if,  under   certain   specified
circumstances:  (i) a third  person,  including  a "group" as defined in Section
13(d)(3) of the  Exchange  Act,  becomes the  beneficial  owner of shares of the
Registrant  having 20% or more of the total number of votes that may be cast for
the  election  of  Directors  of the  Registrant;  (ii) as a  result  of,  or in
connection  with,  any cash tender or exchange  offer,  merger or other business
combination,  restructuring  or proceeding  under the bankruptcy  laws,  sale of
assets or contested election, or any combination of the foregoing  transactions,
the persons who are directors of the Registrant  before the transaction cease to
constitute  a  majority  of the  board of  directors  of the  Registrant  or any
successor to the  Registrant;  or (iii) as a consequence of a tender or exchange
offer or a proxy contest of third party consent solicitation,  a majority of the
fair  market  value of the  assets  of the  Registrant  are  distributed  to the
Registrant's   securities  holders.  In  the  event  that  their  employment  is
terminated as a consequence of a change-of-control, the Registrant will pay each
individual an amount equal to 299% of their  average  annual base salary for the
five years prior to the change-of-control.

     The above description of the change of control agreements do not purport to
be a complete  statement  of the  parties'  rights and  obligations  under those
agreements and the transactions  contemplated by them. The above  description is
qualified in its entirety by reference to the definitive  agreements,  copies of
which are attached as exhibits to this current report.

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits

          10.1 Change  of  Control  Agreement,  dated as of  October  31,  2004,
               between the Registrant and Edward D. Doherty.

          10.2 Change  of  Control  Agreement,  dated as of  October  31,  2004,
               between the Registrant and John R. Barnes.

          10.3 Change  of  Control  Agreement,  dated as of  October  31,  2004,
               between the Registrant and Howard C. Wadsworth.



<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       KANEB SERVICES LLC



                                          //s// HOWARD C. WADSWORTH
                                       -----------------------------------------
                                       Howard C. Wadsworth
                                       Vice President, Treasurer and Secretary


Dated November 3, 2004




