As filed with the Securities and Exchange Commission on  February
          6, 1995
                                                Registration No. 33-______ 
                                                                           

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                            
                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                            
                                  KIRBY CORPORATION
                (Exact name of registrant as specified in its charter)


               Nevada    74-1884980
               (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)     Identification No.)

               1775 St. James Place, Suite 300
               Houston, Texas 77056
               (Address of principal executive offices)     (Zip Code)

                                                            
                1994 EMPLOYEE STOCK OPTION PLAN FOR KIRBY CORPORATION
          1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN FOR KIRBY CORPORATION
           1993 STOCK OPTION OF KIRBY CORPORATION FOR ROBERT G. STONE, JR.
                              (Full title of the plans)
                                                            

          George A. Peterkin, Jr.  Copy to:
               President Henry Gilchrist, Esq.
               Kirby Corporation   Jenkens & Gilchrist,
               1775 St. James Place, Suite 300    A            Professional
          Corporation
               Houston, Texas  77056    1445 Ross Avenue, Suite 3200
               (713) 629-9370 Dallas, Texas  75202
               (Name, address and telephone number
               including area code of agent for service)
<PAGE>






                                                            


                           CALCULATION OF REGISTRATION FEE




          Titles of     Amount To     Proposed     Proposed    Amount
          Class of      To Be         Maximum      Maximum     of
          Securities    Registered    Offering     Aggregate   Registration
          To Be         (1)           Price        Offering    Fee(3)
          Registered                  per          Price
                                      Share        (2)(3)                  
                                         (2)(3)

          Common Stock, 1,125,000     $21.375      $18,405,969 $6,347
          $0.10 par     Shares 
          value 
          per share

               (1)  The securities  to be  registered consist  of 1,000,000
          shares reserved for issuance under the 1994 Employee Stock Option
          Plan for Kirby Corporation,  100,000 shares reserved for issuance
          under  the 1994 Nonemployee Director  Stock Option Plan for Kirby
          Corporation  and 25,000  shares reserved  for issuance  under the
          1993  Stock  Option  of  Kirby Corporation  for  Robert  G. Stone
          (collectively, the "Plans").
               (2)  Estimated  solely for  the purpose  of calculating  the
          registration fee.
               (3)  Calculated   pursuant   to    Rule 457(c)   and    (h).
          Accordingly,  the price  per  share of  the common  stock offered
          hereunder pursuant to the Plan is based on (i)  911,500 shares of
          common  stock  reserved for  issuance  under the  Plans,  but not
          subject to outstanding  stock options,  at a price  per share  of
          $15.875, which is the  average of the highest and  lowest selling
          price per share of  common stock on the American  Stock Exchange,
          Inc. on January 31, 1995, and (ii) the following shares of common
          stock  reserved  for issuance  under  the  Plans and  subject  to
          options  already  granted thereunder  at  the  following exercise
          prices:

          Number of Shares
          of Common Stock                            Exercise Price
          Reserved for Issuance                        Per Share 

          10,500                                  $16.5625
          166,000                                 $18.3125
          25,000                                  $18.625
          12,000                                  $21.375

                                                                           
<PAGE>






                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT


          Item 3.  Incorporation of Documents by Reference.

               The  registrant hereby  incorporates  by  reference in  this
          registration  statement the following  documents previously filed
          by  the registrant  with the  Securities and  Exchange Commission
          (the "Commission"):

                    (1)  the  registrant's Annual Report on Form 10-K filed
               with  the Commission for the fiscal  year ended December 31,
               1993;

                    (2)  the  registrant's  Quarterly Reports  on Form 10-Q
               for the quarters ended  March 31, June 30 and  September 30,
               1994, filed with the Commission; 

                    (3)  the  registrant's Report on  Form 8-K,  filed with
               the Commission on December 9, 1994; and

                    (4)  the  description of  the common  stock, par  value
               $0.10 per share,  of the registrant (the "Common Stock") set
               forth  in  the  Registration  Statement on  Form 8-B,  dated
               October 14,  1976, including  any amendment or  report filed
               for the purpose of updating such description.

               All documents  filed by  the registrant with  the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
          to the date of this registration statement shall be  deemed to be
          incorporated herein by reference and to be a part hereof from the
          date  of the  filing of such  documents until such  time as there
          shall have  been filed a post-effective  amendment that indicates
          that  all  securities  offered  hereby  have  been  sold  or that
          deregisters all securities remaining  unsold at the time of  such
          amendment.

          Item 5.  Interests of Named Experts and Counsel.

               Certain  matters with respect to  the validity of the Common
          Stock to be  offered hereby will be passed on  for the Company by
          Jenkens  &   Gilchrist,  a   Professional  Corporation.     Henry
          Gilchrist,  the  Secretary  and   an  Advisory  Director  of  the
          registrant,  is   a  shareholder   of  Jenkens  &   Gilchrist,  a
          Professional Corporation.  As of  February 1, 1995, Mr. Gilchrist
          held options to purchase 3,000 shares of Common Stock.


          Item 6.  Indemnification of Directors and Officers.

                                         II-1
<PAGE>






                    (a)  The  Restated Articles  of  Incorporation  of  the
               registrant provide for indemnification as follows:

               "TWELFTH: 1. The corporation  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,
               whether  civil,  criminal, administrative  or investigative,
               except an action by or in  the right of the corporation,  by
               reason of  the fact that he  is or was a  director, officer,
               employee or agent of  the corporation, or is or  was serving
               at the  request of the  corporation as a  director, officer,
               employee or agent of another corporation, partnership, joint
               venture,   trust  or  other  enterprise,  against  expenses,
               including attorneys' fees, judgments, fines and amounts paid
               in  settlement actually  and reasonably  incurred by  him in
               connection  with the action, suit  or proceeding if he acted
               in good faith and  in a manner which he  reasonably believed
               to be  in  or  not opposed  to  the best  interests  of  the
               corporation,  and, with  respect to  any criminal  action or
               proceeding, has  no reasonable cause to  believe his conduct
               was  unlawful.   The  termination  of  any action,  suit  or
               proceeding  by judgment,  order, settlement,  conviction, or
               upon  a plea of nolo contendere or its equivalent, does not,
               of  itself, create a presumption that the person did not act
               in good faith and  in a manner which he  reasonably believed
               to  be in  or  not  opposed to  the  best  interests of  the
               corporation, and  that, with respect to  any criminal action
               or proceeding,  he had reasonable cause to  believe that his
               conduct was unlawful.

                    2.   The corporation 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 or suit by or in the
               right  of the corporation to procure a judgment in its favor
               by reason of the fact that he is or was a director, officer,
               employee or agent of  the corporation, or is or  was serving
               at the request  of the corporation  as a director,  officer,
               employee or agent of another corporation, partnership, joint
               venture,   trust  or  other   enterprise  against  expenses,
               including  amounts  paid in  settlement and  attorneys' fees
               actually and  reasonably incurred by him  in connection with
               the defense or settlement of the  action or suit if he acted
               in good faith and  in a manner which he  reasonably believed
               to  be in  or  not opposed  to  the  best interests  of  the
               corporation.   Indemnification  shall  not be  made for  any
               claim, issue  or matter as to  which such a  person has been
               adjudged  by  a  court  of   competent  jurisdiction,  after
               exhaustion of  all appeals  therefrom, to  be liable  to the
               corporation  or  for  amounts  paid  in  settlement  to  the
               corporation  unless and only to the extent that the court in
               which  the  action or  suit was  brought  or other  court of
               competent jurisdiction determines  upon application that  in

                                         II-2
<PAGE>






               view of all  the circumstances  of the case,  the person  is
               fairly  and  reasonably  entitled  to  indemnity  for   such
               expenses as the court deems proper.

                    3.   To the extent  that a director, officer,  employee
               or  agent of a corporation has been successful on the merits
               or otherwise in  defense of any  action, suit or  proceeding
               referred to in  sections 1 and 2 of this Article Twelfth, or
               in defense of any claim, issue or matter therein, he must be
               indemnified by the  corporation against expenses,  including
               attorneys' fees, actually and  reasonably incurred by him in
               connection with the defense.

                    4.   Any indemnification under sections 1 and 2 of this
               Article  Twelfth,  unless ordered  by  a  court or  advanced
               pursuant  to section 5 of this Article Twelfth, must be made
               by the corporation  only as authorized in  the specific case
               upon a determination  that indemnification of  the director,
               officer, employee  or agent is proper  in the circumstances.
               The determination must be made:

                         (a)  By the stockholders;

                         (b)  By the board of directors by majority vote of
                    a quorum  consisting of directors who  were not parties
                    to the act, suit or proceeding;

                         (c)  If a majority vote  of a quorum consisting of
                    directors who  were not  parties to  the  act, suit  or
                    proceeding so orders, by independent legal counsel in a
                    written opinion; or

                         (d)  If a quorum consisting of  directors who were
                    not parties to  the act, suit  or proceeding cannot  be
                    obtained, by  independent  legal counsel  in a  written
                    opinion.

                    5.   The expenses of officers and directors incurred in
               defending  a civil  or criminal  action, suit  or proceeding
               must  be paid by the corporation as they are incurred and in
               advance  of the  final  disposition of  the action,  suit or
               proceeding upon receipt of an undertaking by or on behalf of
               the  director  or  officer to  repay  the  amount  if it  is
               ultimately determined  by a court  of competent jurisdiction
               that   he  is  not   entitled  to  be   indemnified  by  the
               corporation.    The provisions  of  this section  5  of this
               Article Twelfth do not  affect any rights to advancement  of
               expenses to which corporate  personnel other than  directors
               or officers may be entitled under  any contract or otherwise
               by law.



                                         II-3
<PAGE>






                    6.   The  indemnification  and advancement  of expenses
               provided by this Article Twelfth:

                         (a)  Does not exclude any  other rights to which a
                    person  seeking  indemnification   or  advancement   of
                    expenses  may  be  entitled  under  these  articles  of
                    incorporation  or  any   bylaws,  agreement,  vote   of
                    stockholders or disinterested  directors or  otherwise,
                    for  either an action  in his  official capacity  or an
                    action in  another capacity  while holding  his office,
                    except  that indemnification, unless ordered by a court
                    pursuant to  section 2 of  this Article Twelfth  or for
                    the advancement of expenses of any director or officer,
                    if a  final adjudication  establishes that his  acts or
                    omissions  involved intentional misconduct,  fraud or a
                    knowing violation of  the law and  was material to  the
                    cause of action.

                         (b)  Continues for a person who has ceased to be a
                    director, officer, employee or  agent and inures to the
                    benefit  of the heirs,  executors and administrators of
                    such a person.

                    7.   The   corporation   may   purchase  and   maintain
               insurance or make other  financial arrangements on behalf of
               any  person who is or  was a director,  officer, employee or
               agent  of the  corporation,  or is  or  was serving  at  the
               request of the corporation  as a director, officer, employee
               or agent of another corporation, partnership, joint venture,
               trust or other enterprise for any liability asserted against
               him  and  liability  and expenses  incurred  by  him in  his
               capacity  as  a director,  officer,  employee  or agent,  or
               arising  out of  his  status as  such,  whether or  not  the
               corporation has the authority  to indemnify him against such
               liability and expenses.

                    8.   The  other  financial  arrangements  made  by  the
               corporation pursuant  to section  7 of this  Article Twelfth
               may include the following:

                         (a)   The creation of a trust fund.

                         (b)   The   establishment   of   a    program   of
                         self-insurance.

                         (c)  The   securing   of    its   obligation    of
                    indemnification  by  granting  a security  interest  or
                    other lien on any assets of the corporation.

                         (d)  The  establishment  of  a letter  of  credit,
                    guaranty or surety.


                                         II-4
<PAGE>






               No financial  arrangement made pursuant to  this section may
               provide  protection for  a  person adjudged  by  a court  of
               competent  jurisdiction,  after  exhaustion  of  all appeals
               therefrom, to be liable for intentional misconduct, fraud or
               a  knowing violation  of  law, except  with  respect to  the
               advancement  of  expenses  or indemnification  ordered  by a
               court.

                    9.   Any insurance or other financial  arrangement made
               on behalf of a  person pursuant to this Article  Twelfth may
               he provided  by the corporation or any other person approved
               by the  board of directors, even if all or part of the other
               person's  stock   or  other  securities  is   owned  by  the
               corporation.

                    10.  In the absence of fraud:

                         (a)  The decision of the  board of directors as to
                    the  propriety  of  the  terms and  conditions  of  any
                    insurance or other  financial arrangement made pursuant
                    to this Article Twelfth and the choice of the person to
                    provide  the insurance  or other  financial arrangement
                    shall be conclusive; and

                         (b)   The    insurance    or    other    financial
                    arrangement:

                              (1)  Is not void or voidable; and

                              (2)  Does not subject any  director approving
                         it to personal liability for his action, even if a
                         director   approving   the   insurance  or   other
                         financial  arrangement  is  a  beneficiary  of the
                         insurance or other financial arrangement."

               (b)  The registrant's  Bylaws  provide that  the  registrant
          shall indemnify each  and every present  and former director  and
          officer of the registrant, and each and every person who may have
          served  at the registrant's request  as a director  or officer of
          another  corporation  in  which  the registrant  owns  shares  of
          capital stock or of which the  registrant is a creditor (each  of
          which  other corporation is individually referred to herein as an
          "Other  Enterprise"), against  any  and  all expenses  (including
          attorneys'  fees) actually  and  necessarily incurred  by him  in
          connection  with the defense of any action, suit or proceeding in
          which he  was or is a party  by reason of being  or having been a
          director  or officer of the registrant or Other Enterprise to the
          fullest extent permitted  by law.  The  rights of indemnification
          provided  in the Bylaws  are in addition  to any  other rights to
          which  a person may otherwise be entitled by any other provisions
          of the registrant's Restated Articles of Incorporation,  statute,
          agreement, vote of stockholders or otherwise.

                                         II-5
<PAGE>






                The registrant's Bylaws further provide that the registrant
          shall indemnify officers and directors of the registrant, as well
          as  other  persons  who serve  as  agents  and  employees of  the
          registrant, to the extent set forth in the Restated Articles.

               Additionally,  the  registrant's  Bylaws  provide  that  the
          registrant may purchase  and maintain insurance on behalf of, and
          contractually  agree to  indemnify, any  person who  is or  was a
          director,  officer, employee or agent of the registrant, or is or
          was  serving  at the  request of  the  registrant as  a director,
          officer, employee or  agent of another  corporation, partnership,
          joint venture,  trust or  other enterprise against  any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his  status as such, whether or not the registrant
          would  have the  power to  indemnify  him against  such liability
          under the provisions of the Bylaws.

               (c)  The  registrant has  entered into agreements  with each
          Director, certain  key employees, including Brian   K. Harrington
          and G.  Stephen Holcomb, and certain directors of subsidiaries of
          the  registrant, that  provide  for the  indemnification of  such
          individuals for certain liabilities incurred in such capacity.

          Item 8.  Exhibits.

               (a)  Exhibits.

                         The  following documents  are filed  as a  part of
                    this registration statement.

               Exhibit        Description of Exhibit

               4.1  Restated Articles of Incorporation of Kirby Exploration
                    Company, Inc., as amended (incorporated by reference to
                    Exhibit 3.1 to  the registrant's Registration Statement
                    on Form S-3 (Reg. No. 33-30832))

               4.2  Certificate  of  Amendment   of  Restated  Articles  of
                    Incorporation  of  the   registrant  (incorporated   by
                    reference  to  Exhibit 3.2  to the  registrant's Annual
                    Report on  Form 10-K for  the year  ended December  31,
                    1991)

               4.3  Bylaws of  the registrant, as  amended (incorporated by
                    reference   to   Exhibit   3.2   to   the  registrant's
                    Registration Statement on Form S-3 (Reg. No. 33-30832))

               4.4  Amendment to  Bylaws of the registrant (incorporated by
                    reference to  Exhibit  3.4 to  the registrant's  Annual
                    Report on  Form 10-K for  the year  ended December  31,
                    1991)


                                         II-6
<PAGE>






               4.5* 1994 Employee Stock Option Plan for Kirby Corporation

               4.6* Form of Incentive Stock Option Agreement under the 1994
                    Employee Stock Option Plan for Kirby Corporation

               4.7* Form of Nonqualified Stock  Option Agreement under  the
                    1994 Employee Stock Option Plan for Kirby Corporation

               4.8* 1994 Nonemployee  Director Stock Option  Plan for Kirby
                    Corporation

               4.9* Form  of  Option Agreement  under the  1994 Nonemployee
                    Director Stock Option Plan for Kirby Corporation

               4.10*     Form   of   Option   Agreement   under   the  1994
                         Nonemployee Director Stock  Option Plan for  Kirby
                         Corporation

               4.11*     1993 Stock Option of Kirby  Corporation for Robert
                         G. Stone, Jr.

               5.1* Opinion   of    Jenkens &   Gilchrist, a   Professional
                    Corporation

               23.1*     Consent  of  Jenkens &  Gilchrist, a  Professional
                         Corporation  (included in  their opinion  filed as
                         Exhibit 5.1)

               23.2*     Consent of Deloitte & Touche LLP 

               23.3*     Consent of KPMG Peat Marwick LLP

          ___________________

          *    Filed herewith.


          Item 9.  Undertakings.

               A.   The undersigned registrant hereby undertakes:

                    (1)  to  file, during  any  period in  which offers  or
               sales  are being  made, a  post-effective amendment  to this
               registration statement  to include any  material information
               with  respect to  the  plan of  distribution not  previously
               disclosed  in  the registration  statement  or any  material
               change to such information in the registration statement;

                    (2)  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 therein, and the offering of such

                                         II-7
<PAGE>






               securities  at that time shall  be deemed to  be the initial
               bona fide offering thereof; and

                    (3)  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 registrant's annual report pursuant to section
          13(a)  or  section   15(d)  of  the  Exchange   Act  (and,  where
          applicable,  each filing  of  an employee  benefit plan's  annual
          report pursuant to  section 15(d)  of the Exchange  Act) that  is
          incorporated by reference in  the registration statement shall be
          deemed  to be  a   new  registration  statement relating  to  the
          securities offered  therein, 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  registrant  pursuant  to  the
          foregoing  provisions,  or  otherwise, the  registrant  has  been
          advised   that   in   the   opinion  of   the   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 registrant of expenses incurred  or paid
          by a director, officer or controlling person of the registrant 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  registrant
          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.














                                         II-8
<PAGE>






                                      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 the requirements for filing on Form S-8
          and has duly caused  this registration statement to be  signed on
          its behalf by  the undersigned, thereunto duly authorized, in the
          City of Houston, Texas, on February 3, 1995:


                                             KIRBY CORPORATION


                                             By:  /s/  George A.  Peterkin,
                              Jr.                                          
                                                  George A. Peterkin, Jr.,
                                                  President




                                  POWER OF ATTORNEY

               KNOW ALL MEN  BY THESE PRESENTS, that each  individual whose
          signature  appears  below  constitutes  and  appoints  George  A.
          Peterkin, Jr.,  his true  and lawful attorney-in-fact  and agents
          with full power of substitution  and resubstitution, for him  and
          in his name, place and stead, in any and all  capacities, to sign
          any and  all amendments (including post-effective  amendments) to
          this  registration  statement, and  to  file  the same  with  all
          exhibits,  thereto, and  all documents  in connection  therewith,
          with the  Securities and Exchange Commission,  granting unto said
          attorneys-in-fact  and agents, and  each of them,  full power and
          authority  to do  and  perform  each  and  every  act  and  thing
          requisite and  necessary to be done in and about the premises, as
          fully to  all intents and  purposes as  he might or  could do  in
          person,   hereby  ratifying   and   confirming  all   that   said
          attorneys-in-fact and agents or  either of them, or their  or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant  to the  requirements of  the Securities  Act, this
          registration statement  has been signed by  the following persons
          in the capacities and on the dates indicated.


          Signature                Capacity                           Date
          /s/ Robert G. Stone, Jr.                                         
          Robert G. Stone, Jr.     Chairman of the Board of Directors
          February 3, 1995
          /s/ George A. Peterkin, Jr.                                      
          George A. Peterkin, Jr.  President and Director
          (Principal Executive Officer)      February 3, 1995
          /s/ J. H. Pyne                                                   
<PAGE>






          J. H. Pyne               Executive Vice President and Director
          February 3, 1995
          /s/ Brian K. Harrington                                          
          Brian K. Harrington      Senior  Vice  President,  Treasurer  and
          Assistant Secretary (Principal Financial Officer)
          February 3, 1995
          /s/ G. Stephen Holcomb                                           
          G. Stephen Holcomb       Vice  President,  Controller,  Assistant
          Secretary and Assistant Treasurer (Principal Accounting Officer)
          February 3, 1995
          /s/ George F. Clements, Jr.                                      
          George F. Clements, Jr.  Director       February 3, 1995
          /s/ J. Peter Kleifgen                                            
          J. Peter Kleifgen        Director       February 3, 1995
          /s/ William M. Lamont, Jr.                                       
          William M. Lamont, Jr.        Director       February 3, 1995
          /s/ C. W. Murchison, III                                         
          C. W. Murchison, III          Director       February 3, 1995
          /s/ J. Virgil Waggoner                                           
          J. Virgil Waggoner       Director       February 3, 1995
<PAGE>






                                    EXHIBIT INDEX






          Exhibit
          Number    Document Description     Sequential     Page Number

          4.5  1994 Employee Stock Option Plan for Kirby Corporation
          4.6  Form  of Incentive  Stock  Option Agreement  under the  1994
               Employee Stock Option Plan for Kirby Corporation
          4.7  Form of  Nonqualified Stock Option Agreement  under the 1994
               Employee Stock Option Plan for Kirby Corporation
          4.8  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
               Corporation
          4.9  Form of Option Agreement under the 1994 Nonemployee Director
               Stock Option Plan for Kirby Corporation
          4.10 Form of Option Agreement under the 1994 Nonemployee Director
               Stock Option Plan for Kirby Corporation
          4.11 1993 Stock Option of Kirby Corporation  for Robert G. Stone,
               Jr.
          5.1  Opinion of  Jenkens & Gilchrist, a  Professional Corporation

          23.1 Consent of Jenkens &  Gilchrist, a Professional  Corporation
               (included in their opinion filed as Exhibit 5.1)
          23.2 Consent of Deloitte & Touche LLP
          23.3 Consent of KPMG Peat Marwick LLP
<PAGE>



























                                     EXHIBIT 4.5
<PAGE>







                           1994 EMPLOYEE STOCK OPTION PLAN
                                         FOR
                                  KIRBY CORPORATION


               Section 1.     Purpose.   The purpose  of this 1994 Employee
          Stock  Option  Plan  for  Kirby Corporation  is  to  advance  the
          interests  of  Kirby  Corporation,  a  Nevada  corporation   (the
          "Company"), by  providing an additional incentive  to attract and
          retain qualified  and competent employees for the Company and its
          subsidiaries, upon whose efforts and  judgment the success of the
          Company is largely dependent,  through the encouragement of stock
          ownership in the Company by such persons.

               Section 2.     Definitions.  As  used herein, the  following
          terms shall have the meaning indicated:

                    (a)  "Act" shall mean  the Securities  Exchange Act  of
               1934, as amended.

                    (b)  "Board" shall  mean the Board of  Directors of the
               Company.

                    (c)  "Business Day" shall mean  (i) if the Shares trade
               on a national  exchange, any day that  the national exchange
               on which the Shares trade  is open or (ii) if the  Shares do
               not trade on  a national exchange,  any day that  commercial
               banks in the City of New York are open.

                    (d)  "Commission"   shall   mean  the   Securities  and
               Exchange Commission.

                    (e)  "Committee" shall mean the  Compensation Committee
               of  the Board or other  committee, if any,  appointed by the
               Board pursuant to Section 14 hereof.

                    (f)  "Company" shall  mean Kirby Corporation,  a Nevada
               corporation.

                    (g)  "Date  of Grant" shall mean the  date on which the
               Committee takes  formal  action to  grant  an Option  to  an
               Eligible  Person,  provided  it  is  followed,  as  soon  as
               reasonably  possible,  by  written  notice  to  the Eligible
               Person of the grant.

                    (h)  "Director" shall mean a member of the Board.

                    (i)  "Disinterested Person" shall mean a person who, at
               the time he or she acts on the granting of any Option is not
               eligible, and  within one  year prior thereto  has not  been
               eligible,  to   receive  Shares,  stock  options   or  stock
               appreciation rights  under (i) this  Plan or (ii)  any other
               plan  of the  Company  or any  of  its affiliates  in  which
<PAGE>






               administrators  of  such  plan use  discretion  in  granting
               stock, stock options, stock appreciation rights or any other
               rights  to such person.  Persons who are eligible to receive
               stock options under the  1989 Director Stock Option  Plan of
               Kirby Exploration  Company, Inc. or the  1994 Director Stock
               Option Plan  of Kirby Corporation, are deemed "Disinterested
               Persons" for purposes of this Plan.

                    (j)  "Eligible Person(s)" shall mean those  persons who
               are  Employees or members of  the Board of  Directors of any
               Subsidiary, but excluding Directors who are not Employees.

                    (k)  "Employee(s)"  shall  mean those  persons  who are
               employees  of  the  Company  or  who  are  employees of  any
               Subsidiary.

                    (l)  "Fair Market Value" shall mean:

                           (i)     If  Shares  are  listed  on  a  national
                         securities exchange at the date of determining the
                         Fair Market Value,

                                   (A)  The mean of the high and low  sales
                              price  on  such  exchange   on  the  date  of
                              reference  as  reported in  any  newspaper of
                              general circulation, or

                                   (B)   If  the  Shares  shall   not  have
                              traded  on such  exchange on  such date,  the
                              mean of the high and  low sales price on such
                              exchange  on the  next day  prior thereto  on
                              which the Shares  were so traded  as reported
                              in any newspaper of general circulation; or

                          (ii)     If  Shares   shall  not  be   listed  as
                         provided in Subsection 2(l)(i), a value determined
                         by any fair and reasonable means prescribed by the
                         Committee.

                    (m)  "Incentive Stock Option" shall mean an option that
               is  an incentive stock option  as defined in  Section 422 of
               the Internal Revenue Code.

                    (n)  "Internal Revenue  Code" or "Code"  shall mean the
               Internal Revenue Code of  1986, as it  now exists or may  be
               amended from time to time.

                    (o)  "Nonqualified Stock Option" or "Nonincentive Stock
               Option"  shall mean an option that is not an incentive stock
               option as  defined in Section  422 of  the Internal  Revenue
               Code.

                    (p)  "Option" (when capitalized)  shall mean any option
               granted under this Plan.
<PAGE>






                    (q)  "Optionee" shall  mean a person to  whom an Option
               is granted or  any successor  to the rights  of such  Option
               under this Plan by reason of the death of such person.

                    (r)  "Plan" shall mean this 1994  Employee Stock Option
               Plan for Kirby Corporation.

                    (s)  "Share(s)"  shall mean  a share  or shares  of the
               common stock , par value ten cents ($0.10) per share, of the
               Company.

                    (t)  "Subsidiary"  shall  mean  any corporation  (other
               than  the Company)  in  any unbroken  chain of  corporations
               beginning with the Company  if, at the time of  the granting
               of  the Option, each of the corporations other than the last
               corporation in the unbroken  chain owns stock possessing 50%
               or more of the total combined voting power of all classes of
               stock in one of the other corporations in such chain.

               Section 3.     Shares and Options.

               (a)  The Company may grant to Eligible Persons  from time to
          time  Options to  purchase  an aggregate  of  up to  one  million
          (1,000,000)  Shares from Shares held in the Company's treasury or
          from authorized and unissued Shares.  If any Option granted under
          the Plan shall  terminate, expire, or be  canceled or surrendered
          as  to any Shares, new Options may thereafter be granted covering
          such  Shares.   An Option  granted hereunder  shall be  either an
          Incentive  Stock  Option  or   a  Nonqualified  Stock  Option  as
          determined by the Committee at the  Date of Grant of such  Option
          and shall clearly state  whether it is an Incentive  Stock Option
          or a Nonqualified Stock Option.  Incentive Stock Options may only
          be  granted to  persons  who are  employees of  the Company  or a
          Subsidiary.

               (b)  The aggregate Fair Market Value (determined at the Date
          of  Grant of the Option) of the  Shares with respect to which any
          Incentive  Stock Option is exercisable  for the first  time by an
          Optionee during any  calendar year  under the Plan  and all  such
          plans of the Company and any parent and subsidiary of the Company
          (as  defined in  Section  425  of  the  Code)  shall  not  exceed
          $100,000.

               Section 4.     Conditions for Grant of Options.

               (a)  Each Option  shall be evidenced by an  option agreement
          that  may contain any term  deemed necessary or  desirable by the
          Committee,  provided such  terms are  not inconsistent  with this
          Plan or any  applicable law.   Optionees shall  be those  persons
          selected  by the Committee from Eligible Persons.  Any person who
          files   with  the  Committee,  in  a  form  satisfactory  to  the
          Committee, a written  waiver of eligibility to receive any Option

                                        II-15
<PAGE>






          under this Plan shall not be eligible to receive any Option under
          this Plan for the duration of such waiver.

               (b)  In  granting  Options, the  Committee  shall take  into
          consideration the contribution the person has made or may make to
          the success of  the Company  or its Subsidiaries  and such  other
          factors as the  Committee shall determine.   The Committee  shall
          also   have   the  authority   to   consult   with  and   receive
          recommendations from officers and  other personnel of the Company
          and its Subsidiaries with regard to these matters.  The Committee
          may  from time  to  time  in  granting  Options  under  the  Plan
          prescribe such other terms and conditions concerning such Options
          as it  deems appropriate, including, without limitation, relating
          an Option  to achievement of  specific goals  established by  the
          Committee or  the  continued employment  of  the Optionee  for  a
          specified period of time, provided that such terms and conditions
          are  not  more favorable  to  an  Optionee than  those  expressly
          permitted herein.

               (c)  The Committee in its sole discretion shall determine in
          each case whether periods of military or government service shall
          constitute a continuation of employment for  the purposes of this
          Plan or any Option.

               Section 5.     Exercise Price.  The exercise price per Share
          of any Option  shall be  any price determined  by the  Committee;
          provided,  however, that  the  exercise price  for any  Incentive
          Stock Option shall not be less than one hundred percent (100%) of
          the Fair Market Value per Share on the Date of Grant.

               Section 6.     Exercise  of Options.    An  Option shall  be
          deemed exercised when (i) the Company has received written notice
          of such exercise in accordance with the terms of the Option, (ii)
          full payment of the aggregate exercise price of the Shares as  to
          which  the  Option   is  exercised  has  been   made,  and  (iii)
          arrangements that are satisfactory to  the Committee in its  sole
          discretion  have  been made  for  the Optionee's  payment  to the
          Company of the amount,  if any, that the Committee  determines to
          be necessary for the Company or Subsidiary employing the Optionee
          to withhold in accordance with applicable federal or state income
          tax  withholding requirements.    Unless further  limited by  the
          Committee in  any  Option,  the  Exercise  price  of  any  Shares
          purchased shall be paid solely in cash, by certified or cashier's
          check,  by  money order,  with Shares  (but  with Shares  only if
          permitted  by an Option  agreement or otherwise  permitted by the
          Committee in its sole discretion at the time of exercise) or by a
          combination of  the above; provided, however,  that the Committee
          in its  sole discretion may  accept a  personal check in  full or
          partial payment of any Shares.  If the exercise price  is paid in
          whole or in part with Shares, the value of the Shares surrendered
          shall  be their  Fair Market  Value on the  date received  by the
          Company.

               Section 7.     Exercisability of Options.
<PAGE>






               (a)  Any Option shall become exercisable in such amounts and
          at such intervals as  the Committee shall provide in  any Option,
          except  as otherwise provided in this Section 7; provided in each
          case that the Option has not expired on the date of exercise.

               (b)  The expiration date of an Option shall be determined by
          the  Committee at  the Date of  Grant, but  in no  event shall an
          Option be exercisable after the expiration of ten (10) years from
          the Date of Grant.

               (c)  An Option  shall not be  exercisable prior to  the six-
          month anniversary of its Date of Grant.

               (d)  The Committee may in its sole discretion accelerate the
          date on which any Option may be exercised.

               (e)  On the  date thirty (30)  days prior to  any occurrence
          described in Subsections (7)(e)(i), (ii) or (iii), but only where
          such anticipated occurrence actually takes place, notwithstanding
          the exercise schedule in an Option, each Option shall immediately
          become exercisable  in full  where there  (i) is  any transaction
          (which shall include a series of transactions occurring within 60
          days or occurring pursuant  to a plan)  that has the result  that
          shareholders of  the Company immediately before  such transaction
          cease to own at least 51% of  (x) the voting stock of the Company
          or (y) of  any entity that results from the  participation of the
          Company  in a reorganization,  consolidation, merger, liquidation
          or any other  form of  corporate transaction; (ii)  is a  merger,
          consolidation,  reorganization,  liquidation  or  dissolution  in
          which  the  Company does  not survive;  (iii)  is a  sale, lease,
          exchange or other  disposition of  all or  substantially all  the
          property and assets of the Company.

               (f)  Notwithstanding  any provisions hereof to the contrary,
          if  any Option is accelerated  under Subsection 7(d)  or (e), the
          portion  of such Option that  may be exercised  to acquire Shares
          that the Optionee  would not be entitled to acquire  but for such
          acceleration  (the "Acceleration  Shares"),  is  limited to  that
          number  of  Acceleration  Shares  that can  be  acquired  without
          causing the Optionee  to have  an "excess  parachute payment"  as
          determined  under  Section 280G  of  the  Internal Revenue  Code,
          determined  by   taking  into  account  all   of  the  Optionee's
          "parachute payments"  determined under Section 280G  of the Code.
          If as  a result of  this Subsection  7(f), the  Optionee may  not
          acquire  all of  the Acceleration  Shares, then  the Acceleration
          Shares that the  Optionee may  acquire shall be  the last  shares
          that  the Optionee would have  been entitled to  acquire had this
          Option not been accelerated.

               Section 8.     Termination of Option Period.



                                        II-17
<PAGE>






               (a)     Unless  otherwise   provided  in  any   Option,  the
          unexercised portion of an  Option shall automatically and without
          notice terminate  and become  null and  void at  the time of  the
          earliest to occur of the following:

                      (i)     thirty (30) days after the date that Optionee
               ceases  to  be employed  by  the  Company  or  a  Subsidiary
               regardless  of the reason therefor other than as a result of
               such termination  by  reason of  (x)  death, (y)  mental  or
               physical disability  of Optionee as determined  by a medical
               doctor satisfactory  to the Committee or  (z) termination of
               Optionee's employment  with the Company or  a Subsidiary for
               cause;

                     (ii)     one  (1) year  after  the date  on which  the
               Optionee  suffers   a  mental  or   physical  disability  as
               determined  by   a  medical   doctor  satisfactory   to  the
               Committee;

                    (iii)     (y) one (1) year after the date that Optionee
               ceases to be employed  by the Company by reason of  death of
               the Optionee, or (z) six (6) months after the  date on which
               the Optionee shall die, if the Optionee's death  shall occur
               during the thirty-day period described in Subsection 8(a)(i)
               or the one-year period described in Subsection 8(a)(ii);

                     (iv)     the date  that Optionee ceases to be employed
               by the Company or a Subsidiary as a result of  a termination
               for cause;

                      (v)     with respect to Options  held by a person who
               is a member of the Board of Directors of a Subsidiary who is
               not also an Employee,  thirty (30) days after the  date that
               Optionee ceases to be  a member of such Board  of Directors;
               and

                     (vi)     the tenth  (10th) anniversary of  the Date of
               Grant of the Option.

               (b)  If provided in  an Option,  the Committee  in its  sole
          discretion  may,   by  giving  written  notice  (a  "Cancellation
          Notice") cancel, effective  upon the date of the  consummation of
          any  of the transactions described in Subsection 7(e), all or any
          portion of  such Option  that remains  unexercised on  such date.
          Such  Cancellation Notice shall  be given a  reasonable period of
          time (but  not less than 15  days) prior to the  proposed date of
          such  cancellation,  and  may be  given  either  before  or after
          shareholder approval of such transaction.

               Section 9.     Adjustment of Shares.

               (a)   If  at  any  time  while  the Plan  is  in  effect  or
          unexercised Options are outstanding,  there shall be any increase
          or  decrease  in  the  number of  issued  and  outstanding Shares
<PAGE>






          through  the declaration  of  a  stock  dividend or  through  any
          recapitalization resulting  in a stock  split-up, combination  or
          exchange of Shares, then and in such event.

                      (i)     appropriate adjustment  shall be made  in the
               maximum  number of  Shares  then subject  to being  optioned
               under the Plan, so that the same proportion of the Company's
               issued and  outstanding Shares shall continue  to be subject
               to being so optioned; and

                     (ii)     appropriate adjustment  shall be made  in the
               number of  Shares and the  exercise price per  Share thereof
               then  subject  to  outstanding  Options, so  that  the  same
               proportion  of the Company's  issued and  outstanding Shares
               shall  remain  subject to  purchase  at  the same  aggregate
               exercise price.

               (b)  The   Committee  may   change  the  terms   of  Options
          outstanding under  this Plan, with respect to  the exercise price
          or the number of Shares subject to the Options, or both, when, in
          the   Committee's  sole   discretion,  such   adjustments  become
          appropriate by reason of any corporation transaction.

               (c)  Except  as  otherwise  expressly  provided  herein, the
          issuance by the  Company of  shares of its  capital stock of  any
          class, or securities convertible into  shares of capital stock of
          any  class, either  in connection  with direct  sale or  upon the
          exercise  of rights  or warrants to  subscribe therefor,  or upon
          conversion of  shares or  obligations of the  Company convertible
          into  such shares or other  securities, shall not  affect, and no
          adjustment  by reason thereof shall  be made with  respect to the
          number  of Shares  reserved for  issuance under  the Plan  or the
          number of or exercise price of Shares then subject to outstanding
          Options granted under the Plan.

               (d)  Without limiting  the generality of the  foregoing, the
          existence of outstanding Options granted under the Plan shall not
          affect in any  manner the right or power of  the Company to make,
          authorize   or   consummate   (1)   any   or   all   adjustments,
          recapitalizations,   reorganizations  or  other  changes  in  the
          Company's capital  structure or its  business; (2) any  merger or
          consolidation of the  Company; (3)  any issue by  the Company  of
          debt securities, or preferred or preference stock that would rank
          above  the  Shares  subject   to  outstanding  Options;  (4)  the
          dissolution or liquidation of the Company; (5) any sale, transfer
          or assignment of all or any part of the assets or business of the
          Company; or (6) any other corporate act or proceeding, whether of
          a similar character or otherwise.

               Section 10.    Transferability  of  Options.    Each  Option
          shall  provide that such Option shall not be transferrable by the
          Optionee  otherwise than  by  will or  the  laws of  descent  and

                                        II-19
<PAGE>






          distribution and that  so long  as an Optionee  lives, only  such
          Optionee or his guardian  or legal representative shall have  the
          right to exercise such Option.

               Section 11.    Issuance of  Shares.  No person  shall be, or
          have any of  the rights or  privileges of, a  stockholder of  the
          Company  with respect to any  of the Shares  subject to an Option
          unless and until certificates representing such Shares shall have
          been issued  and delivered to such person.  As a condition of any
          transfer of the certificate for Shares, the Committee may  obtain
          such agreements or undertakings, if any, as it may deem necessary
          or advisable to assure compliance with any provision of the Plan,
          the  agreement  evidencing the  Option or  any law  or regulation
          including, but not limited to, the following:

                      (i)     A  representation,  warranty or  agreement by
               the  Optionee to  the  Company at  the  time any  Option  is
               exercised  that  he or  she is  acquiring  the Shares  to be
               issued to him or her for investment and not with  a view to,
               or for sale in connection with, the distribution of any such
               Shares; and

                     (ii)     A representation, warranty or agreement to be
               bound  by  any  legends that  are,  in  the  opinion of  the
               Committee, necessary  or  appropriate  to  comply  with  the
               provisions of any securities laws deemed by the Committee to
               be applicable to the issuance of the Shares and are endorsed
               upon the Share certificates.

               Section 12.    Options for 10% Shareholder.  Notwithstanding
          any  other provisions of the  Plan to the  contrary, an Incentive
          Stock Option shall not  be granted to any person  owning directly
          (or indirectly  through attribution  under Section 425(d)  of the
          Code) at the Date of Grant, stock possessing more than 10% of the
          total  combined voting  power  of all  classes  of stock  of  the
          Company  (or of its parent  or subsidiary [as  defined in Section
          425 of  the Internal Revenue Code]  at the Date of  Grant) unless
          the exercise price  of such  Incentive Stock Option  is at  least
          110% of  the Fair  Market  Value of  the Shares  subject to  such
          Incentive  Stock  Option on  the Date  of  Grant, and  the period
          during which the Incentive Stock Option may be exercised does not
          exceed five (5) years from the Date of Grant.

               Section 13.    Nonqualified  Stock  Options.    Nonqualified
          Stock  Options may be granted  hereunder and shall  be subject to
          all   terms  and   provisions  hereof   except  that   each  such
          Nonqualified  Stock Option  (i) must  be clearly designated  as a
          Nonqualified  Stock Option;  (ii) may  be granted  for Shares  in
          excess of the limits  contained in Subsection 3(b) of  this Plan;
          and (iii)  shall not be subject  to Section 12 of this  Plan.  If
          both Incentive  Stock Options and Nonqualified  Stock Options are
          granted to an Optionee, the right to exercise, to the full extent
          thereof,  Options of either type shall not be contingent in whole
          or in part upon the exercise of,  or failure to exercise, Options
<PAGE>






          of  the other  type.   Persons who  are members  of the  Board of
          Directors of a Subsidiary  who are not also Employees  shall only
          be eligible to receive Nonqualified Stock Options.

               Section 14.    Administration of the Plan.

               (a)   The  Plan shall  be administered  by  the Compensation
          Committee of the board or other committee thereof as appointed by
          the Board (herein called the "Committee") consisting  of not less
          than three (3) members of the Board all of whom are Disinterested
          Persons.  Any member of the Committee may be removed at any time,
          with or without cause, by resolution of the Board and any vacancy
          occurring in the  membership of  the Committee may  be filled  by
          appointment by the Board.

               (b)  The  Committee, from time to  time, may adopt rules and
          regulations  for  carrying out  the purposes  of  the Plan.   The
          determinations and  the interpretation  and  construction of  any
          provision  of  the  Plan by  the  Committee  shall  be final  and
          conclusive.

               (c)  Any  and   all  decisions  or  determinations   of  the
          Committee shall  be made  either (i) by  a majority  vote of  the
          members of the Committee at  a meeting or (ii) without  a meeting
          by  the written  approval of  a majority  of the  members  of the
          Committee.

               (d)  Subject  to the  express provisions  of this  Plan, the
          Committee shall  have the  authority, in  its  sole and  absolute
          discretion (i)  to adopt,  amend, and rescind  administrative and
          interpretive rules and regulations  relating to this Plan  or any
          Option; (ii) to  construe the terms of  this Plan or any  Option;
          (iii) as provided in Subsection 9(a), upon certain events to make
          appropriate  adjustments  to the  exercise  price  and number  of
          Shares subject  to this  Plan and  Option; and (iv)  to make  all
          other  determinations and  perform  all other  acts necessary  or
          advisable for  administering this Plan,  including the delegation
          of such  ministerial acts  and responsibilities as  the Committee
          deems  appropriate.   The  Committee may  correct  any defect  or
          supply any omission or  reconcile any inconsistency in  this Plan
          or  any Option  in the  manner and  to the  extent it  shall deem
          expedient to carry it into  effect, and it shall be the  sole and
          final  judge of such expediency.   The Committee  shall have full
          discretion to make all determinations  on the matters referred to
          in this Subsection 14(d), and such determinations shall be final,
          binding and conclusive.

               Section 15.    Government Regulations.

               This Plan,  Options and the  obligations of  the Company  to
          sell  and deliver Shares under  any Options, shall  be subject to
          all applicable laws, rules and regulations, and to such approvals
          by any governmental agencies  or national securities exchanges as
          may be required.
<PAGE>






               Section 16.    Miscellaneous.

               (a)  The proceeds received  by the Company from  the sale of
          Shares  pursuant to an Option shall be used for general corporate
          purposes.

               (b)  The  grant of  an Option  shall be  in addition  to any
          other compensation  paid to  the Optionee  or other  stock option
          plans of the Company or other benefits with respect to Optionee's
          position with the Company  or its Subsidiaries.  The grant  of an
          Option shall not confer  upon the Optionee the right  to continue
          as an  Employee, or interfere in  any way with the  rights of the
          Company to terminate his or her status as an Employee.

               (c)  Neither  the members of the Board nor any member of the
          Committee shall be liable for any act, omission, or determination
          taken or  made in  good faith  with respect to  this Plan  or any
          Option,  and members  of the  Board and  the Committee  shall, in
          addition   to   all   other   rights   of   indemnification   and
          reimbursement, be  entitled to indemnification  and reimbursement
          by the Company in respect of any  claim, loss, damage, or expense
          (including  attorneys'  fees, the  costs  of  settling any  suit,
          provided such settlement is approved by independent legal counsel
          selected  by the Company, and  amounts paid in  satisfaction of a
          judgment,  except a  judgment based  on a  finding of  bad faith)
          arising from such  claim, loss,  damage, or expense  to the  full
          extent  permitted by law  and under any  directors' and officers'
          liability  or similar  insurance coverage that  may from  time to
          time be in effect.

               (d)  Any issuance or transfer  of Shares to an  Optionee, or
          to his  legal representative,  heir, legatee, or  distributee, in
          accordance with  the provisions  of this Plan  or the  applicable
          Option,  shall, to the extent thereof, be in full satisfaction of
          all  claims of  such persons under  the Plan.   The Committee may
          require  any Optionee,  legal  representative,  heir, legatee  or
          distributee as a condition precedent to such payment or  issuance
          or transfer of Shares, to execute a release  and receipt for such
          payment  or issuance  or transfer of  Shares in  such form  as it
          shall determine.

               (e)  Neither the Committee nor the Company guarantees Shares
          from loss or depreciation.

               (f)  All   expenses   incident   to    the   administration,
          termination, or protection of this Plan or any Option, including,
          but  not limited to, legal and accounting  fees, shall be paid by
          the Company; provided,  however, the Company may  recover any and
          all  damages, fees, expenses and costs arising out of any actions
          taken by the Company to enforce its rights under this Plan or any
          Option.


                                        II-22
<PAGE>






               (g)  Records  of the  Company  shall be  conclusive for  all
          purposes  under this Plan or any Option, unless determined by the
          Committee to be incorrect.

               (h)  The  Company   shall,  upon   request  or  as   may  be
          specifically required under  this Plan or any Option,  furnish or
          cause to  be furnished  all of  the information or  documentation
          that is necessary  or required  by the Committee  to perform  its
          duties and functions under this Plan or any Option.

               (i)  The Company assumes no liability to any Optionee or his
          legal representatives, heirs,  legatees or  distributees for  any
          act of, or failure to act on the part of, the Committee.

               (j)  Any  action required  of  the Company  relating or  the
          Committee  to this Plan  or any Option shall  be by resolution of
          its  Board, the  Committee or by  a person  authorized to  act by
          resolution of the Board or the Committee.

               (k)  If any provision of this Plan  or any Option is held to
          be  illegal  or  invalid  for   any  reason,  the  illegality  or
          invalidity shall not affect the remaining provisions of this Plan
          or any Option, but  such provision shall be fully  severable, and
          the Plan  or  Option,  as  applicable,  shall  be  construed  and
          enforced  as if the illegal  or invalid provision  had never been
          included in the Plan or Option, as applicable.

               (l)  Whenever any notice is required or permitted under this
          Plan,  such notice must be in writing and personally delivered or
          sent  by mail  or  delivery by  a  nationally recognized  courier
          service.   Any notice required or permitted to be delivered under
          this Option shall be deemed to  be delivered on the date on which
          it  is  personally delivered,  or,  if  mailed, whether  actually
          received or not, on the third Business Day after it is  deposited
          in  the  United States  mail,  certified  or registered,  postage
          prepaid, addressed  to the  person who  is to  receive it at  the
          address  that such  person  has previously  specified by  written
          notice delivered  in accordance with this Subsection 16(l) or, if
          by courier, seventy-two (72) hours after it is sent, addressed as
          described  in this Subsection 16(l).  The Company or the Optionee
          may change, at any time and  from time to time, by written notice
          to the other, the address that  it or he had previously specified
          for receiving  notices.   Until changed  in accordance with  this
          Option, the Company and the Optionee shall specify as its and his
          address for  receiving  notices the  address  set forth  in  this
          Option pertaining to the Shares to which such notice relates.

               (m)  Any person entitled to notice under this Plan may waive
          such notice.

               (n)  This  Option shall  be binding  upon the  Optionee, his
          legal representatives, heirs, legatees  and distributees upon the
          Company, its  successors, and  assigns, and  upon the  Board, the
          Committee and its successors.
<PAGE>






               (o)  The titles  and headings  of Sections are  included for
          convenience of reference  only and  are not to  be considered  in
          construction of this Plan's provisions.

               (p)  All questions arising with respect to the provisions of
          this Plan  shall be determined by application  of the laws of the
          State of  Texas except to  the extent Texas  law is preempted  by
          federal law or  Nevada corporate  law that is  controlling.   The
          obligation of the Company  to sell and deliver Shares  under this
          Plan is subject  to applicable laws  and to  the approval of  any
          governmental   authority   required   in  connection   with   the
          authorization, issuance, sale, or delivery of such Shares.

               (q)  Words used in the masculine shall apply to the feminine
          where  applicable,  and  wherever  the  context  of  this  Option
          dictates,  the plural  shall  be read  as  the singular  and  the
          singular as the plural.

               Section 17.    Amendment  and  Discontinuation of  the Plan.
          The Committee may from time to time amend the Plan or any Option;
          provided, however, that except to  the extent provided in Section
          9  no such amendment may, without approval by the stockholders of
          the  Company, (a)  increase  the number  of  Shares reserved  for
          Options  or change  the class  of  employees eligible  to receive
          Options, (b) permit  the granting of  Options that expire  beyond
          the maximum 10-year  period described in Subsection  7(b), or (c)
          extend the termination date of  the Plan as set forth in  Section
          18;  and provided, further, that except to the extent provided in
          Section  8 no amendment or  suspension of the  Plan or any Option
          issued hereunder  shall, except as specifically  permitted in any
          Option, substantially impair any Option previously granted to any
          Optionee without the consent of such Optionee.

               Section 18.    Effective  Date  and Termination  Date.   The
          effective date of the Plan is  the date set forth below, on which
          the date the Board  adopted this Plan; provided, however,  if the
          Plan  is not approved by  the stockholders of  the Company within
          twelve  (12) months after the effective date then, in such event,
          the Plan and  all Options granted  pursuant to the Plan  shall be
          null and void.  The Plan shall terminate on the tenth anniversary
          of the effective date.


          ADOPTED BY THE BOARD:              January 18, 1994
          EFFECTIVE DATE:                    January 18, 1994
          RATIFIED BY THE STOCKHOLDERS: April 19, 1994


               Executed to evidence the 1994 Employee  Stock Option Plan of
          Kirby Corporation  adopted by the  Board on January 18,  1994 and
          the Stockholders on April 19, 1994.


                                        II-24
<PAGE>






                                             KIRBY CORPORATION


                                             By:  /s/ G. Stephen Holcomb   
                                                  G. Stephen Holcomb, 
                                                            Assistant
          Secretary
<PAGE>

























                                     EXHIBIT 4.6
<PAGE>








                           INCENTIVE STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                           1994 EMPLOYEE STOCK OPTION PLAN


               An Incentive Stock Option (the "Option") for a total of 

                                                                           
                shares

          of Common Stock,  par value  $0.10 per share  ("Common Stock"  or
          "Share(s)")  of  Kirby  Corporation  (the  "Company"), is  hereby
          granted to 

                                                                           
               

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the 1994 Employee  Stock Option Plan  for Kirby Corporation  (the
          "Plan"), which is incorporated herein by reference.

               19.  Option Price.  The option price is $__________ for each
          share, being  ____% of the Fair  Market Value (as defined  in the
          Plan) of  the Common Stock on  the Date of Grant  of this Option.
          [If  the Optionee,  as of the  Date of  Grant, owns  directly (or
          indirectly  through  attribution  under  Section  425(d)  of  the
          Internal Revenue  Code of  1986, as  amended, herein  the "Code")
          stock possessing more than 10% of the total combined voting power
          of  all classes  of stock  of the  Company (or  of its  parent or
          subsidiary [as defined in Section 425 of the Code] at the Date of
          Grant) the option price shall be at least 110% of the Fair Market
          Value of the Common Stock on the Date of Grant.]

               20.  Exercise   of   Option.  This  Option   shall   not  be
          exercisable  prior to  the six-month  anniversary of the  Date of
          Grant  of  the  Option  and   thereafter  this  Option  shall  be
          exercisable in whole or in part in accordance with the provisions
          of the Plan as follows:

                    (i)  Schedule of Rights to Exercise.

                         (a)             shares after            .
                         (b)             shares after            .
                         (c)             shares after            .
                         (d)             shares after            .

          or on such  earlier date as  this Option may  vest in  accordance
          with Section 7(e) of  the Plan, but subject always  to the limits
          set forth in Section 7(f) of the Plan.
<PAGE>






                    (ii) Method   of   Exercise.  This   Option  shall   be
          exercisable by  a written notice  delivered to the  Company which
          shall:

                         (a)  state the election to exercise the Option and
          the number  of shares in respect of  which it is being exercised;
          and

                         (b)  be signed  by the person  or persons entitled
          to exercise the Option  and, if the Option is being  exercised by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                    (iii)     Payment.  The  exercise  price of  any Shares
          purchased shall be paid solely in cash, by certified or cashier's
          check, by money order, by personal check or with Shares (provided
          that  if  the  Optionee  acquired such  stock  to  be surrendered
          directly or indirectly from the Company, he shall have owned such
          stock for  six months prior  to using  such stock to  exercise an
          Option) or  by a combination of the above.  If the exercise price
          is paid in whole or  in part with Shares, the value of the Shares
          surrendered shall be their Fair Market Value on the date received
          by  the Company.  Any  Common Stock delivered  in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

                    (iv) Withholding.  The Optionee shall make satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                    (v)  Issuance of Shares.   No person shall be,  or have
          any of the rights or privileges of, a stockholder of the  Company
          with respect to any of the Shares subject to an Option unless and
          until  certificates  representing  such Shares  shall  have  been
          issued  and delivered  to such  person.   As a  condition of  any
          issuance of  a certificate for  Shares, the Committee  may obtain
          such agreements or undertakings, if any, as it may deem necessary
          or advisable to assure compliance with any provision of the Plan,
          the  agreement evidencing  the  Option or  any law  or regulation
          including, but not limited to, the following:

                         (a)  A  representation,  warranty or  agreement by
          the Optionee to  the Company at the time  any Option is exercised
          that he or she is acquiring the Shares to be issued to him or her
          for investment and not with a  view to, or for sale in connection
          with, the distribution of any such Shares; and

                         (b)  A representation, warranty or agreement to be
          bound by any legends  that are, in the opinion  of the Committee,
          necessary or  appropriate to  comply with  the provisions of  any

                                        II-28
<PAGE>






          securities laws deemed by  the Committee to be applicable  to the
          issuance  of  the  Shares   and  are  endorsed  upon  the   Share
          certificates.

                    (vi) Surrender of Option.  Upon exercise of this Option
          in  part, if requested by the Company, the Optionee shall deliver
          this  Option and  any other  written agreements  executed  by the
          Company  and  the Optionee  with respect  to  this Option  to the
          Company  who  shall endorse  or cause  to  be endorsed  thereon a
          notation  of such  exercise  and  return  all agreements  to  the
          Optionee.

                    (vii)     Restriction on  Exercise.  The aggregate Fair
          Market  Value (determined at the Date of  Grant of the Option) of
          the  Shares with respect to  which any Incentive  Stock Option is
          exercisable for the first time by an Optionee during any calendar
          year under  the Plan and  all such plans  of the Company  and any
          parent and subsidiary of  the Company (as defined in  Section 425
          of the Code) shall not exceed $100,000.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent and distribution and  so long as an Optionee  lives, only
          such  Optionee or his guardian or legal representative shall have
          the right  to exercise  this Option.   The  terms of this  Option
          shall  be  binding  upon  the executors,  administrators,  heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option  may not be exercise after
          the expiration of ten (10)  years from the Date of Grant  of this
          Option and is subject  to earlier termination as provided  in the
          Plan.  If the Optionee, as of the Date of Grant, owns directly or
          indirectly  (as determined  under  section 425(d)  of the  Code),
          stock possessing more than 10% of the total combined voting power
          of  all classes  of stock  of the  Company (or  of its  parent or
          subsidiary [as defined in section 425 of the Code] at the Date of
          Grant) this Option may  not be exercised after the  expiration of
          five  (5) years  from the  Date of  Grant of  this Option  and is
          subject to earlier  termination as  provided in the  Plan.   This
          Option  may be exercised during such term only in accordance with
          the Plan and the terms of this Option.

               5.   Administration.  The  Plan and  this  Option  shall  be
          administered  by  the Committee  provided  for  and described  in
          Section 14 of the Plan.

               6.   Law Governing.  THIS OPTION IS INTENDED TO BE PERFORMED
          IN THE  STATE OF  TEXAS AND  SHALL BE  CONSTRUED AND  ENFORCED IN
          ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.

               Date of Grant:  ___________ ____, 19___.


                                             KIRBY CORPORATION
<PAGE>







                                             By                            
                                                                 President


               Optionee acknowledges  receipt of  a copy of  the Plan,  and
          represents  that he  is familiar  with the  terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and provisions of the Plan.   Optionee hereby agrees to accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

               Optionee  hereby  agrees  that  Optionee  shall  notify  the
          Company within  ten  days after  any  disposition of  any  shares
          acquired by exercise  of this Option  if such disposition  occurs
          within two years from the date  of Grant of this Option or within
          one year after the transfer of such shares to Optionee.


           
                                                                           
                                             Optionee






























                                        II-30
<PAGE>



























                                     EXHIBIT 4.7
<PAGE>









                         NONQUALIFIED STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                           1994 EMPLOYEE STOCK OPTION PLAN


               A Nonqualified Stock Option (the "Option") for a total of 

                                                                           
                shares

          of Common Stock,  par value  $0.10 per share  ("Common Stock"  or
          "Share(s)")  of  Kirby  Corporation (the  "Company"),  is  hereby
          granted to 

                                                                           
               

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the 1994  Employee Stock Option  Plan for Kirby  Corporation (the
          "Plan"), which is incorporated herein by reference.

               1.   Option Price.  The option price is $__________ for each
          share.

               2.   Exercise   of  Option.  This   Option   shall  not   be
          exercisable prior  to the  six-month anniversary  of the  Date of
          Grant  of  the  Option  and  thereafter   this  Option  shall  be
          exercisable in whole or in part in accordance with the provisions
          of the Plan as follows:

                    (i)  Schedule of Rights to Exercise.

                         (c)             shares after            .
                         (d)             shares after            .
                         (e)             shares after            .
                         (f)             shares after            .

          or on  such earlier date  as this  Option may vest  in accordance
          with Section 7(e) of  the Plan, but subject always to  the limits
          set forth in Section 7(f) of the Plan.

                    (ii) Method   of   Exercise.  This   Option  shall   be
          exercisable by  a written notice  delivered to the  Company which
          shall:

                         (a)  state the election to exercise the Option and
          the number of shares  in respect of which it  is being exercised;
          and
<PAGE>






                         (b)  be signed  by the person or  persons entitled
          to exercise the Option and,  if the Option is being  exercised by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                    (iii)     Payment.  The  Exercise  price of  any Shares
          purchased shall be paid solely in cash, by certified or cashier's
          check, by money order, by personal check or with Shares (provided
          that  if the  Optionee  acquired  such  stock to  be  surrendered
          directly or indirectly from the Company, he shall have owned such
          stock  for six months  prior to using  such stock to  exercise an
          Option) or by a combination of the above.  If  the exercise price
          is paid in whole  or in part with Shares, the value of the Shares
          surrendered shall be their Fair Market Value on the date received
          by  the Company.  Any  Common Stock delivered  in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

                    (iv) Withholding.  The Optionee shall make satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                    (v)  Issuance  of Shares.  No  person shall be, or have
          any of the rights or privileges  of, a stockholder of the Company
          with respect to any of the Shares subject to an Option unless and
          until  certificates  representing  such  Shares  shall have  been
          issued and  delivered to  such person.    As a  condition of  any
          issuance of  a certificate for  Shares, the Committee  may obtain
          such agreements or undertakings, if any, as it may deem necessary
          or advisable to assure compliance with any provision of the Plan,
          the  agreement evidencing  the Option  or  any law  or regulation
          including, but not limited to, the following:

                         (a)  A  representation,  warranty or  agreement by
          the Optionee to  the Company at the time any  Option is exercised
          that he or she is acquiring the Shares to be issued to him or her
          for investment  and not with a view to, or for sale in connection
          with, the distribution of any such Shares; and

                         (b)  A representation, warranty or agreement to be
          bound by any legends  that are, in the opinion of  the Committee,
          necessary or  appropriate to  comply with  the provisions  of any
          securities laws deemed by  the Committee to be applicable  to the
          issuance  of   the  Shares  and  are  endorsed   upon  the  Share
          certificates.

                    (vi) Surrender of Option.  Upon exercise of this Option
          in  part, if requested by the Company, the Optionee shall deliver
          this  Option and  any other  written  agreements executed  by the
          Company  and  the Optionee  with respect  to  this Option  to the

                                        II-33
<PAGE>






          Company  who  shall endorse  or cause  to  be endorsed  thereon a
          notation  of  such  exercise and  return  all  agreements  to the
          Optionee.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent and distribution and  so long as an Optionee  lives, only
          such Optionee or his guardian  or legal representative shall have
          the right  to exercise  this Option.   The  terms of  this Option
          shall  be  binding  upon the  executors,  administrators,  heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option  may not be exercise after
          the expiration of  ten (10) years from the Date  of Grant of this
          Option and is subject  to earlier termination as provided  in the
          Plan.   This Option  may be  exercised during  such term  only in
          accordance with the Plan and the terms of this Option.

               5.   Administration.  The  Plan and  this  Option  shall  be
          administered  by  the Committee  provided  for  and described  in
          Section 14 of the Plan.
<PAGE>






               6.   Law Governing.  THIS OPTION IS INTENDED TO BE PERFORMED
          IN THE  STATE OF  TEXAS AND  SHALL BE CONSTRUED  AND ENFORCED  IN
          ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.

               Date of Grant:  ___________ ____, 19___.

                                             KIRBY CORPORATION


                                             By                            
                                                                 President

               Optionee acknowledges receipt  of a  copy of  the Plan,  and
          represents  that he  is  familiar with  the terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and provisions of the Plan.  Optionee hereby  agrees to accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

                                                                           
                                             Optionee
<PAGE>



























                                     EXHIBIT 4.8
<PAGE>







                     1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                                         FOR
                                  KIRBY CORPORATION


               Section 1.     Purpose.

               This 1994  Nonemployee Director  Stock Option Plan  of Kirby
          Corporation  is intended as an incentive to attract and retain as
          independent  directors  on  the   Board  of  Directors  of  Kirby
          Corporation,  a  Nevada corporation  (the "Company"),  persons of
          training,  experience  and ability,  to  encourage  the sense  of
          proprietorship  of  such persons,  and  to  stimulate the  active
          interest of such persons in the development and financial success
          of  the  Company  for the  benefit  of  the  stockholders of  the
          Company.

               Section 2.     Definitions.

               As used herein,  the following terms shall  have the meaning
          indicated:

                    (a)  "Advisory   Director"   shall   mean  any   person
               designated as an Advisory Director by the Board of Directors
               as provided in the Company's Bylaws.

                    (b)  "Agreement" shall mean  the agreement between  the
               Company, and the Optionee that evidences the Option.

                    (c)  "Business Day" shall mean  (i) if the Common Stock
               trades on  a national exchange,  any day  that the  national
               exchange on which the Common Stock trades is open or (ii) if
               the  Common Stock does not trade on a national exchange, any
               day that commercial banks in the City of New York are open.

                    (d)  "Board" shall  mean the Board of  Directors of the
               Company.

                    (e)  "Committee" shall mean the committee designated in
               Section 5 to administer this Plan.

                    (f)  "Common Stock"  shall mean  the Common  Stock, par
               value ten cents ($0.10) per share, of the Company.

                    (g)  "Date of Grant"  shall mean the  date on which  an
               Option is  granted to an Eligible Person pursuant to Section
               7(c) hereof

                    (h)  "Director" shall mean a member of the Board.

                    (i)  "Effective Date" shall mean  the date this Plan is
               approved by the Board of Directors.
<PAGE>






                    (j)  "Eligible  Person(s)" shall mean those persons who
               are Directors or Advisory  Directors of the Company and  are
               not Employees.

                    (k)  "Employee(s)"  shall mean  those  persons who  are
               employees of  the  Company  or  who  are  employees  of  any
               Subsidiary.

                    (l)  "ERISA" shall mean the Employee  Retirement Income
               Security  Act and the rules thereunder, as they now exist or
               may be amended from time to time.

                    (m)  "Exchange    Act" shall    mean   the   Securities
               Exchange Act of 1934, as amended.

                    (n)  "Fair Market Value" shall mean:

                           (i)     If  Shares  are  listed  on  a  national
                    securities exchange at the date of determining the Fair
                    Market Value,

                              (A)  The mean of the  high and low sales
                         price on  such exchange on the  Date of Grant
                         as  reported  in  any  newspaper  of  general
                         circulation, or

                              (B)  If the Shares shall not have traded
                         on such  exchange on  such date, the  mean of
                         the high and low sales price on such exchange
                         on the  next day  prior thereto on  which the
                         Shares  were so  traded  as  reported in  any
                         newspaper of general circulation; or

                          (ii)     If  Shares  shall   not  be  listed   as
                    provided  in Subsection 2(n)(i),  a value determined by
                    any  fair  and  reasonable   means  prescribed  by  the
                    Committee.

                    (o)  "Internal Revenue Code"  or "Code" shall  mean the
               Internal Revenue  Code of 1986  as it now  exists or may  be
               amended from time to time and the rules thereunder.

                    (p)  "Nonqualified  Stock  Option" shall  mean  a stock
               option that is not  an incentive stock option as  defined in
               Section 422 of the Internal Revenue Code.

                    (q)  "Option"  (when capitalized)    shall   mean   any
               stock option  granted  under this Plan.

                    (r)  "Optionee" shall mean a person to whom an   Option
               is  granted  under  this  Plan or any person who succeeds to
               the rights of such  person under  this  Plan   by  reason of
               the  death of  such  person or  under  a qualified  domestic
               relations order as defined by the Code or Title I of ERISA.
<PAGE>






                    (s)  "Plan" shall mean  this 1994 Nonemployee  Director
               Stock Option Plan of Kirby Corporation.

                    (t)  "Share(s)"  shall mean  a share  or shares  of the
               Common Stock.

                    (u)  "Subsidiary"  shall  mean  any corporation  (other
               than  the Company)  in  any unbroken  chain of  corporations
               beginning with the Company  if, at the time of  the granting
               of  the Option, each of the corporations other than the last
               corporation in the unbroken  chain owns stock possessing 50%
               or more of the total combined voting power of all classes of
               stock in one of the other corporations in such chain.

               Section 3.     Total Aggregate Shares.

               Subject  to adjustments  provided  in Section  14 hereof,  a
          total of One Hundred Thousand  (100,000) Shares shall be  subject
          to the Plan.   The Shares  subject to the  Plan shall consist  of
          unissued Shares  or previously issued Shares  reacquired and held
          by the Company and such  number of Shares shall be and  hereby is
          reserved for sale for such purpose.  Any of such  Shares that may
          remain  unsold and that are not subject to outstanding Options at
          the termination  of the Plan shall  cease to be  reserved for the
          purpose  of  the Plan,  but until  termination  of the  Plan, the
          Company  shall at all times reserve a sufficient number of Shares
          to meet the requirements of  the Plan.  Should any Option  expire
          or  be canceled  prior  to  its  exercise  in  full,  the  Shares
          theretofore subject to such Option may again be the subject of an
          Option under the Plan.

               Section 4.     Rule 16b-3 Plan and Shareholder Approval.

               The  Company  intends for  this  Plan  to  comply  with  the
          requirements  of Rule  16b-3  promulgated by  the Securities  and
          Exchange Commission  pursuant to the Exchange  Act.  Accordingly,
          this Plan and  any Options  shall terminate and  become null  and
          void  unless this  Plan is  approved by  the stockholders  of the
          Company within one (1) year after the Effective Date at a meeting
          of  stockholders of the Company  at which a  quorum is present by
          stockholders of the Company  owning a majority of the  issued and
          outstanding shares of Common Stock represented at such meeting.

               Section 5.     Administration of the Plan.

               (a)  The Plan  shall be administered by the  Committee.  The
          Committee  shall  be the  Compensation  Committee  of the  Board;
          provided, however, that for purposes  of this Plan, the Committee
          shall consist of not less than two individuals.

               (b)  Subject  to the  express provisions  of this  Plan, the
          Committee  shall have  the authority,  in its  sole  and absolute
          discretion (i)  to adopt,  amend, and rescind  administrative and
          interpretive rules and regulations relating to the  Plan; (ii) to
<PAGE>






          determine the  terms and provisions of  the respective Agreements
          (which need  not be identical); provided, however, such terms and
          provisions shall  not be  inconsistent with this  Plan, including
          the extent to which the transferability of Shares issued upon the
          exercise of Options is restricted; (iii) to construe the terms of
          any Agreement and the Plan; (iv) as provided in Subsection 14(a),
          upon  certain  events  to  make appropriate  adjustments  to  the
          exercise  price  and  number  of Shares  subject  to  outstanding
          Options, the number  of Shares  reserved under the  Plan and  the
          number of Shares subject to Options granted subsequently; and (v)
          to  make all  other  determinations and  perform  all other  acts
          necessary or advisable for  administering the Plan, including the
          delegation of  such ministerial acts and  responsibilities as the
          Committee  deems  appropriate.   The  Committee  may correct  any
          defect or supply  any omission or reconcile any  inconsistency in
          the Plan or in  any Agreement in the manner and to  the extent it
          shall deem expedient to carry it into effect, and it shall be the
          sole and final  judge of  such expediency.   The Committee  shall
          have full discretion  to make all  determinations on the  matters
          referred  to in  this  Subsection 5(b),  and such  determinations
          shall be final, binding and conclusive.

               Section 6.     Type of Options.

               All  Options granted  under the  Plan shall  be Nonqualified
          Stock Options.

               Section 7.     Automatic Grant of Options.

                    (a)  Options shall be granted only to Eligible Persons.
               Each Option shall be evidenced by  an Agreement, which shall
               contain such terms as the Committee deems advisable and that
               are not inconsistent with this Plan or applicable laws.

                    (b)  Options  shall automatically  be  granted to  each
               Eligible Person as follows:

                      (i)     on the  Effective Date, each  Eligible Person
                    shall be  granted an  Option to purchase  1,500 Shares;
                    and

                     (ii)     on   the   first  Business   Day  immediately
                    following   the  date   of  each   Annual  Meeting   of
                    Stockholders of the Company occurring subsequent to the
                    Effective Date,  each Eligible Person shall  be granted
                    an Option to purchase an additional 1,500 Shares.

                    (c)  Except for the automatic  grants of Options  under
               Subsection  7(b),  no  Options  shall  otherwise be  granted
               hereunder, and the Board or the Committee shall not have any
               discretion with respect  to the grant of Options  within the
               meaning of Rule 16b-3 promulgated under the Exchange Act, or
               any successor rule.
<PAGE>






                    (d)  Any person who files with the Committee, in a form
               satisfactory  to   the  Committee,  a   written  waiver   of
               eligibility to receive any Option  under this Plan shall not
               be  eligible to receive any  Option under this  Plan for the
               duration of such waiver.

               Section 8.     Exercise Price.

               The  exercise or option  price of  each Share  issuable upon
          exercise of an  Option shall  be the  Fair Market  Value of  such
          Share on the Date of Grant.

               Section 9.     Vesting Schedule.

                    (a)  Shares  subject   to  an  Option  shall   vest  in
               accordance with Subsection 9(b) and (c) hereof.

                    (b)  Option Shares subject to  an Option shall vest 20%
               of the  total number  of  Shares initially  subject to  such
               Option (as such number  may be adjusted pursuant to  Section
               14)  on the six-month anniversary  of the Date  of Grant and
               20% on  each anniversary of  the Date of  Grant, if  on such
               dates the Optionee is an Eligible Person.

                    (c)  Notwithstanding the foregoing,  Shares subject  to
               an Option  shall vest as to  all Shares then subject  to the
               Option upon the occurrence of any of the following events:

                      (i)     a  transaction  (or  series  of  transactions
                    occurring within a 60-day period  or pursuant to a plan
                    approved by  the Board or stockholders  of the Company)
                    occurs  that has  the result  that stockholders  of the
                    Company  immediately before  such transaction  cease to
                    own  directly or indirectly at  least 51% of the voting
                    stock of the Company or of any entity that results from
                    the participation  of the Company in  a reorganization,
                    consolidation, merger, liquidation or any other form of
                    corporate transaction;

                     (ii)     all or substantially all of the assets of the
                    Company shall be sold  or otherwise disposed of, except
                    that an Option  shall not  vest as to  all Shares  then
                    subject  to   such  Option  if,  after   such  sale  or
                    disposition:  (i)  the   stockholders  of  the  Company
                    immediately prior  to such transaction continue  to own
                    at least 51% of  the voting stock of the  entities that
                    acquired  50% or  more in  value of  the assets  of the
                    Company so  sold or  conveyed; and, (ii)  the acquiring
                    entity agrees to assume  the obligations of the Company
                    under this Plan and the respective Agreements; or,

                    (iii)     the  occurrence of a merger, consolidation or
                    other reorganization of the  Company under the terms of
                    which  the  surviving   entity  does  not  assume   the
<PAGE>






                    obligations  of the  Company  under this  Plan and  the
                    respective Agreements.

               Section 10.    Exercise of Options.

                    (a)  An Option  shall not  be exercisable prior  to the
               vesting of such  Option.  After the six-month anniversary of
               the Date of Grant of an Option, such Option may be exercised
               at any  time and from time  to time during the  term of such
               Option, in whole  or in  part, with respect  to Shares  that
               have vested in  accordance with  Section 9 hereof.   If  any
               Optionee exercises an  Option prior to Stockholder  approval
               of  this Plan as provided in Section 19 hereof, the Optionee
               must tender the exercise  price at the time of  exercise and
               the  Company shall hold the exercise price and the Shares to
               be issued  pursuant to such exercise  until the stockholders
               approve   the  Plan.    If  the  Plan  is  approved  by  the
               stockholders, the Company shall issue and deliver the Shares
               as  to which the Option has been  exercised.  If the Plan is
               not approved  by the stockholders, the  Company shall return
               the exercise price  to the  Optionee and no  Shares will  be
               issued.

                    (b)  Options  may   be   exercised:  (i)   during   the
               Optionee's lifetime,  solely by the Optionee;  or (ii) after
               the Optionee's death, by  the personal representative of the
               Optionee's estate or the  person or persons entitled thereto
               under   his  will   or  under  the   laws  of   descent  and
               distribution.

                    (c)  An Option shall be  deemed exercised when: (i) the
               Company   has  received  written  notice  of  such  exercise
               delivered  to  the Company  in  accordance  with the  notice
               provisions of the applicable Agreement; (ii) full payment of
               the aggregate exercise price  of the Shares as to  which the
               Option  is exercised has  been tendered to  the Company; and
               (iii) arrangements that are satisfactory to the Board in its
               sole discretion have been made for the Optionee's payment to
               the  Company  of  the  amount,  if  any,  that  the  Company
               determines to be  necessary for the  Company to withhold  in
               accordance with  the applicable federal or  state income tax
               withholding requirements.

                    (d)  The exercise  price of any  Shares purchased shall
               be paid (i) solely in cash, by certified or cashier's check,
               by money order or by  personal check, or (ii) at  the option
               of the Optionee, in  Common Stock theretofore owned by  such
               Optionee  (or  by a  combination  of  the above);  provided,
               however,  that  if the  Optionee acquired  such stock  to be
               surrendered  directly or  indirectly  from  the Company,  he
               shall  have owned such stock  for six months  prior to using
               such  stock  to   exercise  an  Option.    For  purposes  of
               determining  the  amount,  if  any, of  the  exercise  price
               satisfied  by payment  in  Common Stock,  such Common  Stock
<PAGE>






               shall be  valued at  its Fair Market  Value on  the date  of
               exercise.  Any Common Stock delivered in satisfaction of all
               or a  portion of the  exercise price shall  be appropriately
               endorsed for transfer and assignment to the Company.

                    (e)  The Optionee  shall not  be, nor have  any of  the
               rights  or privileges of, a  stockholder of the Company with
               respect to any  Shares purchasable upon the  exercise of any
               part of an Option unless and until certificates representing
               such Shares shall  have been  issued by the  Company to  the
               Optionee.

               Section 11.    Termination of Option Period.

                    (a)  The   unexercised  portion  of   an  Option  shall
               automatically and  without notice terminate  and become null
               and void and be forfeited upon the earliest to occur  of the
               following:

                      (i)     if the Optionee's position  as a Director  of
                    the Company  terminates, other  than by reason  of such
                    Optionee's death, thirty (30)  days after the date that
                    the Optionee's  position as  a Director of  the Company
                    terminates;

                     (ii)     one (1) year after the death of the Optionee;
                    or

                    (iii)     ten  (10) years  after the  Date of  Grant of
                    such Option.

                    (b)  The Board of Directors of the Company in  its sole
               discretion  may, by  giving  written notice  to an  Optionee
               ("Cancellation Notice"),  cancel, effective upon the date of
               the  consummation of any  corporate transaction described in
               Section 9(c) hereof, any portion  of an Option that  remains
               unexercised on such date.  Such cancellation notice shall be
               given to Optionee at least  ten (10) days prior to the  date
               of cancellation.

               Section 12.    Terms of Option.

               Each Option granted under this Plan shall have a term of ten
          (10) years from the Date of Grant of such Option.

               Section 13.    Assignability of Options.

               No  Option shall  be assignable  or  otherwise transferable,
          except by will or the laws of descent and distribution.
<PAGE>






               Section 14.    Adjustments.

                    (a)  If  at any  time  there shall  be  an increase  or
               decrease  in the  number of  issued and  outstanding Shares,
               through  the declaration of a stock  dividend or through any
               recapitalization resulting in a stock  split-up, combination
               or  exchange  of   Shares,  then  appropriate   proportional
               adjustment shall be made  in the number of Shares  (and with
               respect  to  outstanding  Options,  the  exercise  price per
               Share): (i)  subject to  outstanding Options;  (ii) reserved
               under  the  Plan;  and  (iii)  subject  to  Options  granted
               subsequently.   In the  event of  a dispute  concerning such
               adjustment, the Committee has  full discretion to  determine
               the resolution of such dispute.  Such determination shall be
               final, binding and conclusive.

                    (b)  In the  event of a merger,  consolidation or other
               reorganization of the Company under  the terms of which  the
               Company is not the  surviving corporation, but the surviving
               corporation  elects to  assume  an  Option,  the  respective
               Agreement and this  Plan, the Optionee shall  be entitled to
               receive, upon the exercise  of such Option, with  respect to
               each Share issuable upon exercise of such Option, the number
               of shares of  stock of the surviving corporation  (or equity
               interest in any other entity) and any other notes, evidences
               of indebtedness  or other property that  Optionee would have
               received in  connection with  such merger, consolidation  or
               other  reorganization  had  he  exercised  the  Option  with
               respect  to such  Share  immediately prior  to such  merger,
               consolidation or other reorganization.

                    (c)  Except as otherwise expressly provided herein, the
               issuance  by the Company of  shares of its  capital stock of
               any class, or securities  convertible into shares of capital
               stock of any class, either in connection with direct sale or
               upon  the  exercise  of  rights  or  warrants  to  subscribe
               therefor, or upon conversion of shares or obligations of the
               Company convertible  into such  shares or  other securities,
               shall not affect, and no  adjustment by reason thereof shall
               be  made with respect to, the number of or exercise price of
               Shares then subject to outstanding Options granted under the
               Plan.

                    (d)  Without limiting the  generality of the foregoing,
               the existence of outstanding  Options granted under the Plan
               shall  not affect  in any manner  the right or  power of the
               Company  to make,  authorize or  consummate: (i) any  or all
               adjustments,  recapitalizations,  reorganizations  or  other
               changes in the Company's  capital structure or its business;
               (ii)  any merger or consolidation of  the Company; (iii) any
               issuance by the  Company of debt securities or  preferred or
               preference stock that would rank above the Shares subject to
               outstanding  Options; (iv) the dissolution or liquidation of
               the  Company; (v) any sale, transfer or assignment of all or
<PAGE>






               any part of  the assets or business of  the Company; or (vi)
               any other  corporate act or proceeding, whether of a similar
               character or otherwise.

               Section 15.    Purchase for Investment.

               As  a condition of any  issuance of a  stock certificate for
          Shares upon the  exercise of an Option, the Board may obtain such
          agreements or undertakings, if  any, as it may deem  necessary or
          advisable to assure compliance with any provision of this Plan or
          any  law or  regulation,  including,  but  not  limited  to,  the
          following:

                    (a)  a  representation and warranty  by the Optionee to
               the Company at  the time his Option is exercised  that he is
               acquiring  the Shares to be issued to him for investment and
               not  with a  view to, or  for sale  in connection  with, the
               distribution of any such Shares; and

                    (b)  a  representation,  warranty  or agreement  to  be
               bound by any legends that are, in  the opinion of the Board,
               necessary or  appropriate to  comply with the  provisions of
               any securities law deemed  by the Board to be  applicable to
               the issuance  of  the  Shares  and  are  endorsed  upon  the
               certificates representing the Shares.

               Section 16.    Amendment,   Modification,    Suspension   or
          Discontinuance of this Plan.

               For the purpose  of complying  with changes in  the Code  or
          ERISA, the Board may amend, modify, suspend or terminate the Plan
          at any time.  For the  purpose of meeting or addressing any other
          changes in legal requirements or any other purpose, the Board may
          amend,  modify, suspend or terminate the Plan only once every six
          months.  Subject to  changes in law or other  legal requirements,
          including any change in  the provisions of Rule 16b-3  that would
          permit otherwise, the Plan may not be amended without the consent
          of the  holders  of a  majority  of the  shares of  Common  Stock
          represented at a  meeting at which  a quorum is  present to:  (i)
          increase  the aggregate number of shares of Common Stock that may
          be  issued under  the  Plan (except  for adjustments  pursuant to
          Section  14 of the  Plan); (ii) increase  materially the benefits
          accruing to Optionees under the Plan; or, (iii) modify materially
          the requirements as to eligibility for participation in the Plan.

               Section 17.    Governmental Regulations.

               This Plan, and the  granting of Options and the  exercise of
          Options hereunder and the  obligation of the Company to  sell and
          deliver  Shares  under  such  Options  shall  be  subject to  all
          applicable  laws, rules and regulations, and to such approvals by
          any governmental agencies or national securities exchanges as may
          be required.
<PAGE>






               Section 18.    Miscellaneous.

                    (a)  The proceeds received by the Company from the sale
               of  Shares  pursuant to  Options shall  be used  for general
               corporate purposes.

                    (b)  The  Options granted to  Directors under this Plan
               shall  be  in addition  to  regular  director's fees,  stock
               options  granted pursuant  to  the Company's  1989  Director
               Stock Option Plan or other stock option plans of the Company
               or other  benefits with  respect to the  Director's position
               with the Company or its  Subsidiaries.  Nothing contained in
               the  Plan,  or  in  any  Agreement, shall  confer  upon  any
               Optionee  the  right  to  continue  as  a  director  of  the
               Corporation,  or interfere  in any  way  with the  rights to
               terminate his status as a director.

                    (c)  Neither the members of the Board nor any member of
               the Committee  shall be  liable  for any  act, omission,  or
               determination taken  or made in  good faith with  respect to
               the Plan or any Option granted under  it, and members of the
               Board and the Committee shall be entitled to indemnification
               and reimbursement  by the Company  in respect of  any claim,
               loss,  damage, or  expense (including  attorneys' fees,  the
               costs  of settling  any  suit (provided  such settlement  is
               approved  by  independent  legal  counsel  selected  by  the
               Company)  and amounts  paid in  satisfaction of  a judgment,
               except a judgment based  on a finding of bad  faith) arising
               from such claim, loss, damage, or expense to the full extent
               permitted  by law  and  under any  directors' and  officers'
               liability or  similar insurance coverage that  may from time
               to time be in effect.

                    (d)  Any payment of cash or any issuance or transfer of
               Shares  to the  Optionee,  or to  his legal  representative,
               heir,  legatee,   distributee   or  permitted   assign,   in
               accordance with the  provisions of the  Plan, shall, to  the
               extent  thereof, be  in full  satisfaction of all  claims of
               such  persons under the Plan.  The Committee may require any
               Optionee, legal representative,  heir, legatee,  distributee
               or  permitted  assign,  as  a condition  precedent  to  such
               payment  or issuance  or transfer  of  Shares, to  execute a
               release and receipt for such payment or issuance or transfer
               of Shares in such form as it shall determine.

                    (e)  Neither the Committee  nor the Company  guarantees
               Shares from loss or depreciation.

                    (f)  All  expenses  incident  to   the  administration,
               termination, or  protection of the Plan,  including, but not
               limited  to, legal and accounting fees, shall be paid by the
               Company; provided, however, the  Company may recover any and
               all damages,  fees, expenses  and costs  arising out  of any
<PAGE>






               actions taken by the Company to enforce its rights under the
               Plan.

                    (g)  Records of the Company shall be conclusive for all
               purposes under the Plan,  unless determined by the Committee
               to be incorrect.

                    (h)  The  Company  shall, upon  request  or  as may  be
               specifically required under the Plan, furnish or cause to be
               furnished all  of the  information or documentation  that is
               necessary or required by the Committee to perform its duties
               and functions under the Plan.

                    (i)  The  Company assumes no  liability to the Optionee
               or his legal representatives, heirs,  legatees, distributees
               or  permitted assigns for  any act of, or  failure to act on
               the part of, the Committee.

                    (j)  Any action required of the Company relating to the
               Plan shall be by  resolution of its Board, the  Committee or
               by a person authorized to act by  resolution of the Board or
               the Committee.

                    (k)  If  any  provision of  this  Plan  is  held to  be
               illegal  or  invalid  for  any  reason,  the  illegality  or
               invalidity shall not affect  the remaining provisions of the
               Plan, but such provision shall  be fully severable, and  the
               Plan  shall be construed and  enforced as if  the illegal or
               invalid provision had never been included in the Plan.

                    (l)  Whenever any notice is required or permitted under
               the  Plan, such  notice  must be  in writing  and personally
               delivered  or sent  by  mail  or  next  day  delivery  by  a
               nationally recognized  courier service.  Any notice required
               or permitted to  be delivered under this  Agreement shall be
               deemed to be delivered on the date on which it is personally
               delivered, or, if mailed,  whether actually received or not,
               on  the  third Business  Day after  it  is deposited  in the
               United   States  mail,  certified   or  registered,  postage
               prepaid, addressed to the person who is to receive it at the
               address  which  such  person  has  previously  specified  by
               written notice delivered in accordance with  this Subsection
               18(l)  or, if by courier, twenty-four (24) hours after it is
               sent, addressed as described in  this Subsection 18(l).  The
               Company or an Optionee may change, at any time and from time
               to time, by written  notice to the other, the  address which
               it  or he  had previously  specified for  receiving notices.
               Until changed in  accordance with the Plan,  the Company and
               each  Optionee  shall specify  as  its and  his  address for
               receiving  notices the  address set  forth in  the Agreement
               pertaining to the Shares to which such notice relates.

                    (m)  Any person  entitled to notice under  the Plan may
               waive such notice.
<PAGE>






                    (n)  The Plan  shall be binding upon  the Optionee, his
               legal  representatives,  heirs,  legatees, distributees  and
               permitted assigns, upon the Corporation, its successors, and
               assigns,  and   upon  the  Board,  the   Committee  and  its
               successors.

                    (o)  The  titles and headings  of Sections are included
               for  convenience  of  reference  only  and  are  not  to  be
               considered in construction of the Plan's provisions.

                    (p)  All   questions  arising   with  respect   to  the
               provisions of the Plan shall be determined by application of
               the laws  of the State of  Texas except to  the extent Texas
               law is preempted by federal law or Nevada corporate law that
               is  controlling.   Questions  arising  with  respect to  the
               provisions of an  Agreement that are matters of contract law
               shall be governed by the laws of the state specified  in the
               Agreement, except to the extent preempted by federal law and
               except  to the  extent that  Nevada corporate  law conflicts
               with the contract law  of such state, in which  event Nevada
               corporate law shall  govern.  The obligation  of the Company
               to  sell and  deliver Shares  under the  Plan is  subject to
               applicable  laws and  to  the approval  of any  governmental
               authority required  in  connection with  the  authorization,
               issuance, sale, or delivery of such Shares.

                    (q)  Words  used in  the masculine  shall apply  to the
               feminine where applicable, and  wherever the context of this
               Plan  dictates, the plural shall be read as the singular and
               the singular as the plural.

               Section 19.  Effective Date and Termination Date.

               The Effective Date of the Plan is January 18, 1994, the date
          on  which the  Board adopted  this Plan,  but  is subject  to the
          approval of the Plan by at least a majority of  the votes cast by
          the  stockholders   of  the  Company  at  the   next  meeting  of
          stockholders at which a quorum is present.  All grants made under
          the Plan prior to such approval shall be effective when made, but
          shall be conditioned  upon and  subject to such  approval of  the
          Plan.   This Plan shall terminate on the tenth (10th) anniversary
          of the Effective Date.

          ADOPTED BY THE BOARD OF DIRECTORS: January 18, 1994

          APPROVED BY THE STOCKHOLDERS: April 19, 1994



                                             KIRBY CORPORATION


                                             By:  /s/ G. Stephen Holcomb   
                                                  G. Stephen Holcomb
<PAGE>






                                                  Assistant Secretary
<PAGE>



























                                     EXHIBIT 4.9
<PAGE>









                         NONQUALIFIED STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                     1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN



               A Nonqualified Stock  Option (the "Option")  for a total  of
          One  Thousand Five  Hundred (1,500)  shares of Common  Stock, par
          value $0.10  per share ("Common  Stock" or "Share(s)"),  of Kirby
          Corporation (the "Company"), is hereby granted to

                _____________________________________________________

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
          Corporation  (the   "Plan"),  which  is  incorporated  herein  by
          reference.

               1.   Option  Price.   The option  price is  $___________ for
          each share,  being 100% of the  Fair Market Value  (as defined in
          the Plan) of the Common Stock on the Date of Grant of the Option.

               2.   Exercise  of  Option.   Subject  to  the provisions  of
          Section 5,  this Option shall be exercisable  in whole or in part
          after the six-month anniversary  of the Date of Grant  or on such
          earlier date as this  Option may vest in accordance  with Section
          9(c) of the Plan as follows:

                 (i)     Method  of  Exercise.     This  Option  shall   be
          exercisable by a  written notice delivered  to the Company  which
          shall:

                         (c)  state the election to exercise the Option and
          the number of shares in  respect of which it is being  exercised;
          and

                         (d)  be signed by the  person or persons  entitled
          to exercise the  Option and, if the Option is  being exercised by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                (ii)     Payment.    The  exercise  price   of  any  Shares
          purchased  shall  be paid  (i) solely  in  cash, by  certified or
          cashier's check, by money order or by personal  check, or (ii) at
          the  option of the Optionee, in Common Stock theretofore owned by
          such Optionee  (or  by a  combination  of the  above);  provided,
          however,  that  if   the  Optionee  acquired  such  stock  to  be
          surrendered  directly or  indirectly from  the Company,  he shall
          have owned such stock for six months prior to using such stock to
<PAGE>






          exercise an Option.   For purposes of determining the  amount, if
          any,  of the exercise price satisfied by payment in Common Stock,
          such Common Stock shall be valued at its Fair Market Value on the
          date  of exercise.  Any Common Stock delivered in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

               (iii)     Withholding.    Optionee  shall make  satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                (iv)     Purchase for  Investment.   As a condition  of any
          issuance of a stock  certificate for Shares upon the  exercise of
          an  Option,   the  Committee   may  obtain  such   agreements  or
          undertakings,  if any, as it  may deem necessary  or advisable to
          assure compliance  with any provision of this  Plan or any law or
          regulation, including, but not limited to, the following:

                         (a)  a representation and warranty by the Optionee
          to  the Company at  the time his  Option is exercised  that he is
          acquiring  the Shares to be issued  to him for investment and not
          with a view to, or for sale in connection with, the  distribution
          of any such Shares; and

                         (b)  a representation, warranty or agreement to be
          bound by any legends that  are, in the opinion of the  Committee,
          necessary  or appropriate  to comply with  the provisions  of any
          securities  law deemed by the  Committee to be  applicable to the
          issuance of  the Shares  and are  endorsed upon  the certificates
          representing the Shares.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent  and distribution and so long as the Optionee lives, only
          such Optionee or his guardian or legal  representative shall have
          the right  to exercise  this Option.   The  terms of  this Option
          shall  be  binding  upon the  executors,  administrators,  heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option may not be exercised after
          the expiration of ten (10)  years from the Date of Grant  of this
          Option  and is subject to  earlier termination if Optionee ceases
          to be  a Director, dies  or otherwise  as provided  in the  Plan.
          This Option may be exercised during such times only in accordance
          with the Plan and the terms of this Option.

               5.   Effective  Date and  Termination Date.    The Effective
          Date of the Plan is January 18, 1994, the date on which the Board
          adopted this Plan, but is subject  to the approval of the Plan by
          at least  a majority of the votes cast by the stockholders of the
          Company at the  next meeting of stockholders at which a quorum is

                                        II-52
<PAGE>






          present.  All  grants made under the Plan  prior to such approval
          shall be effective when  made, but shall be conditioned  upon and
          subject to such approval of the Plan.

               Date of Grant:  January 18, 1994.

                                             KIRBY CORPORATION


                                             By                            
                                                                 President


               Optionee acknowledges  receipt of a  copy of  the Plan,  and
          represents  that he  is familiar  with  the terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and provisions of the Plan.  Optionee hereby agrees to  accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

                                                                           
                                             Optionee






























                                        II-53
<PAGE>



























                                     EXHIBIT 4.10
<PAGE>









                         NONQUALIFIED STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                     1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN



               A Nonqualified Stock  Option (the "Option")  for a total  of
          One  Thousand Five  Hundred (1,500)  shares of Common  Stock, par
          value $0.10  per share ("Common  Stock" or "Share(s)"),  of Kirby
          Corporation (the "Company"), is hereby granted to

                _____________________________________________________

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
          Corporation  (the   "Plan"),  which  is  incorporated  herein  by
          reference.

               1.   Option  Price.   The option  price is  $___________ for
          each share,  being 100% of the  Fair Market Value  (as defined in
          the Plan) of the Common Stock on the Date of Grant of the Option.

               2.   Exercise of  Option.  This Option  shall be exercisable
          in whole  or in part after the  six-month anniversary of the Date
          of  Grant or  on such  earlier date  as this  Option may  vest in
          accordance with Section 9(c) of the Plan as follows:

                 (i)     Method  of  Exercise.     This  Option   shall  be
          exercisable  by a written  notice delivered to  the Company which
          shall:

                         (a)  state the election to exercise the Option and
          the number of  shares in respect of which it  is being exercised;
          and

                         (b)  be signed by  the person or persons  entitled
          to exercise the Option and, if  the Option is being exercised  by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                (ii)     Payment.     The  exercise  price  of  any  Shares
          purchased  shall  be paid  (i) solely  in  cash, by  certified or
          cashier's check, by money order or  by personal check, or (ii) at
          the  option of the Optionee, in Common Stock theretofore owned by
          such  Optionee (or  by  a combination  of  the above);  provided,
          however,   that  if  the  Optionee  acquired  such  stock  to  be
          surrendered  directly or  indirectly from  the Company,  he shall
          have owned such stock for six months prior to using such stock to
          exercise an Option.   For purposes of determining the  amount, if
<PAGE>






          any,  of the exercise price satisfied by payment in Common Stock,
          such Common Stock shall be valued at its Fair Market Value on the
          date  of exercise.  Any Common Stock delivered in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

               (iii)     Withholding.    Optionee  shall make  satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                (iv)     Purchase for  Investment.   As a condition  of any
          issuance of a stock  certificate for Shares upon the  exercise of
          an  Option,   the  Committee   may  obtain  such   agreements  or
          undertakings,  if any, as it  may deem necessary  or advisable to
          assure compliance with any provision  of this Plan or any law  or
          regulation, including, but not limited to, the following:

                         (a)  a representation and warranty by the Optionee
          to the  Company at the  time his Option  is exercised that  he is
          acquiring the Shares to  be issued to him for investment  and not
          with a view to, or for sale in connection  with, the distribution
          of any such Shares; and

                         (b)  a representation, warranty or agreement to be
          bound by any  legends that are, in the opinion  of the Committee,
          necessary  or appropriate to  comply with  the provisions  of any
          securities  law deemed by the  Committee to be  applicable to the
          issuance  of the  Shares and  are endorsed upon  the certificates
          representing the Shares.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent  and distribution and so long as the Optionee lives, only
          such Optionee or his guardian  or legal representative shall have
          the right  to exercise  this Option.   The  terms of this  Option
          shall  be  binding  upon  the  executors,  administrators, heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option may not be exercised after
          the expiration of  ten (10) years from the Date  of Grant of this
          Option and is  subject to earlier termination if  Optionee ceases
          to be a  Director, dies  or otherwise  as provided  in the  Plan.
          This Option may be exercised during such times only in accordance
          with the Plan and the terms of this Option.

               Date of Grant:  ___________ ____, 19___.

                                             KIRBY CORPORATION


                                             By                            

                                        II-56
<PAGE>






                                                                 President


               Optionee acknowledges receipt  of a  copy of  the Plan,  and
          represents  that he  is  familiar with  the terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and  provisions of the Plan.  Optionee hereby agrees to accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

                                                                           
                                             Optionee
<PAGE>



























                                     EXHIBIT 4.11
<PAGE>






                            1993 NONQUALIFIED STOCK OPTION
                                          OF
                                  KIRBY CORPORATION
                                         FOR
                                 ROBERT G. STONE, JR.

                                 Dated July 20, 1993

          Section 1.  Purpose.

               On  July 20,   1993,  the   Board  of  Directors   of  Kirby
          Corporation,  a  Nevada  corporation  (the   "Company"),  adopted
          resolutions   granting   Robert G.   Stone,    Jr.   ("Optionee")
          Nonqualified Stock  Options to  purchase 25,000 shares  of Common
          Stock on the terms and conditions herein provided as an incentive
          to retain the Optionee as Chairman of the Board of the Company or
          as a member of the Board of Directors of the Company.

          Section 2.  Definitions.

               As used herein,  the following terms shall  have the meaning
          indicated:

               (a)  "Board"  shall  mean  the  Board of  Directors  of  the
          Company.

               (b)  "Business  Day"  shall mean  (i)  if  the Common  Stock
          trades on a national exchange, any day that the national exchange
          on which  the Common Stock trades  is open or (ii)  if the Common
          Stock  does  not  trade on  a  national  exchange,  any day  that
          commercial banks in the City of New York are open.

               (c)  "Committee"  shall  mean  the  committee  designated in
          Section 16 to administer this Plan.

               (d)  "Common Stock"  shall mean the Company's  common stock,
          $0.10 par value per share.

               (e)  "Date of Grant" shall be the Effective Date.

               (f)  "Effective  Date"  shall  mean the  date  first written
          above, which is the date this Option is approved by the Board.

               (g)  "ERISA"  shall  mean  the  Employee  Retirement  Income
          Security Act, as amended.

               (h)  "Exchange Act" shall  mean the Securities Exchange  Act
          of 1934, as amended.

               (i)  "Fair Market Value" shall mean:

                           (i)     If  Shares  are  listed  on  a  national
                    securities exchange at the date of determining the Fair
                    Market Value,
<PAGE>






                              (A)  The mean of the  high and low sales
                         price on  such exchange on the  Date of Grant
                         as  reported  in  any  newspaper  of  general
                         circulation, or

                              (B)  If the Shares shall not have traded
                         on such  exchange on  such date, the  mean of
                         the high and low sales price on such exchange
                         on the  next day  prior thereto on  which the
                         Shares  were so  traded  as  reported in  any
                         newspaper of general circulation; or

                          (ii)     If  Shares  shall   not  be  listed   as
                    provided  in Subsection 2(h)(i),  a value determined by
                    any  fair  and  reasonable   means  prescribed  by  the
                    Committee.

               (j)  "Internal  Revenue  Code"  or  "Code"  shall  mean  the
          Internal Revenue Code of 1986, as it now exists or may be amended
          from time to time.

               (k)  "Nonqualified Stock  Option" shall mean a  stock option
          that is not an  incentive stock option as defined  in Section 422
          of the Internal Revenue Code.

               (l)  "Option"   (when   capitalized)    shall   mean    this
          Nonqualified Stock Option exercisable for 25,000 shares of Common
          Stock granted to  Robert G. Stone, Jr.,  which is deemed to  be a
          Plan pursuant to Rule 16b-3 under the Exchange Act.

               (m)  "Option Period" shall mean the period commencing on the
          date hereof and ending on July 20, 2003, or such earlier dates as
          the Option may terminate under Section 9 hereof.

               (n)  "Optionee" shall mean Robert G. Stone, Jr.

               (o)  "Share(s)" shall  mean a share or shares  of the Common
          Stock.

               (p)  "Subsidiary" shall mean any corporation (other than the
          Company) in any unbroken chain of corporations beginning with the
          Company if,  at the time of  the granting of the  Option, each of
          the corporations other  than the last corporation in the unbroken
          chain owns stock  possessing 50%  or more of  the total  combined
          voting  power  of all  classes  of  stock  in one  of  the  other
          corporations in such chain.







                                        II-60
<PAGE>






          Section 3.  Grant of Option.

               The Company hereby grants to the Optionee on the date hereof
          an option to purchase 25,000 shares  of Common Stock on the terms
          and conditions herein provided.

          Section 4.  Rule 16b-3 Plan and Stockholder Approval.

               The Company  intends  for this  Option  to comply  with  the
          requirements  of Rule  16b-3  promulgated by  the Securities  and
          Exchange Commission  pursuant to the Exchange  Act.  Accordingly,
          this  Option shall terminate and become null and void unless this
          Option  is approved by the stockholders of the Company within one
          (1) year after the Effective Date at a meeting of stockholders of
          the Company at  which a quorum is present by  stockholders of the
          Company owning a majority of the issued and outstanding shares of
          Common Stock represented at such meeting.

          Section 5.  Exercise Price.

               The exercise price per share of Common Stock subject to this
          Option  is $18.625, which price was the  mean of the high and low
          sales price of  Common Stock  on the American  Stock Exchange  on
          July 20, 1993 as  reported by The Wall Street  Journal, Southwest
          Edition.

          Section 6.  Vesting Schedule.

               (a)  The  Option to  purchase Shares  of Common  Stock shall
          vest 20% of  the total number of Shares initially subject to such
          Option (as such number may be adjusted pursuant to Section 11) on
          January 20, 1994 and 20%  on the date of the  annual stockholders
          meeting beginning in 1994, if following such meeting the Optionee
          is a member of the Board.

               (b)  Notwithstanding the foregoing, the Option shall vest as
          to all Shares then subject to  this Option upon the occurrence of
          any of the following events:

               (1)  a  transaction (or  series  of  transactions  occurring
                    within  a 60-day period or pursuant  to a plan approved
                    by the Board or the shareholders of the Company) occurs
                    which has  the result that stockholders  of the Company
                    immediately  before  such   transaction  cease  to  own
                    directly or indirectly at least 51% of the voting stock
                    of  the Company or of any entity which results from the
                    participation  of  the  Company, in  a  reorganization,
                    consolidation, merger, liquidation or any other form of
                    corporate transaction;

               (2)  all or substantially  all of the assets of  the Company
                    shall be sold or otherwise disposed of except that this
                    Option  shall not vest as to all Shares then subject to
                    this Option if after such  sale or disposition (i)  the
<PAGE>






                    stockholders of  the Company immediately prior  to such
                    transaction continue  to own at least 51% of the voting
                    stock of  the entities  which acquired  50% or  more in
                    value  of the assets of the Company so sold or conveyed
                    and  (ii) the  acquiring  entity agrees  to assume  the
                    obligations of the Company under this Agreement; or 

               (3)  the  occurrence of  a  merger,  consolidation or  other
                    reorganization of the Company  under the terms of which
                    the surviving entity does not assume the obligations of
                    the Company under this Agreement.

          Section 7.  Type of Option.

               The Option  granted hereunder shall be  a Nonqualified Stock
          Option.

          Section 8.  Exercise of the Option.

               (a)  This  Option   shall  not   be  exercisable  prior   to
          January 20, 1994.   After  January 20, 1994,  this Option  may be
          exercised at  any time and  from time to  time during  the Option
          Period,  in whole or  in part, with  respect to Shares  that have
          vested  in accordance  with Section 6  hereof.   If  the Optionee
          exercises this Option  prior to stockholder approval of this Plan
          as provided in  Section 4  hereof, the Optionee  must tender  the
          exercise price at the time of exercise and the Company shall hold
          the exercise  price and the Shares to  be issued pursuant to such
          exercise until the stockholders approve the Plan.  If the Plan is
          approved by the stockholders, the Company shall issue and deliver
          the Shares as  to which the  Option has been  exercised.  If  the
          Plan  is not  approved  by the  stockholders,  the Company  shall
          return  the exercise price to the  Optionee and no Shares will be
          issued.

               (b)  This Option may be  exercised (i) during the Optionee's
          lifetime,  solely by  the Optionee or  (ii) after  the Optionee's
          death, by the personal representative of the Optionee's estate or
          the  person or persons entitled  thereto under his  will or under
          the laws of descent and distribution.

               (c)  This  Option shall  be  deemed exercised  when (i)  the
          Company has received written notice of such exercise delivered to
          the  Company in  accordance  with the  terms of  Subsection 17(l)
          hereof,  (ii) full payment of the aggregate exercise price of the
          Shares as to which the  Option is exercised has been  tendered to
          the Company,  and (iii) arrangements that are satisfactory to the
          Committee  in  its  sole  discretion   have  been  made  for  the
          Optionee's payment to the Company of the amount, if any, that the
          Company determines to be necessary for the Company to withhold in
          accordance   with  applicable   federal   or  state   income  tax
          withholding requirements.
<PAGE>






               (d)  The  exercise price  of any  Shares purchased  shall be
          paid  (i) solely  in cash,  by certified  or cashier's  check, by
          money  order or by  personal check or  (ii) at the  option of the
          Optionee, in Common Stock theretofore owned  by such Optionee (or
          by  a combination of the  above); provided, however,  that if the
          Optionee  acquired  such  stock  to be  surrendered  directly  or
          indirectly from the Company,  he shall have owned such  stock for
          six months prior  to using  such stock to  exercise this  Option.
          For purposes of determining  the amount, if any, of  the exercise
          price  satisfied by  payment in Common  Stock, such  Common Stock
          shall be valued at its Fair Market Value on the date of exercise.
          Any Common Stock delivered in satisfaction of all or a portion of
          the exercise  price shall be appropriately  endorsed for transfer
          and assignment to the Company.

               (e)  The Optionee shall not  be, nor have any of  the rights
          or  privileges of, a stockholder  of the Company  with respect to
          any  Shares purchasable  upon the  exercise of  any part  of this
          Option  unless  and until  certificates representing  such Shares
          shall have been issued by the Company to the Optionee.

          Section 9.  Termination of Option Period.

               (a)  The   unexercised   portion   of   this   Option  shall
          automatically and  without notice  terminate and become  null and
          void upon the earliest to occur of the following:

                 (i)     one (1) year after the death of the Optionee; or

                (ii)     July 20, 2003.

               (b)  The  Committee in  its sole  discretion may,  by giving
          written notice to  the Optionee ("Cancellation Notice"),  cancel,
          effective  upon the  date of  the consummation  of  any corporate
          transaction described  in Subsection 6(b) hereof,  any portion of
          this  Option  which  remains  unexercised  on  such date.    Such
          cancellation  notice shall be given to Optionee at least ten (10)
          days prior to the date of cancellation.

          Section 10.  Assignability.

               This Option  is  not assignable  or  otherwise  transferable
          except by will or the laws of descent and distribution.

          Section 11.  Adjustments.

               (a)  If at  any time while  any unexercised portion  of this
          Option is outstanding there  shall be an increase or  decrease in
          the  number   of  issued  and  outstanding   Shares  through  the
          declaration of  a stock dividend or  through any recapitalization
          resulting in a stock split-up, combination or exchange of Shares,
          then appropriate adjustment shall be made in the number of Shares

                                        II-63
<PAGE>






          and the  exercise price  per  Share subject  to such  outstanding
          portion  of this  Option,  so that  the  same proportion  of  the
          Company's issued  and outstanding Shares shall  remain subject to
          purchase at the same aggregate exercise price.

               (b)  In  the  event  of  a merger,  consolidation  or  other
          reorganization of  the  Company  under the  terms  of  which  the
          Company  is  not the  surviving  corporation,  but the  surviving
          corporation elects to assume this  Option, the Optionee shall  be
          entitled  to  receive, upon  the  exercise of  this  Option, with
          respect to  each Share (i) the  number of shares of  stock of the
          surviving corporation  (or equity  interest in any  other entity)
          and  (ii)  any other  notes, evidences  of indebtedness  or other
          property, that  Optionee would  have received in  connection with
          such  merger,  consolidation  or   other  reorganization  had  he
          executed the Option  with respect to such Share immediately prior
          to such merger, consolidation or other reorganization.

               (c)  Except  as otherwise  expressly  provided  herein,  the
          issuance by  the Company of  shares of  its capital stock  of any
          class, or securities convertible into  shares of capital stock of
          any  class, either  in connection  with direct  sale or  upon the
          exercise of  rights or warrants  to subscribe  therefor, or  upon
          conversion of  shares or  obligations of the  Company convertible
          into  such shares or other  securities, shall not  affect, and no
          adjustment by reason thereof  shall be made with respect  to, the
          number  of or  exercise  price of  Shares  then subject  to  this
          Option.

               (d)  Without limiting  the generality of  the foregoing, the
          existence of this Option shall not affect in any manner the right
          or power of the Company to make,  authorize or consummate (i) any
          or  all adjustments, recapitalizations,  reorganizations or other
          changes in the  Company's capital structure or its business; (ii)
          any  merger or consolidation of  the Company; (iii)  any issue by
          the Company of debt securities, or preferred  or preference stock
          that would rank above the Shares subject to this Option; (iv) the
          dissolution or liquidation of the Company; (v) any sale, transfer
          or assignment of all or any part of the assets or business of the
          Company; or (vi) any  other corporate act or  proceeding, whether
          of a similar character or otherwise.

          Section 12.  Purchase for Investment.

               As  a condition of any  issuance of a  stock certificate for
          Shares, the Committee may obtain such agreements or undertakings,
          if  any,  as  it  may  deem  necessary  or  advisable  to  assure
          compliance  with any  provision  of this  Option  or any  law  or
          regulation, including, but not limited to, the following:

               (a)  a representation  and warranty  by the Optionee  to the
          Company,  at  the  time this  Option  is  exercised,  that he  is
          acquiring the Shares  to be issued to him for  investment and not
<PAGE>






          with a view to, or for sale in connection with, the  distribution
          of any such Shares; and

               (b)  a representation, warranty or  agreement to be bound by
          any  legends that are, in the opinion of the Committee, necessary
          or  appropriate to comply  with the provisions  of any securities
          law deemed by the  Committee to be applicable to  the issuance of
          the Shares  and are  endorsed upon the  certificates representing
          the Shares.

          Section     13.  Amendment,    Modification,     Suspension    or
          Discontinuance of this Plan.

               For the purpose  of complying  with changes in  the Code  or
          ERISA,  the Committee may amend, modify, suspend or terminate the
          Option any time without the  consent of the Optionee and for  the
          purpose  of meeting  or  addressing any  other  changes in  legal
          requirements  or  any other  purpose,  the  Committee may  amend,
          modify,  suspend  or terminate  the  Option only  once  every six
          months; provided that no such amendment, modification, suspension
          or  termination shall  materially impair  the Option  without the
          consent of the Optionee.

          Section 14.  Government Regulations.

               This Option, and the  obligation of the Company to  sell and
          deliver  Shares  under  this  Option,  shall  be subject  to  all
          applicable laws, rules and regulations, and to such approvals  by
          any governmental agencies or national securities exchanges as may
          be required.

          Section 15.  Withholding.

               Prior to the issuance  of any Shares to Optionee  under this
          Option,  Optionee shall pay to the Company in a form satisfactory
          to the Company the  amount (if any) which the  Company reasonably
          determines  to be necessary for  the employer of  the Optionee to
          withhold  in  accordance with  applicable  federal  or state  tax
          withholding requirements.

          Section 16.  Administration of the Plan.

               (a)  This  Option shall  be administered  by the  Committee.
          The Committee  shall be the  Compensation Committee of  the Board
          excluding  Optionee  (if  he  is  a  member of  the  Compensation
          Committee); provided, however, that  for purposes of this Option,
          the  Committee shall  consist of  not less than  two individuals;
          provided further,  however, that if no  Compensation Committee is
          appointed,  the Board (if  a majority of which  and a majority of
          the  Directors acting  on any  matter are  Disinterested Persons)
          shall  administer the Option and  in such case  all references to
          the Committee shall be deemed to be references to the Board.  The
          Committee shall have all of the  powers of the Board with respect
          to the Option.
<PAGE>






               (b)  The Committee,  from time to time, may  adopt rules and
          regulations for carrying  out the  purposes of the  Option.   The
          determinations  and the  interpretation and  construction of  any
          provision  of  the Option  by the  Committee  shall be  final and
          conclusive.

               (c)  Any   and  all  decisions   or  determinations  of  the
          Committee  shall be  made either  (i) by  a majority vote  of the
          members of the Committee at a  meeting, or (ii) without a meeting
          by  the  written approval  of a  majority of  the members  of the
          Committee.

               (d)  Subject to  the express provisions of  this Option, the
          Committee  shall have  the  authority, in  its sole  and absolute
          discretion (i)  to adopt,  amend, and rescind  administrative and
          interpretive rules and regulations  relating to this Option; (ii)
          to  construe the  terms  of this  Option;  (iii) as  provided  in
          Subsection  11,   upon  certain   events   to  make   appropriate
          adjustments to the exercise price and number of Shares subject to
          this  Option;  and  (iv) to  make  all  other  determinations and
          perform all  other acts necessary or  advisable for administering
          this Option,  including the  delegation of such  ministerial acts
          and  responsibilities as  the Committee  deems appropriate.   The
          Committee  may  correct any  defect  or  supply  any omission  or
          reconcile any inconsistency in  this Option in the manner  and to
          the extent it  shall deem expedient to carry it  into effect, and
          it  shall be the  sole and final  judge of such  expediency.  The
          Committee shall  have full discretion to  make all determinations
          on the matters  referred to  in this Subsection  16(d), and  such
          determinations shall be final, binding and conclusive.

          Section 17.  Miscellaneous.

               (a)  The  proceeds received by the  Company from the sale of
          Shares  pursuant  to  this  Option  shall  be  used  for  general
          corporate purposes.

               (b)  This Option shall be  in addition to regular director's
          fees  paid to  the  Optionee and  stock  options granted  to  the
          Optionee  pursuant to  the Company's  1989 Director  Stock Option
          Plan or other stock option plans of the Company or other benefits
          with respect  to  Optionee's position  with  the Company  or  its
          Subsidiaries.  Nothing contained in this Option shall confer upon
          the  Optionee the right to continue  as a director or Chairman of
          the Board of the Company, or interfere in any way with the rights
          of the  Company to terminate his status as a director or Chairman
          of the Board.

               (c)  Neither  the members of the Board nor any member of the
          Committee shall be liable for any act, omission, or determination
          taken  or made  in good  faith with respect  to this  Option, and
          members of the  Board and the Committee shall, in addition to all

                                        II-66
<PAGE>






          other rights of indemnification and reimbursement, be entitled to
          indemnification and  reimbursement by  the Company in  respect of
          any claim,  loss, damage, or expense  (including attorneys' fees,
          the  costs  of settling  any  suit, provided  such  settlement is
          approved by  independent legal  counsel selected by  the Company,
          and amounts paid in satisfaction of a judgment, except a judgment
          based on a finding  of bad faith) arising from  such claim, loss,
          damage, or expense  to the full extent permitted by law and under
          any  directors'  and  officers'  liability  or  similar insurance
          coverage that may from time to time be in effect.

               (d)  Any  payment of  cash or  any issuance  or transfer  of
          Shares to the  Optionee, or  to his  legal representative,  heir,
          legatee,  or distributee,  in accordance  with the  provisions of
          this   Option,  shall,  to   the  extent  thereof,   be  in  full
          satisfaction of all claims of  such persons under the Plan.   The
          Committee may  require any Optionee, legal  representative, heir,
          legatee or distributee as a  condition precedent to such  payment
          or  issuance  or transfer  of Shares,  to  execute a  release and
          receipt for such  payment or  issuance or transfer  of Shares  in
          such form as it shall determine.

               (e)  Neither the Committee nor the Company guarantees Shares
          from loss or depreciation.

               (f)  All   expenses   incident   to    the   administration,
          termination,  or protection  of this  Option, including,  but not
          limited  to,  legal and  accounting fees,  shall  be paid  by the
          Company; provided, however, the  Company may recover any and  all
          damages,  fees, expenses  and costs  arising out  of any  actions
          taken by the Company to enforce its rights under this Option.

               (g)  Records  of the  Company  shall be  conclusive for  all
          purposes under this Option, unless determined by the Committee to
          be incorrect.

               (h)  The  Company   shall,  upon   request  or  as   may  be
          specifically required under this  Option, furnish or cause to  be
          furnished  all  of  the  information  or  documentation  that  is
          necessary  or required by the Committee to perform its duties and
          functions under this Option.

               (i)  The Company assumes no liability to the Optionee or his
          legal representatives, heirs, legatees, distributees or permitted
          assigns  for any act of,  or failure to  act on the  part of, the
          Committee.

               (j)  Any  action required  of the  Company relating  to this
          Option shall be by resolution of its Board, the Committee or by a
          person  authorized to  act  by resolution  of  the Board  or  the
          Committee.

               (k)  If any provision of  this Option is held to  be illegal
          or invalid for any reason, the illegality or invalidity shall not
<PAGE>






          affect  the  remaining  provisions   of  this  Option,  but  such
          provision shall  be fully  severable, and  this  Option shall  be
          construed and enforced as if the illegal or invalid provision had
          never been included in this Option.

               (l)  Whenever any notice is required or permitted under this
          Option,  such notice must be  in writing and personally delivered
          or  sent by mail or  delivery by a  nationally recognized courier
          service.   Any notice required or permitted to be delivered under
          this Option shall be deemed to be delivered on the  date on which
          it  is  personally delivered,  or,  if  mailed, whether  actually
          received or not, on the third Business Day after it is  deposited
          in  the  United States  mail,  certified  or registered,  postage
          prepaid, addressed  to the  person who  is to  receive it at  the
          address  which such  person has  previously specified  by written
          notice delivered in  accordance with this Subsection 17(l) or, if
          by courier, seventy-two (72) hours after it is sent, addressed as
          described  in this Subsection 17(l).  The Company or the Optionee
          may change, at any time and from time to time,  by written notice
          to the other, the address which it or he had previously specified
          for receiving  notices.   Until changed  in accordance  with this
          Option, the Company and the Optionee shall specify as its and his
          address  for receiving  notices  the address  set  forth in  this
          Option pertaining to the Shares to which such notice relates.

               (m)  Any  person entitled  to notice  under this  Option may
          waive such notice.

               (n)  This  Option shall  be binding  upon the  Optionee, his
          legal representatives, heirs, legatees and distributees upon  the
          Company, its successors,  and assigns,  and upon  the Board,  the
          Committee and its successors.

               (o)  The titles  and headings  of Sections are  included for
          convenience of reference  only and  are not to  be considered  in
          construction of the Option's provisions.

               (p)  All questions arising with respect to the provisions of
          this Option shall be determined by application of the laws of the
          State of  Texas except to  the extent Texas  law is preempted  by
          federal law or  Nevada corporate  law that is  controlling.   The
          obligation of the Company  to sell and deliver Shares  under this
          Option is subject to  applicable laws and to the approval  of any
          governmental   authority   required   in  connection   with   the
          authorization, issuance, sale, or delivery of such Shares.

               (q)  Words used in the masculine shall apply to the feminine
          where  applicable,  and  wherever  the  context  of  this  Option
          dictates,  the plural  shall  be read  as  the singular  and  the
          singular as the plural.

          ADOPTED BY THE BOARD OF DIRECTORS:  July 20, 1993

          APPROVED BY THE STOCKHOLDERS:  April 19, 1994
<PAGE>






          Address:  1775 St. James Place               KIRBY CORPORATION
                    Suite 300
                    Houston, Texas 77056 
                                             By  /s/  George  A.  Peterkin,
          Jr.                                                              
                                                George  A.  Peterkin,  Jr.,
          President

          Address:  39th Floor, Chrysler Bldg.         /s/ Robert G. Stone,
          Jr.                                                              
                    405 Lexington Avenue               Robert   G.   Stone,
          Jr., Optionee
                    New York, NY  10174








































                                        II-69
<PAGE>



























                                     EXHIBIT 5.1
<PAGE>













                                   February 3, 1995



          Kirby Corporation
          1775 St. James Place
          Suite 300
          Houston, Texas 77056

               Re:  Registration Statement on Form S-8 

          Gentlemen:

               We  have acted  as counsel  to Kirby  Corporation, a  Nevada
          corporation (the  "Company"), in connection with  the preparation
          of  the Registration  Statement  on Form  S-8 (the  "Registration
          Statement")  to  be  filed   with  the  Securities  and  Exchange
          Commission on February 3, 1995, under the Securities Act of 1993,
          as  amended (the  "Securities  Act"), relating  to (i)  1,000,000
          shares of the $.10 par value common stock (the "Common Stock") of
          the  Company  that may  be issued  upon  the exercise  of options
          granted  or that may be granted  under 1994 Employee Stock Option
          Plan  for  Kirby Corporation  (the  "1994  Employee Plan"),  (ii)
          100,000 shares of Common Stock of  the Company that may be issued
          upon the exercise of options granted or that may be granted under
          the  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
          Corporation (the  "1994 Director Plan"), and  (iii) 25,000 shares
          of Common  Stock of  the  Company that  may  be issued  upon  the
          exercise of the 1993 Stock Option of Kirby Corporation for Robert
          G.  Stone,  Jr. (the  "Stone Plan",  and  together with  the 1994
          Employee Plan and the 1994 Director Plan, the "Plans").

               You  have requested the opinion of this firm with respect to
          certain legal  aspects of the  proposed offering.   In connection
          therewith,  we have  examined and  relied  upon the  original, or
          copies  identified  to  our  satisfaction, of  (1)  the  Restated
          Articles  of Incorporation and the Bylaws of the Company, each as
          amended; (2) minutes and records of the  corporate proceedings of
          the  Company with  respect to  the establishment  of each  of the
          Plans  and  the reservation  of  1,125,000  additional shares  of
          Common  Stock to be issued  upon the exercise  of options granted
          under the Plans  (collectively, the "Options")  and to which  the
          Registration  Statement relates;  (3) the  Registration Statement
          and exhibits  thereto, including  the Plans; and  (4) such  other
          documents and  instruments as  we have  deemed necessary for  the

                                        II-71
<PAGE>






          expression  of  the opinions  herein  contained.   In  making the
          foregoing examinations,  we have  assumed the genuineness  of all
          signatures and the authenticity of  all documents submitted to us
          as originals, and  the conformity  to original  documents of  all
          documents submitted to us as certified or photostatic copies.  As
          to various questions of fact material to this opinion, and  as to
          the  content and form of  the Restated Articles of Incorporation,
          the Bylaws, minutes, records,  resolutions and other documents or
          writings of  the Company, we have  relied, to the extent  we deem
          reasonably appropriate, upon  representations or certificates  of
          officers or  directors of the Company and upon documents, records
          and  instruments   furnished  to  us  by   the  Company,  without
          independent confirmation or verification of their accuracy.

               Based  upon  our  examination   and  consideration  of,  and
          reliance on, the documents and other matters described above, and
          subject to the comments and exceptions noted below, we are of the
          opinion that  the  Company  presently  has  available  sufficient
          shares  of authorized  but unissued shares  of Common  Stock from
          which  the 1,125,000  shares  of  Common  Stock  subject  to  the
          exercise of  Options may be  issued.  Furthermore,  assuming that
          (i)  the outstanding Options were duly granted, the Options to be
          granted in the  future are  duly granted in  accordance with  the
          terms of the applicable Plan and the shares of Common Stock to be
          issued pursuant to  the exercise  of Options are  duly issued  in
          accordance  with  the terms  of  the  applicable Plan,  (ii)  the
          Company maintains  an adequate number of  authorized but unissued
          shares  and/or  treasury shares  of  Common  Stock available  for
          issuance  to those  persons who  exercise Options, and  (iii) the
          consideration for shares  of Common Stock issued  pursuant to the
          exercise  of  Options  is actually  received  by  the Company  in
          accordance  with the terms of the applicable Plan and exceeds the
          par value of such shares, then are of the opinion that the shares
          of Common Stock issued pursuant to the exercise of Options and in
          accordance  with the terms of  the applicable Plan,  will be duly
          and validly issued, fully paid and nonassessable.

               We  hereby consent  to  the filing  of  this opinion  as  an
          exhibit to  the Registration Statement  and to references  to our
          firm  included in or made  a part of  the Registration Statement.
          In giving this  consent, we do not admit that  we come within the
          category of person whose  consent is required under Section  7 of
          the Securities Act or the Rules and Regulations of the Securities
          and Exchange Commission thereunder.

                                        Very truly yours,

                                        JENKENS & GILCHRIST, 
                                        a Professional Corporation




                                        II-72
<PAGE>







                                        By:                                
                                             Henry Gilchrist

          HG/GC/kb
<PAGE>

























                                     EXHIBIT 23.2
<PAGE>






                                                               Exhibit 23.2

                            INDEPENDENT AUDITOR'S CONSENT

          We consent to the incorporation by reference in this Registration
          Statement of Kirby Corporation  on Form S-8 of our  reports dated
          March 2, 1992, except  for Note 2 as  to which the date  is March
          18,  1992 (relating  to Kirby  Corporation and  subsidiaries) and
          February 28,  1994 (relating  to Universal Insurance  Company and
          subsidiaries not  presented separately herein), appearing  in the
          Annual  Report on  Form 10-K  of Kirby  Corporation for  the year
          ended December 31, 1993.


          DELOITTE & TOUCHE LLP


          Houston, Texas
          January 31, 1995


































                                        II-75
<PAGE>



























                                     EXHIBIT 23.3
<PAGE>








                            INDEPENDENT AUDITORS' CONSENT

          The Board of Directors
          Kirby Corporation

          We  consent to the incorporation by reference of our reports into
          the Registration Statement of Kirby  Corporation of Form S-8,  to
          which this consent is an exhibit.

          Our reports refer  to changes  in the methods  of accounting  for
          income   taxes,  postretirement  benefits  other  than  pensions,
          certain investments in debt  and equity securities and accounting
          and reporting for reinsurance of short-duration and long-duration
          contracts.


                                   KPMG Peat Marwick LLP

          Houston, Texas
          February 1, 1995
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 182312}]
{"company-data": {"conformed-name": "KIRBY CORP", "cik": "0000056047", "assigned-sic": "4400", "irs-number": "741884980", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57621", "film-number": "95506106"}, "business-address": {"street1": "1775 ST JAMES PL STE 300", "city": "HOUSTON", "state": "TX", "zip": "77385", "phone": "7136299370"}, "mail-address": {"street1": "P.O. BOX 1745", "city": "HOUSTON", "state": "TX", "zip": "77251"}, "former-company": {"former-conformed-name": "KIRBY EXPLORATION CO INC", "date-changed": "19900510"}}
As filed with the Securities and Exchange Commission on  February
          6, 1995
                                                Registration No. 33-______ 
                                                                           

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                            
                                       FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                            
                                  KIRBY CORPORATION
                (Exact name of registrant as specified in its charter)

               Nevada    74-1884980
               (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)     Identification No.)

               1775 St. James Place, Suite 300
               Houston, Texas 77056
               (Address of principal executive offices)     (Zip Code)

                                                            
                1994 EMPLOYEE STOCK OPTION PLAN FOR KIRBY CORPORATION
          1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN FOR KIRBY CORPORATION
           1993 STOCK OPTION OF KIRBY CORPORATION FOR ROBERT G. STONE, JR.
                              (Full title of the plans)
                                                            

          George A. Peterkin, Jr.  Copy to:
               President Henry Gilchrist, Esq.
               Kirby Corporation   Jenkens & Gilchrist,
               1775 St. James Place, Suite 300    A            Professional
          Corporation
               Houston, Texas  77056    1445 Ross Avenue, Suite 3200
               (713) 629-9370 Dallas, Texas  75202
               (Name, address and telephone number
               including area code of agent for service)
CALCULATION OF REGISTRATION FEE

          Titles of     Amount To     Proposed     Proposed    Amount
          Class of      To Be         Maximum      Maximum     of
          Securities    Registered    Offering     Aggregate   Registration
          To Be         (1)           Price        Offering    Fee(3)
          Registered                  per          Price
                                      Share        (2)(3)                  
                                         (2)(3)

          Common Stock, 1,125,000     $21.375      $18,405,969 $6,347
          $0.10 par     Shares 
          value 
          per share

               (1)  The securities  to be  registered consist  of 1,000,000
          shares reserved for issuance under the 1994 Employee Stock Option
          Plan for Kirby Corporation,  100,000 shares reserved for issuance
          under  the 1994 Nonemployee Director  Stock Option Plan for Kirby
          Corporation  and 25,000  shares reserved  for issuance  under the
          1993  Stock  Option  of  Kirby Corporation  for  Robert  G. Stone
          (collectively, the "Plans").
               (2)  Estimated  solely for  the purpose  of calculating  the
          registration fee.
               (3)  Calculated   pursuant   to    Rule 457(c)   and    (h).
          Accordingly,  the price  per  share of  the common  stock offered
          hereunder pursuant to the Plan is based on (i)  911,500 shares of
          common  stock  reserved for  issuance  under the  Plans,  but not
          subject to outstanding  stock options,  at a price  per share  of
          $15.875, which is the  average of the highest and  lowest selling
          price per share of  common stock on the American  Stock Exchange,
          Inc. on January 31, 1995, and (ii) the following shares of common
          stock  reserved  for issuance  under  the  Plans and  subject  to
          options  already  granted thereunder  at  the  following exercise
          prices:

          Number of Shares
          of Common Stock                            Exercise Price
          Reserved for Issuance                        Per Share 

          10,500                                  $16.5625
          166,000                                 $18.3125
          25,000                                  $18.625
          12,000                                  $21.375
PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The  registrant hereby  incorporates  by  reference in  this
          registration  statement the following  documents previously filed
          by  the registrant  with the  Securities and  Exchange Commission
          (the "Commission"):

                    (1)  the  registrant's Annual Report on Form 10-K filed
               with  the Commission for the fiscal  year ended December 31,
               1993;

                    (2)  the  registrant's  Quarterly Reports  on Form 10-Q
               for the quarters ended  March 31, June 30 and  September 30,
               1994, filed with the Commission; 

                    (3)  the  registrant's Report on  Form 8-K,  filed with
               the Commission on December 9, 1994; and

                    (4)  the  description of  the common  stock, par  value
               $0.10 per share,  of the registrant (the "Common Stock") set
               forth  in  the  Registration  Statement on  Form 8-B,  dated
               October 14,  1976, including  any amendment or  report filed
               for the purpose of updating such description.

               All documents  filed by  the registrant with  the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
          to the date of this registration statement shall be  deemed to be
          incorporated herein by reference and to be a part hereof from the
          date  of the  filing of such  documents until such  time as there
          shall have  been filed a post-effective  amendment that indicates
          that  all  securities  offered  hereby  have  been  sold  or that
          deregisters all securities remaining  unsold at the time of  such
          amendment.

          Item 5.  Interests of Named Experts and Counsel.

               Certain  matters with respect to  the validity of the Common
          Stock to be  offered hereby will be passed on  for the Company by
          Jenkens  &   Gilchrist,  a   Professional  Corporation.     Henry
          Gilchrist,  the  Secretary  and   an  Advisory  Director  of  the
          registrant,  is   a  shareholder   of  Jenkens  &   Gilchrist,  a
          Professional Corporation.  As of  February 1, 1995, Mr. Gilchrist
          held options to purchase 3,000 shares of Common Stock.

          Item 6.  Indemnification of Directors and Officers.

                                         II-1
(a)  The  Restated Articles  of  Incorporation  of  the
               registrant provide for indemnification as follows:

               "TWELFTH: 1. The corporation  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,
               whether  civil,  criminal, administrative  or investigative,
               except an action by or in  the right of the corporation,  by
               reason of  the fact that he  is or was a  director, officer,
               employee or agent of  the corporation, or is or  was serving
               at the  request of the  corporation as a  director, officer,
               employee or agent of another corporation, partnership, joint
               venture,   trust  or  other  enterprise,  against  expenses,
               including attorneys' fees, judgments, fines and amounts paid
               in  settlement actually  and reasonably  incurred by  him in
               connection  with the action, suit  or proceeding if he acted
               in good faith and  in a manner which he  reasonably believed
               to be  in  or  not opposed  to  the best  interests  of  the
               corporation,  and, with  respect to  any criminal  action or
               proceeding, has  no reasonable cause to  believe his conduct
               was  unlawful.   The  termination  of  any action,  suit  or
               proceeding  by judgment,  order, settlement,  conviction, or
               upon  a plea of nolo contendere or its equivalent, does not,
               of  itself, create a presumption that the person did not act
               in good faith and  in a manner which he  reasonably believed
               to  be in  or  not  opposed to  the  best  interests of  the
               corporation, and  that, with respect to  any criminal action
               or proceeding,  he had reasonable cause to  believe that his
               conduct was unlawful.

                    2.   The corporation 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 or suit by or in the
               right  of the corporation to procure a judgment in its favor
               by reason of the fact that he is or was a director, officer,
               employee or agent of  the corporation, or is or  was serving
               at the request  of the corporation  as a director,  officer,
               employee or agent of another corporation, partnership, joint
               venture,   trust  or  other   enterprise  against  expenses,
               including  amounts  paid in  settlement and  attorneys' fees
               actually and  reasonably incurred by him  in connection with
               the defense or settlement of the  action or suit if he acted
               in good faith and  in a manner which he  reasonably believed
               to  be in  or  not opposed  to  the  best interests  of  the
               corporation.   Indemnification  shall  not be  made for  any
               claim, issue  or matter as to  which such a  person has been
               adjudged  by  a  court  of   competent  jurisdiction,  after
               exhaustion of  all appeals  therefrom, to  be liable  to the
               corporation  or  for  amounts  paid  in  settlement  to  the
               corporation  unless and only to the extent that the court in
               which  the  action or  suit was  brought  or other  court of
               competent jurisdiction determines  upon application that  in

                                         II-2
view of all  the circumstances  of the case,  the person  is
               fairly  and  reasonably  entitled  to  indemnity  for   such
               expenses as the court deems proper.

                    3.   To the extent  that a director, officer,  employee
               or  agent of a corporation has been successful on the merits
               or otherwise in  defense of any  action, suit or  proceeding
               referred to in  sections 1 and 2 of this Article Twelfth, or
               in defense of any claim, issue or matter therein, he must be
               indemnified by the  corporation against expenses,  including
               attorneys' fees, actually and  reasonably incurred by him in
               connection with the defense.

                    4.   Any indemnification under sections 1 and 2 of this
               Article  Twelfth,  unless ordered  by  a  court or  advanced
               pursuant  to section 5 of this Article Twelfth, must be made
               by the corporation  only as authorized in  the specific case
               upon a determination  that indemnification of  the director,
               officer, employee  or agent is proper  in the circumstances.
               The determination must be made:

                         (a)  By the stockholders;

                         (b)  By the board of directors by majority vote of
                    a quorum  consisting of directors who  were not parties
                    to the act, suit or proceeding;

                         (c)  If a majority vote  of a quorum consisting of
                    directors who  were not  parties to  the  act, suit  or
                    proceeding so orders, by independent legal counsel in a
                    written opinion; or

                         (d)  If a quorum consisting of  directors who were
                    not parties to  the act, suit  or proceeding cannot  be
                    obtained, by  independent  legal counsel  in a  written
                    opinion.

                    5.   The expenses of officers and directors incurred in
               defending  a civil  or criminal  action, suit  or proceeding
               must  be paid by the corporation as they are incurred and in
               advance  of the  final  disposition of  the action,  suit or
               proceeding upon receipt of an undertaking by or on behalf of
               the  director  or  officer to  repay  the  amount  if it  is
               ultimately determined  by a court  of competent jurisdiction
               that   he  is  not   entitled  to  be   indemnified  by  the
               corporation.    The provisions  of  this section  5  of this
               Article Twelfth do not  affect any rights to advancement  of
               expenses to which corporate  personnel other than  directors
               or officers may be entitled under  any contract or otherwise
               by law.

                                         II-3
6.   The  indemnification  and advancement  of expenses
               provided by this Article Twelfth:

                         (a)  Does not exclude any  other rights to which a
                    person  seeking  indemnification   or  advancement   of
                    expenses  may  be  entitled  under  these  articles  of
                    incorporation  or  any   bylaws,  agreement,  vote   of
                    stockholders or disinterested  directors or  otherwise,
                    for  either an action  in his  official capacity  or an
                    action in  another capacity  while holding  his office,
                    except  that indemnification, unless ordered by a court
                    pursuant to  section 2 of  this Article Twelfth  or for
                    the advancement of expenses of any director or officer,
                    if a  final adjudication  establishes that his  acts or
                    omissions  involved intentional misconduct,  fraud or a
                    knowing violation of  the law and  was material to  the
                    cause of action.

                         (b)  Continues for a person who has ceased to be a
                    director, officer, employee or  agent and inures to the
                    benefit  of the heirs,  executors and administrators of
                    such a person.

                    7.   The   corporation   may   purchase  and   maintain
               insurance or make other  financial arrangements on behalf of
               any  person who is or  was a director,  officer, employee or
               agent  of the  corporation,  or is  or  was serving  at  the
               request of the corporation  as a director, officer, employee
               or agent of another corporation, partnership, joint venture,
               trust or other enterprise for any liability asserted against
               him  and  liability  and expenses  incurred  by  him in  his
               capacity  as  a director,  officer,  employee  or agent,  or
               arising  out of  his  status as  such,  whether or  not  the
               corporation has the authority  to indemnify him against such
               liability and expenses.

                    8.   The  other  financial  arrangements  made  by  the
               corporation pursuant  to section  7 of this  Article Twelfth
               may include the following:

                         (a)   The creation of a trust fund.

                         (b)   The   establishment   of   a    program   of
                         self-insurance.

                         (c)  The   securing   of    its   obligation    of
                    indemnification  by  granting  a security  interest  or
                    other lien on any assets of the corporation.

                         (d)  The  establishment  of  a letter  of  credit,
                    guaranty or surety.

                                         II-4
No financial  arrangement made pursuant to  this section may
               provide  protection for  a  person adjudged  by  a court  of
               competent  jurisdiction,  after  exhaustion  of  all appeals
               therefrom, to be liable for intentional misconduct, fraud or
               a  knowing violation  of  law, except  with  respect to  the
               advancement  of  expenses  or indemnification  ordered  by a
               court.

                    9.   Any insurance or other financial  arrangement made
               on behalf of a  person pursuant to this Article  Twelfth may
               he provided  by the corporation or any other person approved
               by the  board of directors, even if all or part of the other
               person's  stock   or  other  securities  is   owned  by  the
               corporation.

                    10.  In the absence of fraud:

                         (a)  The decision of the  board of directors as to
                    the  propriety  of  the  terms and  conditions  of  any
                    insurance or other  financial arrangement made pursuant
                    to this Article Twelfth and the choice of the person to
                    provide  the insurance  or other  financial arrangement
                    shall be conclusive; and

                         (b)   The    insurance    or    other    financial
                    arrangement:

                              (1)  Is not void or voidable; and

                              (2)  Does not subject any  director approving
                         it to personal liability for his action, even if a
                         director   approving   the   insurance  or   other
                         financial  arrangement  is  a  beneficiary  of the
                         insurance or other financial arrangement."

               (b)  The registrant's  Bylaws  provide that  the  registrant
          shall indemnify each  and every present  and former director  and
          officer of the registrant, and each and every person who may have
          served  at the registrant's request  as a director  or officer of
          another  corporation  in  which  the registrant  owns  shares  of
          capital stock or of which the  registrant is a creditor (each  of
          which  other corporation is individually referred to herein as an
          "Other  Enterprise"), against  any  and  all expenses  (including
          attorneys'  fees) actually  and  necessarily incurred  by him  in
          connection  with the defense of any action, suit or proceeding in
          which he  was or is a party  by reason of being  or having been a
          director  or officer of the registrant or Other Enterprise to the
          fullest extent permitted  by law.  The  rights of indemnification
          provided  in the Bylaws  are in addition  to any  other rights to
          which  a person may otherwise be entitled by any other provisions
          of the registrant's Restated Articles of Incorporation,  statute,
          agreement, vote of stockholders or otherwise.

                                         II-5
The registrant's Bylaws further provide that the registrant
          shall indemnify officers and directors of the registrant, as well
          as  other  persons  who serve  as  agents  and  employees of  the
          registrant, to the extent set forth in the Restated Articles.

               Additionally,  the  registrant's  Bylaws  provide  that  the
          registrant may purchase  and maintain insurance on behalf of, and
          contractually  agree to  indemnify, any  person who  is or  was a
          director,  officer, employee or agent of the registrant, or is or
          was  serving  at the  request of  the  registrant as  a director,
          officer, employee or  agent of another  corporation, partnership,
          joint venture,  trust or  other enterprise against  any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his  status as such, whether or not the registrant
          would  have the  power to  indemnify  him against  such liability
          under the provisions of the Bylaws.

               (c)  The  registrant has  entered into agreements  with each
          Director, certain  key employees, including Brian   K. Harrington
          and G.  Stephen Holcomb, and certain directors of subsidiaries of
          the  registrant, that  provide  for the  indemnification of  such
          individuals for certain liabilities incurred in such capacity.

          Item 8.  Exhibits.

               (a)  Exhibits.

                         The  following documents  are filed  as a  part of
                    this registration statement.

               Exhibit        Description of Exhibit

               4.1  Restated Articles of Incorporation of Kirby Exploration
                    Company, Inc., as amended (incorporated by reference to
                    Exhibit 3.1 to  the registrant's Registration Statement
                    on Form S-3 (Reg. No. 33-30832))

               4.2  Certificate  of  Amendment   of  Restated  Articles  of
                    Incorporation  of  the   registrant  (incorporated   by
                    reference  to  Exhibit 3.2  to the  registrant's Annual
                    Report on  Form 10-K for  the year  ended December  31,
                    1991)

               4.3  Bylaws of  the registrant, as  amended (incorporated by
                    reference   to   Exhibit   3.2   to   the  registrant's
                    Registration Statement on Form S-3 (Reg. No. 33-30832))

               4.4  Amendment to  Bylaws of the registrant (incorporated by
                    reference to  Exhibit  3.4 to  the registrant's  Annual
                    Report on  Form 10-K for  the year  ended December  31,
                    1991)

                                         II-6
4.5* 1994 Employee Stock Option Plan for Kirby Corporation

               4.6* Form of Incentive Stock Option Agreement under the 1994
                    Employee Stock Option Plan for Kirby Corporation

               4.7* Form of Nonqualified Stock  Option Agreement under  the
                    1994 Employee Stock Option Plan for Kirby Corporation

               4.8* 1994 Nonemployee  Director Stock Option  Plan for Kirby
                    Corporation

               4.9* Form  of  Option Agreement  under the  1994 Nonemployee
                    Director Stock Option Plan for Kirby Corporation

               4.10*     Form   of   Option   Agreement   under   the  1994
                         Nonemployee Director Stock  Option Plan for  Kirby
                         Corporation

               4.11*     1993 Stock Option of Kirby  Corporation for Robert
                         G. Stone, Jr.

               5.1* Opinion   of    Jenkens &   Gilchrist, a   Professional
                    Corporation

               23.1*     Consent  of  Jenkens &  Gilchrist, a  Professional
                         Corporation  (included in  their opinion  filed as
                         Exhibit 5.1)

               23.2*     Consent of Deloitte & Touche LLP 

               23.3*     Consent of KPMG Peat Marwick LLP

          ___________________

          *    Filed herewith.

          Item 9.  Undertakings.

               A.   The undersigned registrant hereby undertakes:

                    (1)  to  file, during  any  period in  which offers  or
               sales  are being  made, a  post-effective amendment  to this
               registration statement  to include any  material information
               with  respect to  the  plan of  distribution not  previously
               disclosed  in  the registration  statement  or any  material
               change to such information in the registration statement;

                    (2)  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 therein, and the offering of such

                                         II-7
securities  at that time shall  be deemed to  be the initial
               bona fide offering thereof; and

                    (3)  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 registrant's annual report pursuant to section
          13(a)  or  section   15(d)  of  the  Exchange   Act  (and,  where
          applicable,  each filing  of  an employee  benefit plan's  annual
          report pursuant to  section 15(d)  of the Exchange  Act) that  is
          incorporated by reference in  the registration statement shall be
          deemed  to be  a   new  registration  statement relating  to  the
          securities offered  therein, 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  registrant  pursuant  to  the
          foregoing  provisions,  or  otherwise, the  registrant  has  been
          advised   that   in   the   opinion  of   the   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 registrant of expenses incurred  or paid
          by a director, officer or controlling person of the registrant 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  registrant
          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.

                                         II-8
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 the requirements for filing on Form S-8
          and has duly caused  this registration statement to be  signed on
          its behalf by  the undersigned, thereunto duly authorized, in the
          City of Houston, Texas, on February 3, 1995:

                                             KIRBY CORPORATION

                                             By:  /s/  George A.  Peterkin,
                              Jr.                                          
                                                  George A. Peterkin, Jr.,
                                                  President

                                  POWER OF ATTORNEY

               KNOW ALL MEN  BY THESE PRESENTS, that each  individual whose
          signature  appears  below  constitutes  and  appoints  George  A.
          Peterkin, Jr.,  his true  and lawful attorney-in-fact  and agents
          with full power of substitution  and resubstitution, for him  and
          in his name, place and stead, in any and all  capacities, to sign
          any and  all amendments (including post-effective  amendments) to
          this  registration  statement, and  to  file  the same  with  all
          exhibits,  thereto, and  all documents  in connection  therewith,
          with the  Securities and Exchange Commission,  granting unto said
          attorneys-in-fact  and agents, and  each of them,  full power and
          authority  to do  and  perform  each  and  every  act  and  thing
          requisite and  necessary to be done in and about the premises, as
          fully to  all intents and  purposes as  he might or  could do  in
          person,   hereby  ratifying   and   confirming  all   that   said
          attorneys-in-fact and agents or  either of them, or their  or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant  to the  requirements of  the Securities  Act, this
          registration statement  has been signed by  the following persons
          in the capacities and on the dates indicated.

          Signature                Capacity                           Date
          /s/ Robert G. Stone, Jr.                                         
          Robert G. Stone, Jr.     Chairman of the Board of Directors
          February 3, 1995
          /s/ George A. Peterkin, Jr.                                      
          George A. Peterkin, Jr.  President and Director
          (Principal Executive Officer)      February 3, 1995
          /s/ J. H. Pyne
J. H. Pyne               Executive Vice President and Director
          February 3, 1995
          /s/ Brian K. Harrington                                          
          Brian K. Harrington      Senior  Vice  President,  Treasurer  and
          Assistant Secretary (Principal Financial Officer)
          February 3, 1995
          /s/ G. Stephen Holcomb                                           
          G. Stephen Holcomb       Vice  President,  Controller,  Assistant
          Secretary and Assistant Treasurer (Principal Accounting Officer)
          February 3, 1995
          /s/ George F. Clements, Jr.                                      
          George F. Clements, Jr.  Director       February 3, 1995
          /s/ J. Peter Kleifgen                                            
          J. Peter Kleifgen        Director       February 3, 1995
          /s/ William M. Lamont, Jr.                                       
          William M. Lamont, Jr.        Director       February 3, 1995
          /s/ C. W. Murchison, III                                         
          C. W. Murchison, III          Director       February 3, 1995
          /s/ J. Virgil Waggoner                                           
          J. Virgil Waggoner       Director       February 3, 1995
EXHIBIT INDEX

          Exhibit
          Number    Document Description     Sequential     Page Number

          4.5  1994 Employee Stock Option Plan for Kirby Corporation
          4.6  Form  of Incentive  Stock  Option Agreement  under the  1994
               Employee Stock Option Plan for Kirby Corporation
          4.7  Form of  Nonqualified Stock Option Agreement  under the 1994
               Employee Stock Option Plan for Kirby Corporation
          4.8  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
               Corporation
          4.9  Form of Option Agreement under the 1994 Nonemployee Director
               Stock Option Plan for Kirby Corporation
          4.10 Form of Option Agreement under the 1994 Nonemployee Director
               Stock Option Plan for Kirby Corporation
          4.11 1993 Stock Option of Kirby Corporation  for Robert G. Stone,
               Jr.
          5.1  Opinion of  Jenkens & Gilchrist, a  Professional Corporation

          23.1 Consent of Jenkens &  Gilchrist, a Professional  Corporation
               (included in their opinion filed as Exhibit 5.1)
          23.2 Consent of Deloitte & Touche LLP
          23.3 Consent of KPMG Peat Marwick LLP
EXHIBIT 4.5
1994 EMPLOYEE STOCK OPTION PLAN
                                         FOR
                                  KIRBY CORPORATION

               Section 1.     Purpose.   The purpose  of this 1994 Employee
          Stock  Option  Plan  for  Kirby Corporation  is  to  advance  the
          interests  of  Kirby  Corporation,  a  Nevada  corporation   (the
          "Company"), by  providing an additional incentive  to attract and
          retain qualified  and competent employees for the Company and its
          subsidiaries, upon whose efforts and  judgment the success of the
          Company is largely dependent,  through the encouragement of stock
          ownership in the Company by such persons.

               Section 2.     Definitions.  As  used herein, the  following
          terms shall have the meaning indicated:

                    (a)  "Act" shall mean  the Securities  Exchange Act  of
               1934, as amended.

                    (b)  "Board" shall  mean the Board of  Directors of the
               Company.

                    (c)  "Business Day" shall mean  (i) if the Shares trade
               on a national  exchange, any day that  the national exchange
               on which the Shares trade  is open or (ii) if the  Shares do
               not trade on  a national exchange,  any day that  commercial
               banks in the City of New York are open.

                    (d)  "Commission"   shall   mean  the   Securities  and
               Exchange Commission.

                    (e)  "Committee" shall mean the  Compensation Committee
               of  the Board or other  committee, if any,  appointed by the
               Board pursuant to Section 14 hereof.

                    (f)  "Company" shall  mean Kirby Corporation,  a Nevada
               corporation.

                    (g)  "Date  of Grant" shall mean the  date on which the
               Committee takes  formal  action to  grant  an Option  to  an
               Eligible  Person,  provided  it  is  followed,  as  soon  as
               reasonably  possible,  by  written  notice  to  the Eligible
               Person of the grant.

                    (h)  "Director" shall mean a member of the Board.

                    (i)  "Disinterested Person" shall mean a person who, at
               the time he or she acts on the granting of any Option is not
               eligible, and  within one  year prior thereto  has not  been
               eligible,  to   receive  Shares,  stock  options   or  stock
               appreciation rights  under (i) this  Plan or (ii)  any other
               plan  of the  Company  or any  of  its affiliates  in  which
administrators  of  such  plan use  discretion  in  granting
               stock, stock options, stock appreciation rights or any other
               rights  to such person.  Persons who are eligible to receive
               stock options under the  1989 Director Stock Option  Plan of
               Kirby Exploration  Company, Inc. or the  1994 Director Stock
               Option Plan  of Kirby Corporation, are deemed "Disinterested
               Persons" for purposes of this Plan.

                    (j)  "Eligible Person(s)" shall mean those  persons who
               are  Employees or members of  the Board of  Directors of any
               Subsidiary, but excluding Directors who are not Employees.

                    (k)  "Employee(s)"  shall  mean those  persons  who are
               employees  of  the  Company  or  who  are  employees of  any
               Subsidiary.

                    (l)  "Fair Market Value" shall mean:

                           (i)     If  Shares  are  listed  on  a  national
                         securities exchange at the date of determining the
                         Fair Market Value,

                                   (A)  The mean of the high and low  sales
                              price  on  such  exchange   on  the  date  of
                              reference  as  reported in  any  newspaper of
                              general circulation, or

                                   (B)   If  the  Shares  shall   not  have
                              traded  on such  exchange on  such date,  the
                              mean of the high and  low sales price on such
                              exchange  on the  next day  prior thereto  on
                              which the Shares  were so traded  as reported
                              in any newspaper of general circulation; or

                          (ii)     If  Shares   shall  not  be   listed  as
                         provided in Subsection 2(l)(i), a value determined
                         by any fair and reasonable means prescribed by the
                         Committee.

                    (m)  "Incentive Stock Option" shall mean an option that
               is  an incentive stock option  as defined in  Section 422 of
               the Internal Revenue Code.

                    (n)  "Internal Revenue  Code" or "Code"  shall mean the
               Internal Revenue Code of  1986, as it  now exists or may  be
               amended from time to time.

                    (o)  "Nonqualified Stock Option" or "Nonincentive Stock
               Option"  shall mean an option that is not an incentive stock
               option as  defined in Section  422 of  the Internal  Revenue
               Code.

                    (p)  "Option" (when capitalized)  shall mean any option
               granted under this Plan.
(q)  "Optionee" shall  mean a person to  whom an Option
               is granted or  any successor  to the rights  of such  Option
               under this Plan by reason of the death of such person.

                    (r)  "Plan" shall mean this 1994  Employee Stock Option
               Plan for Kirby Corporation.

                    (s)  "Share(s)"  shall mean  a share  or shares  of the
               common stock , par value ten cents ($0.10) per share, of the
               Company.

                    (t)  "Subsidiary"  shall  mean  any corporation  (other
               than  the Company)  in  any unbroken  chain of  corporations
               beginning with the Company  if, at the time of  the granting
               of  the Option, each of the corporations other than the last
               corporation in the unbroken  chain owns stock possessing 50%
               or more of the total combined voting power of all classes of
               stock in one of the other corporations in such chain.

               Section 3.     Shares and Options.

               (a)  The Company may grant to Eligible Persons  from time to
          time  Options to  purchase  an aggregate  of  up to  one  million
          (1,000,000)  Shares from Shares held in the Company's treasury or
          from authorized and unissued Shares.  If any Option granted under
          the Plan shall  terminate, expire, or be  canceled or surrendered
          as  to any Shares, new Options may thereafter be granted covering
          such  Shares.   An Option  granted hereunder  shall be  either an
          Incentive  Stock  Option  or   a  Nonqualified  Stock  Option  as
          determined by the Committee at the  Date of Grant of such  Option
          and shall clearly state  whether it is an Incentive  Stock Option
          or a Nonqualified Stock Option.  Incentive Stock Options may only
          be  granted to  persons  who are  employees of  the Company  or a
          Subsidiary.

               (b)  The aggregate Fair Market Value (determined at the Date
          of  Grant of the Option) of the  Shares with respect to which any
          Incentive  Stock Option is exercisable  for the first  time by an
          Optionee during any  calendar year  under the Plan  and all  such
          plans of the Company and any parent and subsidiary of the Company
          (as  defined in  Section  425  of  the  Code)  shall  not  exceed
          $100,000.

               Section 4.     Conditions for Grant of Options.

               (a)  Each Option  shall be evidenced by an  option agreement
          that  may contain any term  deemed necessary or  desirable by the
          Committee,  provided such  terms are  not inconsistent  with this
          Plan or any  applicable law.   Optionees shall  be those  persons
          selected  by the Committee from Eligible Persons.  Any person who
          files   with  the  Committee,  in  a  form  satisfactory  to  the
          Committee, a written  waiver of eligibility to receive any Option

                                        II-15
under this Plan shall not be eligible to receive any Option under
          this Plan for the duration of such waiver.

               (b)  In  granting  Options, the  Committee  shall take  into
          consideration the contribution the person has made or may make to
          the success of  the Company  or its Subsidiaries  and such  other
          factors as the  Committee shall determine.   The Committee  shall
          also   have   the  authority   to   consult   with  and   receive
          recommendations from officers and  other personnel of the Company
          and its Subsidiaries with regard to these matters.  The Committee
          may  from time  to  time  in  granting  Options  under  the  Plan
          prescribe such other terms and conditions concerning such Options
          as it  deems appropriate, including, without limitation, relating
          an Option  to achievement of  specific goals  established by  the
          Committee or  the  continued employment  of  the Optionee  for  a
          specified period of time, provided that such terms and conditions
          are  not  more favorable  to  an  Optionee than  those  expressly
          permitted herein.

               (c)  The Committee in its sole discretion shall determine in
          each case whether periods of military or government service shall
          constitute a continuation of employment for  the purposes of this
          Plan or any Option.

               Section 5.     Exercise Price.  The exercise price per Share
          of any Option  shall be  any price determined  by the  Committee;
          provided,  however, that  the  exercise price  for any  Incentive
          Stock Option shall not be less than one hundred percent (100%) of
          the Fair Market Value per Share on the Date of Grant.

               Section 6.     Exercise  of Options.    An  Option shall  be
          deemed exercised when (i) the Company has received written notice
          of such exercise in accordance with the terms of the Option, (ii)
          full payment of the aggregate exercise price of the Shares as  to
          which  the  Option   is  exercised  has  been   made,  and  (iii)
          arrangements that are satisfactory to  the Committee in its  sole
          discretion  have  been made  for  the Optionee's  payment  to the
          Company of the amount,  if any, that the Committee  determines to
          be necessary for the Company or Subsidiary employing the Optionee
          to withhold in accordance with applicable federal or state income
          tax  withholding requirements.    Unless further  limited by  the
          Committee in  any  Option,  the  Exercise  price  of  any  Shares
          purchased shall be paid solely in cash, by certified or cashier's
          check,  by  money order,  with Shares  (but  with Shares  only if
          permitted  by an Option  agreement or otherwise  permitted by the
          Committee in its sole discretion at the time of exercise) or by a
          combination of  the above; provided, however,  that the Committee
          in its  sole discretion may  accept a  personal check in  full or
          partial payment of any Shares.  If the exercise price  is paid in
          whole or in part with Shares, the value of the Shares surrendered
          shall  be their  Fair Market  Value on the  date received  by the
          Company.

               Section 7.     Exercisability of Options.
(a)  Any Option shall become exercisable in such amounts and
          at such intervals as  the Committee shall provide in  any Option,
          except  as otherwise provided in this Section 7; provided in each
          case that the Option has not expired on the date of exercise.

               (b)  The expiration date of an Option shall be determined by
          the  Committee at  the Date of  Grant, but  in no  event shall an
          Option be exercisable after the expiration of ten (10) years from
          the Date of Grant.

               (c)  An Option  shall not be  exercisable prior to  the six-
          month anniversary of its Date of Grant.

               (d)  The Committee may in its sole discretion accelerate the
          date on which any Option may be exercised.

               (e)  On the  date thirty (30)  days prior to  any occurrence
          described in Subsections (7)(e)(i), (ii) or (iii), but only where
          such anticipated occurrence actually takes place, notwithstanding
          the exercise schedule in an Option, each Option shall immediately
          become exercisable  in full  where there  (i) is  any transaction
          (which shall include a series of transactions occurring within 60
          days or occurring pursuant  to a plan)  that has the result  that
          shareholders of  the Company immediately before  such transaction
          cease to own at least 51% of  (x) the voting stock of the Company
          or (y) of  any entity that results from the  participation of the
          Company  in a reorganization,  consolidation, merger, liquidation
          or any other  form of  corporate transaction; (ii)  is a  merger,
          consolidation,  reorganization,  liquidation  or  dissolution  in
          which  the  Company does  not survive;  (iii)  is a  sale, lease,
          exchange or other  disposition of  all or  substantially all  the
          property and assets of the Company.

               (f)  Notwithstanding  any provisions hereof to the contrary,
          if  any Option is accelerated  under Subsection 7(d)  or (e), the
          portion  of such Option that  may be exercised  to acquire Shares
          that the Optionee  would not be entitled to acquire  but for such
          acceleration  (the "Acceleration  Shares"),  is  limited to  that
          number  of  Acceleration  Shares  that can  be  acquired  without
          causing the Optionee  to have  an "excess  parachute payment"  as
          determined  under  Section 280G  of  the  Internal Revenue  Code,
          determined  by   taking  into  account  all   of  the  Optionee's
          "parachute payments"  determined under Section 280G  of the Code.
          If as  a result of  this Subsection  7(f), the  Optionee may  not
          acquire  all of  the Acceleration  Shares, then  the Acceleration
          Shares that the  Optionee may  acquire shall be  the last  shares
          that  the Optionee would have  been entitled to  acquire had this
          Option not been accelerated.

               Section 8.     Termination of Option Period.

                                        II-17
(a)     Unless  otherwise   provided  in  any   Option,  the
          unexercised portion of an  Option shall automatically and without
          notice terminate  and become  null and  void at  the time of  the
          earliest to occur of the following:

                      (i)     thirty (30) days after the date that Optionee
               ceases  to  be employed  by  the  Company  or  a  Subsidiary
               regardless  of the reason therefor other than as a result of
               such termination  by  reason of  (x)  death, (y)  mental  or
               physical disability  of Optionee as determined  by a medical
               doctor satisfactory  to the Committee or  (z) termination of
               Optionee's employment  with the Company or  a Subsidiary for
               cause;

                     (ii)     one  (1) year  after  the date  on which  the
               Optionee  suffers   a  mental  or   physical  disability  as
               determined  by   a  medical   doctor  satisfactory   to  the
               Committee;

                    (iii)     (y) one (1) year after the date that Optionee
               ceases to be employed  by the Company by reason of  death of
               the Optionee, or (z) six (6) months after the  date on which
               the Optionee shall die, if the Optionee's death  shall occur
               during the thirty-day period described in Subsection 8(a)(i)
               or the one-year period described in Subsection 8(a)(ii);

                     (iv)     the date  that Optionee ceases to be employed
               by the Company or a Subsidiary as a result of  a termination
               for cause;

                      (v)     with respect to Options  held by a person who
               is a member of the Board of Directors of a Subsidiary who is
               not also an Employee,  thirty (30) days after the  date that
               Optionee ceases to be  a member of such Board  of Directors;
               and

                     (vi)     the tenth  (10th) anniversary of  the Date of
               Grant of the Option.

               (b)  If provided in  an Option,  the Committee  in its  sole
          discretion  may,   by  giving  written  notice  (a  "Cancellation
          Notice") cancel, effective  upon the date of the  consummation of
          any  of the transactions described in Subsection 7(e), all or any
          portion of  such Option  that remains  unexercised on  such date.
          Such  Cancellation Notice shall  be given a  reasonable period of
          time (but  not less than 15  days) prior to the  proposed date of
          such  cancellation,  and  may be  given  either  before  or after
          shareholder approval of such transaction.

               Section 9.     Adjustment of Shares.

               (a)   If  at  any  time  while  the Plan  is  in  effect  or
          unexercised Options are outstanding,  there shall be any increase
          or  decrease  in  the  number of  issued  and  outstanding Shares
through  the declaration  of  a  stock  dividend or  through  any
          recapitalization resulting  in a stock  split-up, combination  or
          exchange of Shares, then and in such event.

                      (i)     appropriate adjustment  shall be made  in the
               maximum  number of  Shares  then subject  to being  optioned
               under the Plan, so that the same proportion of the Company's
               issued and  outstanding Shares shall continue  to be subject
               to being so optioned; and

                     (ii)     appropriate adjustment  shall be made  in the
               number of  Shares and the  exercise price per  Share thereof
               then  subject  to  outstanding  Options, so  that  the  same
               proportion  of the Company's  issued and  outstanding Shares
               shall  remain  subject to  purchase  at  the same  aggregate
               exercise price.

               (b)  The   Committee  may   change  the  terms   of  Options
          outstanding under  this Plan, with respect to  the exercise price
          or the number of Shares subject to the Options, or both, when, in
          the   Committee's  sole   discretion,  such   adjustments  become
          appropriate by reason of any corporation transaction.

               (c)  Except  as  otherwise  expressly  provided  herein, the
          issuance by the  Company of  shares of its  capital stock of  any
          class, or securities convertible into  shares of capital stock of
          any  class, either  in connection  with direct  sale or  upon the
          exercise  of rights  or warrants to  subscribe therefor,  or upon
          conversion of  shares or  obligations of the  Company convertible
          into  such shares or other  securities, shall not  affect, and no
          adjustment  by reason thereof shall  be made with  respect to the
          number  of Shares  reserved for  issuance under  the Plan  or the
          number of or exercise price of Shares then subject to outstanding
          Options granted under the Plan.

               (d)  Without limiting  the generality of the  foregoing, the
          existence of outstanding Options granted under the Plan shall not
          affect in any  manner the right or power of  the Company to make,
          authorize   or   consummate   (1)   any   or   all   adjustments,
          recapitalizations,   reorganizations  or  other  changes  in  the
          Company's capital  structure or its  business; (2) any  merger or
          consolidation of the  Company; (3)  any issue by  the Company  of
          debt securities, or preferred or preference stock that would rank
          above  the  Shares  subject   to  outstanding  Options;  (4)  the
          dissolution or liquidation of the Company; (5) any sale, transfer
          or assignment of all or any part of the assets or business of the
          Company; or (6) any other corporate act or proceeding, whether of
          a similar character or otherwise.

               Section 10.    Transferability  of  Options.    Each  Option
          shall  provide that such Option shall not be transferrable by the
          Optionee  otherwise than  by  will or  the  laws of  descent  and

                                        II-19
distribution and that  so long  as an Optionee  lives, only  such
          Optionee or his guardian  or legal representative shall have  the
          right to exercise such Option.

               Section 11.    Issuance of  Shares.  No person  shall be, or
          have any of  the rights or  privileges of, a  stockholder of  the
          Company  with respect to any  of the Shares  subject to an Option
          unless and until certificates representing such Shares shall have
          been issued  and delivered to such person.  As a condition of any
          transfer of the certificate for Shares, the Committee may  obtain
          such agreements or undertakings, if any, as it may deem necessary
          or advisable to assure compliance with any provision of the Plan,
          the  agreement  evidencing the  Option or  any law  or regulation
          including, but not limited to, the following:

                      (i)     A  representation,  warranty or  agreement by
               the  Optionee to  the  Company at  the  time any  Option  is
               exercised  that  he or  she is  acquiring  the Shares  to be
               issued to him or her for investment and not with  a view to,
               or for sale in connection with, the distribution of any such
               Shares; and

                     (ii)     A representation, warranty or agreement to be
               bound  by  any  legends that  are,  in  the  opinion of  the
               Committee, necessary  or  appropriate  to  comply  with  the
               provisions of any securities laws deemed by the Committee to
               be applicable to the issuance of the Shares and are endorsed
               upon the Share certificates.

               Section 12.    Options for 10% Shareholder.  Notwithstanding
          any  other provisions of the  Plan to the  contrary, an Incentive
          Stock Option shall not  be granted to any person  owning directly
          (or indirectly  through attribution  under Section 425(d)  of the
          Code) at the Date of Grant, stock possessing more than 10% of the
          total  combined voting  power  of all  classes  of stock  of  the
          Company  (or of its parent  or subsidiary [as  defined in Section
          425 of  the Internal Revenue Code]  at the Date of  Grant) unless
          the exercise price  of such  Incentive Stock Option  is at  least
          110% of  the Fair  Market  Value of  the Shares  subject to  such
          Incentive  Stock  Option on  the Date  of  Grant, and  the period
          during which the Incentive Stock Option may be exercised does not
          exceed five (5) years from the Date of Grant.

               Section 13.    Nonqualified  Stock  Options.    Nonqualified
          Stock  Options may be granted  hereunder and shall  be subject to
          all   terms  and   provisions  hereof   except  that   each  such
          Nonqualified  Stock Option  (i) must  be clearly designated  as a
          Nonqualified  Stock Option;  (ii) may  be granted  for Shares  in
          excess of the limits  contained in Subsection 3(b) of  this Plan;
          and (iii)  shall not be subject  to Section 12 of this  Plan.  If
          both Incentive  Stock Options and Nonqualified  Stock Options are
          granted to an Optionee, the right to exercise, to the full extent
          thereof,  Options of either type shall not be contingent in whole
          or in part upon the exercise of,  or failure to exercise, Options
of  the other  type.   Persons who  are members  of the  Board of
          Directors of a Subsidiary  who are not also Employees  shall only
          be eligible to receive Nonqualified Stock Options.

               Section 14.    Administration of the Plan.

               (a)   The  Plan shall  be administered  by  the Compensation
          Committee of the board or other committee thereof as appointed by
          the Board (herein called the "Committee") consisting  of not less
          than three (3) members of the Board all of whom are Disinterested
          Persons.  Any member of the Committee may be removed at any time,
          with or without cause, by resolution of the Board and any vacancy
          occurring in the  membership of  the Committee may  be filled  by
          appointment by the Board.

               (b)  The  Committee, from time to  time, may adopt rules and
          regulations  for  carrying out  the purposes  of  the Plan.   The
          determinations and  the interpretation  and  construction of  any
          provision  of  the  Plan by  the  Committee  shall  be final  and
          conclusive.

               (c)  Any  and   all  decisions  or  determinations   of  the
          Committee shall  be made  either (i) by  a majority  vote of  the
          members of the Committee at  a meeting or (ii) without  a meeting
          by  the written  approval of  a majority  of the  members  of the
          Committee.

               (d)  Subject  to the  express provisions  of this  Plan, the
          Committee shall  have the  authority, in  its  sole and  absolute
          discretion (i)  to adopt,  amend, and rescind  administrative and
          interpretive rules and regulations  relating to this Plan  or any
          Option; (ii) to  construe the terms of  this Plan or any  Option;
          (iii) as provided in Subsection 9(a), upon certain events to make
          appropriate  adjustments  to the  exercise  price  and number  of
          Shares subject  to this  Plan and  Option; and (iv)  to make  all
          other  determinations and  perform  all other  acts necessary  or
          advisable for  administering this Plan,  including the delegation
          of such  ministerial acts  and responsibilities as  the Committee
          deems  appropriate.   The  Committee may  correct  any defect  or
          supply any omission or  reconcile any inconsistency in  this Plan
          or  any Option  in the  manner and  to the  extent it  shall deem
          expedient to carry it into  effect, and it shall be the  sole and
          final  judge of such expediency.   The Committee  shall have full
          discretion to make all determinations  on the matters referred to
          in this Subsection 14(d), and such determinations shall be final,
          binding and conclusive.

               Section 15.    Government Regulations.

               This Plan,  Options and the  obligations of  the Company  to
          sell  and deliver Shares under  any Options, shall  be subject to
          all applicable laws, rules and regulations, and to such approvals
          by any governmental agencies  or national securities exchanges as
          may be required.
Section 16.    Miscellaneous.

               (a)  The proceeds received  by the Company from  the sale of
          Shares  pursuant to an Option shall be used for general corporate
          purposes.

               (b)  The  grant of  an Option  shall be  in addition  to any
          other compensation  paid to  the Optionee  or other  stock option
          plans of the Company or other benefits with respect to Optionee's
          position with the Company  or its Subsidiaries.  The grant  of an
          Option shall not confer  upon the Optionee the right  to continue
          as an  Employee, or interfere in  any way with the  rights of the
          Company to terminate his or her status as an Employee.

               (c)  Neither  the members of the Board nor any member of the
          Committee shall be liable for any act, omission, or determination
          taken or  made in  good faith  with respect to  this Plan  or any
          Option,  and members  of the  Board and  the Committee  shall, in
          addition   to   all   other   rights   of   indemnification   and
          reimbursement, be  entitled to indemnification  and reimbursement
          by the Company in respect of any  claim, loss, damage, or expense
          (including  attorneys'  fees, the  costs  of  settling any  suit,
          provided such settlement is approved by independent legal counsel
          selected  by the Company, and  amounts paid in  satisfaction of a
          judgment,  except a  judgment based  on a  finding of  bad faith)
          arising from such  claim, loss,  damage, or expense  to the  full
          extent  permitted by law  and under any  directors' and officers'
          liability  or similar  insurance coverage that  may from  time to
          time be in effect.

               (d)  Any issuance or transfer  of Shares to an  Optionee, or
          to his  legal representative,  heir, legatee, or  distributee, in
          accordance with  the provisions  of this Plan  or the  applicable
          Option,  shall, to the extent thereof, be in full satisfaction of
          all  claims of  such persons under  the Plan.   The Committee may
          require  any Optionee,  legal  representative,  heir, legatee  or
          distributee as a condition precedent to such payment or  issuance
          or transfer of Shares, to execute a release  and receipt for such
          payment  or issuance  or transfer of  Shares in  such form  as it
          shall determine.

               (e)  Neither the Committee nor the Company guarantees Shares
          from loss or depreciation.

               (f)  All   expenses   incident   to    the   administration,
          termination, or protection of this Plan or any Option, including,
          but  not limited to, legal and accounting  fees, shall be paid by
          the Company; provided,  however, the Company may  recover any and
          all  damages, fees, expenses and costs arising out of any actions
          taken by the Company to enforce its rights under this Plan or any
          Option.

                                        II-22
(g)  Records  of the  Company  shall be  conclusive for  all
          purposes  under this Plan or any Option, unless determined by the
          Committee to be incorrect.

               (h)  The  Company   shall,  upon   request  or  as   may  be
          specifically required under  this Plan or any Option,  furnish or
          cause to  be furnished  all of  the information or  documentation
          that is necessary  or required  by the Committee  to perform  its
          duties and functions under this Plan or any Option.

               (i)  The Company assumes no liability to any Optionee or his
          legal representatives, heirs,  legatees or  distributees for  any
          act of, or failure to act on the part of, the Committee.

               (j)  Any  action required  of  the Company  relating or  the
          Committee  to this Plan  or any Option shall  be by resolution of
          its  Board, the  Committee or by  a person  authorized to  act by
          resolution of the Board or the Committee.

               (k)  If any provision of this Plan  or any Option is held to
          be  illegal  or  invalid  for   any  reason,  the  illegality  or
          invalidity shall not affect the remaining provisions of this Plan
          or any Option, but  such provision shall be fully  severable, and
          the Plan  or  Option,  as  applicable,  shall  be  construed  and
          enforced  as if the illegal  or invalid provision  had never been
          included in the Plan or Option, as applicable.

               (l)  Whenever any notice is required or permitted under this
          Plan,  such notice must be in writing and personally delivered or
          sent  by mail  or  delivery by  a  nationally recognized  courier
          service.   Any notice required or permitted to be delivered under
          this Option shall be deemed to  be delivered on the date on which
          it  is  personally delivered,  or,  if  mailed, whether  actually
          received or not, on the third Business Day after it is  deposited
          in  the  United States  mail,  certified  or registered,  postage
          prepaid, addressed  to the  person who  is to  receive it at  the
          address  that such  person  has previously  specified by  written
          notice delivered  in accordance with this Subsection 16(l) or, if
          by courier, seventy-two (72) hours after it is sent, addressed as
          described  in this Subsection 16(l).  The Company or the Optionee
          may change, at any time and  from time to time, by written notice
          to the other, the address that  it or he had previously specified
          for receiving  notices.   Until changed  in accordance with  this
          Option, the Company and the Optionee shall specify as its and his
          address for  receiving  notices the  address  set forth  in  this
          Option pertaining to the Shares to which such notice relates.

               (m)  Any person entitled to notice under this Plan may waive
          such notice.

               (n)  This  Option shall  be binding  upon the  Optionee, his
          legal representatives, heirs, legatees  and distributees upon the
          Company, its  successors, and  assigns, and  upon the  Board, the
          Committee and its successors.
(o)  The titles  and headings  of Sections are  included for
          convenience of reference  only and  are not to  be considered  in
          construction of this Plan's provisions.

               (p)  All questions arising with respect to the provisions of
          this Plan  shall be determined by application  of the laws of the
          State of  Texas except to  the extent Texas  law is preempted  by
          federal law or  Nevada corporate  law that is  controlling.   The
          obligation of the Company  to sell and deliver Shares  under this
          Plan is subject  to applicable laws  and to  the approval of  any
          governmental   authority   required   in  connection   with   the
          authorization, issuance, sale, or delivery of such Shares.

               (q)  Words used in the masculine shall apply to the feminine
          where  applicable,  and  wherever  the  context  of  this  Option
          dictates,  the plural  shall  be read  as  the singular  and  the
          singular as the plural.

               Section 17.    Amendment  and  Discontinuation of  the Plan.
          The Committee may from time to time amend the Plan or any Option;
          provided, however, that except to  the extent provided in Section
          9  no such amendment may, without approval by the stockholders of
          the  Company, (a)  increase  the number  of  Shares reserved  for
          Options  or change  the class  of  employees eligible  to receive
          Options, (b) permit  the granting of  Options that expire  beyond
          the maximum 10-year  period described in Subsection  7(b), or (c)
          extend the termination date of  the Plan as set forth in  Section
          18;  and provided, further, that except to the extent provided in
          Section  8 no amendment or  suspension of the  Plan or any Option
          issued hereunder  shall, except as specifically  permitted in any
          Option, substantially impair any Option previously granted to any
          Optionee without the consent of such Optionee.

               Section 18.    Effective  Date  and Termination  Date.   The
          effective date of the Plan is  the date set forth below, on which
          the date the Board  adopted this Plan; provided, however,  if the
          Plan  is not approved by  the stockholders of  the Company within
          twelve  (12) months after the effective date then, in such event,
          the Plan and  all Options granted  pursuant to the Plan  shall be
          null and void.  The Plan shall terminate on the tenth anniversary
          of the effective date.

          ADOPTED BY THE BOARD:              January 18, 1994
          EFFECTIVE DATE:                    January 18, 1994
          RATIFIED BY THE STOCKHOLDERS: April 19, 1994

               Executed to evidence the 1994 Employee  Stock Option Plan of
          Kirby Corporation  adopted by the  Board on January 18,  1994 and
          the Stockholders on April 19, 1994.

                                        II-24
KIRBY CORPORATION

                                             By:  /s/ G. Stephen Holcomb   
                                                  G. Stephen Holcomb, 
                                                            Assistant
          Secretary
EXHIBIT 4.6
INCENTIVE STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                           1994 EMPLOYEE STOCK OPTION PLAN

               An Incentive Stock Option (the "Option") for a total of 

                                                                           
                shares

          of Common Stock,  par value  $0.10 per share  ("Common Stock"  or
          "Share(s)")  of  Kirby  Corporation  (the  "Company"), is  hereby
          granted to 

                                                                           
               

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the 1994 Employee  Stock Option Plan  for Kirby Corporation  (the
          "Plan"), which is incorporated herein by reference.

               19.  Option Price.  The option price is $__________ for each
          share, being  ____% of the Fair  Market Value (as defined  in the
          Plan) of  the Common Stock on  the Date of Grant  of this Option.
          [If  the Optionee,  as of the  Date of  Grant, owns  directly (or
          indirectly  through  attribution  under  Section  425(d)  of  the
          Internal Revenue  Code of  1986, as  amended, herein  the "Code")
          stock possessing more than 10% of the total combined voting power
          of  all classes  of stock  of the  Company (or  of its  parent or
          subsidiary [as defined in Section 425 of the Code] at the Date of
          Grant) the option price shall be at least 110% of the Fair Market
          Value of the Common Stock on the Date of Grant.]

               20.  Exercise   of   Option.  This  Option   shall   not  be
          exercisable  prior to  the six-month  anniversary of the  Date of
          Grant  of  the  Option  and   thereafter  this  Option  shall  be
          exercisable in whole or in part in accordance with the provisions
          of the Plan as follows:

                    (i)  Schedule of Rights to Exercise.

                         (a)             shares after            .
                         (b)             shares after            .
                         (c)             shares after            .
                         (d)             shares after            .

          or on such  earlier date as  this Option may  vest in  accordance
          with Section 7(e) of  the Plan, but subject always  to the limits
          set forth in Section 7(f) of the Plan.
(ii) Method   of   Exercise.  This   Option  shall   be
          exercisable by  a written notice  delivered to the  Company which
          shall:

                         (a)  state the election to exercise the Option and
          the number  of shares in respect of  which it is being exercised;
          and

                         (b)  be signed  by the person  or persons entitled
          to exercise the Option  and, if the Option is being  exercised by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                    (iii)     Payment.  The  exercise  price of  any Shares
          purchased shall be paid solely in cash, by certified or cashier's
          check, by money order, by personal check or with Shares (provided
          that  if  the  Optionee  acquired such  stock  to  be surrendered
          directly or indirectly from the Company, he shall have owned such
          stock for  six months prior  to using  such stock to  exercise an
          Option) or  by a combination of the above.  If the exercise price
          is paid in whole or  in part with Shares, the value of the Shares
          surrendered shall be their Fair Market Value on the date received
          by  the Company.  Any  Common Stock delivered  in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

                    (iv) Withholding.  The Optionee shall make satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                    (v)  Issuance of Shares.   No person shall be,  or have
          any of the rights or privileges of, a stockholder of the  Company
          with respect to any of the Shares subject to an Option unless and
          until  certificates  representing  such Shares  shall  have  been
          issued  and delivered  to such  person.   As a  condition of  any
          issuance of  a certificate for  Shares, the Committee  may obtain
          such agreements or undertakings, if any, as it may deem necessary
          or advisable to assure compliance with any provision of the Plan,
          the  agreement evidencing  the  Option or  any law  or regulation
          including, but not limited to, the following:

                         (a)  A  representation,  warranty or  agreement by
          the Optionee to  the Company at the time  any Option is exercised
          that he or she is acquiring the Shares to be issued to him or her
          for investment and not with a  view to, or for sale in connection
          with, the distribution of any such Shares; and

                         (b)  A representation, warranty or agreement to be
          bound by any legends  that are, in the opinion  of the Committee,
          necessary or  appropriate to  comply with  the provisions of  any

                                        II-28
securities laws deemed by  the Committee to be applicable  to the
          issuance  of  the  Shares   and  are  endorsed  upon  the   Share
          certificates.

                    (vi) Surrender of Option.  Upon exercise of this Option
          in  part, if requested by the Company, the Optionee shall deliver
          this  Option and  any other  written agreements  executed  by the
          Company  and  the Optionee  with respect  to  this Option  to the
          Company  who  shall endorse  or cause  to  be endorsed  thereon a
          notation  of such  exercise  and  return  all agreements  to  the
          Optionee.

                    (vii)     Restriction on  Exercise.  The aggregate Fair
          Market  Value (determined at the Date of  Grant of the Option) of
          the  Shares with respect to  which any Incentive  Stock Option is
          exercisable for the first time by an Optionee during any calendar
          year under  the Plan and  all such plans  of the Company  and any
          parent and subsidiary of  the Company (as defined in  Section 425
          of the Code) shall not exceed $100,000.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent and distribution and  so long as an Optionee  lives, only
          such  Optionee or his guardian or legal representative shall have
          the right  to exercise  this Option.   The  terms of this  Option
          shall  be  binding  upon  the executors,  administrators,  heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option  may not be exercise after
          the expiration of ten (10)  years from the Date of Grant  of this
          Option and is subject  to earlier termination as provided  in the
          Plan.  If the Optionee, as of the Date of Grant, owns directly or
          indirectly  (as determined  under  section 425(d)  of the  Code),
          stock possessing more than 10% of the total combined voting power
          of  all classes  of stock  of the  Company (or  of its  parent or
          subsidiary [as defined in section 425 of the Code] at the Date of
          Grant) this Option may  not be exercised after the  expiration of
          five  (5) years  from the  Date of  Grant of  this Option  and is
          subject to earlier  termination as  provided in the  Plan.   This
          Option  may be exercised during such term only in accordance with
          the Plan and the terms of this Option.

               5.   Administration.  The  Plan and  this  Option  shall  be
          administered  by  the Committee  provided  for  and described  in
          Section 14 of the Plan.

               6.   Law Governing.  THIS OPTION IS INTENDED TO BE PERFORMED
          IN THE  STATE OF  TEXAS AND  SHALL BE  CONSTRUED AND  ENFORCED IN
          ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.

               Date of Grant:  ___________ ____, 19___.

                                             KIRBY CORPORATION
By                            
                                                                 President

               Optionee acknowledges  receipt of  a copy of  the Plan,  and
          represents  that he  is familiar  with the  terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and provisions of the Plan.   Optionee hereby agrees to accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

               Optionee  hereby  agrees  that  Optionee  shall  notify  the
          Company within  ten  days after  any  disposition of  any  shares
          acquired by exercise  of this Option  if such disposition  occurs
          within two years from the date  of Grant of this Option or within
          one year after the transfer of such shares to Optionee.

           
                                                                           
                                             Optionee

                                        II-30
EXHIBIT 4.7
NONQUALIFIED STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                           1994 EMPLOYEE STOCK OPTION PLAN

               A Nonqualified Stock Option (the "Option") for a total of 

                                                                           
                shares

          of Common Stock,  par value  $0.10 per share  ("Common Stock"  or
          "Share(s)")  of  Kirby  Corporation (the  "Company"),  is  hereby
          granted to 

                                                                           
               

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the 1994  Employee Stock Option  Plan for Kirby  Corporation (the
          "Plan"), which is incorporated herein by reference.

               1.   Option Price.  The option price is $__________ for each
          share.

               2.   Exercise   of  Option.  This   Option   shall  not   be
          exercisable prior  to the  six-month anniversary  of the  Date of
          Grant  of  the  Option  and  thereafter   this  Option  shall  be
          exercisable in whole or in part in accordance with the provisions
          of the Plan as follows:

                    (i)  Schedule of Rights to Exercise.

                         (c)             shares after            .
                         (d)             shares after            .
                         (e)             shares after            .
                         (f)             shares after            .

          or on  such earlier date  as this  Option may vest  in accordance
          with Section 7(e) of  the Plan, but subject always to  the limits
          set forth in Section 7(f) of the Plan.

                    (ii) Method   of   Exercise.  This   Option  shall   be
          exercisable by  a written notice  delivered to the  Company which
          shall:

                         (a)  state the election to exercise the Option and
          the number of shares  in respect of which it  is being exercised;
          and
(b)  be signed  by the person or  persons entitled
          to exercise the Option and,  if the Option is being  exercised by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                    (iii)     Payment.  The  Exercise  price of  any Shares
          purchased shall be paid solely in cash, by certified or cashier's
          check, by money order, by personal check or with Shares (provided
          that  if the  Optionee  acquired  such  stock to  be  surrendered
          directly or indirectly from the Company, he shall have owned such
          stock  for six months  prior to using  such stock to  exercise an
          Option) or by a combination of the above.  If  the exercise price
          is paid in whole  or in part with Shares, the value of the Shares
          surrendered shall be their Fair Market Value on the date received
          by  the Company.  Any  Common Stock delivered  in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

                    (iv) Withholding.  The Optionee shall make satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                    (v)  Issuance  of Shares.  No  person shall be, or have
          any of the rights or privileges  of, a stockholder of the Company
          with respect to any of the Shares subject to an Option unless and
          until  certificates  representing  such  Shares  shall have  been
          issued and  delivered to  such person.    As a  condition of  any
          issuance of  a certificate for  Shares, the Committee  may obtain
          such agreements or undertakings, if any, as it may deem necessary
          or advisable to assure compliance with any provision of the Plan,
          the  agreement evidencing  the Option  or  any law  or regulation
          including, but not limited to, the following:

                         (a)  A  representation,  warranty or  agreement by
          the Optionee to  the Company at the time any  Option is exercised
          that he or she is acquiring the Shares to be issued to him or her
          for investment  and not with a view to, or for sale in connection
          with, the distribution of any such Shares; and

                         (b)  A representation, warranty or agreement to be
          bound by any legends  that are, in the opinion of  the Committee,
          necessary or  appropriate to  comply with  the provisions  of any
          securities laws deemed by  the Committee to be applicable  to the
          issuance  of   the  Shares  and  are  endorsed   upon  the  Share
          certificates.

                    (vi) Surrender of Option.  Upon exercise of this Option
          in  part, if requested by the Company, the Optionee shall deliver
          this  Option and  any other  written  agreements executed  by the
          Company  and  the Optionee  with respect  to  this Option  to the

                                        II-33
Company  who  shall endorse  or cause  to  be endorsed  thereon a
          notation  of  such  exercise and  return  all  agreements  to the
          Optionee.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent and distribution and  so long as an Optionee  lives, only
          such Optionee or his guardian  or legal representative shall have
          the right  to exercise  this Option.   The  terms of  this Option
          shall  be  binding  upon the  executors,  administrators,  heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option  may not be exercise after
          the expiration of  ten (10) years from the Date  of Grant of this
          Option and is subject  to earlier termination as provided  in the
          Plan.   This Option  may be  exercised during  such term  only in
          accordance with the Plan and the terms of this Option.

               5.   Administration.  The  Plan and  this  Option  shall  be
          administered  by  the Committee  provided  for  and described  in
          Section 14 of the Plan.
6.   Law Governing.  THIS OPTION IS INTENDED TO BE PERFORMED
          IN THE  STATE OF  TEXAS AND  SHALL BE CONSTRUED  AND ENFORCED  IN
          ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.

               Date of Grant:  ___________ ____, 19___.

                                             KIRBY CORPORATION

                                             By                            
                                                                 President

               Optionee acknowledges receipt  of a  copy of  the Plan,  and
          represents  that he  is  familiar with  the terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and provisions of the Plan.  Optionee hereby  agrees to accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

                                                                           
                                             Optionee
EXHIBIT 4.8
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                                         FOR
                                  KIRBY CORPORATION

               Section 1.     Purpose.

               This 1994  Nonemployee Director  Stock Option Plan  of Kirby
          Corporation  is intended as an incentive to attract and retain as
          independent  directors  on  the   Board  of  Directors  of  Kirby
          Corporation,  a  Nevada corporation  (the "Company"),  persons of
          training,  experience  and ability,  to  encourage  the sense  of
          proprietorship  of  such persons,  and  to  stimulate the  active
          interest of such persons in the development and financial success
          of  the  Company  for the  benefit  of  the  stockholders of  the
          Company.

               Section 2.     Definitions.

               As used herein,  the following terms shall  have the meaning
          indicated:

                    (a)  "Advisory   Director"   shall   mean  any   person
               designated as an Advisory Director by the Board of Directors
               as provided in the Company's Bylaws.

                    (b)  "Agreement" shall mean  the agreement between  the
               Company, and the Optionee that evidences the Option.

                    (c)  "Business Day" shall mean  (i) if the Common Stock
               trades on  a national exchange,  any day  that the  national
               exchange on which the Common Stock trades is open or (ii) if
               the  Common Stock does not trade on a national exchange, any
               day that commercial banks in the City of New York are open.

                    (d)  "Board" shall  mean the Board of  Directors of the
               Company.

                    (e)  "Committee" shall mean the committee designated in
               Section 5 to administer this Plan.

                    (f)  "Common Stock"  shall mean  the Common  Stock, par
               value ten cents ($0.10) per share, of the Company.

                    (g)  "Date of Grant"  shall mean the  date on which  an
               Option is  granted to an Eligible Person pursuant to Section
               7(c) hereof

                    (h)  "Director" shall mean a member of the Board.

                    (i)  "Effective Date" shall mean  the date this Plan is
               approved by the Board of Directors.
(j)  "Eligible  Person(s)" shall mean those persons who
               are Directors or Advisory  Directors of the Company and  are
               not Employees.

                    (k)  "Employee(s)"  shall mean  those  persons who  are
               employees of  the  Company  or  who  are  employees  of  any
               Subsidiary.

                    (l)  "ERISA" shall mean the Employee  Retirement Income
               Security  Act and the rules thereunder, as they now exist or
               may be amended from time to time.

                    (m)  "Exchange    Act" shall    mean   the   Securities
               Exchange Act of 1934, as amended.

                    (n)  "Fair Market Value" shall mean:

                           (i)     If  Shares  are  listed  on  a  national
                    securities exchange at the date of determining the Fair
                    Market Value,

                              (A)  The mean of the  high and low sales
                         price on  such exchange on the  Date of Grant
                         as  reported  in  any  newspaper  of  general
                         circulation, or

                              (B)  If the Shares shall not have traded
                         on such  exchange on  such date, the  mean of
                         the high and low sales price on such exchange
                         on the  next day  prior thereto on  which the
                         Shares  were so  traded  as  reported in  any
                         newspaper of general circulation; or

                          (ii)     If  Shares  shall   not  be  listed   as
                    provided  in Subsection 2(n)(i),  a value determined by
                    any  fair  and  reasonable   means  prescribed  by  the
                    Committee.

                    (o)  "Internal Revenue Code"  or "Code" shall  mean the
               Internal Revenue  Code of 1986  as it now  exists or may  be
               amended from time to time and the rules thereunder.

                    (p)  "Nonqualified  Stock  Option" shall  mean  a stock
               option that is not  an incentive stock option as  defined in
               Section 422 of the Internal Revenue Code.

                    (q)  "Option"  (when capitalized)    shall   mean   any
               stock option  granted  under this Plan.

                    (r)  "Optionee" shall mean a person to whom an   Option
               is  granted  under  this  Plan or any person who succeeds to
               the rights of such  person under  this  Plan   by  reason of
               the  death of  such  person or  under  a qualified  domestic
               relations order as defined by the Code or Title I of ERISA.
(s)  "Plan" shall mean  this 1994 Nonemployee  Director
               Stock Option Plan of Kirby Corporation.

                    (t)  "Share(s)"  shall mean  a share  or shares  of the
               Common Stock.

                    (u)  "Subsidiary"  shall  mean  any corporation  (other
               than  the Company)  in  any unbroken  chain of  corporations
               beginning with the Company  if, at the time of  the granting
               of  the Option, each of the corporations other than the last
               corporation in the unbroken  chain owns stock possessing 50%
               or more of the total combined voting power of all classes of
               stock in one of the other corporations in such chain.

               Section 3.     Total Aggregate Shares.

               Subject  to adjustments  provided  in Section  14 hereof,  a
          total of One Hundred Thousand  (100,000) Shares shall be  subject
          to the Plan.   The Shares  subject to the  Plan shall consist  of
          unissued Shares  or previously issued Shares  reacquired and held
          by the Company and such  number of Shares shall be and  hereby is
          reserved for sale for such purpose.  Any of such  Shares that may
          remain  unsold and that are not subject to outstanding Options at
          the termination  of the Plan shall  cease to be  reserved for the
          purpose  of  the Plan,  but until  termination  of the  Plan, the
          Company  shall at all times reserve a sufficient number of Shares
          to meet the requirements of  the Plan.  Should any Option  expire
          or  be canceled  prior  to  its  exercise  in  full,  the  Shares
          theretofore subject to such Option may again be the subject of an
          Option under the Plan.

               Section 4.     Rule 16b-3 Plan and Shareholder Approval.

               The  Company  intends for  this  Plan  to  comply  with  the
          requirements  of Rule  16b-3  promulgated by  the Securities  and
          Exchange Commission  pursuant to the Exchange  Act.  Accordingly,
          this Plan and  any Options  shall terminate and  become null  and
          void  unless this  Plan is  approved by  the stockholders  of the
          Company within one (1) year after the Effective Date at a meeting
          of  stockholders of the Company  at which a  quorum is present by
          stockholders of the Company  owning a majority of the  issued and
          outstanding shares of Common Stock represented at such meeting.

               Section 5.     Administration of the Plan.

               (a)  The Plan  shall be administered by the  Committee.  The
          Committee  shall  be the  Compensation  Committee  of the  Board;
          provided, however, that for purposes  of this Plan, the Committee
          shall consist of not less than two individuals.

               (b)  Subject  to the  express provisions  of this  Plan, the
          Committee  shall have  the authority,  in its  sole  and absolute
          discretion (i)  to adopt,  amend, and rescind  administrative and
          interpretive rules and regulations relating to the  Plan; (ii) to
determine the  terms and provisions of  the respective Agreements
          (which need  not be identical); provided, however, such terms and
          provisions shall  not be  inconsistent with this  Plan, including
          the extent to which the transferability of Shares issued upon the
          exercise of Options is restricted; (iii) to construe the terms of
          any Agreement and the Plan; (iv) as provided in Subsection 14(a),
          upon  certain  events  to  make appropriate  adjustments  to  the
          exercise  price  and  number  of Shares  subject  to  outstanding
          Options, the number  of Shares  reserved under the  Plan and  the
          number of Shares subject to Options granted subsequently; and (v)
          to  make all  other  determinations and  perform  all other  acts
          necessary or advisable for  administering the Plan, including the
          delegation of  such ministerial acts and  responsibilities as the
          Committee  deems  appropriate.   The  Committee  may correct  any
          defect or supply  any omission or reconcile any  inconsistency in
          the Plan or in  any Agreement in the manner and to  the extent it
          shall deem expedient to carry it into effect, and it shall be the
          sole and final  judge of  such expediency.   The Committee  shall
          have full discretion  to make all  determinations on the  matters
          referred  to in  this  Subsection 5(b),  and such  determinations
          shall be final, binding and conclusive.

               Section 6.     Type of Options.

               All  Options granted  under the  Plan shall  be Nonqualified
          Stock Options.

               Section 7.     Automatic Grant of Options.

                    (a)  Options shall be granted only to Eligible Persons.
               Each Option shall be evidenced by  an Agreement, which shall
               contain such terms as the Committee deems advisable and that
               are not inconsistent with this Plan or applicable laws.

                    (b)  Options  shall automatically  be  granted to  each
               Eligible Person as follows:

                      (i)     on the  Effective Date, each  Eligible Person
                    shall be  granted an  Option to purchase  1,500 Shares;
                    and

                     (ii)     on   the   first  Business   Day  immediately
                    following   the  date   of  each   Annual  Meeting   of
                    Stockholders of the Company occurring subsequent to the
                    Effective Date,  each Eligible Person shall  be granted
                    an Option to purchase an additional 1,500 Shares.

                    (c)  Except for the automatic  grants of Options  under
               Subsection  7(b),  no  Options  shall  otherwise be  granted
               hereunder, and the Board or the Committee shall not have any
               discretion with respect  to the grant of Options  within the
               meaning of Rule 16b-3 promulgated under the Exchange Act, or
               any successor rule.
(d)  Any person who files with the Committee, in a form
               satisfactory  to   the  Committee,  a   written  waiver   of
               eligibility to receive any Option  under this Plan shall not
               be  eligible to receive any  Option under this  Plan for the
               duration of such waiver.

               Section 8.     Exercise Price.

               The  exercise or option  price of  each Share  issuable upon
          exercise of an  Option shall  be the  Fair Market  Value of  such
          Share on the Date of Grant.

               Section 9.     Vesting Schedule.

                    (a)  Shares  subject   to  an  Option  shall   vest  in
               accordance with Subsection 9(b) and (c) hereof.

                    (b)  Option Shares subject to  an Option shall vest 20%
               of the  total number  of  Shares initially  subject to  such
               Option (as such number  may be adjusted pursuant to  Section
               14)  on the six-month anniversary  of the Date  of Grant and
               20% on  each anniversary of  the Date of  Grant, if  on such
               dates the Optionee is an Eligible Person.

                    (c)  Notwithstanding the foregoing,  Shares subject  to
               an Option  shall vest as to  all Shares then subject  to the
               Option upon the occurrence of any of the following events:

                      (i)     a  transaction  (or  series  of  transactions
                    occurring within a 60-day period  or pursuant to a plan
                    approved by  the Board or stockholders  of the Company)
                    occurs  that has  the result  that stockholders  of the
                    Company  immediately before  such transaction  cease to
                    own  directly or indirectly at  least 51% of the voting
                    stock of the Company or of any entity that results from
                    the participation  of the Company in  a reorganization,
                    consolidation, merger, liquidation or any other form of
                    corporate transaction;

                     (ii)     all or substantially all of the assets of the
                    Company shall be sold  or otherwise disposed of, except
                    that an Option  shall not  vest as to  all Shares  then
                    subject  to   such  Option  if,  after   such  sale  or
                    disposition:  (i)  the   stockholders  of  the  Company
                    immediately prior  to such transaction continue  to own
                    at least 51% of  the voting stock of the  entities that
                    acquired  50% or  more in  value of  the assets  of the
                    Company so  sold or  conveyed; and, (ii)  the acquiring
                    entity agrees to assume  the obligations of the Company
                    under this Plan and the respective Agreements; or,

                    (iii)     the  occurrence of a merger, consolidation or
                    other reorganization of the  Company under the terms of
                    which  the  surviving   entity  does  not  assume   the
obligations  of the  Company  under this  Plan and  the
                    respective Agreements.

               Section 10.    Exercise of Options.

                    (a)  An Option  shall not  be exercisable prior  to the
               vesting of such  Option.  After the six-month anniversary of
               the Date of Grant of an Option, such Option may be exercised
               at any  time and from time  to time during the  term of such
               Option, in whole  or in  part, with respect  to Shares  that
               have vested in  accordance with  Section 9 hereof.   If  any
               Optionee exercises an  Option prior to Stockholder  approval
               of  this Plan as provided in Section 19 hereof, the Optionee
               must tender the exercise  price at the time of  exercise and
               the  Company shall hold the exercise price and the Shares to
               be issued  pursuant to such exercise  until the stockholders
               approve   the  Plan.    If  the  Plan  is  approved  by  the
               stockholders, the Company shall issue and deliver the Shares
               as  to which the Option has been  exercised.  If the Plan is
               not approved  by the stockholders, the  Company shall return
               the exercise price  to the  Optionee and no  Shares will  be
               issued.

                    (b)  Options  may   be   exercised:  (i)   during   the
               Optionee's lifetime,  solely by the Optionee;  or (ii) after
               the Optionee's death, by  the personal representative of the
               Optionee's estate or the  person or persons entitled thereto
               under   his  will   or  under  the   laws  of   descent  and
               distribution.

                    (c)  An Option shall be  deemed exercised when: (i) the
               Company   has  received  written  notice  of  such  exercise
               delivered  to  the Company  in  accordance  with the  notice
               provisions of the applicable Agreement; (ii) full payment of
               the aggregate exercise price  of the Shares as to  which the
               Option  is exercised has  been tendered to  the Company; and
               (iii) arrangements that are satisfactory to the Board in its
               sole discretion have been made for the Optionee's payment to
               the  Company  of  the  amount,  if  any,  that  the  Company
               determines to be  necessary for the  Company to withhold  in
               accordance with  the applicable federal or  state income tax
               withholding requirements.

                    (d)  The exercise  price of any  Shares purchased shall
               be paid (i) solely in cash, by certified or cashier's check,
               by money order or by  personal check, or (ii) at  the option
               of the Optionee, in  Common Stock theretofore owned by  such
               Optionee  (or  by a  combination  of  the above);  provided,
               however,  that  if the  Optionee acquired  such stock  to be
               surrendered  directly or  indirectly  from  the Company,  he
               shall  have owned such stock  for six months  prior to using
               such  stock  to   exercise  an  Option.    For  purposes  of
               determining  the  amount,  if  any, of  the  exercise  price
               satisfied  by payment  in  Common Stock,  such Common  Stock
shall be  valued at  its Fair Market  Value on  the date  of
               exercise.  Any Common Stock delivered in satisfaction of all
               or a  portion of the  exercise price shall  be appropriately
               endorsed for transfer and assignment to the Company.

                    (e)  The Optionee  shall not  be, nor have  any of  the
               rights  or privileges of, a  stockholder of the Company with
               respect to any  Shares purchasable upon the  exercise of any
               part of an Option unless and until certificates representing
               such Shares shall  have been  issued by the  Company to  the
               Optionee.

               Section 11.    Termination of Option Period.

                    (a)  The   unexercised  portion  of   an  Option  shall
               automatically and  without notice terminate  and become null
               and void and be forfeited upon the earliest to occur  of the
               following:

                      (i)     if the Optionee's position  as a Director  of
                    the Company  terminates, other  than by reason  of such
                    Optionee's death, thirty (30)  days after the date that
                    the Optionee's  position as  a Director of  the Company
                    terminates;

                     (ii)     one (1) year after the death of the Optionee;
                    or

                    (iii)     ten  (10) years  after the  Date of  Grant of
                    such Option.

                    (b)  The Board of Directors of the Company in  its sole
               discretion  may, by  giving  written notice  to an  Optionee
               ("Cancellation Notice"),  cancel, effective upon the date of
               the  consummation of any  corporate transaction described in
               Section 9(c) hereof, any portion  of an Option that  remains
               unexercised on such date.  Such cancellation notice shall be
               given to Optionee at least  ten (10) days prior to the  date
               of cancellation.

               Section 12.    Terms of Option.

               Each Option granted under this Plan shall have a term of ten
          (10) years from the Date of Grant of such Option.

               Section 13.    Assignability of Options.

               No  Option shall  be assignable  or  otherwise transferable,
          except by will or the laws of descent and distribution.
Section 14.    Adjustments.

                    (a)  If  at any  time  there shall  be  an increase  or
               decrease  in the  number of  issued and  outstanding Shares,
               through  the declaration of a stock  dividend or through any
               recapitalization resulting in a stock  split-up, combination
               or  exchange  of   Shares,  then  appropriate   proportional
               adjustment shall be made  in the number of Shares  (and with
               respect  to  outstanding  Options,  the  exercise  price per
               Share): (i)  subject to  outstanding Options;  (ii) reserved
               under  the  Plan;  and  (iii)  subject  to  Options  granted
               subsequently.   In the  event of  a dispute  concerning such
               adjustment, the Committee has  full discretion to  determine
               the resolution of such dispute.  Such determination shall be
               final, binding and conclusive.

                    (b)  In the  event of a merger,  consolidation or other
               reorganization of the Company under  the terms of which  the
               Company is not the  surviving corporation, but the surviving
               corporation  elects to  assume  an  Option,  the  respective
               Agreement and this  Plan, the Optionee shall  be entitled to
               receive, upon the exercise  of such Option, with  respect to
               each Share issuable upon exercise of such Option, the number
               of shares of  stock of the surviving corporation  (or equity
               interest in any other entity) and any other notes, evidences
               of indebtedness  or other property that  Optionee would have
               received in  connection with  such merger, consolidation  or
               other  reorganization  had  he  exercised  the  Option  with
               respect  to such  Share  immediately prior  to such  merger,
               consolidation or other reorganization.

                    (c)  Except as otherwise expressly provided herein, the
               issuance  by the Company of  shares of its  capital stock of
               any class, or securities  convertible into shares of capital
               stock of any class, either in connection with direct sale or
               upon  the  exercise  of  rights  or  warrants  to  subscribe
               therefor, or upon conversion of shares or obligations of the
               Company convertible  into such  shares or  other securities,
               shall not affect, and no  adjustment by reason thereof shall
               be  made with respect to, the number of or exercise price of
               Shares then subject to outstanding Options granted under the
               Plan.

                    (d)  Without limiting the  generality of the foregoing,
               the existence of outstanding  Options granted under the Plan
               shall  not affect  in any manner  the right or  power of the
               Company  to make,  authorize or  consummate: (i) any  or all
               adjustments,  recapitalizations,  reorganizations  or  other
               changes in the Company's  capital structure or its business;
               (ii)  any merger or consolidation of  the Company; (iii) any
               issuance by the  Company of debt securities or  preferred or
               preference stock that would rank above the Shares subject to
               outstanding  Options; (iv) the dissolution or liquidation of
               the  Company; (v) any sale, transfer or assignment of all or
any part of  the assets or business of  the Company; or (vi)
               any other  corporate act or proceeding, whether of a similar
               character or otherwise.

               Section 15.    Purchase for Investment.

               As  a condition of any  issuance of a  stock certificate for
          Shares upon the  exercise of an Option, the Board may obtain such
          agreements or undertakings, if  any, as it may deem  necessary or
          advisable to assure compliance with any provision of this Plan or
          any  law or  regulation,  including,  but  not  limited  to,  the
          following:

                    (a)  a  representation and warranty  by the Optionee to
               the Company at  the time his Option is exercised  that he is
               acquiring  the Shares to be issued to him for investment and
               not  with a  view to, or  for sale  in connection  with, the
               distribution of any such Shares; and

                    (b)  a  representation,  warranty  or agreement  to  be
               bound by any legends that are, in  the opinion of the Board,
               necessary or  appropriate to  comply with the  provisions of
               any securities law deemed  by the Board to be  applicable to
               the issuance  of  the  Shares  and  are  endorsed  upon  the
               certificates representing the Shares.

               Section 16.    Amendment,   Modification,    Suspension   or
          Discontinuance of this Plan.

               For the purpose  of complying  with changes in  the Code  or
          ERISA, the Board may amend, modify, suspend or terminate the Plan
          at any time.  For the  purpose of meeting or addressing any other
          changes in legal requirements or any other purpose, the Board may
          amend,  modify, suspend or terminate the Plan only once every six
          months.  Subject to  changes in law or other  legal requirements,
          including any change in  the provisions of Rule 16b-3  that would
          permit otherwise, the Plan may not be amended without the consent
          of the  holders  of a  majority  of the  shares of  Common  Stock
          represented at a  meeting at which  a quorum is  present to:  (i)
          increase  the aggregate number of shares of Common Stock that may
          be  issued under  the  Plan (except  for adjustments  pursuant to
          Section  14 of the  Plan); (ii) increase  materially the benefits
          accruing to Optionees under the Plan; or, (iii) modify materially
          the requirements as to eligibility for participation in the Plan.

               Section 17.    Governmental Regulations.

               This Plan, and the  granting of Options and the  exercise of
          Options hereunder and the  obligation of the Company to  sell and
          deliver  Shares  under  such  Options  shall  be  subject to  all
          applicable  laws, rules and regulations, and to such approvals by
          any governmental agencies or national securities exchanges as may
          be required.
Section 18.    Miscellaneous.

                    (a)  The proceeds received by the Company from the sale
               of  Shares  pursuant to  Options shall  be used  for general
               corporate purposes.

                    (b)  The  Options granted to  Directors under this Plan
               shall  be  in addition  to  regular  director's fees,  stock
               options  granted pursuant  to  the Company's  1989  Director
               Stock Option Plan or other stock option plans of the Company
               or other  benefits with  respect to the  Director's position
               with the Company or its  Subsidiaries.  Nothing contained in
               the  Plan,  or  in  any  Agreement, shall  confer  upon  any
               Optionee  the  right  to  continue  as  a  director  of  the
               Corporation,  or interfere  in any  way  with the  rights to
               terminate his status as a director.

                    (c)  Neither the members of the Board nor any member of
               the Committee  shall be  liable  for any  act, omission,  or
               determination taken  or made in  good faith with  respect to
               the Plan or any Option granted under  it, and members of the
               Board and the Committee shall be entitled to indemnification
               and reimbursement  by the Company  in respect of  any claim,
               loss,  damage, or  expense (including  attorneys' fees,  the
               costs  of settling  any  suit (provided  such settlement  is
               approved  by  independent  legal  counsel  selected  by  the
               Company)  and amounts  paid in  satisfaction of  a judgment,
               except a judgment based  on a finding of bad  faith) arising
               from such claim, loss, damage, or expense to the full extent
               permitted  by law  and  under any  directors' and  officers'
               liability or  similar insurance coverage that  may from time
               to time be in effect.

                    (d)  Any payment of cash or any issuance or transfer of
               Shares  to the  Optionee,  or to  his legal  representative,
               heir,  legatee,   distributee   or  permitted   assign,   in
               accordance with the  provisions of the  Plan, shall, to  the
               extent  thereof, be  in full  satisfaction of all  claims of
               such  persons under the Plan.  The Committee may require any
               Optionee, legal representative,  heir, legatee,  distributee
               or  permitted  assign,  as  a condition  precedent  to  such
               payment  or issuance  or transfer  of  Shares, to  execute a
               release and receipt for such payment or issuance or transfer
               of Shares in such form as it shall determine.

                    (e)  Neither the Committee  nor the Company  guarantees
               Shares from loss or depreciation.

                    (f)  All  expenses  incident  to   the  administration,
               termination, or  protection of the Plan,  including, but not
               limited  to, legal and accounting fees, shall be paid by the
               Company; provided, however, the  Company may recover any and
               all damages,  fees, expenses  and costs  arising out  of any
actions taken by the Company to enforce its rights under the
               Plan.

                    (g)  Records of the Company shall be conclusive for all
               purposes under the Plan,  unless determined by the Committee
               to be incorrect.

                    (h)  The  Company  shall, upon  request  or  as may  be
               specifically required under the Plan, furnish or cause to be
               furnished all  of the  information or documentation  that is
               necessary or required by the Committee to perform its duties
               and functions under the Plan.

                    (i)  The  Company assumes no  liability to the Optionee
               or his legal representatives, heirs,  legatees, distributees
               or  permitted assigns for  any act of, or  failure to act on
               the part of, the Committee.

                    (j)  Any action required of the Company relating to the
               Plan shall be by  resolution of its Board, the  Committee or
               by a person authorized to act by  resolution of the Board or
               the Committee.

                    (k)  If  any  provision of  this  Plan  is  held to  be
               illegal  or  invalid  for  any  reason,  the  illegality  or
               invalidity shall not affect  the remaining provisions of the
               Plan, but such provision shall  be fully severable, and  the
               Plan  shall be construed and  enforced as if  the illegal or
               invalid provision had never been included in the Plan.

                    (l)  Whenever any notice is required or permitted under
               the  Plan, such  notice  must be  in writing  and personally
               delivered  or sent  by  mail  or  next  day  delivery  by  a
               nationally recognized  courier service.  Any notice required
               or permitted to  be delivered under this  Agreement shall be
               deemed to be delivered on the date on which it is personally
               delivered, or, if mailed,  whether actually received or not,
               on  the  third Business  Day after  it  is deposited  in the
               United   States  mail,  certified   or  registered,  postage
               prepaid, addressed to the person who is to receive it at the
               address  which  such  person  has  previously  specified  by
               written notice delivered in accordance with  this Subsection
               18(l)  or, if by courier, twenty-four (24) hours after it is
               sent, addressed as described in  this Subsection 18(l).  The
               Company or an Optionee may change, at any time and from time
               to time, by written  notice to the other, the  address which
               it  or he  had previously  specified for  receiving notices.
               Until changed in  accordance with the Plan,  the Company and
               each  Optionee  shall specify  as  its and  his  address for
               receiving  notices the  address set  forth in  the Agreement
               pertaining to the Shares to which such notice relates.

                    (m)  Any person  entitled to notice under  the Plan may
               waive such notice.
(n)  The Plan  shall be binding upon  the Optionee, his
               legal  representatives,  heirs,  legatees, distributees  and
               permitted assigns, upon the Corporation, its successors, and
               assigns,  and   upon  the  Board,  the   Committee  and  its
               successors.

                    (o)  The  titles and headings  of Sections are included
               for  convenience  of  reference  only  and  are  not  to  be
               considered in construction of the Plan's provisions.

                    (p)  All   questions  arising   with  respect   to  the
               provisions of the Plan shall be determined by application of
               the laws  of the State of  Texas except to  the extent Texas
               law is preempted by federal law or Nevada corporate law that
               is  controlling.   Questions  arising  with  respect to  the
               provisions of an  Agreement that are matters of contract law
               shall be governed by the laws of the state specified  in the
               Agreement, except to the extent preempted by federal law and
               except  to the  extent that  Nevada corporate  law conflicts
               with the contract law  of such state, in which  event Nevada
               corporate law shall  govern.  The obligation  of the Company
               to  sell and  deliver Shares  under the  Plan is  subject to
               applicable  laws and  to  the approval  of any  governmental
               authority required  in  connection with  the  authorization,
               issuance, sale, or delivery of such Shares.

                    (q)  Words  used in  the masculine  shall apply  to the
               feminine where applicable, and  wherever the context of this
               Plan  dictates, the plural shall be read as the singular and
               the singular as the plural.

               Section 19.  Effective Date and Termination Date.

               The Effective Date of the Plan is January 18, 1994, the date
          on  which the  Board adopted  this Plan,  but  is subject  to the
          approval of the Plan by at least a majority of  the votes cast by
          the  stockholders   of  the  Company  at  the   next  meeting  of
          stockholders at which a quorum is present.  All grants made under
          the Plan prior to such approval shall be effective when made, but
          shall be conditioned  upon and  subject to such  approval of  the
          Plan.   This Plan shall terminate on the tenth (10th) anniversary
          of the Effective Date.

          ADOPTED BY THE BOARD OF DIRECTORS: January 18, 1994

          APPROVED BY THE STOCKHOLDERS: April 19, 1994

                                             KIRBY CORPORATION

                                             By:  /s/ G. Stephen Holcomb   
                                                  G. Stephen Holcomb
Assistant Secretary
EXHIBIT 4.9
NONQUALIFIED STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                     1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

               A Nonqualified Stock  Option (the "Option")  for a total  of
          One  Thousand Five  Hundred (1,500)  shares of Common  Stock, par
          value $0.10  per share ("Common  Stock" or "Share(s)"),  of Kirby
          Corporation (the "Company"), is hereby granted to

                _____________________________________________________

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
          Corporation  (the   "Plan"),  which  is  incorporated  herein  by
          reference.

               1.   Option  Price.   The option  price is  $___________ for
          each share,  being 100% of the  Fair Market Value  (as defined in
          the Plan) of the Common Stock on the Date of Grant of the Option.

               2.   Exercise  of  Option.   Subject  to  the provisions  of
          Section 5,  this Option shall be exercisable  in whole or in part
          after the six-month anniversary  of the Date of Grant  or on such
          earlier date as this  Option may vest in accordance  with Section
          9(c) of the Plan as follows:

                 (i)     Method  of  Exercise.     This  Option  shall   be
          exercisable by a  written notice delivered  to the Company  which
          shall:

                         (c)  state the election to exercise the Option and
          the number of shares in  respect of which it is being  exercised;
          and

                         (d)  be signed by the  person or persons  entitled
          to exercise the  Option and, if the Option is  being exercised by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                (ii)     Payment.    The  exercise  price   of  any  Shares
          purchased  shall  be paid  (i) solely  in  cash, by  certified or
          cashier's check, by money order or by personal  check, or (ii) at
          the  option of the Optionee, in Common Stock theretofore owned by
          such Optionee  (or  by a  combination  of the  above);  provided,
          however,  that  if   the  Optionee  acquired  such  stock  to  be
          surrendered  directly or  indirectly from  the Company,  he shall
          have owned such stock for six months prior to using such stock to
exercise an Option.   For purposes of determining the  amount, if
          any,  of the exercise price satisfied by payment in Common Stock,
          such Common Stock shall be valued at its Fair Market Value on the
          date  of exercise.  Any Common Stock delivered in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

               (iii)     Withholding.    Optionee  shall make  satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                (iv)     Purchase for  Investment.   As a condition  of any
          issuance of a stock  certificate for Shares upon the  exercise of
          an  Option,   the  Committee   may  obtain  such   agreements  or
          undertakings,  if any, as it  may deem necessary  or advisable to
          assure compliance  with any provision of this  Plan or any law or
          regulation, including, but not limited to, the following:

                         (a)  a representation and warranty by the Optionee
          to  the Company at  the time his  Option is exercised  that he is
          acquiring  the Shares to be issued  to him for investment and not
          with a view to, or for sale in connection with, the  distribution
          of any such Shares; and

                         (b)  a representation, warranty or agreement to be
          bound by any legends that  are, in the opinion of the  Committee,
          necessary  or appropriate  to comply with  the provisions  of any
          securities  law deemed by the  Committee to be  applicable to the
          issuance of  the Shares  and are  endorsed upon  the certificates
          representing the Shares.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent  and distribution and so long as the Optionee lives, only
          such Optionee or his guardian or legal  representative shall have
          the right  to exercise  this Option.   The  terms of  this Option
          shall  be  binding  upon the  executors,  administrators,  heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option may not be exercised after
          the expiration of ten (10)  years from the Date of Grant  of this
          Option  and is subject to  earlier termination if Optionee ceases
          to be  a Director, dies  or otherwise  as provided  in the  Plan.
          This Option may be exercised during such times only in accordance
          with the Plan and the terms of this Option.

               5.   Effective  Date and  Termination Date.    The Effective
          Date of the Plan is January 18, 1994, the date on which the Board
          adopted this Plan, but is subject  to the approval of the Plan by
          at least  a majority of the votes cast by the stockholders of the
          Company at the  next meeting of stockholders at which a quorum is

                                        II-52
present.  All  grants made under the Plan  prior to such approval
          shall be effective when  made, but shall be conditioned  upon and
          subject to such approval of the Plan.

               Date of Grant:  January 18, 1994.

                                             KIRBY CORPORATION

                                             By                            
                                                                 President

               Optionee acknowledges  receipt of a  copy of  the Plan,  and
          represents  that he  is familiar  with  the terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and provisions of the Plan.  Optionee hereby agrees to  accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

                                                                           
                                             Optionee

                                        II-53
EXHIBIT 4.10
NONQUALIFIED STOCK OPTION AGREEMENT
                                  KIRBY CORPORATION
                     1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN

               A Nonqualified Stock  Option (the "Option")  for a total  of
          One  Thousand Five  Hundred (1,500)  shares of Common  Stock, par
          value $0.10  per share ("Common  Stock" or "Share(s)"),  of Kirby
          Corporation (the "Company"), is hereby granted to

                _____________________________________________________

          (the "Optionee") at the  price determined as provided in,  and in
          all respects subject to the terms, definitions and provisions of,
          the  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
          Corporation  (the   "Plan"),  which  is  incorporated  herein  by
          reference.

               1.   Option  Price.   The option  price is  $___________ for
          each share,  being 100% of the  Fair Market Value  (as defined in
          the Plan) of the Common Stock on the Date of Grant of the Option.

               2.   Exercise of  Option.  This Option  shall be exercisable
          in whole  or in part after the  six-month anniversary of the Date
          of  Grant or  on such  earlier date  as this  Option may  vest in
          accordance with Section 9(c) of the Plan as follows:

                 (i)     Method  of  Exercise.     This  Option   shall  be
          exercisable  by a written  notice delivered to  the Company which
          shall:

                         (a)  state the election to exercise the Option and
          the number of  shares in respect of which it  is being exercised;
          and

                         (b)  be signed by  the person or persons  entitled
          to exercise the Option and, if  the Option is being exercised  by
          any  person or persons other than the Optionee, be accompanied by
          proof, satisfactory to the  Company, of the right of  such person
          or persons to exercise the Option.

                (ii)     Payment.     The  exercise  price  of  any  Shares
          purchased  shall  be paid  (i) solely  in  cash, by  certified or
          cashier's check, by money order or  by personal check, or (ii) at
          the  option of the Optionee, in Common Stock theretofore owned by
          such  Optionee (or  by  a combination  of  the above);  provided,
          however,   that  if  the  Optionee  acquired  such  stock  to  be
          surrendered  directly or  indirectly from  the Company,  he shall
          have owned such stock for six months prior to using such stock to
          exercise an Option.   For purposes of determining the  amount, if
any,  of the exercise price satisfied by payment in Common Stock,
          such Common Stock shall be valued at its Fair Market Value on the
          date  of exercise.  Any Common Stock delivered in satisfaction of
          all or a  portion of  the exercise price  shall be  appropriately
          endorsed for transfer and assignment to the Company.

               (iii)     Withholding.    Optionee  shall make  satisfactory
          arrangements  for the  withholding of  any amounts  necessary for
          withholding in accordance with applicable Federal or state income
          tax laws.

                (iv)     Purchase for  Investment.   As a condition  of any
          issuance of a stock  certificate for Shares upon the  exercise of
          an  Option,   the  Committee   may  obtain  such   agreements  or
          undertakings,  if any, as it  may deem necessary  or advisable to
          assure compliance with any provision  of this Plan or any law  or
          regulation, including, but not limited to, the following:

                         (a)  a representation and warranty by the Optionee
          to the  Company at the  time his Option  is exercised that  he is
          acquiring the Shares to  be issued to him for investment  and not
          with a view to, or for sale in connection  with, the distribution
          of any such Shares; and

                         (b)  a representation, warranty or agreement to be
          bound by any  legends that are, in the opinion  of the Committee,
          necessary  or appropriate to  comply with  the provisions  of any
          securities  law deemed by the  Committee to be  applicable to the
          issuance  of the  Shares and  are endorsed upon  the certificates
          representing the Shares.

               3.   Nontransferability of  Option.  This Option  may not be
          transferred by the Optionee otherwise than by will or the laws of
          descent  and distribution and so long as the Optionee lives, only
          such Optionee or his guardian  or legal representative shall have
          the right  to exercise  this Option.   The  terms of this  Option
          shall  be  binding  upon  the  executors,  administrators, heirs,
          successors and assigns of the Optionee.

               4.   Term of Option.  This Option may not be exercised after
          the expiration of  ten (10) years from the Date  of Grant of this
          Option and is  subject to earlier termination if  Optionee ceases
          to be a  Director, dies  or otherwise  as provided  in the  Plan.
          This Option may be exercised during such times only in accordance
          with the Plan and the terms of this Option.

               Date of Grant:  ___________ ____, 19___.

                                             KIRBY CORPORATION

                                             By                            

                                        II-56
President

               Optionee acknowledges receipt  of a  copy of  the Plan,  and
          represents  that he  is  familiar with  the terms  and provisions
          thereof,  and hereby accepts this Option subject to all the terms
          and  provisions of the Plan.  Optionee hereby agrees to accept as
          binding, conclusive and final all decisions or interpretations of
          the Committee (as defined in the Plan) upon any questions arising
          under the Plan.

                                                                           
                                             Optionee
EXHIBIT 4.11
1993 NONQUALIFIED STOCK OPTION
                                          OF
                                  KIRBY CORPORATION
                                         FOR
                                 ROBERT G. STONE, JR.

                                 Dated July 20, 1993

          Section 1.  Purpose.

               On  July 20,   1993,  the   Board  of  Directors   of  Kirby
          Corporation,  a  Nevada  corporation  (the   "Company"),  adopted
          resolutions   granting   Robert G.   Stone,    Jr.   ("Optionee")
          Nonqualified Stock  Options to  purchase 25,000 shares  of Common
          Stock on the terms and conditions herein provided as an incentive
          to retain the Optionee as Chairman of the Board of the Company or
          as a member of the Board of Directors of the Company.

          Section 2.  Definitions.

               As used herein,  the following terms shall  have the meaning
          indicated:

               (a)  "Board"  shall  mean  the  Board of  Directors  of  the
          Company.

               (b)  "Business  Day"  shall mean  (i)  if  the Common  Stock
          trades on a national exchange, any day that the national exchange
          on which  the Common Stock trades  is open or (ii)  if the Common
          Stock  does  not  trade on  a  national  exchange,  any day  that
          commercial banks in the City of New York are open.

               (c)  "Committee"  shall  mean  the  committee  designated in
          Section 16 to administer this Plan.

               (d)  "Common Stock"  shall mean the Company's  common stock,
          $0.10 par value per share.

               (e)  "Date of Grant" shall be the Effective Date.

               (f)  "Effective  Date"  shall  mean the  date  first written
          above, which is the date this Option is approved by the Board.

               (g)  "ERISA"  shall  mean  the  Employee  Retirement  Income
          Security Act, as amended.

               (h)  "Exchange Act" shall  mean the Securities Exchange  Act
          of 1934, as amended.

               (i)  "Fair Market Value" shall mean:

                           (i)     If  Shares  are  listed  on  a  national
                    securities exchange at the date of determining the Fair
                    Market Value,
(A)  The mean of the  high and low sales
                         price on  such exchange on the  Date of Grant
                         as  reported  in  any  newspaper  of  general
                         circulation, or

                              (B)  If the Shares shall not have traded
                         on such  exchange on  such date, the  mean of
                         the high and low sales price on such exchange
                         on the  next day  prior thereto on  which the
                         Shares  were so  traded  as  reported in  any
                         newspaper of general circulation; or

                          (ii)     If  Shares  shall   not  be  listed   as
                    provided  in Subsection 2(h)(i),  a value determined by
                    any  fair  and  reasonable   means  prescribed  by  the
                    Committee.

               (j)  "Internal  Revenue  Code"  or  "Code"  shall  mean  the
          Internal Revenue Code of 1986, as it now exists or may be amended
          from time to time.

               (k)  "Nonqualified Stock  Option" shall mean a  stock option
          that is not an  incentive stock option as defined  in Section 422
          of the Internal Revenue Code.

               (l)  "Option"   (when   capitalized)    shall   mean    this
          Nonqualified Stock Option exercisable for 25,000 shares of Common
          Stock granted to  Robert G. Stone, Jr.,  which is deemed to  be a
          Plan pursuant to Rule 16b-3 under the Exchange Act.

               (m)  "Option Period" shall mean the period commencing on the
          date hereof and ending on July 20, 2003, or such earlier dates as
          the Option may terminate under Section 9 hereof.

               (n)  "Optionee" shall mean Robert G. Stone, Jr.

               (o)  "Share(s)" shall  mean a share or shares  of the Common
          Stock.

               (p)  "Subsidiary" shall mean any corporation (other than the
          Company) in any unbroken chain of corporations beginning with the
          Company if,  at the time of  the granting of the  Option, each of
          the corporations other  than the last corporation in the unbroken
          chain owns stock  possessing 50%  or more of  the total  combined
          voting  power  of all  classes  of  stock  in one  of  the  other
          corporations in such chain.

                                        II-60
Section 3.  Grant of Option.

               The Company hereby grants to the Optionee on the date hereof
          an option to purchase 25,000 shares  of Common Stock on the terms
          and conditions herein provided.

          Section 4.  Rule 16b-3 Plan and Stockholder Approval.

               The Company  intends  for this  Option  to comply  with  the
          requirements  of Rule  16b-3  promulgated by  the Securities  and
          Exchange Commission  pursuant to the Exchange  Act.  Accordingly,
          this  Option shall terminate and become null and void unless this
          Option  is approved by the stockholders of the Company within one
          (1) year after the Effective Date at a meeting of stockholders of
          the Company at  which a quorum is present by  stockholders of the
          Company owning a majority of the issued and outstanding shares of
          Common Stock represented at such meeting.

          Section 5.  Exercise Price.

               The exercise price per share of Common Stock subject to this
          Option  is $18.625, which price was the  mean of the high and low
          sales price of  Common Stock  on the American  Stock Exchange  on
          July 20, 1993 as  reported by The Wall Street  Journal, Southwest
          Edition.

          Section 6.  Vesting Schedule.

               (a)  The  Option to  purchase Shares  of Common  Stock shall
          vest 20% of  the total number of Shares initially subject to such
          Option (as such number may be adjusted pursuant to Section 11) on
          January 20, 1994 and 20%  on the date of the  annual stockholders
          meeting beginning in 1994, if following such meeting the Optionee
          is a member of the Board.

               (b)  Notwithstanding the foregoing, the Option shall vest as
          to all Shares then subject to  this Option upon the occurrence of
          any of the following events:

               (1)  a  transaction (or  series  of  transactions  occurring
                    within  a 60-day period or pursuant  to a plan approved
                    by the Board or the shareholders of the Company) occurs
                    which has  the result that stockholders  of the Company
                    immediately  before  such   transaction  cease  to  own
                    directly or indirectly at least 51% of the voting stock
                    of  the Company or of any entity which results from the
                    participation  of  the  Company, in  a  reorganization,
                    consolidation, merger, liquidation or any other form of
                    corporate transaction;

               (2)  all or substantially  all of the assets of  the Company
                    shall be sold or otherwise disposed of except that this
                    Option  shall not vest as to all Shares then subject to
                    this Option if after such  sale or disposition (i)  the
stockholders of  the Company immediately prior  to such
                    transaction continue  to own at least 51% of the voting
                    stock of  the entities  which acquired  50% or  more in
                    value  of the assets of the Company so sold or conveyed
                    and  (ii) the  acquiring  entity agrees  to assume  the
                    obligations of the Company under this Agreement; or 

               (3)  the  occurrence of  a  merger,  consolidation or  other
                    reorganization of the Company  under the terms of which
                    the surviving entity does not assume the obligations of
                    the Company under this Agreement.

          Section 7.  Type of Option.

               The Option  granted hereunder shall be  a Nonqualified Stock
          Option.

          Section 8.  Exercise of the Option.

               (a)  This  Option   shall  not   be  exercisable  prior   to
          January 20, 1994.   After  January 20, 1994,  this Option  may be
          exercised at  any time and  from time to  time during  the Option
          Period,  in whole or  in part, with  respect to Shares  that have
          vested  in accordance  with Section 6  hereof.   If  the Optionee
          exercises this Option  prior to stockholder approval of this Plan
          as provided in  Section 4  hereof, the Optionee  must tender  the
          exercise price at the time of exercise and the Company shall hold
          the exercise  price and the Shares to  be issued pursuant to such
          exercise until the stockholders approve the Plan.  If the Plan is
          approved by the stockholders, the Company shall issue and deliver
          the Shares as  to which the  Option has been  exercised.  If  the
          Plan  is not  approved  by the  stockholders,  the Company  shall
          return  the exercise price to the  Optionee and no Shares will be
          issued.

               (b)  This Option may be  exercised (i) during the Optionee's
          lifetime,  solely by  the Optionee or  (ii) after  the Optionee's
          death, by the personal representative of the Optionee's estate or
          the  person or persons entitled  thereto under his  will or under
          the laws of descent and distribution.

               (c)  This  Option shall  be  deemed exercised  when (i)  the
          Company has received written notice of such exercise delivered to
          the  Company in  accordance  with the  terms of  Subsection 17(l)
          hereof,  (ii) full payment of the aggregate exercise price of the
          Shares as to which the  Option is exercised has been  tendered to
          the Company,  and (iii) arrangements that are satisfactory to the
          Committee  in  its  sole  discretion   have  been  made  for  the
          Optionee's payment to the Company of the amount, if any, that the
          Company determines to be necessary for the Company to withhold in
          accordance   with  applicable   federal   or  state   income  tax
          withholding requirements.
(d)  The  exercise price  of any  Shares purchased  shall be
          paid  (i) solely  in cash,  by certified  or cashier's  check, by
          money  order or by  personal check or  (ii) at the  option of the
          Optionee, in Common Stock theretofore owned  by such Optionee (or
          by  a combination of the  above); provided, however,  that if the
          Optionee  acquired  such  stock  to be  surrendered  directly  or
          indirectly from the Company,  he shall have owned such  stock for
          six months prior  to using  such stock to  exercise this  Option.
          For purposes of determining  the amount, if any, of  the exercise
          price  satisfied by  payment in Common  Stock, such  Common Stock
          shall be valued at its Fair Market Value on the date of exercise.
          Any Common Stock delivered in satisfaction of all or a portion of
          the exercise  price shall be appropriately  endorsed for transfer
          and assignment to the Company.

               (e)  The Optionee shall not  be, nor have any of  the rights
          or  privileges of, a stockholder  of the Company  with respect to
          any  Shares purchasable  upon the  exercise of  any part  of this
          Option  unless  and until  certificates representing  such Shares
          shall have been issued by the Company to the Optionee.

          Section 9.  Termination of Option Period.

               (a)  The   unexercised   portion   of   this   Option  shall
          automatically and  without notice  terminate and become  null and
          void upon the earliest to occur of the following:

                 (i)     one (1) year after the death of the Optionee; or

                (ii)     July 20, 2003.

               (b)  The  Committee in  its sole  discretion may,  by giving
          written notice to  the Optionee ("Cancellation Notice"),  cancel,
          effective  upon the  date of  the consummation  of  any corporate
          transaction described  in Subsection 6(b) hereof,  any portion of
          this  Option  which  remains  unexercised  on  such date.    Such
          cancellation  notice shall be given to Optionee at least ten (10)
          days prior to the date of cancellation.

          Section 10.  Assignability.

               This Option  is  not assignable  or  otherwise  transferable
          except by will or the laws of descent and distribution.

          Section 11.  Adjustments.

               (a)  If at  any time while  any unexercised portion  of this
          Option is outstanding there  shall be an increase or  decrease in
          the  number   of  issued  and  outstanding   Shares  through  the
          declaration of  a stock dividend or  through any recapitalization
          resulting in a stock split-up, combination or exchange of Shares,
          then appropriate adjustment shall be made in the number of Shares

                                        II-63
and the  exercise price  per  Share subject  to such  outstanding
          portion  of this  Option,  so that  the  same proportion  of  the
          Company's issued  and outstanding Shares shall  remain subject to
          purchase at the same aggregate exercise price.

               (b)  In  the  event  of  a merger,  consolidation  or  other
          reorganization of  the  Company  under the  terms  of  which  the
          Company  is  not the  surviving  corporation,  but the  surviving
          corporation elects to assume this  Option, the Optionee shall  be
          entitled  to  receive, upon  the  exercise of  this  Option, with
          respect to  each Share (i) the  number of shares of  stock of the
          surviving corporation  (or equity  interest in any  other entity)
          and  (ii)  any other  notes, evidences  of indebtedness  or other
          property, that  Optionee would  have received in  connection with
          such  merger,  consolidation  or   other  reorganization  had  he
          executed the Option  with respect to such Share immediately prior
          to such merger, consolidation or other reorganization.

               (c)  Except  as otherwise  expressly  provided  herein,  the
          issuance by  the Company of  shares of  its capital stock  of any
          class, or securities convertible into  shares of capital stock of
          any  class, either  in connection  with direct  sale or  upon the
          exercise of  rights or warrants  to subscribe  therefor, or  upon
          conversion of  shares or  obligations of the  Company convertible
          into  such shares or other  securities, shall not  affect, and no
          adjustment by reason thereof  shall be made with respect  to, the
          number  of or  exercise  price of  Shares  then subject  to  this
          Option.

               (d)  Without limiting  the generality of  the foregoing, the
          existence of this Option shall not affect in any manner the right
          or power of the Company to make,  authorize or consummate (i) any
          or  all adjustments, recapitalizations,  reorganizations or other
          changes in the  Company's capital structure or its business; (ii)
          any  merger or consolidation of  the Company; (iii)  any issue by
          the Company of debt securities, or preferred  or preference stock
          that would rank above the Shares subject to this Option; (iv) the
          dissolution or liquidation of the Company; (v) any sale, transfer
          or assignment of all or any part of the assets or business of the
          Company; or (vi) any  other corporate act or  proceeding, whether
          of a similar character or otherwise.

          Section 12.  Purchase for Investment.

               As  a condition of any  issuance of a  stock certificate for
          Shares, the Committee may obtain such agreements or undertakings,
          if  any,  as  it  may  deem  necessary  or  advisable  to  assure
          compliance  with any  provision  of this  Option  or any  law  or
          regulation, including, but not limited to, the following:

               (a)  a representation  and warranty  by the Optionee  to the
          Company,  at  the  time this  Option  is  exercised,  that he  is
          acquiring the Shares  to be issued to him for  investment and not
with a view to, or for sale in connection with, the  distribution
          of any such Shares; and

               (b)  a representation, warranty or  agreement to be bound by
          any  legends that are, in the opinion of the Committee, necessary
          or  appropriate to comply  with the provisions  of any securities
          law deemed by the  Committee to be applicable to  the issuance of
          the Shares  and are  endorsed upon the  certificates representing
          the Shares.

          Section     13.  Amendment,    Modification,     Suspension    or
          Discontinuance of this Plan.

               For the purpose  of complying  with changes in  the Code  or
          ERISA,  the Committee may amend, modify, suspend or terminate the
          Option any time without the  consent of the Optionee and for  the
          purpose  of meeting  or  addressing any  other  changes in  legal
          requirements  or  any other  purpose,  the  Committee may  amend,
          modify,  suspend  or terminate  the  Option only  once  every six
          months; provided that no such amendment, modification, suspension
          or  termination shall  materially impair  the Option  without the
          consent of the Optionee.

          Section 14.  Government Regulations.

               This Option, and the  obligation of the Company to  sell and
          deliver  Shares  under  this  Option,  shall  be subject  to  all
          applicable laws, rules and regulations, and to such approvals  by
          any governmental agencies or national securities exchanges as may
          be required.

          Section 15.  Withholding.

               Prior to the issuance  of any Shares to Optionee  under this
          Option,  Optionee shall pay to the Company in a form satisfactory
          to the Company the  amount (if any) which the  Company reasonably
          determines  to be necessary for  the employer of  the Optionee to
          withhold  in  accordance with  applicable  federal  or state  tax
          withholding requirements.

          Section 16.  Administration of the Plan.

               (a)  This  Option shall  be administered  by the  Committee.
          The Committee  shall be the  Compensation Committee of  the Board
          excluding  Optionee  (if  he  is  a  member of  the  Compensation
          Committee); provided, however, that  for purposes of this Option,
          the  Committee shall  consist of  not less than  two individuals;
          provided further,  however, that if no  Compensation Committee is
          appointed,  the Board (if  a majority of which  and a majority of
          the  Directors acting  on any  matter are  Disinterested Persons)
          shall  administer the Option and  in such case  all references to
          the Committee shall be deemed to be references to the Board.  The
          Committee shall have all of the  powers of the Board with respect
          to the Option.
(b)  The Committee,  from time to time, may  adopt rules and
          regulations for carrying  out the  purposes of the  Option.   The
          determinations  and the  interpretation and  construction of  any
          provision  of  the Option  by the  Committee  shall be  final and
          conclusive.

               (c)  Any   and  all  decisions   or  determinations  of  the
          Committee  shall be  made either  (i) by  a majority vote  of the
          members of the Committee at a  meeting, or (ii) without a meeting
          by  the  written approval  of a  majority of  the members  of the
          Committee.

               (d)  Subject to  the express provisions of  this Option, the
          Committee  shall have  the  authority, in  its sole  and absolute
          discretion (i)  to adopt,  amend, and rescind  administrative and
          interpretive rules and regulations  relating to this Option; (ii)
          to  construe the  terms  of this  Option;  (iii) as  provided  in
          Subsection  11,   upon  certain   events   to  make   appropriate
          adjustments to the exercise price and number of Shares subject to
          this  Option;  and  (iv) to  make  all  other  determinations and
          perform all  other acts necessary or  advisable for administering
          this Option,  including the  delegation of such  ministerial acts
          and  responsibilities as  the Committee  deems appropriate.   The
          Committee  may  correct any  defect  or  supply  any omission  or
          reconcile any inconsistency in  this Option in the manner  and to
          the extent it  shall deem expedient to carry it  into effect, and
          it  shall be the  sole and final  judge of such  expediency.  The
          Committee shall  have full discretion to  make all determinations
          on the matters  referred to  in this Subsection  16(d), and  such
          determinations shall be final, binding and conclusive.

          Section 17.  Miscellaneous.

               (a)  The  proceeds received by the  Company from the sale of
          Shares  pursuant  to  this  Option  shall  be  used  for  general
          corporate purposes.

               (b)  This Option shall be  in addition to regular director's
          fees  paid to  the  Optionee and  stock  options granted  to  the
          Optionee  pursuant to  the Company's  1989 Director  Stock Option
          Plan or other stock option plans of the Company or other benefits
          with respect  to  Optionee's position  with  the Company  or  its
          Subsidiaries.  Nothing contained in this Option shall confer upon
          the  Optionee the right to continue  as a director or Chairman of
          the Board of the Company, or interfere in any way with the rights
          of the  Company to terminate his status as a director or Chairman
          of the Board.

               (c)  Neither  the members of the Board nor any member of the
          Committee shall be liable for any act, omission, or determination
          taken  or made  in good  faith with respect  to this  Option, and
          members of the  Board and the Committee shall, in addition to all

                                        II-66
other rights of indemnification and reimbursement, be entitled to
          indemnification and  reimbursement by  the Company in  respect of
          any claim,  loss, damage, or expense  (including attorneys' fees,
          the  costs  of settling  any  suit, provided  such  settlement is
          approved by  independent legal  counsel selected by  the Company,
          and amounts paid in satisfaction of a judgment, except a judgment
          based on a finding  of bad faith) arising from  such claim, loss,
          damage, or expense  to the full extent permitted by law and under
          any  directors'  and  officers'  liability  or  similar insurance
          coverage that may from time to time be in effect.

               (d)  Any  payment of  cash or  any issuance  or transfer  of
          Shares to the  Optionee, or  to his  legal representative,  heir,
          legatee,  or distributee,  in accordance  with the  provisions of
          this   Option,  shall,  to   the  extent  thereof,   be  in  full
          satisfaction of all claims of  such persons under the Plan.   The
          Committee may  require any Optionee, legal  representative, heir,
          legatee or distributee as a  condition precedent to such  payment
          or  issuance  or transfer  of Shares,  to  execute a  release and
          receipt for such  payment or  issuance or transfer  of Shares  in
          such form as it shall determine.

               (e)  Neither the Committee nor the Company guarantees Shares
          from loss or depreciation.

               (f)  All   expenses   incident   to    the   administration,
          termination,  or protection  of this  Option, including,  but not
          limited  to,  legal and  accounting fees,  shall  be paid  by the
          Company; provided, however, the  Company may recover any and  all
          damages,  fees, expenses  and costs  arising out  of any  actions
          taken by the Company to enforce its rights under this Option.

               (g)  Records  of the  Company  shall be  conclusive for  all
          purposes under this Option, unless determined by the Committee to
          be incorrect.

               (h)  The  Company   shall,  upon   request  or  as   may  be
          specifically required under this  Option, furnish or cause to  be
          furnished  all  of  the  information  or  documentation  that  is
          necessary  or required by the Committee to perform its duties and
          functions under this Option.

               (i)  The Company assumes no liability to the Optionee or his
          legal representatives, heirs, legatees, distributees or permitted
          assigns  for any act of,  or failure to  act on the  part of, the
          Committee.

               (j)  Any  action required  of the  Company relating  to this
          Option shall be by resolution of its Board, the Committee or by a
          person  authorized to  act  by resolution  of  the Board  or  the
          Committee.

               (k)  If any provision of  this Option is held to  be illegal
          or invalid for any reason, the illegality or invalidity shall not
affect  the  remaining  provisions   of  this  Option,  but  such
          provision shall  be fully  severable, and  this  Option shall  be
          construed and enforced as if the illegal or invalid provision had
          never been included in this Option.

               (l)  Whenever any notice is required or permitted under this
          Option,  such notice must be  in writing and personally delivered
          or  sent by mail or  delivery by a  nationally recognized courier
          service.   Any notice required or permitted to be delivered under
          this Option shall be deemed to be delivered on the  date on which
          it  is  personally delivered,  or,  if  mailed, whether  actually
          received or not, on the third Business Day after it is  deposited
          in  the  United States  mail,  certified  or registered,  postage
          prepaid, addressed  to the  person who  is to  receive it at  the
          address  which such  person has  previously specified  by written
          notice delivered in  accordance with this Subsection 17(l) or, if
          by courier, seventy-two (72) hours after it is sent, addressed as
          described  in this Subsection 17(l).  The Company or the Optionee
          may change, at any time and from time to time,  by written notice
          to the other, the address which it or he had previously specified
          for receiving  notices.   Until changed  in accordance  with this
          Option, the Company and the Optionee shall specify as its and his
          address  for receiving  notices  the address  set  forth in  this
          Option pertaining to the Shares to which such notice relates.

               (m)  Any  person entitled  to notice  under this  Option may
          waive such notice.

               (n)  This  Option shall  be binding  upon the  Optionee, his
          legal representatives, heirs, legatees and distributees upon  the
          Company, its successors,  and assigns,  and upon  the Board,  the
          Committee and its successors.

               (o)  The titles  and headings  of Sections are  included for
          convenience of reference  only and  are not to  be considered  in
          construction of the Option's provisions.

               (p)  All questions arising with respect to the provisions of
          this Option shall be determined by application of the laws of the
          State of  Texas except to  the extent Texas  law is preempted  by
          federal law or  Nevada corporate  law that is  controlling.   The
          obligation of the Company  to sell and deliver Shares  under this
          Option is subject to  applicable laws and to the approval  of any
          governmental   authority   required   in  connection   with   the
          authorization, issuance, sale, or delivery of such Shares.

               (q)  Words used in the masculine shall apply to the feminine
          where  applicable,  and  wherever  the  context  of  this  Option
          dictates,  the plural  shall  be read  as  the singular  and  the
          singular as the plural.

          ADOPTED BY THE BOARD OF DIRECTORS:  July 20, 1993

          APPROVED BY THE STOCKHOLDERS:  April 19, 1994
Address:  1775 St. James Place               KIRBY CORPORATION
                    Suite 300
                    Houston, Texas 77056 
                                             By  /s/  George  A.  Peterkin,
          Jr.                                                              
                                                George  A.  Peterkin,  Jr.,
          President

          Address:  39th Floor, Chrysler Bldg.         /s/ Robert G. Stone,
          Jr.                                                              
                    405 Lexington Avenue               Robert   G.   Stone,
          Jr., Optionee
                    New York, NY  10174

                                        II-69
EXHIBIT 5.1
February 3, 1995

          Kirby Corporation
          1775 St. James Place
          Suite 300
          Houston, Texas 77056

               Re:  Registration Statement on Form S-8 

          Gentlemen:

               We  have acted  as counsel  to Kirby  Corporation, a  Nevada
          corporation (the  "Company"), in connection with  the preparation
          of  the Registration  Statement  on Form  S-8 (the  "Registration
          Statement")  to  be  filed   with  the  Securities  and  Exchange
          Commission on February 3, 1995, under the Securities Act of 1993,
          as  amended (the  "Securities  Act"), relating  to (i)  1,000,000
          shares of the $.10 par value common stock (the "Common Stock") of
          the  Company  that may  be issued  upon  the exercise  of options
          granted  or that may be granted  under 1994 Employee Stock Option
          Plan  for  Kirby Corporation  (the  "1994  Employee Plan"),  (ii)
          100,000 shares of Common Stock of  the Company that may be issued
          upon the exercise of options granted or that may be granted under
          the  1994  Nonemployee  Director  Stock  Option  Plan  for  Kirby
          Corporation (the  "1994 Director Plan"), and  (iii) 25,000 shares
          of Common  Stock of  the  Company that  may  be issued  upon  the
          exercise of the 1993 Stock Option of Kirby Corporation for Robert
          G.  Stone,  Jr. (the  "Stone Plan",  and  together with  the 1994
          Employee Plan and the 1994 Director Plan, the "Plans").

               You  have requested the opinion of this firm with respect to
          certain legal  aspects of the  proposed offering.   In connection
          therewith,  we have  examined and  relied  upon the  original, or
          copies  identified  to  our  satisfaction, of  (1)  the  Restated
          Articles  of Incorporation and the Bylaws of the Company, each as
          amended; (2) minutes and records of the  corporate proceedings of
          the  Company with  respect to  the establishment  of each  of the
          Plans  and  the reservation  of  1,125,000  additional shares  of
          Common  Stock to be issued  upon the exercise  of options granted
          under the Plans  (collectively, the "Options")  and to which  the
          Registration  Statement relates;  (3) the  Registration Statement
          and exhibits  thereto, including  the Plans; and  (4) such  other
          documents and  instruments as  we have  deemed necessary for  the

                                        II-71
expression  of  the opinions  herein  contained.   In  making the
          foregoing examinations,  we have  assumed the genuineness  of all
          signatures and the authenticity of  all documents submitted to us
          as originals, and  the conformity  to original  documents of  all
          documents submitted to us as certified or photostatic copies.  As
          to various questions of fact material to this opinion, and  as to
          the  content and form of  the Restated Articles of Incorporation,
          the Bylaws, minutes, records,  resolutions and other documents or
          writings of  the Company, we have  relied, to the extent  we deem
          reasonably appropriate, upon  representations or certificates  of
          officers or  directors of the Company and upon documents, records
          and  instruments   furnished  to  us  by   the  Company,  without
          independent confirmation or verification of their accuracy.

               Based  upon  our  examination   and  consideration  of,  and
          reliance on, the documents and other matters described above, and
          subject to the comments and exceptions noted below, we are of the
          opinion that  the  Company  presently  has  available  sufficient
          shares  of authorized  but unissued shares  of Common  Stock from
          which  the 1,125,000  shares  of  Common  Stock  subject  to  the
          exercise of  Options may be  issued.  Furthermore,  assuming that
          (i)  the outstanding Options were duly granted, the Options to be
          granted in the  future are  duly granted in  accordance with  the
          terms of the applicable Plan and the shares of Common Stock to be
          issued pursuant to  the exercise  of Options are  duly issued  in
          accordance  with  the terms  of  the  applicable Plan,  (ii)  the
          Company maintains  an adequate number of  authorized but unissued
          shares  and/or  treasury shares  of  Common  Stock available  for
          issuance  to those  persons who  exercise Options, and  (iii) the
          consideration for shares  of Common Stock issued  pursuant to the
          exercise  of  Options  is actually  received  by  the Company  in
          accordance  with the terms of the applicable Plan and exceeds the
          par value of such shares, then are of the opinion that the shares
          of Common Stock issued pursuant to the exercise of Options and in
          accordance  with the terms of  the applicable Plan,  will be duly
          and validly issued, fully paid and nonassessable.

               We  hereby consent  to  the filing  of  this opinion  as  an
          exhibit to  the Registration Statement  and to references  to our
          firm  included in or made  a part of  the Registration Statement.
          In giving this  consent, we do not admit that  we come within the
          category of person whose  consent is required under Section  7 of
          the Securities Act or the Rules and Regulations of the Securities
          and Exchange Commission thereunder.

                                        Very truly yours,

                                        JENKENS & GILCHRIST, 
                                        a Professional Corporation

                                        II-72
By:                                
                                             Henry Gilchrist

          HG/GC/kb
EXHIBIT 23.2
Exhibit 23.2

                            INDEPENDENT AUDITOR'S CONSENT

          We consent to the incorporation by reference in this Registration
          Statement of Kirby Corporation  on Form S-8 of our  reports dated
          March 2, 1992, except  for Note 2 as  to which the date  is March
          18,  1992 (relating  to Kirby  Corporation and  subsidiaries) and
          February 28,  1994 (relating  to Universal Insurance  Company and
          subsidiaries not  presented separately herein), appearing  in the
          Annual  Report on  Form 10-K  of Kirby  Corporation for  the year
          ended December 31, 1993.

          DELOITTE & TOUCHE LLP

          Houston, Texas
          January 31, 1995

                                        II-75
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT

          The Board of Directors
          Kirby Corporation

          We  consent to the incorporation by reference of our reports into
          the Registration Statement of Kirby  Corporation of Form S-8,  to
          which this consent is an exhibit.

          Our reports refer  to changes  in the methods  of accounting  for
          income   taxes,  postretirement  benefits  other  than  pensions,
          certain investments in debt  and equity securities and accounting
          and reporting for reinsurance of short-duration and long-duration
          contracts.

                                   KPMG Peat Marwick LLP

          Houston, Texas
          February 1, 1995