As filed with the Securities and Exchange Commission on August 19, 1997
                                                     Registration No. 333-______
================================================================================

                       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 200
             Houston, Texas                                       77056
 (Address of principal executive offices)                      (Zip Code)
      --------------------------------------------------------------------
              1996 EMPLOYEE STOCK OPTION PLAN FOR KIRBY CORPORATION
                            (Full title of the plan)
      --------------------------------------------------------------------
                J. H. Pyne                                     Copy to:
                 President                               Henry Gilchrist, Esq.
            Kirby Corporation                            Jenkens & Gilchrist,
     1775 St. James Place, Suite 200                 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
================================================================================
Title of                 
Class of                       Proposed          Proposed
Securities      Amount         Maximum           Maximum           Amount of
  to be         to be       Offering Price       Aggregate        Registration
Registered  Registered(1)  per Share(2)(3)  Offering Price(2)(3)      Fee(3)
--------------------------------------------------------------------------------
Common
Stock,
$0.10 par
value per      900,000
 share         Shares           $19.50          $17,518,125          $5,309
================================================================================

     (1) The securities to be registered  consist of 900,000 shares reserved for
issuance  under the 1996 Employee Stock Option Plan for Kirby  Corporation  (the
"Plan").

     (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)
204,000  shares of Common Stock  reserved for issuance  under the Plan,  but not
subject to outstanding stock options,  at a price per share of $19.34375,  which
is the average of the highest and lowest selling price per share of Common Stock
on the New York Stock Exchange,  Inc. on August 14, 1997, and (ii) the following
shares of Common  Stock  reserved  for  issuance  under the Plan and  subject to
options already granted thereunder at the following exercise price:

            Number of Shares
            of Common Stock                             Exercise Price
            Subject to Outstanding Options              Per Share
            ------------------------------              --------------------
            696,000                                     $19.50



================================================================================





CORPDAL:62512.3 13085-00001

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.  Plan Information*
         ----------------
Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------

                                     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, 1996;

          (2) the registrant's  Quarterly  Reports on Form 10-Q for the quarters
     ended March 31, 1997 and June 30, 1997, each filed with the Commission;

          (3) 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.  Thomas G. Adler, the Secretary of the registrant is a
shareholder  of  Jenkens  &  Gilchrist,  a  Professional  Corporation  and Henry
Gilchrist,  an Advisory  Director of the registrant,  is Of Counsel to Jenkens &
Gilchrist, a Professional Corporation.  As of June 30, 1997, Mr. Gilchrist owned
1,000 shares of Common Stock and held options to purchase 7,500 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

     (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
--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

CORPDAL:62512.3 13085-00001
                                      II-1

<PAGE>
         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  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.

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


CORPDAL:62512.3 13085-00001
                                      II-2

<PAGE>

                    (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.

         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 

CORPDAL:62512.3 13085-00001
                                      II-3

<PAGE>



owns  shares of capital  stock or of which the  registrant  is a creditor  (each
ofwhich  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.

     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, Advisory
Director,  certain key employees,  including  Brian K. Harrington and G. Stephen
Holcomb  and Thomas G. Adler,  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 from Exhibit 3.1 to
               the  registrant's  Registration  Statement on Form S-3,  Reg. No.
               33-30832, filed with the Commission on August 30, 1989).

          4.2  Certificate of Amendment of Restated Articles of Incorporation of
               the registrant (incorporated by reference from Exhibit 3.2 to the
               registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1990).

          4.3  Bylaws of the registrant, as amended,  (incorporated by reference
               from Exhibit 3.2 to the  registrant's  Registration  Statement on
               Form S-3, Reg. No. 33-30832,  filed with the Commission on August
               30, 1989).

          4.4  Amendment to Bylaws of the registrant  (incorporated by reference
               from Exhibit 3.4 to the  registrant's  Annual Report on Form 10-K
               for the year ended December 31, 1990).

          4.5  1996   Employee   Stock   Option   Plan  for  Kirby   Corporation
               (incorporated by reference from Exhibit 10.24 to the registrant's
               Annual Report on Form 10-K for the year ended December 31, 1996).

          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 KPMG Peat Marwick, LLP


CORPDAL:62512.3 13085-00001
                                      II-4

<PAGE>



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

*        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  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.

CORPDAL:62512.3 13085-00001
                                      II-5

<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 August 19, 1997.


                                      KIRBY CORPORATION



                                      By:  /s/ J. H. Pyne
                                           -------------------------------------
                                           J. H. Pyne
                                           President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints  J. H.  Pyne,  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
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
attorney-in-fact and agent, 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/George A. Peterkin, Jr.  Chairman of the Board and            August 19, 1997
--------------------------  Director of the Company
George A. Peterkin, Jr. 

/s/J. H. Pyne               President, Director of the           August 19, 1997
--------------------------  Company and Principal
J. H. Pyne                  Executive Officer

/s/Brian K. Harrington      Senior Vice President, Treasurer,    August 19, 1997
--------------------------  Assistant Secretary and Principal
Brian K. Harrington         Financial Officer of the Company

/s/G. Stephen Holcomb       Vice President, Controller,          August 19, 1997
--------------------------  Assistant Secretary and Principal
G. Stephen Holcomb          Accounting Officer of the Director
                            of the Company  

/s/George F. Clements, Jr.  Director of the Company              August 19, 1997
--------------------------
George F. Clements, Jr.

/s/C. Sean Day              Director of the Company              August 19, 1997
--------------------------
C. Sean Day


CORPDAL:62512.3 13085-00001

<PAGE>



/s/William M. Lamont, Jr.   Director of the Company              August 19, 1997
--------------------------
William M. Lamont, Jr.

/s/Robert G. Stone, Jr.     Director of the Company              August 19, 1997
--------------------------
Robert G. Stone, Jr.

/s/Thomas M. Taylor         Director of the Company              August 19, 1997
--------------------------
Thomas M. Taylor

/s/J. Virgil Waggoner       Director of the Company              August 19, 1997
--------------------------
J. Virgil Waggoner


CORPDAL:62512.3 13085-00001
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28757}]
{"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": "333-33913", "film-number": "97666209"}, "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 August 19, 1997
                                                     Registration No. 333-______
================================================================================

                       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 200
             Houston, Texas                                       77056
 (Address of principal executive offices)                      (Zip Code)
      --------------------------------------------------------------------
              1996 EMPLOYEE STOCK OPTION PLAN FOR KIRBY CORPORATION
                            (Full title of the plan)
      --------------------------------------------------------------------
                J. H. Pyne                                     Copy to:
                 President                               Henry Gilchrist, Esq.
            Kirby Corporation                            Jenkens & Gilchrist,
     1775 St. James Place, Suite 200                 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
================================================================================
Title of                 
Class of                       Proposed          Proposed
Securities      Amount         Maximum           Maximum           Amount of
  to be         to be       Offering Price       Aggregate        Registration
Registered  Registered(1)  per Share(2)(3)  Offering Price(2)(3)      Fee(3)
--------------------------------------------------------------------------------
Common
Stock,
$0.10 par
value per      900,000
 share         Shares           $19.50          $17,518,125          $5,309
================================================================================

     (1) The securities to be registered  consist of 900,000 shares reserved for
issuance  under the 1996 Employee Stock Option Plan for Kirby  Corporation  (the
"Plan").

     (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)
204,000  shares of Common Stock  reserved for issuance  under the Plan,  but not
subject to outstanding stock options,  at a price per share of $19.34375,  which
is the average of the highest and lowest selling price per share of Common Stock
on the New York Stock Exchange,  Inc. on August 14, 1997, and (ii) the following
shares of Common  Stock  reserved  for  issuance  under the Plan and  subject to
options already granted thereunder at the following exercise price:

            Number of Shares
            of Common Stock                             Exercise Price
            Subject to Outstanding Options              Per Share
            ------------------------------              --------------------
            696,000                                     $19.50

================================================================================

CORPDAL:62512.3 13085-00001
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
         ----------------
Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------

                                     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, 1996;

          (2) the registrant's  Quarterly  Reports on Form 10-Q for the quarters
     ended March 31, 1997 and June 30, 1997, each filed with the Commission;

          (3) 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.  Thomas G. Adler, the Secretary of the registrant is a
shareholder  of  Jenkens  &  Gilchrist,  a  Professional  Corporation  and Henry
Gilchrist,  an Advisory  Director of the registrant,  is Of Counsel to Jenkens &
Gilchrist, a Professional Corporation.  As of June 30, 1997, Mr. Gilchrist owned
1,000 shares of Common Stock and held options to purchase 7,500 shares of Common
Stock.

Item 6.  Indemnification of Directors and Officers.

     (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
--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

CORPDAL:62512.3 13085-00001
                                      II-1
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  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.

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

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                                      II-2
(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.

         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 

CORPDAL:62512.3 13085-00001
                                      II-3
owns  shares of capital  stock or of which the  registrant  is a creditor  (each
ofwhich  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.

     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, Advisory
Director,  certain key employees,  including  Brian K. Harrington and G. Stephen
Holcomb  and Thomas G. Adler,  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 from Exhibit 3.1 to
               the  registrant's  Registration  Statement on Form S-3,  Reg. No.
               33-30832, filed with the Commission on August 30, 1989).

          4.2  Certificate of Amendment of Restated Articles of Incorporation of
               the registrant (incorporated by reference from Exhibit 3.2 to the
               registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1990).

          4.3  Bylaws of the registrant, as amended,  (incorporated by reference
               from Exhibit 3.2 to the  registrant's  Registration  Statement on
               Form S-3, Reg. No. 33-30832,  filed with the Commission on August
               30, 1989).

          4.4  Amendment to Bylaws of the registrant  (incorporated by reference
               from Exhibit 3.4 to the  registrant's  Annual Report on Form 10-K
               for the year ended December 31, 1990).

          4.5  1996   Employee   Stock   Option   Plan  for  Kirby   Corporation
               (incorporated by reference from Exhibit 10.24 to the registrant's
               Annual Report on Form 10-K for the year ended December 31, 1996).

          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 KPMG Peat Marwick, LLP

CORPDAL:62512.3 13085-00001
                                      II-4
--------------------

*        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  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.

CORPDAL:62512.3 13085-00001
                                      II-5
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 August 19, 1997.

                                      KIRBY CORPORATION

                                      By:  /s/ J. H. Pyne
                                           -------------------------------------
                                           J. H. Pyne
                                           President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below  constitutes  and  appoints  J. H.  Pyne,  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
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
attorney-in-fact and agent, 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/George A. Peterkin, Jr.  Chairman of the Board and            August 19, 1997
--------------------------  Director of the Company
George A. Peterkin, Jr. 

/s/J. H. Pyne               President, Director of the           August 19, 1997
--------------------------  Company and Principal
J. H. Pyne                  Executive Officer

/s/Brian K. Harrington      Senior Vice President, Treasurer,    August 19, 1997
--------------------------  Assistant Secretary and Principal
Brian K. Harrington         Financial Officer of the Company

/s/G. Stephen Holcomb       Vice President, Controller,          August 19, 1997
--------------------------  Assistant Secretary and Principal
G. Stephen Holcomb          Accounting Officer of the Director
                            of the Company  

/s/George F. Clements, Jr.  Director of the Company              August 19, 1997
--------------------------
George F. Clements, Jr.

/s/C. Sean Day              Director of the Company              August 19, 1997
--------------------------
C. Sean Day

CORPDAL:62512.3 13085-00001
/s/William M. Lamont, Jr.   Director of the Company              August 19, 1997
--------------------------
William M. Lamont, Jr.

/s/Robert G. Stone, Jr.     Director of the Company              August 19, 1997
--------------------------
Robert G. Stone, Jr.

/s/Thomas M. Taylor         Director of the Company              August 19, 1997
--------------------------
Thomas M. Taylor

/s/J. Virgil Waggoner       Director of the Company              August 19, 1997
--------------------------
J. Virgil Waggoner

CORPDAL:62512.3 13085-00001