As filed with the Securities and Exchange Commission on July 31, 2000
                                                  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.)

                           55 Waugh Drive, Suite 1000
                              Houston, Texas 77007
          (Address of principal executive offices, including zip code)

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

              2000 DIRECTOR STOCK OPTION PLAN FOR KIRBY CORPORATION

                            (Full title of the plan)
                       ----------------------------------

              J. H. Pyne                   Copy to: Thomas G. Adler, Esq.
              President                             Jenkens & Gilchrist,
              KIRBY CORPORATION                     A Professional Corporation
              55 Waugh Drive, Suite 1000            1445 Ross Avenue, Suite 3200
              Houston, Texas 77007                  Dallas, Texas 75202
              (Name and address of agent for service)

              (713) 435-1000
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                            <C>                   <C>                 <C>                      <C>
==========================================================================================================================
                                                     Proposed maximum       Proposed maximum
        Title of                 Amount to            offering price           aggregate                Amount of
securities to be registered    be registered (1)     per share (2)(3)    offering price (2)(3)    registration fee (3)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value           100,000                $22.125             $2,197,187.50              $580.06
$.10 per share
==========================================================================================================================

<FN>
(1)  Consists  of  100,000  shares of common  stock  reserved  for  issuance  to
directors of Kirby Corporation (the "Corporation") pursuant to the 2000 Director
Stock Option Plan for Kirby Corporation (the "Plan").  In addition,  pursuant to
Rule 416 under the  Securities  Act of 1933,  this  Registration  Statement also
covers an indeterminate  number of additional shares of the Corporation's Common
Stock (the "Common Stock")  issuable  pursuant to the exercise of options and/or
awards  granted or to be granted  under the Plan to  prevent  dilution  that may
result from any future stock  splits,  stock  dividends or similar  transactions
affecting the Common Stock.

(2)  Estimated solely for the purpose of computing the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common  stock  offered  hereunder  pursuant  to the Plan is based upon 95,000
shares of Common Stock  reserved for issuance under the Plan, but not subject to
outstanding stock options issued under the Plan, at a price of $22.125, which is
the average of the highest and lowest price per share of Common Stock on the New
York Stock  Exchange on July 28,  2000;  and (ii) 5,000  shares of Common  Stock
reserved for issuance and subject to stock  options  already  granted  under the
Plan at an exercise price of $19.0625 per share.

</FN>
</TABLE>


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

     (1)  the Corporation's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Commission;

     (2)  the Corporation's Annual Report on Form 11-K for the fiscal year ended
          December 31, 1999, filed with the Commission;

     (3)  the Corporation's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000, filed with the Commission;

     (4)  the Corporation's Current Report on Form 8-K filed with the Commission
          on October 14, 1999;

     (5)  the Corporation's Current Report on Form 8-K filed with the Commission
          on July 20, 2000; and

     (6)  the description of the Common Stock, par value $0.10 per share, of the
          Corporation  (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 Corporation 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.

--------
     *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.



<PAGE>



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 Corporation, is
a shareholder of Jenkens & Gilchrist, a Professional Corporation.

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  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



<PAGE>



               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  section  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 no 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:

                    (a) Does not  exclude  any  other  rights  to which a person
                    seeking  indemnification  or  advancement of expenses may be
                    entitled under thes articles of incorporation or any bylaws,



<PAGE>



                    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 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:



<PAGE>



                    (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  Corporation's  Bylaws provide that the  Corporation
                    shall  indemnify each and every present and former  director
                    and officer of the  Corporation,  and each and every  person
                    who  may  have  served  at the  Corporation's  request  as a
                    director  or  officer of  another  corporation  in which the
                    Corporation  owns  shares of  capital  stock or of which the
                    Corporation 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  Corporation  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  Corporation's
                    Restated Articles of Incorporation, statute, agreement, vote
                    of stockholders or otherwise.

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

                         Additionally, the Corporation's Bylaws provide that the
                    Corporation  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
                    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 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  Corporation  would
                    have the power to indemnify him against such liability under
                    the provisions of the Bylaws.

                    (c) The  Corporation  has entered into  agreements with each
                    Director  and  certain  key  officers,  including  Norman W.
                    Nolen, Mark R. Buese, Steven P. Valerius, Dorman L. Strahan,
                    Jack M. Sims, Connie C. Power,  Howard G. Runser, G. Stephen
                    Holcomb  and  Thomas  G.  Adler,  and  certain  officers  of
                    subsidiaries  of  the  Corporation,  that  provide  for  the
                    indemnification of such individuals for certain  liabilities
                    incurred in such capacity.




<PAGE>



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  Corporation'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  Corporation  (incorporated  by reference from Exhibit 3.2 to
               the  Corporation's  Annual Report on Form 10-K for the year ended
               December 31, 1990).

          4.3* 2000 Director Stock Option Plan for Kirby Corporation

          4.4* Form of Nonincentive  Stock Option  Agreement,  Kirby Corporation
               2000 Director Stock Option Plan

          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 LLP

         23.3* Consent of Deloitte & Touche LLP

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

*        Filed herewith.




<PAGE>



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 of 1933, 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 of 1933 (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.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of 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, State of Texas, on July 31, 2000.

                                    KIRBY CORPORATION

                                    By:/s/ J.H. Pyne
                                       -----------------------------------------
                                       J. H. Pyne
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby   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
or all amendments to this registration statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might  or  could  do  in  person  hereby  ratifying  and  confirming  that  said
attorney-in-fact  and agent or his  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

<TABLE>
<CAPTION>
<S>                                                     <C>                                              <C>
            Signature                                          Capacity                                     Date


/s/  C. Berdon Lawrence                                 Chairman of the Board and                        July 31, 2000
--------------------------------------------------      Director of the Company
C. Berdon Lawrence

/s/  J. H. Pyne                                         President, Director and Principal                July 31, 2000
-------------------------------------------------       Executive Officer of the Company
J. H. Pyne

/s/ Norman W. Nolen                                     Executive Vice President,                        July 31, 2000
---------------------------------------------------     Treasurer, Assistant Secretary and
Norman W. Nolen                                         Principal Financial Officer of the
                                                        Company

/s/  G. Stephen Holcomb                                 Vice President, Controller,                      July 31, 2000
---------------------------------------------------     Assistant Secretary and Principal
G. Stephen Holcomb                                      Accounting Officer of the
                                                        Company

/s/   Philip J. Burguieres                              Director of the Company                          July 31, 2000
-------------------------------------------------------
Philip J. Burguieres

/s/   C. Sean Day                                       Director of the Company                          July 31, 2000
-------------------------------------------------------
C. Sean Day

/s/   Bob G. Gower                                      Director of the Company                          July 31, 2000
-----------------------------------------------------
Bob G. Gower



<PAGE>




/s/  William M. Lamont, Jr.                             Director of the Company                          July 31, 2000
--------------------------------------------------
William M. Lamont, Jr.

/s/  George A. Peterkin, Jr.                            Director of the Company                          July 31, 2000
---------------------------------------------------
George A. Peterkin, Jr.

/s/  Robert G. Stone, Jr.                               Director of the Company                          July 31, 2000
------------------------------------------------------
Robert G. Stone, Jr.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2000 DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 30684}]
{"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": "333-42794", "film-number": "683957"}, "business-address": {"street1": "55 WAUGH DRIVE SUITE 1000", "city": "HOUSTON", "state": "TX", "zip": "77385", "phone": "7134351000"}, "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 July 31, 2000
                                                  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.)

                           55 Waugh Drive, Suite 1000
                              Houston, Texas 77007
          (Address of principal executive offices, including zip code)

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

              2000 DIRECTOR STOCK OPTION PLAN FOR KIRBY CORPORATION

                            (Full title of the plan)
                       ----------------------------------

              J. H. Pyne                   Copy to: Thomas G. Adler, Esq.
              President                             Jenkens & Gilchrist,
              KIRBY CORPORATION                     A Professional Corporation
              55 Waugh Drive, Suite 1000            1445 Ross Avenue, Suite 3200
              Houston, Texas 77007                  Dallas, Texas 75202
              (Name and address of agent for service)

              (713) 435-1000
              (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                     Proposed maximum       Proposed maximum
        Title of                 Amount to            offering price           aggregate                Amount of
securities to be registered    be registered (1)     per share (2)(3)    offering price (2)(3)    registration fee (3)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value           100,000                $22.125             $2,197,187.50              $580.06
$.10 per share
==========================================================================================================================
(1)  Consists  of  100,000  shares of common  stock  reserved  for  issuance  to
directors of Kirby Corporation (the "Corporation") pursuant to the 2000 Director
Stock Option Plan for Kirby Corporation (the "Plan").  In addition,  pursuant to
Rule 416 under the  Securities  Act of 1933,  this  Registration  Statement also
covers an indeterminate  number of additional shares of the Corporation's Common
Stock (the "Common Stock")  issuable  pursuant to the exercise of options and/or
awards  granted or to be granted  under the Plan to  prevent  dilution  that may
result from any future stock  splits,  stock  dividends or similar  transactions
affecting the Common Stock.

(2)  Estimated solely for the purpose of computing the registration fee.

(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of common  stock  offered  hereunder  pursuant  to the Plan is based upon 95,000
shares of Common Stock  reserved for issuance under the Plan, but not subject to
outstanding stock options issued under the Plan, at a price of $22.125, which is
the average of the highest and lowest price per share of Common Stock on the New
York Stock  Exchange on July 28,  2000;  and (ii) 5,000  shares of Common  Stock
reserved for issuance and subject to stock  options  already  granted  under the
Plan at an exercise price of $19.0625 per share.
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 Corporation  hereby  incorporates by reference in this registration
statement the following  documents  previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission"):

     (1)  the Corporation's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999 filed with the Commission;

     (2)  the Corporation's Annual Report on Form 11-K for the fiscal year ended
          December 31, 1999, filed with the Commission;

     (3)  the Corporation's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000, filed with the Commission;

     (4)  the Corporation's Current Report on Form 8-K filed with the Commission
          on October 14, 1999;

     (5)  the Corporation's Current Report on Form 8-K filed with the Commission
          on July 20, 2000; and

     (6)  the description of the Common Stock, par value $0.10 per share, of the
          Corporation  (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 Corporation 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.

--------
     *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.
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 Corporation, is
a shareholder of Jenkens & Gilchrist, a Professional Corporation.

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  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  section  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 no 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:

                    (a) Does not  exclude  any  other  rights  to which a person
                    seeking  indemnification  or  advancement of expenses may be
                    entitled under thes 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 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  Corporation's  Bylaws provide that the  Corporation
                    shall  indemnify each and every present and former  director
                    and officer of the  Corporation,  and each and every  person
                    who  may  have  served  at the  Corporation's  request  as a
                    director  or  officer of  another  corporation  in which the
                    Corporation  owns  shares of  capital  stock or of which the
                    Corporation 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  Corporation  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  Corporation's
                    Restated Articles of Incorporation, statute, agreement, vote
                    of stockholders or otherwise.

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

                         Additionally, the Corporation's Bylaws provide that the
                    Corporation  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
                    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 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  Corporation  would
                    have the power to indemnify him against such liability under
                    the provisions of the Bylaws.

                    (c) The  Corporation  has entered into  agreements with each
                    Director  and  certain  key  officers,  including  Norman W.
                    Nolen, Mark R. Buese, Steven P. Valerius, Dorman L. Strahan,
                    Jack M. Sims, Connie C. Power,  Howard G. Runser, G. Stephen
                    Holcomb  and  Thomas  G.  Adler,  and  certain  officers  of
                    subsidiaries  of  the  Corporation,  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  Corporation'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  Corporation  (incorporated  by reference from Exhibit 3.2 to
               the  Corporation's  Annual Report on Form 10-K for the year ended
               December 31, 1990).

          4.3* 2000 Director Stock Option Plan for Kirby Corporation

          4.4* Form of Nonincentive  Stock Option  Agreement,  Kirby Corporation
               2000 Director Stock Option Plan

          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 LLP

         23.3* Consent of Deloitte & Touche 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 of 1933, 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 of 1933 (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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of 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, State of Texas, on July 31, 2000.

                                    KIRBY CORPORATION

                                    By:/s/ J.H. Pyne
                                       -----------------------------------------
                                       J. H. Pyne
                                       President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby   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
or all amendments to this registration statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might  or  could  do  in  person  hereby  ratifying  and  confirming  that  said
attorney-in-fact  and agent or his  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                                          Capacity                                     Date

/s/  C. Berdon Lawrence                                 Chairman of the Board and                        July 31, 2000
--------------------------------------------------      Director of the Company
C. Berdon Lawrence

/s/  J. H. Pyne                                         President, Director and Principal                July 31, 2000
-------------------------------------------------       Executive Officer of the Company
J. H. Pyne

/s/ Norman W. Nolen                                     Executive Vice President,                        July 31, 2000
---------------------------------------------------     Treasurer, Assistant Secretary and
Norman W. Nolen                                         Principal Financial Officer of the
                                                        Company

/s/  G. Stephen Holcomb                                 Vice President, Controller,                      July 31, 2000
---------------------------------------------------     Assistant Secretary and Principal
G. Stephen Holcomb                                      Accounting Officer of the
                                                        Company

/s/   Philip J. Burguieres                              Director of the Company                          July 31, 2000
-------------------------------------------------------
Philip J. Burguieres

/s/   C. Sean Day                                       Director of the Company                          July 31, 2000
-------------------------------------------------------
C. Sean Day

/s/   Bob G. Gower                                      Director of the Company                          July 31, 2000
-----------------------------------------------------
Bob G. Gower
/s/  William M. Lamont, Jr.                             Director of the Company                          July 31, 2000
--------------------------------------------------
William M. Lamont, Jr.

/s/  George A. Peterkin, Jr.                            Director of the Company                          July 31, 2000
---------------------------------------------------
George A. Peterkin, Jr.

/s/  Robert G. Stone, Jr.                               Director of the Company                          July 31, 2000
------------------------------------------------------
Robert G. Stone, Jr.