As filed with the  Securities  and Exchange  Commission on October 25, 2002
                                                        Registration No. 333-
================================================================================

                                  UNITED STATES
                       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)

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

                 KIRBY CORPORATION 2002 STOCK AND INCENTIVE PLAN
                            (Full title of the plan)
                       ----------------------------------

                                   J. H. Pyne
                      President and Chief Executive Officer
                                KIRBY CORPORATION
                           55 Waugh Drive, Suite 1000
                              Houston, Texas 77007
                     (Name and address of agent for service)

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

                                    Copy to:
                              Thomas G. Adler, Esq.
                              Jenkens & Gilchrist,
                           A Professional Corporation
                          1445 Ross Avenue, Suite 3200
                               Dallas, Texas 75202


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------
                                                                            Proposed maximum
                                                      Proposed maximum          aggregate              Amount of
    Title of each class of          Amount to          offering price        offering price         registration fee
 securities to be registered    be registered (1)   per share (2)(3)(4)         (2)(3)(4)                (3)(4)
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>               <C>                       <C>
Common Stock, par value $.10
per share                           1,000,000              $23.40            $12,311,044.20            $1,132.62
------------------------------------------------------------------------------------------------------------------------
<FN>

(1)  Consists of 1,000,000 shares of common stock, par value $.10 per share (the
     "Common  Stock")  reserved for  issuance to employees of Kirby  Corporation
     (the  "Corporation")  pursuant  to the  Kirby  Corporation  2002  Stock and
     Incentive  Plan (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 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
     526,113  shares of Common Stock  reserved for issuance  under the Plan at a
     price of $23.40,  which is the average of the highest and lowest  price per
     share of Common Stock on the New York Stock Exchange on October 21, 2002


(4)  An aggregate of 473,887  shares of the shares  being  registered  under the
     Plan are shares which were  previously  registered  under the 2001 Employee
     Stock  Option  Plan  for  Kirby   Corporation  (the  "2001  Plan")  on  the
     Registration  Statement  on Form  S-8  (Registration  No.  333-72592).  The
     Corporation  has  filed a  post-effective  amendment  to  deregister  those
     shares, and accordingly, the associated registration fee previously paid on
     these shares under the prior registration  statement is hereby also carried
     forward  to  cover  that  portion  of  the   registration  fee  under  this
     Registration Statement that corresponds to the shares which were previously
     available for grant under the 2001 Plan. Accordingly,  the registration fee
     under this  registration  statement is  calculated  with respect to 526,113
     shares.

</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, 2001;

          (2) the  Corporation's  Annual Report on Form 11-K for the fiscal year
     ended December 31, 2001;

          (3) The  Corporation's  Quarterly  Report on Form 10-Q for the  period
     ended March 31, 2002;

          (4) The  Corporation's  Quarterly  Report on Form 10-Q for the  period
     ended June 30, 2002; and

          (5) 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


________________________

*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>

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  Corporation 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 Corporation  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


<PAGE>

          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


<PAGE>

          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 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 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.


<PAGE>

                    (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.


<PAGE>


     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 C. Berdon Lawrence, J.H. Pyne, Norman W. Nolen,
Mark R. Buese,  Jack M. Sims, Howard G. Runser, G. Stephen Holcomb and Thomas G.
Adler, and certain officers of subsidiaries of the Corporation, including Steven
P. Valerius and Dorman L. Strahan,  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  Rights  Agreement,  dated  as of July  18,  2000,  between  Kirby
               Corporation   and  Fleet  National   Bank,  a  national   banking
               association,  which includes the Form of Resolutions Establishing
               Designations,   Preferences   and   Rights  of  Series  A  Junior
               Participating  Preferred Stock of Kirby Corporation as Exhibit A,
               the form of Rights  Certificate  as Exhibit B, and the Summary of
               Rights as Exhibit C


<PAGE>

               (incorporated by reference from Exhibit 4.1 to the  Corporation's
               Current  Report on Form 8-K filed with the Commission on July 20,
               2000)

          4.4* Kirby Corporation 2002 Stock and Incentive 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

         24    Power  of  Attorney   (included   with  signature  page  of  this
               registration statement)

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

*        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 Securities  Exchange Act of 1934 (and,  where
     applicable,  each  filing  of an  employee  benefit  plan's  annual  report
     pursuant to section 15(d) of the  Securities  Exchange Act of 1934) 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.


<PAGE>


          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 October 23, 2002.

                                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 and Norman W. Nolen 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 indicated:

<TABLE>
<CAPTION>



                    Signature                                       Capacity                             Date
                    ---------                                       --------                             ----
<S>                                                    <C>                                         <C>
  /s/ C. Berdon Lawrence                               Chairman of the Board and  Director         October 23, 2002
--------------------------------------------           of the Corporation
C. Berdon Lawrence


  /s/ J. H. Pyne                                       President,  Director and  Principal         October 23, 2002
--------------------------------------------           Executive Officer of the Corporation
J. H. Pyne


  /s/ Norman W. Nolen                                  Executive Vice President, Treasurer,        October 23, 2002
--------------------------------------------           Assistant Secretary and Principal
Norman W. Nolen                                        Financial Officer of the Corporation


  /s/ G. Stephen Holcomb                               Vice President, Controller, Assistant       October 23, 2002
--------------------------------------------           Secretary and Principal Accounting
G. Stephen Holcomb                                     Officer of the Corporation


  /s/ C. Sean Day                                      Director of the Corporation                 October 23, 2002
--------------------------------------------
C. Sean Day

<PAGE>

  /s/ Bob G. Gower                                     Director of the Corporation                 October 23, 2002
--------------------------------------------
Bob G. Gower


  /s/ Walter E. Johnson                                Director of the Corporation                 October 23, 2002
--------------------------------------------
Walter E. Johnson


                                                       Director of the Corporation                 October 23, 2002
--------------------------------------------
William M. Lamont, Jr.


  /s/ George A. Peterkin, Jr                           Director of the Corporation                 October 23, 2002
--------------------------------------------
George A. Peterkin, Jr.


  /s/ Robert G. Stone, Jr.                             Director of the Corporation                 October 23, 2002
--------------------------------------------
Robert G. Stone, Jr.


  /s/ Richard C. Webb                                  Director of the Corporation                 October 23, 2002
--------------------------------------------
Richard C. Webb


</TABLE>
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{"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": "333-100765", "film-number": "02799120"}, "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 October 25, 2002
                                                        Registration No. 333-
================================================================================

                                  UNITED STATES
                       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)

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

                 KIRBY CORPORATION 2002 STOCK AND INCENTIVE PLAN
                            (Full title of the plan)
                       ----------------------------------

                                   J. H. Pyne
                      President and Chief Executive Officer
                                KIRBY CORPORATION
                           55 Waugh Drive, Suite 1000
                              Houston, Texas 77007
                     (Name and address of agent for service)

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

                                    Copy to:
                              Thomas G. Adler, Esq.
                              Jenkens & Gilchrist,
                           A Professional Corporation
                          1445 Ross Avenue, Suite 3200
                               Dallas, Texas 75202
CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------
                                                                            Proposed maximum
                                                      Proposed maximum          aggregate              Amount of
    Title of each class of          Amount to          offering price        offering price         registration fee
 securities to be registered    be registered (1)   per share (2)(3)(4)         (2)(3)(4)                (3)(4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10
per share                           1,000,000              $23.40            $12,311,044.20            $1,132.62
------------------------------------------------------------------------------------------------------------------------
(1)  Consists of 1,000,000 shares of common stock, par value $.10 per share (the
     "Common  Stock")  reserved for  issuance to employees of Kirby  Corporation
     (the  "Corporation")  pursuant  to the  Kirby  Corporation  2002  Stock and
     Incentive  Plan (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 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
     526,113  shares of Common Stock  reserved for issuance  under the Plan at a
     price of $23.40,  which is the average of the highest and lowest  price per
     share of Common Stock on the New York Stock Exchange on October 21, 2002

(4)  An aggregate of 473,887  shares of the shares  being  registered  under the
     Plan are shares which were  previously  registered  under the 2001 Employee
     Stock  Option  Plan  for  Kirby   Corporation  (the  "2001  Plan")  on  the
     Registration  Statement  on Form  S-8  (Registration  No.  333-72592).  The
     Corporation  has  filed a  post-effective  amendment  to  deregister  those
     shares, and accordingly, the associated registration fee previously paid on
     these shares under the prior registration  statement is hereby also carried
     forward  to  cover  that  portion  of  the   registration  fee  under  this
     Registration Statement that corresponds to the shares which were previously
     available for grant under the 2001 Plan. Accordingly,  the registration fee
     under this  registration  statement is  calculated  with respect to 526,113
     shares.
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, 2001;

          (2) the  Corporation's  Annual Report on Form 11-K for the fiscal year
     ended December 31, 2001;

          (3) The  Corporation's  Quarterly  Report on Form 10-Q for the  period
     ended March 31, 2002;

          (4) The  Corporation's  Quarterly  Report on Form 10-Q for the  period
     ended June 30, 2002; and

          (5) 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

________________________

*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.
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  Corporation 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 Corporation  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 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 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 C. Berdon Lawrence, J.H. Pyne, Norman W. Nolen,
Mark R. Buese,  Jack M. Sims, Howard G. Runser, G. Stephen Holcomb and Thomas G.
Adler, and certain officers of subsidiaries of the Corporation, including Steven
P. Valerius and Dorman L. Strahan,  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  Rights  Agreement,  dated  as of July  18,  2000,  between  Kirby
               Corporation   and  Fleet  National   Bank,  a  national   banking
               association,  which includes the Form of Resolutions Establishing
               Designations,   Preferences   and   Rights  of  Series  A  Junior
               Participating  Preferred Stock of Kirby Corporation as Exhibit A,
               the form of Rights  Certificate  as Exhibit B, and the Summary of
               Rights as Exhibit C
(incorporated by reference from Exhibit 4.1 to the  Corporation's
               Current  Report on Form 8-K filed with the Commission on July 20,
               2000)

          4.4* Kirby Corporation 2002 Stock and Incentive 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

         24    Power  of  Attorney   (included   with  signature  page  of  this
               registration statement)

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

*        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 Securities  Exchange Act of 1934 (and,  where
     applicable,  each  filing  of an  employee  benefit  plan's  annual  report
     pursuant to section 15(d) of the  Securities  Exchange Act of 1934) 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 October 23, 2002.

                                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 and Norman W. Nolen 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 indicated:
Signature                                       Capacity                             Date
                    ---------                                       --------                             ----
/s/ C. Berdon Lawrence                               Chairman of the Board and  Director         October 23, 2002
--------------------------------------------           of the Corporation
C. Berdon Lawrence

  /s/ J. H. Pyne                                       President,  Director and  Principal         October 23, 2002
--------------------------------------------           Executive Officer of the Corporation
J. H. Pyne

  /s/ Norman W. Nolen                                  Executive Vice President, Treasurer,        October 23, 2002
--------------------------------------------           Assistant Secretary and Principal
Norman W. Nolen                                        Financial Officer of the Corporation

  /s/ G. Stephen Holcomb                               Vice President, Controller, Assistant       October 23, 2002
--------------------------------------------           Secretary and Principal Accounting
G. Stephen Holcomb                                     Officer of the Corporation

  /s/ C. Sean Day                                      Director of the Corporation                 October 23, 2002
--------------------------------------------
C. Sean Day
/s/ Bob G. Gower                                     Director of the Corporation                 October 23, 2002
--------------------------------------------
Bob G. Gower

  /s/ Walter E. Johnson                                Director of the Corporation                 October 23, 2002
--------------------------------------------
Walter E. Johnson

                                                       Director of the Corporation                 October 23, 2002
--------------------------------------------
William M. Lamont, Jr.

  /s/ George A. Peterkin, Jr                           Director of the Corporation                 October 23, 2002
--------------------------------------------
George A. Peterkin, Jr.

  /s/ Robert G. Stone, Jr.                             Director of the Corporation                 October 23, 2002
--------------------------------------------
Robert G. Stone, Jr.

  /s/ Richard C. Webb                                  Director of the Corporation                 October 23, 2002
--------------------------------------------
Richard C. Webb