<PAGE>     1
                     UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                   Washington, D.C. 20549

                                        Form 10-Q

     [ X ]         Quarterly report pursuant to Section 13 or 15(d) of the
                   Securities and Exchange Act of 1934

                   For the quarter ended September 30, 1994

     [   ]         Transition report pursuant to Section 13 or 15(d) of the
                   Securities and Exchange Act of 1934

Commission File
    Number         1-7615

                               Kirby Corporation
__________________________________________________________________________
                (Exact name of registrant as specified in its charter)

           Nevada                                     74-1884980
_______________________________            ________________________________
(State or other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)

1775 St. James Place, Suite 300, Houston, TX                  77056-3453
___________________________________________________________________________
   (Address of principal executive offices)                   (Zip Code)

                                 (713) 629-9370
___________________________________________________________________________
              (Registrant's telephone number, including area code)

                                   No Change
___________________________________________________________________________
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate  by  check  mark whether the registrant: (1)  has  filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during  the  preceding 12 months (or for such  shorter  period  that  the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes   [ X ]          No   [   ]

The  number  of shares outstanding of the registrant's Common Stock,  $.10  par
value per share, on November 9, 1994 was 28,313,587.

<PAGE>     2

                          PART 1 - FINANCIAL INFORMATION
                    KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                              CONDENSED BALANCE SHEETS
                                     (Unaudited)
                                        ASSETS

<TABLE>
<CAPTION>
                                                     September 30,  December 31,
                                                         1994           1993     
                                                     -------------  ------------
                                                           ($ in thousands)
Marine Transportation, Diesel Repair and Other                  
 Current assets:                                              
<S>                                                     <C>            <C>               
   Cash and invested cash                               $   6,419        1,999
   Accounts and notes receivable, net of                     
     allowance for doubtful accounts                       51,857       50,722
   Inventory - finished goods, at lower of average                   
     cost or market                                         8,686        7,531
   Prepaid expenses                                         7,661        7,393
   Federal income taxes receivable                          7,207           --
   Deferred taxes                                           1,542        2,768
                                                          -------      -------
      Total current assets                                 83,372       70,413
                                                          -------      -------
 Property and equipment, at cost                          451,569      406,675
   Less allowance for depreciation                        145,188      125,459
                                                          -------      -------
                                                          306,381      281,216
                                                          -------      -------
 Excess cost of consolidated subsidiaries                   9,546        7,429
 Noncompete agreements, net of accumulated amortization                   
  of $8,766,000 ($7,298,000 at December 31, 1993)           4,284        5,752
 Other assets                                              18,947       13,575
                                                          -------      -------
     Total assets - Marine Transportation, Diesel Repair       
       and Other                                          422,530      378,385
                                                          -------      -------
Insurance                                                       
 Investments:                                                 
   Available-for-sale securities                          134,773      102,175
   Short-term investments                                  29,790       25,128
                                                          -------      -------
                                                          164,563      127,303
 Cash and invested cash                                       880       12,937
 Accrued investment income                                  2,884        1,998
 Accounts and notes receivable, net of allowance for
  for doubtful accounts                                    20,110       12,195
 Reinsurance receivable on paid losses                     11,610       15,186
 Prepaid reinsurance premiums                               7,847        5,773
 Deferred policy acquisition costs                         11,776        7,279
 Property and equipment, at cost, net of allowance
  for depreciation                                          2,538        2,197
                                                          -------      -------
      Total assets - Insurance                            222,208      184,868
                                                          -------      -------
                                                        $ 644,738      563,253
                                                          =======      =======
</TABLE>
      See accompanying notes to condensed financial statements.

<PAGE>     3
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                CONDENSED BALANCE SHEETS
                                       (Unaudited)
                          LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                    September 30, December 31,  
                                                        1994          1993
                                                    ------------- ------------
                                                           ($ in thousands)
Marine Transportation, Diesel Repair and Other                    
   Current liabilities:                                           
<S>                                                   <C>          <C>
      Current portion of long-term debt               $  10,962      10,962
      Accounts payable                                   12,032      11,767
      Accrued liabilities                                30,541      27,898
      Deferred revenues                                   4,947       5,637
                                                        -------     -------
         Total current liabilities                       58,482      56,264
                                                        -------     -------
   Long-term debt, less current portion                 135,373     109,597
   Deferred taxes                                        43,460      39,735
   Other long-term liabilities                            8,504       8,913
                                                        -------     -------
         Total liabilities - Marine                               
           Transportation, Diesel Repair and Other      245,819     214,509
                                                        -------     -------
Insurance                                                         
   Losses, claims and settlement expenses                61,748      49,930
   Unearned premiums                                     90,729      61,558
   Reinsurance premiums payable                           4,851       5,377
   Deferred Puerto Rico taxes                               921       3,549
   Other liabilities                                      8,181       4,576
   Minority interest in consolidated insurance sub.      17,146      12,005          
                                                        -------     -------
         Total liabilities - Insurance                  183,576     136,995
                                                        -------     -------
Contingencies and Commitments                                --          --
Stockholders' Equity:                                             
   Preferred stock, $1.00 par value per share.               --          --
      Authorized 20,000,000 shares
   Common stock, $.10 par value per share. Authorized                       
      60,000,000 shares, issued 30,782,000 shares
      (30,759,000 at December 31, 1993)                   3,076       3,076
   Additional paid-in capital                           156,434     156,340
   Unrealized net gains (losses) in value of                      
      long-term investments                              (2,114)      4,440
   Retained earnings                                     71,035      61,339
                                                        -------     -------
                                                        228,431     225,195
   Less cost of 2,468,000 shares in treasury                      
      (2,555,000 at December 31, 1993)                   13,088      13,446
                                                        -------     -------
                                                        215,343     211,749
                                                        -------     -------
                                                      $ 644,738     563,253
                                                        =======     =======
</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>     4
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                            CONDENSED STATEMENTS OF EARNINGS
                                       (Unaudited)

<TABLE>
<CAPTION>
                                          Three months ended  Nine months ended
                                             September 30,       September 30,
                                          ------------------  ----------------
                                             1994      1993     1994     1993
                                          ---------  -------  -------  -------
                                           ($ in thousands, except per share
                                                          amounts)
                                                         
Revenues:                                                              
<S>                                       <C>       <C>       <C>      <C>
 Transportation                           $ 77,338   75,422   224,750  197,645
 Diesel repair                              11,755    6,921    33,572   24,656
 Net premiums earned                        14,561   11,250    43,977   33,855
 Commissions earned on reinsurance           1,103    1,626     3,557    3,247
 Investment income                           2,541    2,069     6,929    5,867
 Gain on disposition of assets                 316      142       552      610
 Realized gain on investments                  483      509     1,331      789
                                           -------   ------   -------  -------
                                           108,097   97,939   314,668  266,669
                                           -------   ------   -------  -------
Costs and expenses:                                                    
 Costs of sales and operating expenses                                 
   (except as shown below)                  60,646   54,241   172,075  141,343
 Losses, claims and settlement expenses     12,770    8,350    38,678   25,435
 Policy acquisition costs                    3,641    3,214    10,919    8,602
 Selling, general and administrative        10,567    9,801    34,299   29,406
 Taxes, other than on income                 3,751    2,758    11,573    8,708
 Depreciation and amortization               8,345    7,476    24,026   20,801
 Minority interest expense                     451      671     1,630      787
                                           -------   ------   -------  -------
                                           100,171   86,511   293,200  235,082
                                           -------   ------   -------  -------
          Operating income                   7,926   11,428    21,468   31,587
Interest expense                             2,355    1,871     6,121    6,621
                                           -------   ------   -------  -------
                                                                       
          Earnings before taxes on income    5,571    9,557    15,347   24,966
Provision for taxes on income                1,965    4,511     5,651    9,575
                                           -------   ------   -------  -------
                                                                       
          Net earnings                    $  3,606    5,046     9,696   15,391
                                           =======   ======   =======  =======
Earnings per share of common stock        $    .13      .18       .34      .60
                                           =======   ======   =======  =======
</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>     5
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                            CONDENSED STATEMENTS OF CASH FLOW
                                       (Unaudited)

<TABLE>
<CAPTION>
                                                            Nine months ended
                                                              September 30,
                                                          ____________________
                                                             1994       1993
                                                          __________  ________
                                                             ($ in thousands)
<S>                                                       <C>         <C>
Net earnings                                              $   9,696    15,391
  Adjustments to reconcile net income to net cash                     
   provided by operating activities:
     Gain on disposition of assets                             (552)     (520)
     Realized gain on investments                            (1,331)     (789)
     Depreciation and amortization                           24,026    20,801
     Increase in deferred taxes                               4,951     5,915
     Deferred scheduled maintenance costs                     2,076     1,496
     Earnings of minority stockholder and unconsolidated
      subsidiary                                              1,605       787
     Other noncash adjustments to earnings                      161        37
     Decrease (increase) in cash from other changes in                
      operating working capital for:
        Marine transportation, diesel repair and other      (17,478)   (9,788)
        Insurance                                            32,273     1,562
                                                            -------    ------
          Net cash provided by operating activities          55,427    34,892
                                                            -------    ------
Cash flow from investing activities:                                  
  Proceeds from sale and maturities of investments           37,417    28,651
  Purchase of investments                                   (91,149)  (32,444)
  Net decrease in short-term investments                      5,132     2,179
  Capital expenditures                                      (24,613)  (15,922)
  Purchase of assets of marine transportation companies:              
     Property, equipment and other assets, net of assumed
      liabilities                                           (25,650)  (24,308)
     Intangible assets                                           --    (2,001)
  Proceeds from disposition of assets                         2,571     1,268
  Other                                                          --       397
                                                            -------    ------
          Net cash used in investing activities             (96,292)  (42,180)
                                                            -------    ------
Cash flow from financing activities:                                  
  Borrowings on bank revolving credit loan                  181,000    97,264
  Payments on bank revolving credit loan                   (145,500)  (80,464)
  Payments under long-term debt                              (9,724)   (9,724)
  Sale of Universal stock to minority stockholder             7,000        --
  Proceeds from exercise of stock options                       452       252
                                                            -------    ------
          Net cash provided by financing activities          33,228     7,328
                                                            -------    ------
          Increase (decrease) in cash and invested cash      (7,637)       40
Cash and invested cash, beginning of year                    14,936     7,300
                                                            -------    ------
Cash and invested cash, end of period                     $   7,299     7,340
                                                            =======    ======

<PAGE>     6
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                       CONDENSED STATEMENTS OF CASH FLOW, Continued
                                        (Unaudited)

Supplemental disclosures of cash flow information:                    
  Cash paid during the period for:                                    
     Interest                                             $   5,436     6,822
     Income taxes                                         $   5,450     3,300
  Noncash investing and financing activity:                           
     Assumption of liabilities in connection with merger              
      with marine transportation company                  $      --    11,445
     Issuance of stock in connection with purchase of                 
      marine transportation company                       $      --    14,725
     Issuance of stock in connection with conversion of               
      7 1/4% convertible debentures                       $      --    50,000
</TABLE>

           See accompanying notes to condensed financial statements.

<PAGE>     7
                      KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       

                          NOTES TO CONDENSED FINANCIAL STATEMENTS
                                       
      In  the  opinion  of  management,  the accompanying  unaudited  condensed
financial  statements of Kirby Corporation and consolidated  subsidiaries  (the
"Company")  contain  all  adjustments  (consisting  of  only  normal  recurring
accruals)  necessary to present fairly the financial position as  of  September
30,  1994  and December 31, 1993, and the results of operations for  the  three
months and nine months ended September 30, 1994 and 1993.

(1)  BASIS FOR PREPARATION OF THE NINE MONTH FINANCIAL STATEMENTS

      The condensed financial statements included herein have been prepared  by
the  Company,  without  audit, pursuant to the rules  and  regulations  of  the
Securities  and  Exchange Commission.  Although the Company believes  that  the
disclosures  are  adequate  to make the information presented  not  misleading,
certain  information and footnote disclosures, including significant accounting
policies,  normally included in annual financial statements have been condensed
or  omitted pursuant to such rules and regulations.  It is suggested that these
condensed financial statements be read in conjunction with the Company's latest
Annual Report on Form 10-K.

(2)  ACQUISITIONS

      On  July 1, 1994, the Company announced the signing of a letter of intent
to  purchase  from The Dow Chemical Company ("Dow") 65 inland tank barges,  one
river  towboat and two shifting boats.  Also, the Company will purchase, assume
with owner's consent or sublease up to 31 additional inland tank barges and two
towboats presently in Dow's service.  Under the terms of the letter of  intent,
Dow  will  enter into a long-term contract with a subsidiary of the Company  to
provide service for Dow's inland bulk liquid marine transportation requirements
for  a  period  of  ten years.  Dow is a major manufacturer of  petrochemicals,
industrial chemicals and related bulk liquid products and historically has used
its  own  barges  and  outside towing resources to service  its  inland  marine
transportation requirements.  Dow produces its products at its Freeport,  Texas
manufacturing  complex, other plants in Louisiana and at various  other  United
States  locations.  A number of the Dow plants, as well as their suppliers  and
customers, rely extensively on water transportation for moving products between
Dow's manufacturing facilities, for shipment to the ultimate users and to  move
certain  raw  materials  purchased by Dow.  The  closing  of  the  transaction,
expected  in mid-November, 1994, is subject to the negotiation of the necessary
definitive agreements and approvals by the management of the Company  and  Dow.
The  asset  purchase,  if consummated, will be funded by borrowings  under  the
Company's established bank revolving credit agreement and will be accounted for
in accordance with the purchase method of accounting.

      On  July 1, 1994, a wholly owned subsidiary of the Company completed  the
purchase  of  a  U.S. flag tanker from Tosco Refining Company  ("Tosco").   The
single-hull tanker was placed in service in late August, 1994, after undergoing
capitalized restorations and modifications.  The tanker will be utilized in the
carriage of refined petroleum products in United States coastwise trade and  is
operating  under  a three year charter.  The tanker has a capacity  of  266,000
barrels  and  a deadweight tonnage of 37,750.  The tanker will be retired  from
service  in accordance with the Oil Pollution Act of 1990 ("OPA 90") on January
1,  1999.   The  asset  purchase was funded by borrowings under  the  Company's
established bank revolving credit agreement and is accounted for in  accordance
with the purchase method of accounting.

<PAGE>     8
                      KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                          NOTES TO CONDENSED FINANCIAL STATEMENTS

(2)  ACQUISITIONS (Continued)

      On  July 21, 1994, a wholly owned subsidiary of the Company completed the
purchase of three U.S. flag tankers from OMI Corp. ("OMI") for $23,750,000. The
single-hull tankers will transport refined petroleum products primarily between
the  United States Gulf Coast, Florida and the mid-Atlantic states.  The  three
tankers  operated  in the spot market, however, during the  majority  of  July,
August and part of September, the tankers were idle due to the extreme weakness
in  the  tanker market.  Effective October, 1994, one tanker went under a  six-
months'  charter and effective November, 1994, one tanker was chartered  for  a
one  year  period. Both of the charters have extension options.   Each  of  the
tankers  has  a total capacity of 266,000 barrels and a deadweight  tonnage  of
37,853.  In accordance with the OPA 90, the three tankers will be retired  from
service  on January 1, 2000.  Funding for the transaction was provided  through
the  Company's established bank revolving credit agreement.  The operations  of
the  three  tankers are included as part of the Company's operations  effective
July 21, 1994, in accordance with the purchase method of accounting.

(3)  TAXES ON INCOME

      Earnings before taxes on income and details of the provision for taxes on
income  for  United States and Puerto Rico operations for the three months  and
nine months ended September 30, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
                                            Three months       Nine months
                                               ended              ended
                                           September 30,      September 30,
                                          ----------------   ---------------
                                           1994      1993     1994     1993
                                          ------    ------   ------   ------
                                                   ($ in thousands)
Earnings before taxes on income:                                      
<S>                                      <C>        <C>      <C>      <C>
   United States                         $ 4,281    7,652    10,969   21,353
   Puerto Rico                             1,290    1,905     4,378    3,613
                                          ------    -----     -----   ------
                                         $ 5,571    9,557    15,347   24,966
                                          ======    =====    ======   ======
Provision (credit) for taxes on income:                               
   United States:                                                     
      Current                            $(1,747)   1,332    (1,298)   3,660
      Deferred                             3,616    1,004     4,951    3,940
      State and municipal                     96       --       248       --
                                          ------    -----    ------   ------
                                         $ 1,965    2,336     3,901    7,600
                                          ======    =====    ======   ======
   Puerto Rico:                                                       
      Current                            $    --    1,750     1,750    1,750
      Deferred                                --      425        --      225
                                          ------    -----    ------   ------
                                         $    --    2,175     1,750    1,975
                                          ======    =====    ======   ======
</TABLE>


<PAGE>     9
                      KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                          NOTES TO CONDENSED FINANCIAL STATEMENTS

(4)  INSURANCE DISCLOSURE

      In  March, 1994, the Company received $7,000,000 from Universal Insurance
Company  ("Universal"),  the  Company's  Puerto  Rican  property  and  casualty
insurance   subsidiary,  representing  the  redemption  of  20,424  shares   of
Universal's Class B voting common stock and 24,360 shares of Universal's  Class
C  non-voting  common  stock.  Since December, 1992,  the  date  of  the  first
redemption, Universal has redeemed from the Company a total of 65,387 shares of
voting  Class  B  common stock and 24,360 shares of non-voting Class  C  common
stock  for  a total redemption price of $15,000,000.  In August, 1994,  Eastern
America  Financial  Group,  Inc.  ("Eastern  America  Group")  purchased   from
Universal  30,410  shares of Class A voting common stock for  $7,000,000.   The
March redemption from the Company and the August Eastern America Group purchase
from  Universal  reduced the Company's ownership of Universal's  voting  common
stock to 58% from 70% prior to the transactions.

      Under previously announced options and redemption rights included in  the
merger  between  Eastern  America  Insurance Company  ("Eastern  America")  and
Universal,  Eastern  America Group, which is the parent of the  former  Eastern
America,  could acquire 100% of Universal's stock over a period  of  up  to  12
years  from September, 1992.  Eastern America Group owns the remaining  42%  of
Universal's voting common stock.

<PAGE>     10
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
 
                        Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Results of Operations

      The  Company reported net earnings of $9,696,000, or $.34 per share,  for
the  first  nine months of 1994, compared with net earnings of $15,391,000,  or
$.60  per share, reported for the first nine months of 1993.  Net earnings  for
the 1994 third quarter totaled $3,606,000, or $.13 per share, compared with net
earnings of $5,046,000, or $.18 per share, reported for the 1993 third quarter.

      The  Company  conducts  operations in three  business  segments:   marine
transportation, diesel repair and property and casualty insurance.  The sum  of
the  three  business  segments' earnings before taxes  on  income  exceeds  the
Company's consolidated earnings before taxes on income due primarily to general
corporate expenses.  A discussion of each segment follows:

Marine Transportation

      The  Company's  marine  transportation  segment  reported  transportation
revenues  for the first nine months of 1994 of $224,750,000, reflecting  a  14%
increase when compared with $197,645,000 reported for the first nine months  of
1993.   Third  quarter  1994 transportation revenues  totaled  $77,338,000,  an
increase  of  3%  when compared with $75,422,000 reported for  the  1993  third
quarter.

      Revenues for the 1994 first nine months reflect the operations during the
1994  periods of three marine transportation companies acquired during the 1993
year, TPT Transportation on March 3, AFRAM Lines (USA) Co., Ltd. on May 14  and
Chotin  Transportation Company ("Chotin") on December 21.   All  three  of  the
acquisitions were accounted for under the purchase method of accounting.

      As  a  provider of service for both the inland and offshore United States
markets,  the  marine transportation segment operates through  three  divisions
organized  around  the  markets each services: the  Inland  Chemical  Division,
serving  the  inland industrial and agricultural chemical markets;  the  Inland
Refined Products Division, serving the inland refined products market; and  the
Offshore Division, which serves the offshore petroleum products, container, dry
bulk and palletized cargo markets.

      The  Inland Chemical Division operates under long-term contracts,  short-
term contracts and spot movements of products.  Currently, approximately 75% of
such  movements  are under term contracts, which, may be at a lower  rate  than
current  spot  market rates.  Since March, 1994, the Division  has  experienced
spot rate increases; however, such increases cannot be negotiated into contract
movements until such time as the contracts are renewed.

      During  the  first  nine months and third quarter  of  1994,  the  Inland
Chemical  Division continued to benefit from positive improvements in equipment
utilization  and rates, generated primarily from a hike in the 1994 performance
levels  of the chemical manufacturers.  The Division's river operation however,
continues to experience pricing pressure in movements of chemicals in the  Ohio
River market.

<PAGE>     11
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       

                         Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Results of Operations, Continued

     The demand for movements of liquid fertilizer and anhydrous ammonia by the
Inland  Chemical Division during the 1994 first nine months and  third  quarter
remain  strong  when  compared  with the 1993 corresponding  periods.   Acreage
planting  in  the Midwest farm belt has increased, partially  due  to  the  low
levels  of grain commodities generated during the 1993 year, the result of  the
1993 upper Mississippi River flooding.

      The  Company's  Inland  Refined Products Division,  which  moves  refined
petroleum products (gasoline, diesel fuel and jet fuel) on the inland  waterway
system,  continues to experience full utilization of its fleet during the  1994
first nine months and 1994 third quarter.  With the addition of 53 inland  tank
barges  acquired from Chotin in December, 1993, and a transportation  agreement
through  the  year  2000,  the Inland Refined Products  Division  substantially
increased  its  market presence in the contract and spot movements  of  refined
petroleum products on the Mississippi River System.

      The  Inland Refined Products Division, like the Inland Chemical Division,
operates  under  long-term  contracts, short-term  contracts  and  spot  market
movements.   Approximately 40% of the Division's movements for the  1994  first
nine  months were under term contracts and the remaining 60% under spot  market
movements.   Currently, spot market movements are higher than the  majority  of
movements performed under contracts; therefore, the Division has benefited from
its higher spot to contract percentage.

      The Offshore Division, which participates in the movements of both liquid
and  dry products, experienced weaknesses in all of its markets during the 1994
first  nine  months and 1994 third quarter, due primarily to  excess  equipment
capacity and reduced demand for movements of products from each of the markets.

      The  offshore movement of refined products has remained weak  during  the
1994  first  nine months, with the exception of the first quarter.  During  the
first  quarter,  certain vessels were engaged in spot market  trade  delivering
heating oil to the Northeast due to the harsh 1994 winter season. Profitability
of  such  spot   market movements was adversely affected by the winter  weather
conditions,  which  hampered operating efficiencies.  During  the  1994  second
quarter,  three of the Company's offshore liquid vessels were idle  and  during
the  1994 third quarter, as many as six of the Company's offshore vessels  were
idle, including the three tankers acquired from OMI Corp. in July, 1994. During
the 1994 second and third quarters, spot market rates were extremely low.

<PAGE>     12
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                         Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Results of Operations, Continued

      Even  though  the offshore liquid market was extremely  weak  during  the
second  and  third quarters of 1994, the prospects for the 1994 fourth  quarter
and  future  years have improved.  The requirement for the use of  reformulated
gasoline  under  the Clean Air Act in nine major metropolitan  areas  effective
January  1,  1995,  has  been helpful in placing ten of  the  Company's  twelve
offshore  liquid vessels under term charters which become effective during  the
1994 fourth quarter.  Such charters range from six months with options to three
years with options and should lead to improved utilization, rates and operating
profits.  The  remaining two vessels are engaged in shorter term  movements  at
satisfactory  rates.   In addition, further tightening of the  offshore  liquid
market  occurred in mid-October, 1994 when the Houston area San  Jacinto  River
flooding  caused certain refined products pipelines serving the  United  States
Northeast to break, suspending service for varying periods of days.

      Movements for the transportation of food commodities and related products
under the United States Government's preference aid cargo programs and military
household  good movements, have also remained weak.  Excess equipment  capacity
and   a  reduction  in  available  movements  have  led  to  rates  that   were
significantly  lower  than 1993 rates for the market.   Such  weakness  in  the
market resulted in one of the Company's ships being idle for three weeks during
the  1994  third  quarter.  The softness in the overall  preference  aid  cargo
market has also continued to negatively affect the Company's other offshore dry
cargo  barge and tug units that primarily work under a long-term contract  with
an  electric  utility company, but periodically operate in the  preference  aid
market as a supplement to their long-term contract movements.

     During the 1994 first quarter, one of the Company's offshore barge and tug
units  experienced  difficulties with collection of its empty  containers  from
several voyages carrying preference aid cargo to Haiti which, during that time,
was  politically  unstable.  Collectively, the voyages  to  Haiti  reduced  the
Company's 1994 first quarter earnings before taxes by an estimated $1,750,000.

     The Company's foreign flag container service, which provided a direct all-
water  transportation service from Memphis to Mexico and Central  America,  was
discontinued  effective  August 24, 1994. Aggressive pricing  from  competitors
resulted  in  slower than anticipated acceptance of the service.  Volumes  were
increasing  with  each  voyage;  however, operating  losses  and  the  negative
prospect  for future profitability did not warrant continuation of the service.
Since  inception  in  February, 1994, the operation suffered  operating  losses
through  August 24 of approximately $1,925,000 ($1,250,000 after taxes or  $.04
per  share).  Shut-down expenses are estimated to total approximately  $450,000
($300,000 after taxes or $.01 per share).

       Costs   and  expenses,  excluding  interest  expense,  for  the   marine
transportation segment for the first nine months of 1994 totaled  $206,025,000,
an increase of 22% over the corresponding 1993 first nine months when costs and
expenses  totaled $168,905,000.  Costs and expenses for the 1994 third quarter,
excluding  interest expense, increased to $71,357,000, an increase of  9%  over
second quarter 1993 totals of $65,437,000.  The increase for both corresponding
periods  reflects  the costs and expenses associated with the acquisitions  and
merger  consummated  in 1993 and the tankers acquired in  July,  1994.   Higher
equipment  costs,  welfare  costs,  general  and  administrative  expenses  and

<PAGE>     13
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         Management's Discussion and Analysis of
                     Financial Condition and Results of Operations

Results of Operations, Continued

inflationary increases also contributed to the increase in the 1994 periods.

      The  marine transportation earnings before taxes on income for  the  1994
first  nine months totaled $14,026,000 compared with $24,417,000 for the  first
nine  months  of  1993.  Third quarter 1994 pretax earnings totaled  $4,205,000
compared with $8,498,000 reported for the 1993 third quarter.

      The Company did not incur any physical damage to its equipment during the
October, 1994 flooding in the Houston area and fires in the San Jacinto  River,
the  result  of  breaks in crude and refined products pipelines caused  by  the
flooding.   Marine  traffic  in  the Houston  Ship  Channel,  which  was  at  a
standstill  for  several  days, returned to normal and  the  Company  does  not
anticipate any significant operating losses as a result of the events.

Diesel Repair

     The Company's diesel repair segment reported diesel repair and parts sales
revenues  of  $33,572,000 for the first nine months of 1994, reflecting  a  36%
increase  compared  with  $24,656,000 for the 1993 first  nine  months.   Third
quarter  1994  revenues totaled $11,755,000, an increase of 70%  when  compared
with 1993 third quarter revenues of $6,921,000.

      The  diesel repair segment is divided into two divisions organized around
the markets they serve. The Marine Diesel Repair Division operates on all three
coasts  and  in  the Midwest through five facilities that repair  and  overhaul
marine  diesel  engines  and  reduction  gears,  and  sell  related  parts  and
accessories.   The  Rail  Diesel Repair Division  provides  replacement  parts,
service  and support nationwide to shortline railroads and industrial companies
that operate diesel-electric locomotives.

      The  Marine Diesel Repair Division operates in a competitive market  that
continues to press operating margins.  The Midwest facility's inland marine dry
bulk  customers  have rebounded from the effects of the 1993 upper  Mississippi
River  flood that resulted in depressed coal and grain markets.  Such  recovery
in  the  Midwest and Gulf Coast markets during the 1994 third quarter  enhanced
the Marine Diesel Repair Division's operating results.  The West Coast facility
continues to be negatively affected by the United States military cutbacks  and
delayed   vessel  maintenance  from  the  Pacific  commercial   fishing   fleet
operations.

      The  Rail Diesel Repair Division, which commenced operations in  January,
1994,  reported  revenues for the first nine months of 1994 of  $6,284,000  and
$2,239,000 for the 1994 third quarter.  Substantially all of the revenues  were
generated  from direct parts sales.  The Division reported a modest profit  for
its  first  nine  months of operations.  The Division serves as  the  exclusive
shortline and industrial rail distributor of aftermarket parts and service  for
the  Electro-Motive  Division of General Motors ("EMD"),  the  world's  largest
manufacturer of diesel-electric locomotives.

<PAGE>     14
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                         Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Results of Operations, Continued

      The diesel repair segment reported costs and expenses, excluding interest
expense  of $31,331,000 for the 1994 first nine months, a 36% increase compared
with  $23,042,000  reported for the first nine months of 1993.   Third  quarter
costs  and expenses totaled $10,845,000 compared with $6,518,000 for  the  like
1993  quarter,  reflecting a 66% increase.  The addition  of  the  Rail  Diesel
Repair  Division  during  the  1994 periods  was  the  primary  source  of  the
increases.

      Earnings  before  taxes on income for the diesel repair  segment  totaled
$2,013,000 for the first nine months of 1994 compared with $1,435,000  for  the
corresponding 1993 period.  Third quarter 1994 earnings before taxes on  income
were $831,000 compared with $340,000 reported for the 1993 third quarter.

Property and Casualty Insurance

      The  Company's  Puerto  Rican  property and  casualty  insurance  segment
reported net premiums written for the 1994 first nine months of $90,064,000, an
increase  of 55% compared with $58,032,000 reported for the corresponding  1993
period.   Premiums written for the 1994 third quarter totaled  $33,477,000,  an
increase  of  11% compared with $30,061,000 for the 1993 third quarter.   Since
the  merger  with Eastern America in September, 1992, the segment continues  to
place emphasis on automobile lines, particularly the single-interest line.  New
financial  institution  customers, portfolio transfers and  an  improvement  in
automobile  sales in Puerto Rico have all led to the increase in  net  premiums
written.   Lower  prices  on United States manufactured automobiles  in  Puerto
Rico,  resulting  from  a 1994 change in Puerto Rican  export  tax  laws,  have
resulted in improved automobile sales.

     Net premiums earned for the first nine months of 1994 totaled $43,977,000,
a  30%  increase over the $33,855,000 reported for the 1993 first nine  months.
Net  premiums  earned for the 1994 third quarter increased 29%  to  $14,561,000
compared  with $11,250,000 reported for the 1993 third quarter.   Net  premiums
earned  reflect the amortization of net premiums written over  the  life  of  a
policy.   The substantial increase in net premiums written during the 1993  and
1994  years is therefore reflected in higher net premiums earned.  Net premiums
earned  continued to be negatively affected by the high reinsurance  costs  for
the  commercial multiple-peril line associated with the ceding of a portion  of
the gross premium written under the segment's reinsurance program.  Reinsurance
rates  remain  high; however, some stabilization has occurred during  the  1994
first nine months.

<PAGE>     15
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                         Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Results of Operations, Continued

      Losses,  claims  and settlement expenses for the 1994 first  nine  months
totaled $33,788,000, an increase of 33% compared with $25,435,000 for the first
nine months of 1993.  Third quarter 1994 losses, claims and settlement expenses
totaled $11,087,000, a 33% increase when compared with $8,350,000 for the  1993
third quarter.  The significant increase for both periods are reflective of the
automobile   single-interest  and  double-interest  improvements  in   business
volumes.   In addition, the nine months' losses, claims and settlement expenses
include $2,000,000 of additional reserves for potential, but as yet, unreported
losses  associated  with  the  Company's Bermuda reinsurance  subsidiary.   The
losses  arose  from  the  subsidiary's participation in  certain  property  and
casualty  reinsurance lines from 1970 to 1990.  Since ceasing participation  in
the  reinsurance  market in 1990, the Company continues to  take  steps  toward
expediting its withdrawal from the reinsurance business.

       Policy  acquisition  costs  for  the  1994  first  nine  months  totaled
$10,920,000,  a  27%  increase  over  the  1993  first  nine  months  costs  of
$8,602,000.  Third quarter 1994 policy acquisition costs equaled $3,640,000,  a
13%  increase when compared with $3,214,000 reported for the third  quarter  of
1993.   The  increase  for both periods reflects the continued  growth  in  the
automobile  single-interest  and double-interest  business  and  the  continued
emphasis in the commercial property lines of insurance, which generally carry a
higher commission rate.

      The  Company's  portion of the property and casualty insurance  segment's
earnings  before  taxes  on income for the first nine months  of  1994  totaled
$2,378,000 compared with pretax earnings of $3,599,000 for the 1994 first  nine
months.   Third  quarter 1994 earnings before taxes on income  were  $1,290,000
compared  with  $1,900,000 reported for the 1993 third quarter.  The  Company's
ownership  of Universal's voting common stock as of September 30,1994  was  58%
compared with 70% as of September 30, 1993.

<PAGE>     16
                    KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                         Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Financial Condition, Capital Resources and Liquidity

Redemption

      In  March,  1994,  the Company received $7,000,000  from  Universal,  the
Company's   property  and  casualty  insurance  subsidiary,  representing   the
redemption  of  20,424 shares of Universal's Class B voting  common  stock  and
24,360  shares of Universal's Class C non-voting common stock. Since  December,
1992, Universal has redeemed from the Company a total of 65,387 shares of Class
B common stock and 24,360 shares of Class C common stock for a total redemption
price of $15,000,000.

      In  August,  1994,  Eastern America Group purchased an additional  30,410
shares of Class A voting common stock from Universal for $7,000,000.

      The  March redemption from the Company and the August purchase by Eastern
America  Group  reduced  the Company's ownership of Universal's  voting  common
stocks  to  58% from 70% prior to the transactions.  The Company owns  100%  of
Universal's  non-voting Class C common stock as well as all  of  its  preferred
stock.   Under previously announced options and redemption rights  included  in
the  merger between Eastern America and Universal, Eastern America Group  could
become  the  owner of 100% of Universal's stock over a period of up  to  twelve
years  from September, 1992.  Eastern America Group owns the remaining  42%  of
Universal's voting common stocks.

Business Development

      As an expansion of the diesel repair segment, beginning in January, 1994,
the  Company  is  engaged through Rail Systems, Inc. ("Rail  Systems")  in  the
overhaul and repair of locomotive diesel engines and sale of replacement  parts
for  locomotives.  Rail  Systems  serves  shortline  railroads  and  industrial
companies  that  operate  diesel-electric locomotives  within  the  continental
United  States.   In  October, 1993, EMD, the world's largest  manufacturer  of
diesel-electric locomotives, awarded an exclusive shortline and industrial rail
distributorship  to  Rail  Systems to provide replacement  parts,  service  and
support to these important and expanding markets. Revenues for Rail Systems for
the  first  nine months of 1994 and the 1994 third quarter were $6,284,000  and
$2,239,000, respectively.  The operations of Rail Systems reflected  a  nominal
operating profit for both the 1994 first nine months and third quarter.

      In May, 1994, the Company entered into a contract for the construction of
12  double  skin  29,000  barrel capacity inland tank barges  for  use  in  the
movement  of industrial chemicals and refined products. Delivery of  the  first
barge is scheduled for December, 1994 and the remaining 11 barges are scheduled
to  be  delivered one each month thereafter.  The Company has the option  under
the  contract to purchase 12 additional barges, with an expiration option  date
of  February  1,  1995.  The new construction program is  consistent  with  the
Company's long-term strategy of upgrading its equipment to service the needs of
its customers and to enhance its market position.

<PAGE>     17
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                         Management's Discussion and Analysis of
                      Financial Condition and Results of Operations
                                       
Financial Condition, Capital Resources and Liquidity, Continued

      On  July 1, 1994, the Company announced the signing of a letter of intent
to  purchase from Dow 65 inland tank barges, one river towboat and two shifting
boats.   Also,  the  Company  will purchase, assume  with  owner's  consent  or
sublease  up to 31 additional inland tank barges and two towboats presently  in
Dow's service.  Under the terms of the letter of intent, Dow will enter into  a
contract with the Company's subsidiary to provide service for Dow's inland bulk
liquid marine transportation requirements for a period of ten years.  Dow is  a
major  manufacturer of petrochemicals, industrial chemicals  and  related  bulk
liquid  products  and historically has used its own barges and  outside  towing
resources  to  service  its  inland  marine transportation  requirements.   Dow
produces  its  products  at  its Freeport, Texas manufacturing  complex,  other
plants in Louisiana and at various other United States locations.  A number  of
the  Dow plants, as well as their suppliers and customers, rely extensively  on
water   transportation   for  moving  products  between   Dow's   manufacturing
facilities,  for  shipment  to  the ultimate users  and  to  move  certain  raw
materials purchased by Dow.  The closing of the transaction, expected  in  mid-
November,  1994,  is  subject to the negotiation of  the  necessary  definitive
agreements and approvals by the management of the Company and Dow.   The  asset
purchase,  if  consummated, will be funded by borrowings  under  the  Company's
established bank revolving credit agreement.

      On  July  1,  1994, a wholly owned subsidiary of the Company purchased  a
single-hull U.S. flag tanker from Tosco.  The single-hull tanker was placed  in
service  in  late  August, 1994, after undergoing capitalized restorations  and
modifications.   The  tanker  will  be utilized  in  the  carriage  of  refined
petroleum  products in United States coastwise trade and is currently operating
under a three year charter.  The tanker has a capacity of 266,000 barrels and a
deadweight  tonnage  of 37,750.  The tanker is scheduled  to  be  retired  from
service  in  accordance  with  OPA  90  on  January  1,  1999.   The  Company's
established   bank  revolving  credit  agreement  provided  funding   for   the
transaction.

     On July 21, 1994, a wholly owned subsidiary of the Company purchased three
U.S.  flag  tankers  from  OMI for $23,750,000.  The single-hull  tankers  will
transport  refined petroleum products primarily between the United States  Gulf
Coast, Florida and the mid-Atlantic states.  The three tankers operated in  the
spot  market; however, during the balance of July, the entire month  of  August
and  part  of September, the tankers were idle due to extreme weakness  in  the
tanker  market.  Effective October, 1994, one tanker went under  a  six-months'
charter  and effective November, 1994, one tanker is chartered for  a  one-year
period. Both of the charters have extension options.  Each of the tankers has a
total  capacity  of  266,000 barrels and a deadweight tonnage  of  37,853.   In
accordance  with  OPA  90, the three tankers will be retired  from  service  on
January 1, 2000. Funding for the transaction was provided through the Company's
established bank revolving credit agreement.

<PAGE>     18
                    KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                        Management's Discussion and Analysis of
                      Financial Condition and Results of Operations

Financial Condition, Capital Resources and Liquidity, Continued

       In   August,  1994,  the  Company  discontinued  its  direct,  all-water
containership  service from Memphis, Tennessee to Mexico and  Central  America.
The service, provided by the Company's wholly owned subsidiary, Americas Marine
Express,  Inc.,  utilized  a  chartered foreign flag  river/ocean  vessel  that
offered  direct sailing between the locations.  The concept of the service  was
proven  operationally feasible, however, the service was  met  with  aggressive
pricing  from its competitors, and even though volumes were slowly  increasing,
operating  losses  and the prospect for future profitability  did  not  warrant
continuation of the service.

Certificates of Financial Responsibility

      Each  of  the  subsidiaries of the Company have obtained Certificates  of
Financial  Responsibility  ("COFR") granted by the U.S.  Coast  Guard  for  all
vessels  affected  in  advance of the date required  pursuant  to  the  OPA  90
requirement.  The Company does not foresee any current or future difficulty  in
maintaining the COFR which are required to operate vessels over 300 gross  tons
in the Exclusive Economic Zone of the United States.

Stock Repurchase

      On  August  1,  1994, the Board of Directors authorized  the  Company  to
purchase  up  to 2,000,000 shares of its own common stock.  Prior authorization
for  the  repurchase  of  the Company's common stock  was  superseded  by  this
authorization.  The Company is authorized to purchase the common stock  on  the
American  Stock  Exchange  and  in  privately  negotiated  transactions.   When
purchasing  common stock, the Company is subject to price, trading  volume  and
other  market  considerations.  Shares repurchased may be used  for  reissuance
upon  the  exercise of stock options, in future acquisitions for stock  or  for
other appropriate corporate purposes.  To date, the Company has not repurchased
any of its common stock under the current authorization.

Long-Term Financing

      The  Company  has  recently  filed  a  registration  statement  with  the
Securities  and  Exchange Commission covering $250 million in debt  securities.
The Company intends to establish a Medium Term Note Program to issue up to $250
million  in Medium Term Notes under such registration statement.  The  proceeds
of  the  program  will be  used to  refinance  certain  existing  floating rate 
debt to maintain a balance of fixed rate and floating rate debt consistent with
the  Company's financing strategy.  Also,  the  program  will provide financing
for future business and equipment acquisitions and working capital requirements.

      On  November  4,  1994,  a  subsidiary of  the  Company  entered  into  a
$10,000,000  acquisition  credit facility with  Texas  Commerce  Bank  National
Association, which provided the transportation segment with in-place additional
financing  for  the Dow acquisition, scheduled to be completed in mid-November,
1994.  Upon  completion  of  the  Medium Term  Note  Program,  the  $10,000,000
acquisition credit facility will be retired.

<PAGE>     19
                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

                         Management's Discussion and Analysis of
                       Financial Condition and Results of Operations

Financial Condition, Capital Resources and Liquidity, Continued

Liquidity

     The Company continued to generate significant cash flow from its operating
segments to fund its capital expenditures, asset acquisitions, debt service and
other  operating  requirements.   Net cash  provided  by  operating  activities
totaled $55,427,000 for the 1994 first nine months and $28,767,000 for the 1994
third  quarter  compared with 1993 first nine months of  $34,892,000  and  1993
third quarter of $19,981,000.
                                      
     During  each  year, inflation has had a relatively minor  effect  on  the
financial results of the Company.  The marine transportation segment has  long-
term  contracts that generally contain cost escalation clauses whereby  certain
costs,  including  fuel  can  be passed through to  its  customers,  while  the
segment's  short-term contracts and spot market business, are based principally
on  current prices.  In addition, the marine transportation assets acquired and
accounted for using the purchase method of accounting were adjusted to  a  fair
market  value and, therefore, the cumulative long-term effect on inflation  was
reduced.   The  repair  portion  of  the diesel  repair  segment  is  based  on
prevailing  current  market  rates.  For the property  and  casualty  insurance
segment, 97% of its investments were classified as available-for-sale or short-
term  investments,  which  consist  primarily  of  United  States  Governmental
instruments.

      Universal  is  subject to dividend restrictions under  the  stockholders'
agreement  between  the  Company, Universal  and  Eastern  America  Group.   In
addition,  Universal  is subject to industry guidelines  and  regulations  with
respect to the payment of dividends.

     The Company has no present plan to pay dividends on common stock.

<PAGE>     20

                     KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       

 
                              PART II - OTHER INFORMATION
                                       
                                       

Item 1.   Legal Proceedings

      For  a  detailed  explanation of the material pending  legal  proceedings
against  the Company, please refer to the Form 10-K for the year ended December
31, 1993.


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits:

     11.0 Computation of Earnings per Common Share.

(b)  Reports on Form 8-K:

      There  were  no  reports  on Form 8-K filed for  the  nine  months  ended
September 30, 1994.





                                  SIGNATURES

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


                                   Kirby Corporation
                                   (Registrant)



                                   By:  ______________________________
                                        G. Stephen Holcomb
                                        Vice President and Controller

Dated:    November 9, 1994
                                                                             
                                                                               






                                                                  EXHIBIT 11.0

                   KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                       
                      COMPUTATION OF EARNINGS PER COMMON SHARE
                                       

<TABLE>
<CAPTION>
                                        Three months ended  Nine months ended
                                           September 30,      September 30,
                                        ------------------  -----------------
                                         1994        1993    1994       1993
                                        ------      ------  ------     ------
                                           ($ in thousands, except per share
                                                       amounts)
<S>                                     <C>         <C>     <C>        <C>
Net earnings                            $ 3,606      5,046   9,696     15,391
                                         ======     ======  ======     ======
                                                                      
Shares:                                                               
                                                                      
Weighted average number of common                                     
  shares outstanding                     28,439     28,332  28,419     25,442
                                                                      
Common equivalent shares for dilutive                                 
  effect of assumed exercise of stock                                 
  options                                   290        281     322        244
                                         ------     ------  ------     ------
                                         28,729     28,613  28,741     25,686
                                         ======     ======  ======     ======
                                                                      
Earnings per share of common stock      $   .13        .18     .34        .60
                                         ======     ======  ======     ======


                                 28,729     28,613  28,741     25,686

</TABLE>






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS AND STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994<F1>
<CASH>                                           7,299
<SECURITIES>                                         0
<RECEIVABLES>                                   39,115
<ALLOWANCES>                                       393
<INVENTORY>                                      8,686
<CURRENT-ASSETS>                                83,372
<PP&E>                                         455,495
<DEPRECIATION>                                 146,576
<TOTAL-ASSETS>                                 644,738
<CURRENT-LIABILITIES>                           58,482
<BONDS>                                         55,773
<COMMON>                                         3,076
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     212,267
<TOTAL-LIABILITY-AND-EQUITY>                   644,738
<SALES>                                         26,390
<TOTAL-REVENUES>                               306,192
<CGS>                                           20,477
<TOTAL-COSTS>                                  249,574
<OTHER-EXPENSES>                                41,400
<LOSS-PROVISION>                                   162
<INTEREST-EXPENSE>                               6,121
<INCOME-PRETAX>                                 15,348
<INCOME-TAX>                                     5,651
<INCOME-CONTINUING>                              9,696
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,696
<EPS-PRIMARY>                                      .34
<EPS-DILUTED>                                      .34
<FN>
<F1>ALL INSURANCE ASSETS AND LIABILITIES OTHER THAN CASH ARE ASSUMED TO BE
NON-CURRENT.
</FN>
        

</TABLE>