Pricing Supplement dated January 23, 1997 Rule 424(b)(2) (To Prospectus dated December 2, 1994 and File No. 33-56195 Prospectus Supplement dated December 2, 1994) KIRBY CORPORATION Medium-Term Notes--Fixed Rate Principal Amount: $ 50,000,000 Interest Rate: 7.05% Agent's Discount or Commission: Stated Maturity Date: January 29, 2002 .500% of principal amount Original Issue Date: January 29, 1997 Net Proceeds to Issuer: $ 49,750,000 ================================================================================ Interest Payment Dates: April 15 and October 15 Redemption: |X| The Notes cannot be redeemed prior to the Stated Maturity Date. |_| The Notes may be redeemed prior to Stated Maturity Date. Initial Redemption Date: Initial Redemption Percentage: ____% Annual Redemption Percentage Reduction: ___% until Redemption Percentage is 100% of the Principal Amount. Repayment: |X| The Notes cannot be repaid prior to the Stated Maturity Date. |_| The Notes may be repaid prior to the Stated Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Repayment Price: ___% Currency: Specified Currency: U.S.. Dollars (If other than U.S. dollars, see attached) Minimum Denominations: (Applicable only if Specified Currency is other than U.S. dollars) Original Issue Discount: |_| Yes |X| No Total Amount of OID: Yield to Maturity: Initial Accrual Period: Form: |X| Book-Entry |_| Certificated Agent: |X| Merrill Lynch & Co. and Salomon Brothers Inc Agents acting in the capacity as indicated below: |_| Agent |X| Principal If as principal: |X| The Notes are being offered at varying prices related to prevailing market prices at the time of resale. |_| The Notes are being offered at a fixed initial public offering price of 100% of principal amount. If as Agent: The Notes are being offered at a fixed initial public offering price of 100% of principal amount. Other Provisions: None. CORPDAL:60823.1 13085-00064