As Filed With The Securities And Exchange Commission On March 12, 1998
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                              Washington, DC 20549
                                 Amendment No. 1
                                 Schedule 13e-4
                          Issuer Tender Offer Statement
      (Pursuant to Section 13(e)(1) of The Securities Exchange Act of 1934)

                                Kirby Corporation
                                (Name of issuer)

                                Kirby Corporation
                      (Name of person(s) filing statement)

                     Common Stock, par value $0.10 per share
                         (Title of class of securities)
                                   497266 10 6
                      (CUSIP number of class of securities)

                               BRIAN K. HARRINGTON
                              Senior Vice President
                                Kirby Corporation
                         1775 St. James Place, Suite 200
                            Houston, Texas 77056-3453
                                 (713) 435-1000
   (Name,address and telephone  number of person  authorized to receive  notices
         and communications on behalf of the person(s) filing statement)
                                    Copy to:
                                 THOMAS G. ADLER
                 Jenkens & Gilchrist, a Professional Corporation
                          1445 Ross Avenue, Suite 3200
                               Dallas, Texas 75202
                                 (214) 855-4500

                                February 17, 1998
     (Date tender offer first published, sent or given to security holders)

                           CALCULATION OF FILING FEE
Transaction Valuation*                                   Amount  of  Filing  Fee
     $73,500,000                                                 $14,700
*    Calculated solely for the purpose of determining the filing fee, based upon
     the  purchase of  3,000,000  share sat the maximum  tender  offer price per
     share of $24.50.
[x]  Check box if any part of the fee is offset as provided  by Rule  0-11(A)(2)
     and identify the filing with which the offsetting fee was previously  paid.
     Identify the previous filing by registration  statement number, or the form
     or schedule and the date of its filing.
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Amount previous paid:         $14,700           Filing party:  Kirby Corporation
Form or Registration No.:     Schedule 13E-4    Date Filed:    February 17, 1998


     This  Amendment  No. 1 amends  and  supplements  the  Issuer  Tender  Offer
Statement on Schedule 13E-4 (the "Statement")  dated February 17, 1998, filed by
Kirby Corporation,  a Nevada corporation (the "Company"),  relating to the offer
by the Company to purchase  3,000,000 shares (or such lesser number of shares as
are  properly  tendered)  of its Common  Stock,  par value  $0.10 per share (the
"Shares"), at a price not in excess of $24.50 nor less than $21.00 net per Share
in cash upon the terms and subject to the  conditions  set forth in the Offer to
Purchase, dated February 17, 1998 (the "Offer to Purchase"),  and in the related
Letter of  Transmittal,  which together  constitute the "Offer," copies of which
are attached as Exhibit  (a)(1) and (a)(2) to the Statement.  Capitalized  terms
defined  in the  Statement  and not  otherwise  defined  herein  shall  have the
meanings specified in the Statement.


          (b) The  Company  has  been  informed  that  the  following  officers,
     directors or affiliates of the Company intend to tender Shares  pursuant to
     the Offer:

               (i)  Portfolio A Investors,  L.P.  ("PAI"),  an entity that holds
          approximately  13% of the  outstanding  Shares and that is  indirectly
          controlled by Thomas M. Taylor, a director of the Company,  intends to
          tender 395,168 Shares.

               (ii) A number  of  trusts  for which  George  A.  Peterkin,  Jr.,
          Chairman  of the  Board of the  Company,  serves as a  trustee,  and a
          foundation  for which Mr.  Peterkin  serves as a  director,  intend to
          tender an aggregate of 27,100 Shares.

               (iii) G. Stephen  Holcomb,  Vice  President and Controller of the
          Company, intends to tender 8,000 Shares.


     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the  information  set forth in this  Schedule  13e-4 is true,  complete and

                                              KIRBY CORPORATION

                                              By:   /s/ Brian K. Harrington
                                                    Name:  Brian K. Harrington
                                                    Title: Senior Vice President

March 12, 1998