As Filed With The Securities And Exchange Commission On March 16, 1998
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                              Washington, DC 20549
                                 Amendment No. 2
                                 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.

Amount previous paid:       $14,700           Filing party:    Kirby Corporation
Form or Registration No.:   Schedule 13E-4    Date Filed:      February 17, 1998
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     This  Amendment  No. 2 amends  and  supplements  the  Issuer  Tender  Offer
Statement on Schedule  13E-4 (the  "Statement")  dated  February  17, 1998,  and
Amendment  No.1  to  the  Statement  dated  March  12,  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.


     (e) On March 16, 1998, the Company completed the previously  announced sale
of its U.S. flag offshore product tanker and harbor service  operations to Hvide
Marine  Incorporated  and an affiliate  of August  Trading  Company,  Inc. for a
combined  $38.6  million  in cash.  A copy of the  press  release  issued by the
Company on March 16, 1998  announcing the completion of the transaction is filed
as Exhibit (c)(1) hereto and is incorporated by reference.


     (c)(1) Press Release.


     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 16, 1998


                                                                  Exhibit (c)(1)



Houston,  Texas  (March  16,  1998) -  Kirby  Corporation  (NYSE:KEX) ("Kirby"),
completed today the previously  announced sale of its U.S. flag offshore product
tanker and harbor service  operations.  In accordance with a definitive purchase
agreement dated January 28, 1998,  Kirby sold two tankers and its harbor service
operations  to Hvide  Marine  Incorporated  and five  tankers to an affiliate of
August Trading Company, Inc. for a combined $38.6 million in cash.

The  offshore  tanker and harbor  service  operations'  financial  results  were
accounted for as  discontinued  operations as of December 31, 1997.  Results for
the 1997 year included an estimated  $3,966,000 net loss, or $.16 per share on a
diluted basis, from the sale of the operations.  The estimated net loss included
a provision for operations during the phase-out period,  January 1, 1998 through
the date of sale.

Proceeds from the sale of the tanker and harbor service  operations will be used
to partially fund Kirby's February 17, 1998 announced Dutch Auction tender offer
to  repurchase  up to  3,000,000  shares  of Kirby  common  stock,  representing
approximately 12% of Kirby's outstanding common stock. The tender offer price is
in a range from $21.00 to $24.50 per share in cash. The tender offer will expire
at 12:00 midnight, New York City time, on March 16, 1998, unless extended.

Kirby Corporation,  based in Houston, Texas, is the largest domestic operator of
inland  tank  barges  with  a  fleet  of  519  barges  and  127  towing  vessels
transporting  industrial chemicals,  refined petroleum products and agricultural
chemicals  along the United States inland  waterways.  Kirby's  domestic  marine
operations  also include United States  coastwise  barge  operations  with eight
barge/tug units transporting petroleum products and liquid chemicals, as well as
dry bulk commodities.  Through its diesel engine services segment, Kirby is also
engaged in the overhaul  and  servicing  of large,  medium speed diesel  engines
employed in marine, power generation and rail applications.