As Filed With The Securities And Exchange Commission On March 20, 1998
- --------------------------------------------------------------------------------
                              Washington, DC 20549
                                 Amendment No. 3
                                (Final Amendment)
                                 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  shares at 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
- --------------------------------------------------------------------------------

     This  Amendment  No. 3 amends  and  supplements  the  Issuer  Tender  Offer
Statement on Schedule 13E-4 (the "Statement") dated February 17, 1998, Amendment
No.1 to the Statement dated March 12, 1998, and Amendment No. 2 to the Statement
dated March 16, 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.


     Item 8(e) is hereby supplemented and amended as follows:

     The Company purchased  3,066,922 shares pursuant to the Offer at a purchase
price of $24.50 per share.  To avoid  prorationing,  the Company  exercised  its
option  under the  Offer  and  purchased  66,922  additional  shares in order to
purchase all Shares that were  tendered at prices of $24.50 or below.  The press
release  issued by the  Company on March 17,  1998  announcing  the  preliminary
results of the Offer is filed as Exhibit  (c)(2) hereto and is  incorporated  by


     Item 9 is hereby amended to include the following additional exhibits:

     (c)(2) Text of Press Release issued by the Company dated March 17, 1998.


     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 20, 1998


                                  EXHIBIT 99.C2


  Kirby Corporation Announces Preliminary Results of Dutch Auction Tender Offer

     HOUSTON,  March 17/PR Newswire/ -- Kirby Corporation  (NYSE: KEX) ("Kirby")
announced today that a preliminary court by BankBoston, N.A., the Depositary for
Kirby's "Dutch Auction" tender offer indicates,  subject to final  verification,
3,068,286 shares of Kirby common stock have been tendered. Pursuant to the terms
of the offer, and based on the preliminary  count, Kirby has elected to increase
the size of the tender offer to accept all shares  tendered at a price of $24.50
per share.

     Kirby  announced  the tender  offer on February 17,  1998,  expressing  its
intentions to purchase up to 3,000,000  shares of its common stock at a purchase
price  ranging  from  $21.00 to $24.50 per share.  The tender  offer  expired on
Monday, March 16, 1998 at 12:00 midnight, New York City time.

     The  determination  of the actual  number of shares to be purchased and the
purchase price are subject to final  confirmation and the proper delivery of all
shares tendered and not withdrawn, including 569,878 shares tendered pursuant to
the guaranteed delivery procedure. Payment for shares tendered and accepted will
be made promptly,  subject to proper  delivery of shares in accordance  with the
terms of the offer.  Funding for the tender offer will be from Kirby's  recently
completed  $38.6 million cash sale of its U.S. flag offshore  product tanker and
harbor service  operations and through  Kirby's  existing bank revolving  credit

     The 3,068,286  shares of common stock expected to be repurchased  represent
approximately  12.6% of Kirby's  24,407,436  shares of common stock  outstanding
immediately  prior to the offer.  As of March 17,  1998,  after  purchasing  the
common stock tendered, the Company will have approximately  21,380,000 shares of
common stock outstanding.

     Joe Pyne,  Kirby's President and Chief Executive  Officer,  stated,  "Since
1995,  through open market  purchases and the successful  tender offer,  we have
repurchased  approximately 25% of our common stock. Previously,  we purchased in
the open market approximately 4.4 million shares of our common stock for a total
of  approximately  $71.4  million,  at an  average  price of $16.10  per  share.
Currently,  we have  approximately  1.8 million shares  remaining under our 6.25
million Board of Directors' repurchase authorization."

     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.